IonQ Inc美国股市招股说明书(2025-10-17版)

Up to 25,275,276 Shares Common Stock This prospectus supplement relates to the resale from time to time by the selling stockholders referenced in this prospectussupplement (the “selling stockholders”) of up to 25,275,276 shares of common stock, par value $0.0001 per share (the “commonstock”), of IonQ, Inc. (“IonQ,” “we,” “our” and “us”). We will not receive any proceeds from the sale of the shares of our commonstock offered by this prospectus supplement. The selling stockholders may sell the shares on any national securities exchange on which the shares may be listed at the timeof sale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges, such as privately negotiatedtransactions, or using a combination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, at varyingprices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” beginning on page S-10 of this prospectussupplement for more information about how the selling stockholders may sell or otherwise dispose of their shares using thisprospectus supplement. The selling stockholders may sell any, all or none of the shares offered by this prospectus supplement and we do not know if,when or in what amounts the selling stockholders may sell their shares hereunder. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “IONQ.” On October 16,2025, the last sale price of our common stock as reported on the NYSE was $65.59 per share. Investing in our common stock involves risks. You should read carefully this prospectus supplement, theaccompanying prospectus, and the documents incorporated by reference in this prospectus supplement and the accompanyingprospectus before you invest. See “Risk Factors” beginning on page S-4 of this prospectus supplement, page 4 of theaccompanying prospectus and “Item 1A—Risk Factors” of our most recent annual report on Form 10-K and quarterly reportson Form 10-Q that are incorporated by reference in this prospectus supplement, before making a decision to invest in ourcommon stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary isa criminal offense. The date of this prospectus supplement is October 16, 2025. TABLE OF CONTENTS Prospectus SupplementPageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4FORWARD-LOOKING STATEMENTSS-5USE OF PROCEEDSS-7SELLING STOCKHOLDERSS-8PLAN OF DISTRIBUTIONS-10LEGAL MATTERSS-12EXPERTSS-13WHERE YOU CAN FIND MORE INFORMATIONS-14INCORPORATION BY REFERENCES-15 ProspectusPageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS4FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6SELLING STOCKHOLDERS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF DEBT SECURITIES9DESCRIPTION OF DEPOSITARY SHARES17DESCRIPTION OF WARRANTS20DESCRIPTION OF SUBSCRIPTION RIGHTS22DESCRIPTION OF PURCHASE CONTRACTS23DESCRIPTION OF UNITS25PLAN OF DISTRIBUTION26LEGAL MATTERS29EXPERTS30WHERE YOU CAN FIND MORE INFORMATION31INCORPORATION BY REFERENCE32 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offeringand also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference intothis prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, dated February 26,2025, which gives more general information, some of which may not apply to this offering. Generally, when we refer to thisprospectus, we are referring to both the prospectus supplement and the accompanying prospectus. In this prospectus supplement, aspermitted by law, we “incorporate by reference” information from other documents that we file with the Securities and ExchangeCommission (the “SEC”). This means that we can disclose important information to you from those documents which we may filewith the SEC from time to time. The information incorporated by reference is considered to be a part of this prospectus supplementand the accompanying prospectus and should be read with the same care. When we update the information contained in documentsthat have been incorporated by reference by making future filings with the SEC, the information included or incorporated by referencein this prospectus supplement is considered to be automatically updated and superseded. In other words, in case of a conflict orinconsistency between information contained in this prospectus supplement and information in the accompanying prospectus orincorporated by reference into this prospectus supplement, you should rely on the information contained in the document that wasfiled later. You should not consider any information in this pr