M&A - IonQ, Inc.

Form Type: 8-K

Filing Date: 2025-07-15

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525159021

Filing Summary: On July 15, 2025, IonQ, Inc. announced the completion of its acquisition of all issued and outstanding shares of Capella Space Corp. The transaction was executed according to the Agreement and Plan of Merger dated May 7, 2025, where IonQ's subsidiary, Project Cornet Acquisition Sub, Inc., merged into Capella, with Capella being the surviving corporation. At the closing of this transaction, IonQ delivered 7,401,396 shares of its common stock as aggregate consideration. Additionally, a Registration Rights Agreement was established to grant Capella's securityholders certain registration rights regarding the shares received as stock consideration. The transaction and related agreements signify a strategic expansion for IonQ in the technology sector, particularly in space initiatives, enhancing its market position.

Form Type: 8-K

Filing Date: 2025-06-09

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525137398

Filing Summary: On June 7, 2025, IonQ, Inc. entered into a Share Purchase Agreement to acquire all issued and outstanding shares of Oxford Ionics Limited for an aggregate consideration of approximately $1,065,000,000 in common stock and $10,000,000 in cash. The number of shares issued will range between 21,143,538 and 35,241,561, calculated based on the average stock price over 20 trading days before closing, and will be subject to a lock-up period for the Founders of Oxford Ionics. The closing of the transaction is contingent upon customary conditions, including regulatory approvals and is expected to close by March 7, 2026. A press release announcing the agreement was issued on June 9, 2025.

Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525132869

Filing Summary: On May 30, 2025, IonQ, Inc. completed its acquisition of Lightsynq Technologies Inc. This transaction involved the delivery of 12,377,433 shares of IonQ common stock as part of the total consideration for the acquisition. Certain shares and stock options are subject to vesting conditions contingent upon the continued employment of specific recipients post-transaction. Additionally, a Registration Rights Agreement was established between IonQ and the sellers, providing them with specific registration rights concerning the stock consideration. The document outlines the legal and financial implications of this acquisition, as well as the details of the stock issuance and related agreements.

Form Type: 8-K

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525113853

Filing Summary: On April 30, 2025, IonQ, Inc. completed its previously announced transaction to acquire a controlling stake in id Quantique SA (IDQ). The transaction involved the issuance of 4,215,740 shares of IonQ’s common stock as consideration. A Registration Rights Agreement was established between IonQ, the sellers of IDQ shares, and SK Square Co., Ltd., providing certain registration rights related to the stock consideration. This report is filed under the Securities Exchange Act of 1934 to inform about these developments.

Form Type: 8-K/A

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525042604

Filing Summary: IonQ, Inc. filed an amendment to its previous report indicating that the company entered into a definitive agreement to acquire a controlling stake in ID Quantique SA, a prominent player in quantum networking and sensing technology, located in Geneva, Switzerland. The acquisition will be conducted as an all-stock transaction, involving up to approximately 5.2 million shares of IonQ's common stock. This amendment updates the earlier filing with additional details regarding the unregistered sale of equity securities related to the transaction. The shares issued will be restricted securities and exempt from registration under certain provisions of the Securities Act of 1933, specifically under Section 4(a)(2) and/or Regulation D. The filing includes incorporated references from the original report without any other significant alterations.

Form Type: 8-K

Filing Date: 2025-02-26

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025027713

Filing Summary: On February 26, 2025, IonQ, Inc. announced its financial results for the fourth quarter and fiscal year ended December 31, 2024, alongside key management transitions. The Board of Directors appointed Niccolo de Masi as the new President and CEO, succeeding Peter Chapman, who transitioned to the role of Executive Chairman. This appointment is part of a broader organizational restructuring. Additionally, the Board has expanded from eight to nine directors with the addition of Gabrielle Toledano, who has extensive experience in various prominent technology roles. Furthermore, IonQ revealed its plans to acquire a controlling stake in ID Quantique SA, a leader in quantum networking and sensing, via an all-stock transaction for approximately 5.2 million shares of common stock, expected to close within nine months pending customary closing conditions. Harry You, the Lead Independent Director, has resigned from the Board to pursue other opportunities but will continue supporting the company through the transition period. The filings included various press releases detailing these significant changes and a financial update, indicating robust growth metrics.