IonQ to Acquire Elisity, Inc. in a $1.15 Billion All-Stock Transaction

IonQ, Inc. has entered into a definitive agreement to acquire Elisity, Inc. for aggregate consideration of $1.15 billion, payable entirely in IonQ common stock. The transaction also includes potential earnout payments and a significant retention pool for Elisity employees.

Key Details

• Closing Consideration: $1.15 billion payable in IonQ common stock. The final number of shares will be determined using a 20-day volume-weighted average price (VWAP) prior to closing, with a price collar between $33.07 and $49.61 per share.
• Additional Consideration: The agreement includes up to an additional $150 million in earnout consideration based on revenue milestones achieved by Elisity from August 1, 2026, to January 31, 2028. A separate $100 million retention pool of restricted stock units (RSUs) will be established for continuing Elisity employees, vesting over four years.
• Agreement Date: The Agreement and Plan of Merger was signed on October 9, 2026. The transaction is subject to customary closing conditions and regulatory approvals, with a termination date of January 7, 2027, if closing has not occurred.