SkyWater Technology Announces Completion of Merger with IonQ

What Happened

• SkyWater Technology, Inc. filed a Form 8‑K on July 31, 2026 reporting completion of a transaction under the Agreement and Plan of Merger (agreement dated January 25, 2026) among IonQ, Iris Merger Subsidiary entities and SkyWater. The filing covers multiple related items including termination of a material definitive agreement, a change in control, and notice of delisting or failure to satisfy continued listing standards.
• The company also filed amended and restated corporate documents and LLC formation/operating agreement exhibits: an Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Certificate of Formation of SkyWater Technology, LLC (f/k/a Iris Merger Subsidiary 2 LLC), and the LLC Agreement.

Key Details

• Merger agreement referenced: Agreement and Plan of Merger dated January 25, 2026 (incorporated by reference).
• Form 8‑K filed July 31, 2026 reporting completion of the asset transaction (Item 2.01) and termination of a material definitive agreement (Item 1.02).
• Corporate governance changes and documentation included: Amended & Restated Certificate of Incorporation (Exhibit 3.1) and Bylaws (Exhibit 3.2); formation and LLC agreement for SkyWater Technology, LLC (Exs. 3.3–3.4).
• Governance and listing impacts reported: Items addressing change in control (5.01), director/officer changes (5.02), amendments to articles/bylaws (5.03), and notice of delisting or failure to satisfy continued listing rules (3.01).

Why It Matters

• For investors, this 8‑K confirms a completed merger transaction with IonQ and attendant corporate restructuring and governance changes. Those actions commonly affect shareholder rights, board composition, and how the company is organized (now including an LLC entity).
• The filing’s delisting notice and change‑in‑control disclosure mean shares may no longer trade under the same listing status and that control of the company has shifted — investors should review how their shares and any consideration were treated under the merger agreement.
• Action for investors: read the full 8‑K and the referenced January 25, 2026 merger agreement for details on consideration, conversion of securities, timing, and any instructions for shareholders about next steps or ongoing trading status.