$IONQ · IonQ, Inc.

IonQ filed an 8-K disclosing a definitive agreement to acquire Elisity, Inc. in an all-stock transaction. Aggregate closing consideration is $1.15 billion in IonQ common stock, with up to $150 million in additional earnout consideration tied to revenue milestones from August 2026 through January 2028. A $100 million retention RSU pool for continuing Elisity employees vests over four years. The per-share price is collared at $33.07–$49.61 based on a 20-day VWAP. The deal is subject to customary closing conditions including regulatory approvals and NYSE listing authorization, with a termination-

Markets closed — no regular-session reaction yet. Extended-hours last trade at $36.14, down 0.36% from the regular close, suggesting a muted initial response to the all-stock acquisition announcement.

A $1.15B all-stock acquisition by a $13.54B quantum computing company signals aggressive inorganic expansion, with dilution risk and earnout structure making this a multi-year story.

IonQ, a quantum computing company with a $13.54B market cap, is using its richly valued stock as acquisition currency to expand beyond pure-play quantum into adjacent technology via Elisity — a pattern seen across high-valuation tech names pursuing inorganic growth.

The deal is subject to regulatory approvals and customary closing conditions; termination risk exists if closing doesn't occur by January 7, 2027. The all-stock structure exposes Elisity securityholders to IONQ share price volatility between signing and closing, with the collar providing only a 33%–