UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 15, 2025 (
(Exact name of Registrant as Specified in Its Charter)
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(Commission File Number) |
(IRS Employer Identification No.) |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth under Item 8.01 of this Current Report on Form 8-K related to the Stock Consideration (as defined below) is incorporated by reference into this Item 3.02. The issuance and sale of shares of IonQ, Inc. (the “Company”) common stock in connection with the Transaction (as defined below) was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or the private offering provision of Rule 506 of Regulation D promulgated under the Securities Act.
| Item 7.01 | Regulation FD Disclosure. |
On July 15, 2025, the Company issued a press release announcing the completion of the Transaction. A copy of the press release has been furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information provided pursuant to Item 7.01 of this Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
On July 11, 2025, the Company completed its previously announced transaction to acquire all of the issued and outstanding shares of Capella Space Corp., a Delaware corporation (“Capella”) pursuant to the terms of the Agreement and Plan of Merger, dated May 7, 2025 (the “Agreement”), among the Company, Project Cornet Acquisition Sub, Inc., a Delaware corporation and a direct or indirect wholly-owned subsidiary of the Company (“Merger Sub”), Capella and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of Capella’s securityholders (“SRS”), pursuant to which, among other matters, Merger Sub merged with and into Capella, with Capella as the surviving corporation (the “Transaction”). The aggregate consideration delivered at the closing of the Transaction consisted of 7,401,396 shares of the Company’s common stock (the “Stock Consideration”).
In connection with the closing of the Transaction and in connection with the issuance of the Stock Consideration, the Company and SRS, solely in its capacity as representative for and on behalf of the Capella securityholders who are being issued shares of Company common stock (the “Securityholders”), entered into a Registration Rights Agreement, dated July 11, 2025 (the “Registration Rights Agreement”), pursuant to which the Securityholders will have certain registration rights relating to the Stock Consideration.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Registration Rights Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Registration Rights Agreement, dated as of July 11, 2025, by and between IonQ, Inc. and Shareholder Representative Services LLC. | |
| 99.1 | Press Release, dated July 15, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IonQ, Inc. | ||||||
| Date: July 15, 2025 | By: | /s/ Thomas Kramer | ||||
| Thomas Kramer | ||||||
| Chief Financial Officer | ||||||