SkyWater Technology, Inc 8-K

What Happened
SkyWater Technology, Inc. announced on Jan. 25, 2026 that it entered into an Agreement and Plan of Merger with IonQ, Inc. and two IonQ subsidiaries. The transaction is structured as a two-step merger: Merger Sub 1 will merge into SkyWater (with SkyWater initially surviving as a wholly owned IonQ subsidiary), then SkyWater will merge into Merger Sub 2 which will be the surviving wholly owned IonQ subsidiary. SkyWater issued a press release about the agreement on Jan. 26, 2026 (filed as Exhibit 99.1).

Key Details

• Merger Agreement signed Jan. 25, 2026; press release filed Jan. 26, 2026 (Exhibit 99.1).
• Parties: SkyWater Technology, Inc. (target) and IonQ, Inc. (parent) with Iris Merger Subsidiary 1 Inc. and Iris Merger Subsidiary 2 LLC as merger subsidiaries.
• IonQ intends to file a Registration Statement on Form S-4 (including a Proxy Statement/Prospectus) with the SEC; the definitive proxy/prospectus will be mailed to SkyWater stockholders when available.
• Completion is subject to customary conditions (including required regulatory approvals and stockholder action); detailed terms (including consideration/exchange mechanics) will be disclosed in the S-4/Proxy Statement.

Why It Matters
This is a proposed acquisition that, if completed, will make SkyWater a wholly owned subsidiary of IonQ — a material corporate change for SkyWater shareholders. Investors should watch for the Form S-4/Proxy Statement for the full deal terms, the required shareholder votes and any regulatory approvals. The filing also highlights standard risks (e.g., transaction may not close, regulatory and shareholder approvals required, potential operational impacts) and directs investors to the forthcoming proxy/prospectus and existing SEC filings for more details.