IonQ, Inc. 8-K

What Happened

• IonQ announced that it entered a merger agreement with SkyWater Technology on January 25, 2026, under which IonQ’s subsidiaries will complete a two-step merger to make SkyWater a wholly owned subsidiary of IonQ.
• On April 24, 2026, both companies received a Second Request from the U.S. Federal Trade Commission (FTC) under the Hart-Scott-Rodino (HSR) Act, which extends the HSR waiting period until 30 days after both parties substantially comply (unless extended or terminated earlier). IonQ and SkyWater said they will promptly respond and continue to cooperate with the FTC.
• The companies still expect the mergers to close in the second or third quarter of 2026, subject to HSR clearance and other customary closing conditions.

Key Details

• Merger Agreement date: January 25, 2026; Second Request received: April 24, 2026.
• HSR waiting period: now extended until 30 days after substantial compliance with the Second Request (or longer if extended).
• Transaction filings: IonQ filed an S-4 registration statement (including a proxy statement/prospectus); the definitive proxy has been mailed to SkyWater stockholders.
• Expected close window: Q2–Q3 2026, contingent on regulatory and other customary approvals.

Why It Matters

• The FTC’s Second Request delays the final regulatory clearance step, which can push back the closing timetable and adds regulatory uncertainty until the parties satisfy the request.
• For investors, the filing confirms the transaction structure, current regulatory status, and that both companies view the deal as still expected to close in mid-2026 but subject to material conditions and risks (including regulatory approval and other closing conditions).
• Relevant documents (S-4, proxy statements) are available on IonQ’s and SkyWater’s investor/IR websites and should be reviewed for full details and listed risk factors.