Mergers & Acquisitions

IonQ Completes SkyWater Merger; SkyWater Revolving Facility Terminated

SkyWater Technology, LLC became a wholly owned subsidiary of IonQ on July 31, 2026, and SkyWater terminated its existing revolving credit facility at closing.

By Carter Hayes ·

Key takeaways

  • IonQ completed a two-step merger that resulted in SkyWater Technology, LLC becoming a wholly owned subsidiary of IonQ on July 31, 2026.
  • At closing, SkyWater repaid the amounts required to discharge its revolving credit facility and terminated the related loan and security agreement.
  • Eligible SkyWater common shares converted into the right to receive $15.00 in cash and 0.4883 shares of IonQ common stock, plus cash instead of fractional shares.
  • SkyWater asked Nasdaq to file for delisting and deregistration of its common stock, and Nasdaq trading was halted before the market opened on the closing date.

Two-step merger closes

SkyWater reported that its merger with IonQ closed on July 31, 2026. Under the transaction structure, IonQ’s first merger subsidiary merged into SkyWater, with SkyWater surviving that step as a wholly owned subsidiary of IonQ. SkyWater then merged into IonQ’s second merger subsidiary.

The second merger survivor is SkyWater Technology, LLC, formerly Iris Merger Subsidiary 2 LLC. The filing states that IonQ beneficially owns all equity interests in the surviving company.

Revolving credit agreement ends at closing

Effective on the closing date, SkyWater repaid all amounts required to discharge its existing revolving credit facility and terminated its amended and restated loan and security agreement. The agreement was dated June 30, 2025, as amended through closing, and named Siena Lending Group LLC as agent.

SkyWater stated that it did not incur material early-termination penalties in connection with ending the loan agreement. The filing does not identify a replacement credit facility or disclose the amount repaid.

Share conversion and Nasdaq actions

Each issued and outstanding SkyWater common share immediately before the first merger, subject to specified exclusions, was cancelled and converted into the right to receive $15.00 in cash and 0.4883 shares of IonQ common stock. The terms also provided for cash in lieu of fractional IonQ shares.

Excluded shares included those owned by IonQ, the merger subsidiaries, SkyWater or their wholly owned subsidiaries, as well as shares for which appraisal rights were properly demanded. The filing also describes the conversion of SkyWater option and employee restricted-stock-unit awards into IonQ-based awards using a 0.8546 multiplier.

On the closing date, SkyWater notified Nasdaq that the mergers had been consummated and requested that Nasdaq file a Form 25 to remove the common stock from listing and registration. Trading in the common stock was halted before trading opened that day. After Form 25 becomes effective, SkyWater intends to file a Form 15 seeking deregistration under Section 12(g) and suspension of specified reporting obligations.