IonQ Announces $1.15B+ Acquisition of Elisity in All-Stock Transaction

Executive Summary

On October 9, 2026, IonQ, Inc. entered into an Agreement and Plan of Merger to acquire 100% of the issued and outstanding shares of Elisity, Inc. via a reverse triangular merger involving Espresso Acquisition Sub, Inc. The all-stock transaction represents an upfront valuation of $1.15 billion, with up to an additional $150 million in earnout consideration and a $100 million employee retention equity pool.

Transaction Structure and Consideration Terms

• Upfront Consideration: $1,150,000,000 payable entirely in newly issued shares of IonQ common stock, subject to reduction for certain leakage incurred since July 31, 2026.
• Pricing Collar: The number of shares issued at closing will be determined using a 20-trading-day volume-weighted average price (VWAP) ending three business days prior to closing, subject to a collar:
  • Floor: $33.07 per share (~34.78 million shares maximum upfront dilution)
  • Cap: $49.61 per share (~23.18 million shares minimum upfront dilution)
• Earnout Consideration: Up to an additional $150,000,000 in shares of common stock (calculated at the same collar-adjusted Common Stock Price), contingent upon Elisity achieving specified revenue milestones between August 1, 2026, and January 31, 2028.
• Employee Retention Pool: An additional $100,000,000 in restricted stock units (RSUs) divided by the Common Stock Price will be granted post-closing to continuing Elisity personnel, vesting over four years.

Securities Law and Capital Structure Implications

• Item 3.02 Disclosure: The shares issued to Elisity securityholders will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D/Regulation S.
• Share Dilution Impact: Depending on where IONQ trades relative to the collar boundaries, the upfront transaction will introduce approximately 23.2 million to 34.8 million shares, representing significant equity dilution.

Conditions to Closing and Termination

Consummation of the merger is subject to customary closing conditions, including:

1. Regulatory clearances and expiration/termination of applicable waiting periods.
2. Absence of legal prohibitions or Material Adverse Effects on Elisity.
3. NYSE listing authorization for the new shares issued as closing consideration.
4. Outside termination date set for January 7, 2027.