SkyWater Technology, Inc 8-K

What Happened
SkyWater Technology, Inc. (SKYT) announced on January 25, 2026 that it entered into a definitive Agreement and Plan of Merger with IonQ, Inc. (IonQ) and IonQ’s two merger subsidiaries. Under the agreement SkyWater will be merged into IonQ’s subsidiaries in a two‑step merger, after which SkyWater will become a wholly owned subsidiary of IonQ. The SkyWater board unanimously approved the transaction and will submit the merger agreement to SkyWater stockholders for a vote.

Key Details

• Consideration: Each outstanding SkyWater share will receive $15.00 cash plus a variable number of IonQ shares calculated by an Exchange Ratio (see below); cash will be paid for any fractional Parent shares.
• Exchange Ratio: Equals $20.00 divided by IonQ’s 20‑day VWAP ending three business days before closing (the “Parent Trading Price”), with floors/caps that set the ratio to 0.3326 shares if the Parent Trading Price ≥ $60.13 or 0.5265 shares if ≤ $37.99.
• Equity awards: Outstanding options and most RSUs convert into IonQ equity awards using an Equity Award Exchange Ratio (Exchange Ratio plus Per Share Cash / Parent Trading Price); non‑employee director RSUs vest and settle before closing.
• Closing conditions & timing: Closing is subject to stockholder approval, HSR clearance, other customary conditions and absence of material adverse effects; there is no financing condition. The agreement contains an “End Date” of January 25, 2027 (subject to specified extensions).
• Break/termination remedies: If SkyWater terminates to accept a Superior Proposal or certain other events occur, SkyWater must pay a termination fee of $51,573,958.07. If the deal fails solely for certain antitrust reasons or due to the End Date passing, IonQ will instead purchase 2,857,143 newly issued SkyWater shares (the “Equity Investment”).
• Voting support: Certain SkyWater stockholders holding ~19.87% of voting power agreed to vote in favor of the merger under a voting agreement.
• Post‑closing: Upon closing, SkyWater common stock is expected to be delisted from Nasdaq and deregistered under the Exchange Act.

Why It Matters
This is a full‑company acquisition that will convert SkyWater into a privately held (IonQ‑owned) subsidiary if approved and closed. The deal mixes a fixed cash component ($15 per share) with a variable stock component tied to IonQ’s share price, so the total value per SkyWater share will depend materially on IonQ’s market price near closing. Key investor considerations include the need for stockholder approval, regulatory (antitrust/HSR) clearance, potential dilution or value variability from the stock portion, and the sizable termination fee and alternative equity remedy for antitrust failures. Investors should review the upcoming Proxy Statement/Prospectus (Form S‑4) for full transaction economics and risks.