Skywater Technology Inc.

04/24/2026 | Press release | Distributed by Public on 04/24/2026 15:11

Material Event (Form 8-K)

Item 8.01

Other Events.

As previously disclosed, on January 25, 2026, SkyWater Technology, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with IonQ, Inc., a Delaware corporation ("Parent"), Iris Merger Subsidiary 1 Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub 1"), and Iris Merger Subsidiary 2 LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Sub 2" and, together with Merger Sub 1, the "Merger Subs"). Pursuant to the Merger Agreement, (i) Merger Sub 1 will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "First Merger") and (ii) immediately following the effective time of the First Merger (the "Effective Time"), the Company, as the surviving entity of the First Merger, will merge with and into Merger Sub 2, which will survive the merger as a wholly owned subsidiary of Parent (together with the First Merger, the "Mergers").

Consummation of the Mergers is subject to certain conditions, including the expiration or termination of the waiting period (and any extension thereof) applicable to the consummation of the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and any agreement with a governmental authority not to consummate the Merger.

On April 24, 2026, the Company and Parent each received a request for additional information (the "Second Request") from the U.S. Federal Trade Commission (the "FTC") in connection with the FTC's review of the Mergers. The issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both the Company and Parent have substantially complied with the Second Request, unless the waiting period is extended voluntarily by the parties or terminated earlier by the FTC.

The Company and Parent expect to promptly respond to the Second Request and to continue to work cooperatively with the FTC in its review of the Mergers. The Mergers are still expected to be completed in the second or third quarter of 2026, subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction (or waiver) of other customary closing conditions.

Skywater Technology Inc. published this content on April 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 24, 2026 at 21:11 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]