IonQ, Inc.

In July 2026, we acquired SkyWater Technology, Inc. and its subsidiaries (collectively “SkyWater”). As disclosed in Item 9A. “Controls and Procedures” in SkyWater’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025, SkyWater had previously identified material weaknesses in its internal control over financial reporting relating to its revenue accounting process and the performance of account reconciliations at Spansion Fab 25, LLC (“Fab 25”) following SkyWater’s acquisition of Fab 25 in June 2025. As a result of our acquisition of SkyWater on July 31, 2026, as well as the significance of SkyWater’s operations to our condensed consolidated financial statements, subsequent to the acquisition of SkyWater, these material weaknesses represent material weaknesses in our internal control over financial reporting. In connection with our acquisition of SkyWater on July 31, 2026, management intends to exclude SkyWater’s internal control over financial reporting from the scope of management’s annual assessment of the effectiveness of our internal control over financial reporting as of December 31, 2026, in accordance with SEC staff guidance applicable to recently acquired businesses.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, and in consideration of the material weaknesses previously identified at SkyWater, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2026, our disclosure controls and procedures were not effective to ensure: (i) that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses described herein did not result in a material misstatement to our previously issued consolidated financial statements, nor in the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

As described above, our acquisition of SkyWater on July 31, 2026, results in our incorporation of SkyWater’s previously identified material weaknesses in its revenue accounting process and its Fab 25 account reconciliation controls, which represent a change in our internal control over financial reporting. As described below, we are taking steps to remediate the material weaknesses. Other than the changes resulting from the acquisition of SkyWater, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

As a result of the SkyWater Acquisition, the material weaknesses previously identified by SkyWater became material weaknesses in our internal control over financial reporting.

The material weakness related to SkyWater’s revenue accounting process resulted from inadequate monitoring and administration of privileged access to SkyWater’s manufacturing application and its related databases. Because of these design gaps in IT general controls, the completeness and accuracy of information derived from this application could have been adversely impacted. IT-dependent manual controls within revenue accounting process that rely on such information were therefore also deemed ineffective.

The material weakness related to account reconciliations resulted from the ineffective operation of account reconciliation controls at Fab 25.

Remediation Plan for Material Weaknesses

To remediate the material weaknesses described above, we, with the oversight of the Audit Committee of our Board of Directors (the “Audit Committee”), have been pursuing a remediation plan, which includes implementing additional controls over financial reporting and enhancing the design of existing internal controls over financial reporting.

The actions taken to remediate the revenue accounting process material weakness have included the design and implementation of a series of IT general controls over privileged access to SkyWater’s manufacturing application and its related databases, including controls over privileged access administration and controls to monitor, validate and approve (1) changes made to the design and function of the manufacturing application and its related databases; and (2) changes made to data processed by the manufacturing application and retained in the related databases.

The actions taken to remediate the account reconciliation material weakness have included integrating Fab 25’s accounting process onto its Enterprise Resource Planning system, terminating existing accounting services provided by the prior owner of Fab 25 via a transition services agreement, and implementing common accounting processes and reconciliation controls at Fab 25.

While these remediation steps have been completed, we will not be able to conclude that these material weaknesses are remediated until testing validates that the process changes and controls have operated effectively for a sustained period.

As we continue to evaluate and work to remediate the control deficiencies that gave rise to the material weaknesses described above, we may determine that additional measures or time are required to address the issues fully, or that we need to modify or otherwise adjust the remediation actions described above. We will also continue to assess the effectiveness of our remediation efforts in connection with our evaluation of our internal control over financial reporting. The revenue accounting process material weakness and the Fab 25 account reconciliation material weakness cannot be considered remediated until our remediation plans are completed and the effectiveness of the remedial actions is validated.