IonQ Inc美股招股说明书(2026-03-31版)

Dear Stockholders of SkyWater Technology, Inc.: On January25, 2026, SkyWater Technology, Inc. (“SkyWater”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) withIonQ, Inc. (“IonQ”), Iris Merger Subsidiary1 Inc., a wholly owned subsidiary of IonQ (“Merger Subsidiary 1”), and Iris Merger Subsidiary2 LLC, awholly owned subsidiary of IonQ (“Merger Subsidiary 2”). Pursuant to the Merger Agreement, (i)Merger Subsidiary 1 will merge with and intoSkyWater, with SkyWater surviving as a wholly owned subsidiary of IonQ (the “First Merger”) and (ii)immediately following the effective time of theFirst Merger (the “Effective Time”), SkyWater, as the surviving entity of the First Merger, will merge with and into Merger Subsidiary 2, with MergerSubsidiary 2 surviving the merger as a wholly owned subsidiary of IonQ (the “Second Merger,” and together with the First Merger, the “Mergers”). TheSkyWater board of directors (the “SkyWater Board”) has unanimously approved the Merger Agreement and recommends that SkyWater stockholdersvote in favor of adopting the Merger Agreement. If the Mergers are completed, SkyWater stockholders will receive, in exchange for each share of SkyWater common stock held immediately priorto the Effective Time, $15.00 in cash plus a number of shares of common stock, par value $0.0001 per share, of IonQ (“IonQ common stock”) equal tothe exchange ratio set forth in the Merger Agreement (the “merger consideration”). The exchange ratio is the quotient obtained by dividing (i)$20.00 by(ii)the IonQ Trading Price; provided, however, that (i)if the IonQ Trading Price is greater than or equal to $60.13, then the Exchange Ratio will be0.3326 shares of IonQ common stock and (ii)if the IonQ Trading Price is less than or equal to $37.99, then the Exchange Ratio will be 0.5265 shares ofIonQ common stock. The “IonQ Trading Price” is the volume-weighted average price (“VWAP”), rounded to four decimal places, of IonQ commonstock on all exchanges as reported by Bloomberg L.P. on the VWAP function for the ticker “IonQ, Inc. US Equity” for the 20 full consecutive tradingdays prior to, but not including, the third business day prior to the Closing Date, calculated from market open (9:30 AM ET) on the first day of themeasurement period to market close on the last day of the measurement period (4:00 PM ET). The value of the merger consideration will fluctuate with the market value of IonQ common stock until the transaction is complete. The commonstock of SkyWater is listed on the Nasdaq Capital Market under the symbol “SKYT” and the common stock of IonQ is listed on the NewYork StockExchange under the symbol “IONQ”. The Mergers cannot be completed without approval of the proposal to adopt the Merger Agreement by the affirmative vote of holders of amajority of the outstanding shares of SkyWater common stock entitled to vote thereon. Because of this, SkyWater is holding a special meeting ofits stockholders on May 8, 2026, to vote on the proposal necessary to complete the Mergers. Information about the meeting, the Mergers, the MergerAgreement and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus. The SkyWaterBoard has fixed the close of business on March 26, 2026, as the record date for the determination of SkyWater stockholders entitled to notice of, and tovote at, the special meeting. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and vote on suchstockholder’s behalf. Such proxy need not be a holder of SkyWater common stock. We urge you to read this proxy statement/prospectus and the annexesand documents incorporated by reference carefully.You should also carefully consider the risks that are described in the “Risk Factors” sectionbeginning on page26. The SkyWater Board has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including theMergers, are fair to and in the best interests of the SkyWater Table of Contents stockholders, approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Mergers, anddirected that the Merger Agreement be submitted to the SkyWater stockholders for adoption at a meeting of such stockholders, andunanimously recommends that SkyWater stockholders vote “FOR” the proposal to approve and adopt the Merger Agreement and thetransactions contemplated thereby, including the Mergers. Your vote is very important regardless of the number of shares of SkyWater common stock that you own. Whether or not you plan to attend the special meeting, please submit your proxy as soon as possible by following the instructions on theaccompanying proxy card to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bankor other nominee, please follow the instructions on the voting instruction form furnished by the broker,