IONQ, INC. : Change of directors or key officers, other events, financial statements and exhibits (Form 8-K)

Item 5.02 Departure of directors or certain officers; Election of directors;

Appointment of certain officers; Compensatory arrangements of some

Officers.

At December 14, 2021, the Board of Directors (the “Board”) of IonQ, Inc. (the “Company”) increased the size of the board from seven to eight directors and, following the recommendation of the Nomination and corporate governance committee, named Inder M. Singh to sit on the board and on the board’s audit committee, with immediate effect. Mr. Singh is a Class I director whose term will expire at the annual meeting of shareholders of the Company in 2022. The Board has determined that Mr. Singh is “independent” in accordance with the rules of The New York stock exchange (“NYSE”) and other applicable laws and regulations.

Because april 2019, Mr. Singh was Executive Vice President and Chief Financial Officer of Limited arm, a UK semiconductor and software design firm, where he leads the global finance organization and the company’s IT operations, procurement and security teams. From november 2016 at
april 2019, Mr. Singh was Senior Vice President and Chief Financial Officer, and march 2016 at november 2016, as Director of Strategy and Marketing for Unisys Corp., a publicly traded company. Before that, Mr. Singh was general manager at SunTrust Bank the equities unit and a senior vice president of finance at Comcast Corporation. Mr. Singh is currently a member of the board of directors of Affinity Federal Credit Union, a we financial services firm. Mr. Singh has also advised startups as a member of from Columbia University Entrepreneurship Advisory Council, and participates as a project advisor for the US Department of Homeland Security on issues of national security and critical infrastructure. Mr. Singh obtained an MBA in finance from New York University and holds a master’s and a bachelor’s degree in engineering from Columbia university.

There is no arrangement or understanding between Mr. Singh and any other person by virtue of whom he has been chosen as director, and there is no family connection between Mr. Singh and any other director or executive officer of the Company. There are no transactions between Mr. Singh and the company which should be declared under Article 404 (a) of the SK Regulation.

As a non-salaried director of the Company, Mr. Singh is eligible to participate in the compensation policy for non-employee directors of the Company, under which he will receive a cash compensation of $ 30,000 per year to serve on the board and
$ 8,000 per year for service to the audit committee, and an initial allocation of shares with a dollar denominated value of $ 400,000. The initial allocation in shares (i) will be made in accordance with the Company’s 2021 Incentive Plan; (ii) consist of restricted stock units and an option to purchase common shares of the Company; and (iii) will vest over a three-year period, with one-third of the initial grant vest on each anniversary of the grant date, such that the initial grant vest in full on the third anniversary of the grant date. allocation, subject to continuous on-board service.

In connection with Mr. Singh’s election to the Board, to the Society and Mr. Singh entered into the Company’s Standard Indemnity Agreement Form, a copy of which was filed as Exhibit 10.13 of the Company’s Registration Statement on Form S-1 (File No. 333-260008), deposited with the SECOND to October 4, 2021. This agreement obliges the Company to indemnify Mr. Singh, to the fullest extent permitted by
Delaware the law, for certain responsibilities to which he may be subject by virtue of his affiliation with the Company.

Article 8.01 Other events.

As previously stated, the September 30, 2021 (the “Closing Date”), the Company has entered into the previously announced transactions (collectively, the “Merger”) contemplated by this Agreement and this Merger Plan, as of March 7, 2021
(the “Merger Agreement”), by and between the Company (at this time named dMY
Technology Group, Inc. III (“dMY”)), IonQ Trap Acquisition, Inc., a wholly owned subsidiary of dMY, and IonQ Quantum, Inc., a Delaware company (f / k / a IonQ, Inc.) (“Legacy IonQ”).

Pursuant to the Merger Agreement, the Merger has been accounted for as a reverse recapitalization (the “Reverse Recapitalization”) in accordance with the we
generally accepted accounting principles. Under this accounting policy, dMY was considered the “acquired” company and Legacy IonQ was considered the acquirer for financial reporting purposes. The Reverse Recapitalization was treated as the equivalent of issuing Legacy IonQ shares for the net assets of dMY, accompanied by a recapitalization.

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The company files this current report on Form 8-K to recast its consolidated financial statements for the years ended December 31, 2020 and 2019 as previously incorporated by reference into the Company’s current report on Form 8-K filed with the Security and Trade Commission (the “SEC”) on October 4, 2021
(the “Super 8-K”) to reflect the effects of the reverse recapitalization.

In the consolidated financial statements, the assets, liabilities and results of operations are those of Legacy IonQ for all periods presented. In addition, the structure of shareholders’ equity has been restated retroactively for all previous periods in order to reflect the exchange ratio used to determine the number of ordinary shares of the Company, $ 0.0001 par value per share, issued to shareholders of Legacy IonQ as part of the Merger. As such, the shares and corresponding capital amounts and earnings per share related to the common shares of Legacy IonQ prior to the Merger have been retroactively restated to shares reflecting the exchange ratio established at the time of the Merger. In addition, the convertible redeemable preferred shares and Legacy IonQ warrants previously classified as mezzanine equity have been retroactively adjusted for the exchange ratio, converted to common stock and reclassified to permanent equity due to the reverse recapitalization. All exercise prices of stock options and warrants have also been retroactively restated to reflect the exchange ratio established upon the merger.

The audited financial statements of the Company as of and for the years then ended are included herein as Exhibit 99.1. December 31, 2020 and 2019. These financial statements update the audited financial statements of Legacy IonQ included in sections 2.01 and 9.01 of Super 8-K. Exhibit 99.1 is attached hereto and incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

Exhibit No.       Description

99.1                Audited Financial Statements of IonQ, Inc. for the Years Ended
                  December 31, 2020 and 2019.

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).

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