IonQ, Inc. (IONQ) Form 8-K — Oct 13, 2026
IonQ has signed a definitive merger agreement to acquire Elisity, Inc. in an all-stock transaction valued at $1.15 billion at closing, with Elisity securityholders also eligible for up to $150 million in additional stock tied to revenue milestones through January 2028. The share count will be set by a 20-day VWAP subject to a collar of $33.07 to $49.61 per share, and IonQ will also fund a $100 million RSU retention pool for Elisity employees vesting over four years. All consideration shares are issued unregistered under Regulation D exemptions, meaning potential future dilution for IONQ holders.
Key figures
- Deal Value Usd
- $1,150,000,000 closing consideration plus up to $150,000,000 earnout
- Earnout max
- $150,000,000
- Earnout period
- August 1, 2026 to January 31, 2028 revenue milestones
- Retention pool
- $100,000,000 in RSUs, 4-year vesting
- Price collar low
- $33.07 per share
- Price collar high
- $49.61 per share
- Share price measure
- 20-trading-day VWAP
- External termdation date
- January 7, 2027
AI analysis
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