Watch for regulatory approval timeline — the deal is subject to HSR and other regulatory approvals, with a 90-day outside date (Jan 7, 2027). Monitor IonQ's Q3 2026 earnings for any update on expected dilution and the Elisity revenue run-rate. The earnout collar ($33.07-$49.61 VWAP collar) means the final share count is highly sensitive to IonQ's stock price at close.
Price Chart
Executive Summary
IonQ (IONQ) has entered into a definitive agreement to acquire Elisity, a Zero Trust security company, in an all-stock transaction valued at up to $1.3 billion, including $1.15 billion in upfront consideration and up to $150 million in earnout based on revenue milestones. The deal pairs IonQ's post-quantum cryptography and quantum key distribution capabilities with Elisity's enterprise Zero Trust platform, targeting the $10B+ microsegmentation market. Elisity brings a high-growth recurring revenue business with year-over-year revenue doubling and zero customer churn. The transaction is expected to close in Q4 2026.
Key Financial Metrics
Key Facts
- IonQ to acquire Elisity for up to $1.3 billion in all-stock consideration: $1.15B upfront plus up to $150M earnout
- Closing consideration is $1.15B in IonQ common stock, subject to a collar: VWAP floor of $33.07 and cap of $49.61 per share
- Earnout of up to $150M based on Elisity revenue milestones from Aug 1, 2026 to Jan 31, 2028 (two tranches of $75M each)
- IonQ establishing a $100M retention pool in RSUs for Elisity employees, vesting over 4 years
- Elisity has >100 global customer deployments, doubling revenue and customer base YoY with zero churn
- Elisity CEO James Winebrenner to continue leading the business post-close
- Transaction expected to close in Q4 2026, subject to regulatory approvals and customary closing conditions
- Deal structured as a tax-free reorganization under Section 368(a) of the Code
- IonQ acquired RWI policy with $130M limit, costs split 50/50 with Elisity securityholders
Financial Impact
Up to $1.3 billion all-stock acquisition ($1.15B upfront + $150M earnout) plus $100M retention pool; total potential total consideration up to $1.4B including retention pool)
Risk Factors
- Dilution risk: IonQ is issuing a large block of stock (~23-35M shares depending on VWAP) — significant dilution to existing shareholders
- Integration risk: Integrating Elisity's Zero Trust platform with IonQ's quantum security stack is complex and could cause disruption
- Earnout risk: $150M earnout is contingent on Elisity revenue performance; if Elisity fails to hit revenue targets, the earnout may not pay out
- Regulatory risk: HSR and other regulatory approvals could delay or block the deal
- Competition: IonQ faces competition from large cybersecurity and quantum computing competitors
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-419609 |
| Document: ionq-20261009.htm | 0001193125-26-419609 |
| Document: ionq-ex99_1.htm | 0001193125-26-419609 |
| Document: 0001193125-26-419609-index-headers.html | 0001193125-26-419609 |
| Document: 0001193125-26-419609-index.html | 0001193125-26-419609 |
| Document: 0001193125-26-419609.txt | 0001193125-26-419609 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 3d ago | Institutional Cluster | $31.27 | awaiting T+20 | — | $31.27 (−0.00%) |
Oct 16, 2026 10d ago | 8-K | $30.78 | awaiting T+20 | — | $31.27 (−1.59%) |
Oct 14, 2026 12d ago | 424B5 | $31.42 | awaiting T+20 | — | $31.27 (+0.48%) |
Oct 14, 2026 12d ago | 424B5 | $31.42 | awaiting T+20 | — | $31.27 (+0.48%) |
Oct 13, 2026 13d ago | 8-K | $34.73 | awaiting T+20 | — | $31.27 (−9.96%) |
Sep 30, 2026 26d ago | 25-NSE | $43.86 | awaiting T+20 | — | $31.27 (−28.70%) |
Sep 10, 2026 6w ago | 144 | $36.75 $39.89 | ▲ +8.54% | ▲ +6.68% | $31.27 (−14.91%) |
Sep 8, 2026 6w ago | 8-K | $40.47 $43.29 | ▲ +6.97% | ▲ +5.00% | $31.27 (−22.73%) |
Aug 28, 2026 8w ago | 8-K | $39.31 $45.08 | ▲ +14.67% | ▲ +14.61% | $31.27 (−20.45%) |
Aug 26, 2026 8w ago | 3 | $42.46 $44.64 | ▲ +5.13% | ▲ +5.23% | $31.27 (−26.35%) |
US Market Status
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