What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 323 added, 340 removed, 914 unchanged (42% of the section changed)

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The exhibits required to be filed as part of this Annual Report on Form 10-K are listed in the Exhibit List attached hereto and are incorporated herein by reference.

Description Form

Filed Herewith

Incorporated by Reference

Agreement and Plan of Merger, dated as of March 7, 2021, by and among dMY Technology Group, Inc.

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and IonQ Trap Acquisition Inc.

(incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on March 8, 2021).

Second Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on October 4, 2021).

Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-39694), filed with the SEC on November 9, 2023).

Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-4/A (File No.

333-254840), filed with the SEC on August 11, 2021).

March 8, 2021

Amended and Restated Certificate of Incorporation of IonQ, Inc.

October 4, 2021

Amended and Restated Bylaws of IonQ, Inc.

November 9, 2023

Specimen Common Stock Certificate

August 11, 2021

Warrant Agreement, dated November 12, 2020, between Continental Stock Transfer & Trust Company and IonQ, Inc.

(incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on November 17, 2020).

Description of the Registrant’s Securities (incorporated herein by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K (File No.

001-39694), filed with the SEC on March 28, 2022).

November 17, 2020

Description of the Registrant’s Securities

March 28, 2022

Amended and Restated Registration Rights Agreement, dated September 30, 2021, between and among the investors party thereto and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on October 4, 2021).

Form of Subscription Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on March 8, 2021).

Hyundai Subscription Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on March 8, 2021).

Kia Subscription Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on March 8, 2021).

MSD Subscription Agreement (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on March 8, 2021).

Silver Lake Subscription Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on March 8, 2021).

BVE Subscription Agreement (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on March 8, 2021).

Form of Venture Capital / Other Investors Subscription Agreement (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on March 8, 2021).

Change in Control Severance Plan and Summary Plan Description (incorporated herein by reference to Exhibit 10.36 to the Company’s Registration Statement on Form S-4/A (File No.

333-254840), filed with the SEC on August 5, 2021).

October 4, 2021

Executive Severance Plan and Summary Plan Description (as amended December 3, 2024)

December 6, 2024

Form of Indemnification Agreement of IonQ, Inc.

(incorporated herein by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on October 4, 2021).

2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on October 4, 2021).

Forms of Stock Option Grant Notice and Option Agreement under 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on October 4, 2021).

2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on October 4, 2021).

Forms of Option Grant Notice and Option Agreement under 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K (File No.

001-39694), filed with the SEC on March 30, 2023).

Form of Restricted Stock Unit Grant Notice and Unit Award Agreement under 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-39694), filed with the SEC on August 15, 2022).

2021 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on October 4, 2021).

October 4, 2021

2015 Equity Incentive Plan

October 4, 2021

Forms of Stock Option Grant Notice and Option Agreement under 2015 Equity Incentive Plan

October 4, 2021

2021 Equity Incentive Plan

October 4, 2021

Forms of Option Grant Notice and Option Agreement under 2021 Equity Incentive Plan

March 30, 2023

Form of Restricted Stock Unit Grant Notice and Unit Award Agreement under 2021 Equity Incentive Plan

August 15, 2022

Description Form

Filed Herewith

Incorporated by Reference

Form of Performance-Based Award Grant Package (as amended December 3, 2024)

December 6, 2024

2021 Employee Stock Purchase Plan

October 4, 2021

Amended and Restated Office Lease, by and between University of Maryland – College Park and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K (File No.

001-39694), filed with the SEC on October 4, 2021)

October 4, 2021

Warrant to Purchase Shares, dated November 27, 2019, issued to Amazon.com NV Investment Holdings LLC by IonQ, Inc.

(incorporated herein by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-4/A (File No.

333-254840), filed with the SEC on July 16, 2021).

July 16, 2021

License Agreement, dated July 19, 2016, among the University of Maryland, Duke University and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.20 to the (incorporated herein by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-4/A (File No.

333-254840), filed with the SEC on June 17, 2021).

June 17, 2021

Amendment No.

1 to Exclusive License Agreement, dated September 22, 2017, between Duke University and the Registrant (incorporated herein by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-4/A (File No.

333-254840), filed with the SEC on June 17, 2021).

1 to Exclusive License Agreement, dated September 22, 2017, between Duke University and the Registrant

June 17, 2021

Amendment No.

1 to Exclusive License Agreement, dated October 11, 2017, between the University of Maryland and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-4/A (File No.

333-254840), filed with the SEC on June 17, 2021).

June 17, 2021

Amendment No.

2 to Exclusive License Agreement, dated October 4, 2018, between Duke University and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-4/A (File No.

333-254840), filed with the SEC on June 17, 2021).

June 17, 2021

Amendment No.

2 to Exclusive License Agreement, dated October 9, 2018, between the University of Maryland and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-4/A (File No.

333-254840), filed with the SEC on June 17, 2021).

June 17, 2021

Amendment No.

3 to Exclusive License Agreement, dated April 27, 2021, between Duke University, the University of Maryland and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-4/A (File No.

333-254840), filed with the SEC on June 17, 2021).

June 17, 2021

Amendment No.

3 to Exclusive License Agreement, dated February 1, 2021, between the University of Maryland and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-39694), filed with the SEC on May 16, 2022).

Amendment No.

4 to Exclusive License Agreement, dated April 27, 2021, between Duke University, the University of Maryland and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-4/A (File No.

333-254840), filed with the SEC on June 17, 2021).

June 17, 2022

Amendment No.

4 to Exclusive License Agreement, dated February 1, 2021, between the University of Maryland and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No.

001-39694), filed with the SEC on May 16, 2022).

Amendment No.

5 to Exclusive License Agreement, dated September 10, 2021, between Duke University and IonQ, Inc

(incorporated herein by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K (File No.

001-39694), filed with the SEC on March 28, 2022).

March 28, 2022

Amendment No.

5 to Exclusive License Agreement, dated September 24, 2021, between the University of Maryland and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K (File No.

001-39694), filed with the SEC on March 28, 2022).

March 28, 2022

Amendment No.

6 to Exclusive License Agreement, dated January 23, 2023, between Duke University and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K (File No.

001-39694), filed with the SEC on March 30, 2023).

March 30, 2023

Amendment No.

7 to Exclusive License Agreement, dated February 2, 2024, between Duke University and IonQ, Inc.

February 28, 2024

Exclusive Option Agreement, dated July 15, 2016, between Duke University and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-4/A (File No.

333-254840), filed with the SEC on June 17, 2021).

June 17, 2021

First Amendment to Option Agreement, dated December 18, 2020, between Duke University and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-4/A (File No.

333-254840), filed with the SEC on June 17, 2021).

June 17, 2021

Second Amendment to Option Agreement, dated March 19, 2021, between Duke University and IonQ, Inc.

(incorporated herein by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-4/A (File No.

333-254840), filed with the SEC on June 17, 2021).

Non-Employee Director Compensation Policy (incorporated herein by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K (File No.

001-39694), filed with the SEC on March 28, 2022).

Separation Agreement between IonQ, Inc.

and Laurie Babinski dated September 8, 2023 and executed September 11, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-39694), filed with the SEC on November 9, 2023)

June 17, 2021

Amended and Restated Non-Employee Director Compensation Policy

November 6, 2024

Amended and Restated Offer Letter Agreement for Peter Chapman, dated September 8, 2021

Amended and Restated Offer Letter Agreement for Thomas Kramer, dated September 8, 2021

Description Form

Filed Herewith

Incorporated by Reference

Employment Offer between the Company and Rima Alameddine, dated October 26, 2022

Bonus Agreement between the Company and Peter Chapman, dated December 16, 2024

Insider Trading Policy

List of Subsidiaries of the Company

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Incentive Compensation Recoupment Policy

February 28, 2024

Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101).

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(Principal Financial and Accounting Officer)

/s/ Craig Barratt

Chair of the Board of Directors

February 28, 2024

Craig Barratt

/s/ Robert Cardillo

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Niccolo de Masi

/s/ Jungsang Kim

February 28, 2024

/s/ William Scannell

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February 26, 2025

/s/ Gabrielle Toledano

February 26, 2025

Gabrielle Toledano

/s/ Harry You

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We have audited the accompanying consolidated balance sheets of IonQ, Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

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the applicable accounting standards.

In addition, we inquired of a sample of the individuals performing the internal-use software development activities regarding the specific nature, stage of development, and time incurred on the projects selected for testing.

In addition, we inquired of a sample of the individuals performing the internal-use software development activities, and their supervisors, regarding the specific nature, stage of development, and time incurred on the projects selected for testing.

/s/ Ernst & Young LLP

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Opinion on Internal Control Over Financing Reporting

We have audited IonQ, Inc.

and subsidiaries’ internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

We have audited IonQ, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, IonQ, Inc.

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for the years then ended, and the related notes and our report dated February 28, 2024 expressed an unqualified opinion thereon.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 26, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2020.

Tysons, Virginia

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(in thousands, except share and per share data)

As of December 31,

Current assets:

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Accounts payable

Accrued expenses

Accrued expenses and other current liabilities

Current portion of operating lease liabilities

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Accumulated deficit

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

Total stockholders’ equity

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Stockholders'

Income (Loss)

Balance, December 31, 2021

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Balance, December 31, 2023

Other comprehensive income (loss)

Stock options exercised

Vesting of restricted common stock

Issuance of common stock from the

settlement of restricted stock units

Stock-based compensation

Warrants exercised

Balance, December 31, 2024

The accompanying notes are an integral part of these consolidated financial statements.

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(Gain) loss on change in fair value of warrant liabilities

Amortization of premiums and accretion of discounts on available-for-sale securities

Amortization of premiums and accretion of discounts on available-for-sale

Changes in operating assets and liabilities:

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Accounts payable

Accrued expenses

Accrued expenses and other current liabilities

Unearned revenue

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Purchases of available-for-sale securities

Maturities and sales of available-for-sale securities

Business acquired

Maturities of available-for-sale securities

Businesses acquired

Net cash provided by (used in) investing activities

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Proceeds from stock options exercised

Proceeds from public warrants exercised

Other financing, net

Net cash provided by (used in) financing activities

Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash

Effect of foreign exchange rate changes on cash, cash equivalents and restricted

Net change in cash, cash equivalents and restricted cash

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Operating lease right-of-use assets subject to lease liability

Remeasurement of operating lease right-of-use assets due to lease modification

Remeasurement of operating lease right-of-use assets due to lease

Noncash reclassification of warrant liabilities to equity upon exercise

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and Legacy IonQ changed its name to IonQ Quantum, Inc.

Unless otherwise indicated, references in this Annual Report on Form 10-K to the “Company” and “IonQ” refer to the consolidated operations of IonQ, Inc.

subsequent to the Business Combination.

References to “dMY” refer to the company prior to the consummation of the Business Combination and references to “Legacy IonQ” refer to IonQ, Inc.

prior to the consummation of the Business Combination.

IonQ is engaged in quantum computing and develops general-purpose quantum computing systems designed to solve some of the world’s most complex problems, and transform business, society, and the planet for the better.

To operate the quantum computing systems, the Company has developed custom hardware, custom firmware, and an operating system to orchestrate the quantum computers.

Business Combination

While the legal acquirer in the Merger Agreement is dMY, for financial accounting and reporting purposes under accounting principles generally accepted in the United States of America (“U.S.

GAAP”), Legacy IonQ is the accounting acquirer and the merger is accounted for as a “reverse recapitalization” (i.e., a capital transaction involving the issuance of stock by dMY for the stock of Legacy IonQ).

For accounting purposes, the Business Combination was treated as the equivalent of Legacy IonQ issuing stock for the net assets of dMY, accompanied by a recapitalization.

The net assets of dMY are stated at historical cost, and no goodwill or other intangible assets were recorded.

Because Legacy IonQ was deemed the accounting acquirer in the Business Combination, the historical financial statements of Legacy IonQ are the historical financial statements of the Company upon the consummation of the Business Combination.

As a result, the consolidated financial statements included in this report reflect:

(i) the historical operating results of Legacy IonQ prior to the Business Combination;

(ii) the combined results of dMY and Legacy IonQ following the close of the Business Combination on September 30, 2021;

and (iii) the assets and liabilities of Legacy IonQ stated at their historical cost.

In accordance with guidance applicable to these circumstances, the equity structure has been retroactively restated in all comparative periods to reflect the number of shares of the Company’s common stock, $ 0.0001 par value per share, issued to Legacy IonQ’s stockholders in connection with the Business Combination.

As such, the shares and corresponding capital amounts and earnings per share related to Legacy IonQ convertible redeemable preferred stock and warrants and Legacy IonQ common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination.

Legacy IonQ’s convertible redeemable preferred stock and warrants previously classified as mezzanine equity were retroactively adjusted, converted into common stock, and reclassified to permanent equity because of the reverse recapitalization.

All exercise prices for stock options and customer warrants have similarly been retroactively restated to reflect the exchange ratio established in the Business Combination.

Segment Reporting

The Company operates as one operating segment as its chief executive officer, who is the chief operating decision maker, reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

IonQ develops quantum computers and networks designed to solve some of the world’s most complex problems, and transform business, society, and the planet for the better.

To operate the quantum computers and networks, the Company has developed custom hardware, custom firmware, and an operating system to orchestrate the quantum computers.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The accompanying consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles ("U.S.

GAAP") as determined by the Financial Accounting Standards Board (“FASB”).

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All intercompany transactions and balances have been eliminated in consolidation .

Emerging Growth Company and Smaller Reporting Company Status

Under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.

As a result of the market value of the Company's common stock held by non-affiliates as of June 30, 2023, exceeding $ 700.0 million, the Company became a large accelerated filer under the Exchange Act as of December 31, 2023, and no longer qualifies as an emerging growth company.

Therefore, the Company is required to comply with new or revised accounting standards as of the effective dates applicable to public companies that are not emerging growth companies.

The Company was also a smaller reporting company as defined in the Exchange Act until June 30, 2023.

However, the Company may continue to use the scaled disclosures permitted for a smaller reporting company through this Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and must begin providing non-scaled larger company disclosure in its first quarterly report in its next fiscal year (i.e., the quarterly report for the three-month period ended March 31, 2024).

Use of Estimates

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Significant estimates and assumptions are inherent in the analysis and measurement of items including, but not limited to:

standalone selling price for revenue arrangements with multiple performance obligations, total expected costs for revenue arrangements recognized over time, capitalization of quantum computing system costs, useful lives for quantum computing systems, and stock-based compensation for awards with performance and market conditions.

total expected costs for revenue arrangements recognized over time, capitalization of quantum computing system costs, useful lives for quantum computing systems, estimates of the fair value of intangible assets acquired in business combinations, and stock-based compensation for awards with performance and market conditions.

Management bases its estimates and assumptions on historical experience, expectations, forecasts, and on various other factors that are believed to be reasonable under the circumstances.

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dollar are translated at exchange rates in effect at the balance sheet date for assets and liabilities and at average exchange rates for revenues and expenses for the respective periods.

Translation adjustments are recorded in accumulated other comprehensive loss in the consolidated balance sheets.

Translation adjustments are recorded in accumulated other comprehensive income (loss) in the consolidated balance sheets.

The Company is exposed to foreign currency risk to the extent that it enters into transactions denominated in currencies other than its subsidiaries’ respective functional currencies.

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Assets and liabilities that are measured at fair value on a non-recurring basis include property and equipment, intangible assets, and goodwill.

The Company recognizes these items at fair value when they are considered to be impaired or upon initial recognition when acquired through a business combination or an asset acquisition.

The Company recognizes these items at fair value upon initial recognition when acquired through a business combination or an asset acquisition or when they are considered to be impaired.

The fair value of these assets and liabilities are determined with valuation techniques using the best information available and may include quoted market prices, market comparables and discounted cash flow models.

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Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash in banks, checking deposits, and money market funds.

Cash and cash equivalents include cash and checking deposits, money market funds, and U.S.

government and agency securities.

The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

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The Company issues letters of credit in the ordinary course of business, including for lease arrangements.

As of December 31, 2023 and 2022, letters of credit totaling $ 2.1 million and $ 2.0 million were outstanding, respectively.

As of December 31, 2024 and 2023, letters of credit totaling $ 2.1 million were outstanding.

The following table provides a reconciliation of cash, cash equivalents and restricted cash included in the consolidated balance sheets to the amounts included in the consolidated statements of cash flows (in thousands):

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Materials and Supplies, Net

Materials and supplies are carried at average cost and recorded in prepaid expenses and other current assets in the consolidated balance sheets.

Materials and supplies, including spare parts, are carried at average cost and recorded in prepaid expenses and other current assets in the consolidated balance sheets.

Materials and supplies used in the production of quantum computing systems to be made commercially available are capitalized to property and equipment when installed.

Materials and supplies used for maintenance, research and development efforts or to service customer contracts are expensed when consumed.

The Company capitalized $ 3.6 million and $ 1.3 million of materials and supplies to property and equipment for the years ended December 31, 2023 and 2022, respectively.

Materials and supplies used to support customer contracts, for maintenance, or for research and development efforts are expensed when consumed.

The Company capitalized $ 7.2 million, $ 3.6 million and $ 1.3 million of materials and supplies to property and equipment for the years ended December 31, 2024, 2023 and 2022, respectively.

Materials and supplies are evaluated regularly for excess quantities and obsolescence.

This evaluation includes analysis of the Company's current and future strategic plans, risk of technological obsolescence, and general market conditions.

During the years ended December 31, 2023 and 2022, excess and obsolescence charges were less than $ 0.1 million and zero , respectively.

Excess and obsolescence charges were $ 1.3 million during the year ended December 31, 2024, and less than $ 0.1 million during the years ended December 31, 2023 and 2022.

The following table summarizes the activity in the Company’s excess and obsolescence reserve against materials and supplies (in thousands):

Beginning balance

Ending balance

Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments.

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Accrued interest receivable on available-for-sale investments is recorded in the consolidated balance sheets in prepaid expenses and other current assets.

As of December 31, 2023 and 2022, accrued interest receivable was $ 2.1 million and $ 1.7 million, respectively.

The Company performs periodic evaluations to determine whether any declines in the fair value of investments below amortized cost are credit losses or impairments.

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Historical cost of fixed assets is the cost as of the date acquired.

Hardware and labor costs associated with the building of quantum computing systems are capitalized in the period the costs are incurred when it is probable that the system will provide future economic benefit.

The costs of quantum computing systems that are used in research and development activities and have alternative future uses are capitalized.

Hardware and labor costs associated with the building of quantum computing systems and supporting equipment are capitalized in the period the costs are incurred when it is probable that such costs will provide future economic benefit.

The costs of quantum computing systems and supporting equipment that are used in research and development activities and have alternative future uses are capitalized.

Costs to maintain quantum computing systems are expensed as incurred.

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Leasehold improvements

Shorter of the lease term or the estimated useful life of the related asset

Shorter of the lease term or the estimated useful life of the

related asset

The Company evaluates the useful life of its assets periodically and whenever events or changes in circumstances indicate that the useful life may have changed.

In assessing useful lives, the Company considers, among other factors, the use of the asset, changes in technology, and the competitive environment.

Effective October 1, 2022, the Company revised the accounting useful life of quantum computing systems, which was determined to be a change in accounting estimate and is being applied prospectively.

This change in accounting estimate was not material for the years ended December 31, 2023 and 2022 .

The estimated useful life for quantum computing systems was previously 2 years .

The Company determines if an arrangement is a lease at inception.

Operating leases are included in operating lease right-of-use (“ROU”) assets and current operating lease liabilities and operating lease liabilities, net of current portion on the Company’s consolidated balance sheets.

As of December 31, 2023, the Company has no financing lease arrangements.

As of December 31, 2024 and 2023, the Company has no financing lease arrangements.

The Company recognizes lease expense for its operating leases on a straight-line basis over the term of the lease.

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Intangible Assets, Net

The Company’s intangible assets include website domain costs, patents, intellectual property, developed technology and trademarks.

The Company’s intangible assets include website domain costs, patents, intellectual property, customer relationships, developed technology and trademarks.

Intangible assets with identifiable useful lives are initially valued at acquisition cost and are amortized over their estimated useful lives using the straight-line method.

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Intangible assets with indefinite useful lives, such as trademarks, are assessed for impairment at least annually.

Capitalized Internally Developed Software

Capitalized internally developed software consists of costs to purchase and develop internal-use software, which the Company primarily uses to provide services to its customers.

Software Development Costs

The Company incurs software development costs for internal-use software, which the Company primarily uses to provide services to its customers, as well as for external-use software that will be part of a product to be sold, leased, or marketed.

Internal-Use Software

The costs to purchase and develop internal-use software are capitalized from the time that the preliminary project stage is completed, and it is considered probable that the software will be used to perform the function intended, until the time the software is placed in service for its intended use.

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Capitalized internal-use software is recorded within intangible assets, net, in the consolidated balance sheets.

During the years ended

December 31, 2023 and 2022, the Company capitalized $ 8.0 million and $ 3.2 million in internal-use software costs, respectively.

The Company amortized $ 2.9 million and $ 1.5 million of capitalized internally developed software costs during the years ended December 31, 2023 and 2022 , respectively.

During the years ended December 31, 2024, 2023 and 2022 , the Company capitalized $ 6.8 million, $ 8.0 million and $ 3.2 million in internal-use software costs, respectively.

The Company amortized $ 5.3 million, $ 2.9 million and $ 1.5 million of capitalized internal-use software costs during the years ended December 31, 2024, 2023 and 2022, respectively.

External-Use Software

Costs incurred in researching and developing external-use software are expensed as incurred until technological feasibility is established.

Once technological feasibility is established, software costs are capitalized until the product is available for general release to customers.

Judgment is required in determining when technological feasibility of a product is established.

Generally, this occurs shortly before the products are released to production.

No external-use software costs were capitalized during any of the years ended December 31, 2024, 2023 and 2022 .

Goodwill is the excess of the purchase price over the fair values assigned to the net assets acquired in a business combination.

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The Company tests goodwill qualitatively, or quantitatively by comparing the fair value of the reporting unit with the unit’s carrying amount.

No impairment loss was recognized for the years ended December 31, 2023 and 2022 .

No impairment loss was recognized for any of the years ended December 31, 2024, 2023 and 2022 .

B usiness Combinations

The Company recognizes and measures the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date.

Goodwill as of the acquisition date represents the excess of the purchase consideration of an acquired business over the fair value of the underlying net tangible and intangible assets acquired net of liabilities assumed.

The purchase consideration is determined based on the fair value of the assets transferred and liabilities assumed after considering any transactions that are separate from the business combination.

Any adjustments to provisional amounts that are identified during the measurement period, not to exceed one year from the date of acquisition, are recorded in the reporting period in which the adjustment amounts are determined.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the Company’s consolidated statements of operations.

Impairment of Long-Lived Assets

Long-lived assets, such as property and equipment and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount.

If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value.

No impairment loss was recognized for the years ended December 31, 2023 and 2022 .

No impairment loss was recognized for any of the years ended December 31, 2024, 2023 and 2022 .

Early Exercise of Stock Options

Stock options granted under the 2015 Equity Incentive Plan provide employee option holders, if approved by the Board, the right to exercise unvested options in exchange for restricted common stock, which is subject to a repurchase right held by the Company at the lower of (i) the fair market value of its common stock on the date of repurchase or (ii) the original purchase price.

Early exercises of options are not deemed to be substantive exercises for accounting purposes and accordingly, amounts received for early exercises are recorded as a liability.

Stock options granted under the Company's 2015 Equity Incentive Plan provide employee option holders, if approved by the Board, the right to exercise unvested options in exchange for restricted common stock, which is subject to a repurchase right held by the Company at the lower of (i) the fair market value of its common stock on the date of repurchase or (ii) the original purchase price.

Early exercises of options are not deemed to be substantive exercises for accounting purposes and accordingly, amounts received for

early exercises are recorded as a liability.

These amounts are reclassified to common stock and additional paid-in capital as the underlying shares vest.

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Revenue Recognition

The Company derives revenue from the design, development, and construction of specialized quantum computing hardware together with related services, from providing access to its quantum-computing-as-a-service (“QCaaS”), and from consulting services related to co-developing algorithms on the quantum computing systems.

The Company derives revenue from the design, development, construction and sale of specialized quantum computing hardware together with related maintenance and support, from providing access to its quantum-computing-as-a-service (“QCaaS” or “Platform” services), and from consulting services related to co-developing algorithms on the quantum computing systems.

The Company applies the provisions of the FASB Accounting Standards Update (“ASU”), Revenue from Contracts with Customers (“ASC 606”), and all related applicable guidance.

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In limited situations, for certain contracts executed in prior years, when the standalone selling price was not known, due to it being either highly variable or uncertain, the Company allocated the transaction price using the residual approach.

Estimates related to standalone selling price have not had a material impact on revenue recognized in recent periods.

The Company has determined that its QCaaS contracts represent a combined, stand-ready performance obligation to provide access to its quantum computing systems together with related maintenance and support.

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Fixed fee arrangements may also include a variable component whereby customers pay an amount for usage over contractual minimums contained in the contracts.

For performance obligations related to providing QCaaS access, fixed fees are recognized on a straight-line basis over the access period.

Variable usage fees are recognized in the period they occur.

The Company has determined that contracts that contain consulting services related to co-developing quantum computing algorithms and the ability to use its quantum computing systems to run such algorithms represent a combined performance obligation that is satisfied over-time.

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Factors considered in these estimates include the Company's historical performance, the availability, productivity and cost of labor, the nature and complexity of work to be performed, the effect of change orders, availability and cost of materials, and the effect of any delays in performance.

For performance obligations related to providing QCaaS access, fixed fees are recognized on a straight-line basis over the access period.

Variable usage fees in excess of fixed minimums are recognized during the period of such usage.

For the years ended December 31, 2024, 2023 and 2022, substantially all revenue was recognized based on transfer of service over time.

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Customers also have the ability to make advance payments.

If a contract exists under ASC 606, advance payments are recorded as a contract liability until services are delivered or obligations are met and revenue is earned.

Advance payments are recorded as a contract liability until services are delivered or obligations are met and revenue is earned.

Contract liabilities to be recognized in the succeeding 12-month period are classified as current and the remaining amounts are classified as non-current liabilities in the Company’s consolidated balance sheets.

As of December 31, 2023, approximately $ 69.1 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied), including both funded (firm orders for which funding has been both authorized and appropriated by the customer) and unfunded (firm orders for which funding has not been appropriated) orders.

Unexercised contract options are not included in remaining performance obligations until the time the option is exercised.

The Company expects approximately 40 % of the remaining performance obligations to be recognized as revenue within the next twelve months .

The following table summarizes the changes in unearned revenue for the years ended December 31, 2023 and 2022 (in thousands):

Beginning balance

Revenue recognized

New deferrals, net

Ending balance

Assets Recognized from Costs to Obtain a Contract

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As of December 31, 2024 and 2023, total capitalized costs were $ 2.4 million and $ 2.8 million, respectively.

Amortization expense was $ 0.6 million and less than $ 0.1 million for the years ended December 31, 2023 and 2022 , respectively, and is included in sales and marketing in the consolidated statements of operations.

Amortization expense was $ 1.7 million, $ 0.6 million and less than $ 0.1 million for the years ended December 31, 2024, 2023 and 2022 , respectively, and is included in sales and marketing in the consolidated statements of operations.

Cost of Revenue

Cost of revenue primarily consists of expenses related to delivering the Company's services, including personnel-related expenses, allocated facility and other costs for customer facing functions, and costs associated with maintaining the Company's in-service quantum computing systems to ensure proper calibration as well as costs incurred for maintaining the cloud on which the QCaaS resides.

Cost of revenue also includes hardware costs for construction of specialized quantum computing hardware.

Cost of revenue primarily consists of expenses related to construction of specialized quantum computing hardware and delivery of our services, including personnel-related expenses, hardware costs, allocated overhead costs for customer facing functions, and costs associated with maintaining the Company's in-service quantum computing systems to ensure proper calibration as well as costs incurred for maintaining the cloud on which the QCaaS resides.

Personnel-related expenses include salaries, benefits, and stock-based compensation.

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Research and Development

Research and development expenses consist of personnel-related costs, including salaries, benefits and stock-based compensation expense, and allocated shared resource costs for the Company’s hardware, software and engineering personnel who design and develop the Company’s quantum computing systems and research new quantum computing technologies.

Research and development expenses consist of personnel-related costs, including salaries, benefits and stock-based compensation, and allocated overhead costs for the Company’s research and development function.

Unlike a standard computer, design and development efforts continue throughout the useful life of the Company’s quantum computing systems to ensure proper calibration and optimal functionality.

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Under an agreement with Duke University (“Duke”), the Company issued common shares to Duke in consideration for research and development services through July 15, 2026.

The agreement is considered a research and development service arrangement and recorded as a prepayment based on the fair value of the common stock issued and is amortized over the term of the arrangement as services are received.

The agreement is considered a research and development service arrangement and is

recorded as a prepayment based on the fair value of the common stock issued and is amortized over the term of the arrangement as services are received and is recognized in research and development in the consolidated statements of operations.

Refer to Note 9 for further information on the Duke agreements.

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Advertising costs are expensed as incurred and are included in sales and marketing expenses in the consolidated statements of operations.

These costs were $ 0.9 million and $ 1.3 million for the years ended December 31, 2023 and 2022 , respectively.

These costs were $ 0.2 million, $ 0.9 million and $ 1.3 million for the years ended December 31, 2024, 2023 and 2022 , respectively.

Stock-Based Compensation

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Excess tax benefits or tax deficiencies from stock option exercises are recognized in the income tax provision in the period in which they occur.

The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more-likely-than-not that some portion or all of its deferred tax assets will not be realized.

The Company determines the realizability of its deferred tax assets primarily based on the reversal of existing taxable temporary differences and projections of future taxable income (exclusive of reversing temporary differences and carryforwards).

In evaluating such projections, the Company considers its history of profitability and the time frame over which it would take to utilize the deferred tax assets prior to their expiration.

For certain tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken.

The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is not more-likely-than-not that some portion or all of its deferred tax assets will be realized.

For certain income tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken.

Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the consolidated financial statements.

The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.

There were no amounts recognized relating to interest and penalties in the consolidated statements of operations for the years ended December 31, 2023 and 2022 .

There were no amounts recognized relating to interest and penalties in the consolidated statements of operations for any

of the years ended December 31, 2024, 2023 and 2022 .

The Company had no uncertain income tax positions as of either December 31, 2024 or 2023 .

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The Company’s deposits routinely exceed amounts guaranteed by the Federal Deposit Insurance Corporation.

While the Company has not experienced any losses in such accounts, the

failure of Silicon Valley Bank (“SVB”), at which the Company held cash and cash equivalents in multiple accounts, exposed the Company to limited credit risk prior to the completion by the Federal Deposit Insurance Corporation of the resolution of SVB in a manner that fully protected all depositors.

The Company’s accounts receivable are derived from customers primarily located in the U.S.

The Company’s accounts receivable are derived from customers primarily located in the U.S., including the U.S.

The Company performs periodic evaluations of its customers’ financial condition and generally does not require its customers to provide collateral or other security to support accounts receivable and maintains an allowance for credit losses.

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For the year ended December 31, 2024 , the Company had two significant customers that accounted for 77 % of total revenue.

For the year ended December 31, 2023, the Company had two significant customers that accounted for 58 % of total revenue.

For the year ended December 31, 2022, the Company had three significant customers that accounted for 70 % of total revenue.

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Net loss attributable to common stockholders

Weighted average shares used in computing net loss per share

attributable to common stockholders—basic and diluted

Net loss per share attributable to common stockholders—basic

In periods with a reported net loss, the effect of anti-dilutive stock options, unvested restricted stock units, unvested common stock (including unvested restricted common stock) and warrants are excluded and diluted loss per share is equal to basic loss per share.

The following is a summary of the weighted average common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive:

Weighted average shares used in computing net loss

per share attributable to common stockholders—

basic and diluted

Net loss per share attributable to common

stockholders—basic and diluted

In periods with a reported net loss, the effect of stock options, warrants, unvested restricted stock units, unvested performance-based restricted stock units, and unvested common stock (including unvested restricted common stock) are excluded and diluted loss per share is equal to basic loss per share.

Common stock options outstanding

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Recently Adopted Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses, along with various updates and improvements.

The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount.

The Company adopted this standard effective January 1, 2023, and it did not have a material effect on the consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

The ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S.

Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features.

The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception.

The ASU also simplifies the diluted net income per share calculation in certain areas.

The Company adopted this standard effective January 1, 2023, in the consolidated financial statements.

The adoption of this guidance did not have a material impact on the consolidated financial statements and related disclosures.

Recently Issued Accounting Standards Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of ASU 2023-07 should be applied on a retrospective basis, with early adoption permitted.

The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

The Company adopted this standard for the year ended December 31, 2024, and has applied the standard retrospectively to all prior periods presented in the consolidated financial statements.

Refer to Note 22 for further details.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

On December 30, 2022, the Company acquired the assets of Entangled Networks Ltd.

for total cash consideration of $ 1.0 million.

The acquisition supports the Company’s efforts to build large-scale quantum computers by enabling computation across multiple distributed quantum processors.

As part of the final purchase price allocation, the Company recorded $ 0.3 million in identifiable intangible assets and $ 0.7 million in goodwill.

In November 2024, the FASB issued ASU 2024-03, Income Statement -- Reporting Comprehensive Income -- Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires additional expense disclosures by public business entities in the notes to the financial statements.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this accounting standard update on its financial statement disclosures.

BUSINESS COMBINATIONS

Qubitekk Federal, LLC

On December 27, 2024, the Company acquired Qubitekk Federal, LLC (“Qubitekk”) for total consideration of approximately $ 22.1 million of cash consideration, of which $ 15.5 million was paid at closing, with the remainder to be paid over the next eighteen months, subject to reductions for indemnities, working capital adjustments, and certain other conditions that existed at the acquisition date.

The holdback liabilities are recorded in accrued expenses and other current liabilities and other noncurrent liabilities on the consolidated balance sheets.

The acquisition supports the Company’s quantum networking capabilities by expanding its quantum networking expertise and technology portfolio.

The Company incurred approximately $ 1.5 million in acquisition costs, which were primarily related to fees associated with financial and legal advisors and were recorded in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2024.

The Company utilized a benchmarking approach based on comparable transactions within the Company's industry peer group to determine the preliminary fair values of intangible assets acquired.

Upon completion of the final purchase price allocation, the final fair values of assets acquired and resulting goodwill may differ materially from the preliminary assessment.

The following table summarizes the preliminary fair values of Qubitekk assets acquired as of the acquisition date (in thousands):

Accounts receivable

Prepaid expenses and other current assets

Intangible assets

Other noncurrent assets

Total fair value of net assets acquired

The goodwill of $ 9.2 million is primarily attributable to Qubitekk's specialized assembled workforce and expected future synergies from combining operations.

We expect the goodwill from this acquisition will be deductible for income tax purposes.

Identifiable intangibles recognized consists of $ 7.7 million in customer relationships and $ 4.0 million in developed technology, each with useful lives of 5 years, and $ 0.2 million in trademarks with an indefinite useful life.

The Company has included the revenue and expenses of Qubitekk in its consolidated financial statements from the date of acquisition.

Qubitekk's financial results are not material to the Company's results of operations.

No summarized unaudited pro forma results are provided for the Qubitekk acquisition due to the immateriality of this acquisition relative to the Company's consolidated financial position and results of operations.

CASH, CASH EQUIVALENTS, RESTRICTED CASH AND INVESTMENTS

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Commercial paper

Corporate notes and bonds

Corporate notes and

Municipal bonds

US government and agency

Total cash, cash equivalents,

restricted cash and

US government and

Total cash, cash

restricted cash

and investments

Unrealized losses related to investments were primarily a result of interest rate fluctuations.

The following table presents information about the Company’s investments in available-for-sale securities with gross unrealized losses and the length of time that individual securities have been in a continuous unrealized loss position (in thousands):

The following tables present information about the Company’s investments in available-for-sale securities with gross unrealized losses and the length of time that individual securities have been in a continuous unrealized loss position (in thousands):

As of December 31, 2024

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Gross Unrealized

Corporate notes and bonds

US government and agency

As of December 31, 2023

Less than 12 Months

12 Months or Longer

Gross Unrealized

Commercial paper

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US government and agency

There were no securities in a gross unrealized loss position for greater than twelve months as of December 31, 2022.

The Company did no t have any allowance for credit losses as of either December 31, 2023 or December 31, 2022.

The Company did no t have any allowance for credit losses as of either December 31, 2024 or 2023.

The Company neither intends to nor believes that it is more likely than not that it will be required to sell the investments in an unrealized loss position before the recovery of the associated amortized cost basis.

1 unchanged sentence

Cash and money market funds

Commercial paper

Corporate notes and bonds

Municipal bonds

US government and agency

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Short-term investments:

Commercial paper

Corporate notes and bonds

Municipal bonds

US government and agency

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Cash and money market funds (1)

US government and agency

Total cash, cash equivalents and restricted cash

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Corporate notes and bonds

Municipal bonds

US government and agency

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Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period.

There were no transfers between levels during the years ended December 31, 2023 and 2022.

There were no transfers between levels during the current period.

On December 31, 2024 , the closing trading price of the public warrants was $ 30.46 per warrant.

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Property and equipment, net is composed of the following (in thousands):

Computer equipment and acquired computer software

Machinery, equipment, furniture and fixtures

Leasehold improvements

Quantum computing systems

Leasehold improvements

Machinery, equipment, furniture and fixtures

Computer equipment and acquired computer software

Gross property and equipment

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Total property and equipment, net

Depreciation expense for the years ended December 31, 2023 and 2022 was $ 7.2 million and $ 4.0 million, respectively.

Depreciation expense for the years ended December 31, 2024, 2023 and 2022, was $ 13.0 million, $ 7.2 million and $ 4.0 million, respectively.

INTANGIBLE ASSETS, NET

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December 31, 2024

Website and other

Internal-use software

Customer relationships

Developed technology

Internally developed software

December 31, 2022

Website and other

December 31, 2023

Internal-use software

Developed technology

Internally developed software

Total amortization expense for intangible assets for the years ended December 31, 2023 and 2022, was $ 3.2 million and $ 1.6 million, respectively.

Website and other

Total amortization expense for intangible assets for the years ended December 31, 2024, 2023 and 2022, was $ 5.6 million, $ 3.2 million and $ 1.6 million, respectively.

As of December 31, 2024, the projected annual amortization expense for the Company’s intangible assets is as follows (in thousands):

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Total amortization expense

Changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023, were as follows:

Beginning balance

Foreign currency translation

Ending balance

AGREEMENTS WITH UNIVERSITY OF MARYLAND AND DUKE UNIVERSITY

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In December 2020, the Company amended its Option Agreement with Duke, and under this amendment, the Company issued 1,214,317 shares of common stock to Duke in consideration for research and development services through July 15, 2026.

Under the terms of the amended Option Agreement, the issuance of shares is a nonrefundable upfront payment in exchange for research and development services by Duke whereby the Company will obtain rights to any potential future intellectual property developed during the term.

As such, the fair value of the shares of common stock was recorded as a prepaid expense and is being amortized over the term of the arrangement as services are received.

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Prepaid expenses

Accrued interest receivable

Other current assets

Total prepaid expenses and other current assets

Accrued expenses are composed of the following (in thousands):

Accrued expenses and other current liabilities are composed of the following (in thousands):

Accrued salaries and other payroll liabilities

Acquisition holdback liabilities

Accrued professional services

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Accrued expenses—other

Total accrued expenses

Total accrued expenses and other current liabilities

COMMITMENTS AND CONTINGENCIES

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The IonQ Defendants and Additional Defendants filed oppositions to plaintiffs’ motion on December 1, 2023, and plaintiffs filed their reply on January 8, 2024.

Both the IonQ Defendants and Additional Defendants intend to defend the matters vigorously.

Given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from the associated suit.

Glatt Litigation

On January 12, 2021, dMY Technology Group, Inc.

II, dMY Sponsor II, LLC, dMY, and dMY Sponsor III, LLC (“Sponsor”) accepted service of a lawsuit where they were named as counterclaim defendants in an underlying action by and between GTY Technology Holdings, Inc.

(“GTY”), dMY Technology Holdings Inc., dMY Sponsor, LLC, dMY Sponsor II, LLC, dMY Technology Group Inc.

II, dMY and Sponsor (collectively “dMY Defendants”) and Carter Glatt (“Glatt”) and Captains Neck Holdings LLC (“Captains Neck”), an entity of which Mr.

Glatt is a member.

The underlying lawsuit, filed by dMY Technology Group, Inc.

and dMY Sponsor, LLC, seeks a declaratory judgment that Glatt and Captains Neck are not entitled to membership units of dMY Sponsor LLC, which was formed by Harry L.

You, the co-founder and former President and Chief Financial Officer of GTY when Glatt was still working at GTY.

The underlying lawsuit contains claims arising from Glatt’s termination of employment from GTY, including theft and misappropriation of confidential GTY information, breach of contract, breach of the duties of loyalty and fiduciary duty and conversion.

Glatt responded to the underlying lawsuit by adding members of the Sponsor and officers of dMY as additional counterclaim defendants (collectively with the dMY Defendants Glatt and Captains Neck, the “Counterclaim Defendants”) and adding Dune Acquisition Holdings LLC, a newly formed special purpose acquisition company, as a counterclaimant and asserting claims for breach of contract, fraudulent misrepresentation, negligent misrepresentation, tortious interference with business relations, quantum meruit and unjust enrichment.

dMY and the Company have never employed Glatt nor maintained any business agreements with him.

The Counterclaim Defendants denied the claims against them and filed a motion to dismiss the suit.

During 2023, the court dismissed the claims against dMY Technology Group, Inc.

III (“dMY III”), the former legal registrant of IonQ, Inc and the case is now considered closed.

On July 10, 2024, the plaintiffs' motion for post-judgment relief was denied and the District Court of Maryland directed the clerk to close the case.

On July 26, 2024, the plaintiffs filed a Notice of Appeal with the Fourth Circuit Court of Appeals seeking to review the trial court's decision.

Plaintiffs filed their Opening Brief in the Fourth Circuit on September 9, 2024.

A response brief by IonQ Defendants was filed on October 8, 2024 and plaintiffs’ reply brief was filed on October 29, 2024.

Oral argument in the Fourth Circuit occurred on January 31, 2025.

Given the uncertainty of litigation and the legal standards that must be met for, among other things, success on the case merits, the Company cannot reasonably estimate the possible loss or range of loss, if any, that may result from the associated suit.

STOCKHOLDERS’ EQUITY

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WARRANT TRANSACTION AGREEMENT

In November 2019, contemporaneously with a revenue arrangement, the Company entered into a contract, pursuant to which the Company agreed to issue to a customer warrants to acquire shares of Legacy IonQ Series B-1 preferred stock (the “Warrant Shares”), subject to certain vesting events.

In November 2019, contemporaneously with a revenue arrangement, the Company entered into a contract, pursuant to which the Company agreed to issue warrants to acquire shares of Legacy IonQ Series B-1 preferred stock (the “Warrant Shares”) to a customer, subject to certain vesting events.

Upon closing of the Business Combination, these warrants exercisable for Legacy IonQ Series B-1 preferred stock were assumed by the Company and converted into a warrant to purchase shares of common stock.

Except as specifically provided in the Merger Agreement, the Warrant Shares will have the same terms and be subject to the same conditions (including applicable vesting conditions) as set forth in the Legacy IonQ warrant agreement.

As of December 31, 2023 , the contract allows for the customer to acquire up to 8,301,202 shares of common stock in the Company.

As the Warrant Shares were issued in connection with an existing commercial agreement with a customer, the value of the Warrant Shares was determined to be consideration payable to the customer and consequently is treated as a reduction to revenue recognized under the corresponding revenue arrangement.

Approximately 6.5 % of the Warrant Shares vested and became immediately exercisable in August 2020.

The remaining Warrant Shares will vest and become exercisable upon satisfaction of certain milestones based on revenue generated under the commercial agreement with the customer, to the extent certain prepayments are made by the customer.

The exercise price for the Warrant Shares is $ 1.38 per share and the warrant is exercisable through November 2029.

The contract allowed for the customer to acquire up to 8,301,202 shares of common stock in the Company.

The fair value of the Warrant Shares at the date of issuance was determined to be $ 8.7 million.

As the Warrant Shares were issued in connection with an existing commercial agreement with a customer, the value of the Warrant Shares was determined to be consideration payable to the customer and consequently was treated as a reduction to revenue recognized under the corresponding revenue arrangement.

In August 2020, 543,152 of the Warrant Shares vested and became immediately exercisable.

The exercise price for the vested Warrant Shares is $ 1.38 per share and the warrant is exercisable through November 2029.

As of December 31, 2024, no additional Warrant Shares can be vested pursuant to the terms of the warrant agreement and accordingly, the remaining 7,758,050 unvested Warrant Shares were forfeited.

WARRANT LIABILITIES

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No public warrants have been redeemed by the Company as of December 31, 2024 .

Disaggregated Revenue

The Company's revenues disaggregated by revenue source is as follows (in thousands):

Specialized quantum computing hardware

Platform, consulting and support services

Total revenue

The Company's revenues disaggregated by customer location is as follows (in thousands):

United States

International

Total revenue

Remaining Performance Obligations

As of December 31, 2024 , approximately $ 77.2 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied), including both funded (firm orders for which funding has been both authorized and appropriated by the customer) and unfunded (firm orders for which funding has not been appropriated) orders.

Unexercised contract options are not included in remaining performance obligations until the time the option is exercised.

Company expects approximately 40 % of the remaining performance obligations to be recognized as revenue within the next twelve months .

Unearned Revenue

The following table summarizes the changes in unearned revenue for the years ended December 31, 2024, 2023 and 2022 (in thousands):

Beginning balance

Revenue recognized

New deferrals, net

Ending balance

STOCK-BASED COMPENSATION

6 unchanged sentences

The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards (“RSU”), performance awards and other forms of awards to employees, directors, and consultants.

The number of shares of the Company’s common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each year, beginning on January 1, 2022, and continuing through and including January 1, 2031, by 5 % of the Fully Diluted Common Stock (as defined in the 2021 Plan) outstanding on December 31 of the preceding year, or a lesser number of shares determined by the Company’s board of directors prior to such increase.

The number of shares of the Company’s common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each year, through and including January 1, 2031, by 5 % of the Fully Diluted Common Stock (as defined in the 2021 Plan) outstanding on December 31 of the preceding year, or a lesser number of shares determined by the Company’s board of directors prior to such increase.

As of January 1, 2025, the number of shares reserved for issuance under the 2021 Plan increased by 14,532,010 .

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The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option.

Expected Volatility —As the Company was privately held until 2021 and there has been limited history of a public market for its common stock prior to closing the Business Combination, the expected volatility is based on the average historical stock price volatility of comparable publicly-traded companies in its industry peer group, financial, and market capitalization data.

For stock options granted during the years ended December 31, 2024, 2023 and 2022, the assumptions for the Black-Scholes option-pricing model were developed as follows:

Expected Volatility —The expected volatility was based on the average historical stock price volatility of comparable publicly-traded companies in the Company's industry peer group, financial, and market capitalization data, due to the limited history of a public market for the Company's common stock prior to closing the Business Combination relative to the expected term of the options.

Expected Term —The expected term of the Company’s options represents the period that the stock options are expected to be outstanding.

The Company has estimated the expected term of its employee stock option awards using the SAB Topic 14 Simplified Method allowed by the FASB and SEC, for calculating expected term as it has limited historical exercise data to provide a reasonable basis

upon which to otherwise estimate expected term.

The Company has estimated the expected term of its employee stock option awards using the SAB Topic 14 Simplified Method allowed by the FASB and SEC for calculating expected term, as it has limited historical exercise data to provide a reasonable basis upon which to otherwise estimate expected term.

Certain of the Company’s stock options began vesting prior to the grant date, in which case the Company uses the remaining vesting term at the grant date in the expected term calculation.

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As such, the dividend yield has been estimated to be zero .

Fair Value of Underlying Common Stock —For stock options granted under the 2015 Plan, because the Company’s common stock was not yet publicly traded on the date of grant, the Company estimated the fair value of common stock prior to closing the Business Combination.

The board of directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards were approved.

The factors considered included, but were not limited to:

(i) the results of contemporaneous independent third-party valuations of the Company’s common stock;

(ii) the prices, rights, preferences, and privileges of Legacy IonQ’s previously Convertible Redeemable Preferred Stock relative to those of its common stock;

(iii) the lack of marketability of the Company’s common stock;

(iv) actual operating and financial results;

(v) current business conditions and projections;

(vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions;

and (vii) precedent transactions involving the Company’s shares.

For stock options granted under the 2021 Plan, the Company utilizes the closing stock price on the date of grant as the fair value of the common stock underlying such options.

Fair Value of Underlying Common Stock —The Company utilizes the closing stock price on the date of grant as the fair value of the common stock underlying such stock options in the Black-Scholes option-pricing model.

The assumptions used to estimate the fair value of stock options granted are as follows:

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Expected to vest after December 31, 2024

The following table summarizes additional information on RSU grants and vesting (in millions, except per share amounts):

Total fair value of RSUs that vested

Weighted-average grant date fair value per share for

During the years ended December 31, 2024, 2023 and 2022, the Company released 1,064,518 , 566,389 and 81,134 RSUs, respectively, related to the settlement of an accrued bonus liability.

Performance-Based Restricted Stock Units

During the year ended December 31, 2023 , the Company granted performance-based restricted stock unit awards (“PSU”) to certain officers and employees, which vest over approximately four years .

The target number of PSUs granted was 4,641,564 .

The Company grants performance-based restricted stock unit awards (“PSU”) to certain officers and employees, which vest over approximately two to four years .

The number of shares that can be earned will range from 0 % to 300 % of the target number of shares, based on the Company's achievement of certain financial and technical goals, as well as a stock price hurdle requirement for a portion of the awards.

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The number of PSUs expected to vest and for which compensation cost has been recognized is based on the number of awards that the Company believes are probable of vesting as of December 31, 2024.

No PSUs were granted during the year ended December 31, 2022.

For the portion of the PSUs subject to the stock price hurdle, the fair value was determined using a Monte Carlo simulation model.

The Monte Carlo simulation model requires estimates of highly subjective assumptions, which affect the fair value of each PSU.

The Monte Carlo simulation model requires estimates of subjective assumptions, which affect the fair value of each PSU.

For PSUs granted during the years ended December 31, 2024, 2023 and 2022, the assumptions for the Monte Carlo simulation model were developed as follows:

Expected Volatility —The expected volatility in 2024 was determined based on the Company's historical and implied stock price volatility.

The expected volatility in 2023 was based on the average historical stock price volatility of comparable publicly traded companies in the Company's industry peer group, financial, and market capitalization data, due to the limited history of a public market for the Company's common stock prior to closing the Business Combination.

Contractual Term —The Company utilizes the remaining performance period on the date of grant as the contractual term, which represents the period that the PSUs are expected to be outstanding.

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(1) Represents the number of PSUs expected to vest, which may exceed the target number of shares, based on the Company's probability assessment of expected performance during the performance period.

The following table summarizes additional information on PSU grants:

Weighted-average grant date fair value per share for

Stock-Based Compensation Expense

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Unrecognized Stock-Based Compensation

A summary of the Company's remaining unrecognized compensation expense and the weighted-average remaining amortization period as of December 31, 2023, related to its non-vested stock option awards, RSUs and PSUs is presented below (in millions, except time period amounts):

A summary of the Company's remaining unrecognized compensation expense and the weighted-average remaining amortization period as of December 31, 2024, related to its non-vested RSUs, PSUs, and stock option awards is presented below (in millions, except time period amounts):

Period (Years)

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The number of shares of common stock initially reserved for issuance under the ESPP was 5,354,000 shares.

The ESPP provides for an annual increase on January 1 of each year, beginning on January 1, 2022, and continuing through and including January 1, 2031, equal to the lesser of (i) 1 % of the fully diluted shares of common stock outstanding on the last day of the prior fiscal year, (ii) 10,708,000 shares, or (iii) a lesser number of shares determined by the Company’s board of directors prior to such increase.

The ESPP provides for an annual increase on January 1 of each year and continuing through and including January 1, 2031, equal to the lesser of (i) 1 % of the fully diluted shares of common stock outstanding on the last day of the prior fiscal year, (ii) 10,708,000 shares, or (iii) a lesser number of shares determined by the Company’s board of directors prior to such increase.

The board of directors elected not to approve the annual increase of ESPP shares on January 1, 2025.

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As of December 31, 2024 , no shares of common stock had been issued under the ESPP and no offering period had been set by the board of directors.

The current and deferred components of the provision for income taxes for federal, state and foreign jurisdictions for the years ended December 31, 2023 and 2022 are as follows (in thousands):

The current and deferred components of the provision for income taxes for federal, state and foreign jurisdictions are as follows (in thousands):

Year Ended December 31,

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R&D tax credits

Stock-based compensation

Warrant expense

Warrant (gain) loss

Change in tax rates

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Ending balance

The Company had pre-tax U.S.

The Company had U.S.

federal and state net operating loss carryforwards of approximately $ 224.2 million and $ 148.1 million, respectively, as of December 31, 2024 .

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The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets.

Based on the Company’s history of operating losses, including a three-year cumulative loss position as of December 31, 2023 and 2022 , the Company has concluded that it is not more likely than not that its deferred income tax assets will be realized.

Accordingly, the Company has provided a full valuation allowance , for each of the years ended December 31, 2023 and 2022.

The net increase in the valuation allowance of $ 42.8 million is due to the impacts of capitalized research and development and current year operating losses.

Based on the Company’s history of operating losses, including a three-year cumulative loss position as of December 31, 2024 and 2023 , the Company has concluded that it is not more likely than not that its net deferred income tax assets will be realized.

Accordingly, the Company has provided a full valuation allowance as of December 31, 2024 and 2023.

The net increase in the valuation allowance of $ 75.3 million is due to the impact of capitalized research and development and current year operating losses.

The Company is generally subject to a three-year statute of limitations by major tax jurisdictions.

The current tax years that are subject for examination are tax years 2021 through 2023 , although tax years dating back to 2016 remain open up to the tax attribute amounts carried forward for future use.

The Company has operating leases for its various facilities, including its two primary locations in College Park, Maryland, and Bothell, Washington.

The Company has operating leases for its various facilities, including its primary locations in College Park, Maryland;

Bothell, Washington;

and Arlesheim, Switzerland.

The College Park, Maryland facility is used for research and development, servicing customers and corporate functions and is leased from UMD.

Refer to Note 18 for further information.

The Bothell, Washington facility is used for manufacturing, research and development, and general office space.

Both the College Park, Maryland, and Bothell, Washington, leases expire in 2030 .

As of December 31, 2023 and 2022, the weighted-average remaining lease term was 6.5 years and 7.9 years, respectively, and the weighted-average discount rate was 9.0 % and 11.9 % , respectively.

The Bothell, Washington facility is used for manufacturing, research and development, servicing customers, and general office space.

The Arlesheim, Switzerland facility is used for servicing customers and general office space.

Both the College Park, Maryland, and Bothell, Washington, leases expire in 2030 and the Arlesheim, Switzerland lease expires in 2029 .

As of December 31, 2024 and 2023, the Company's weighted-average remaining lease term was 5.2 years and 6.5 years, respectively, and the weighted-average discount rate was 8.2 % and 9.0 % , respectively.

The Bothell, Washington facility lease includes a landlord-provided tenant improvement allowance to offset a portion of the costs of the construction of leasehold improvements.

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Supplemental cash flow and other information related to operating leases was as follows (in thousands):

Cash payments (receipts) included in the measurement of operating lease

liabilities, net

Cash payments (receipts) included in the measurement of

operating lease liabilities, net

As of December 31, 2024, maturities of operating lease liabilities are as follows (in thousands):

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imputed interest

lease incentives

Present value of operating lease liabilities

In December 2023, the Company amended the Bothell, Washington lease agreement to increase the rentable square feet by approximately 36,000 (the “Additional Space”), for a total of 101,000 square feet.

The lease amendment is accounted for as a lease modification in accordance with ASC 842, resulting in a $ 0.8 million reduction to the ROU asset and lease liability for the existing space.

The lease for the Additional Space will commence in 2024 and expire in 2030 .

The lease amendment provides for total future lease payments of approximately $ 4.3 million for the Additional Space.

In February 2024, the Company entered into a lease agreement for approximately 27,000 square feet in Arlesheim, Switzerland, which will commence in 2024 and expire in 2029 , with total future lease payments of approximately $ 4.3 million.

EMPLOYEE BENEFIT PLAN

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The 401(k) Plan provides for a discretionary employer-matching contribution.

The Company made a matching contribution of $ 1.6 million and $ 0.9 million to the 401(k) Plan for the years ended December 31, 2023 and 2022 , respectively.

The Company made a matching contribution of $ 2.4 million, $ 1.6 million and $ 0.9 million to the 401(k) Plan for the years ended December 31, 2024, 2023 and 2022 , respectively.

RELATED PARTY TRANSACTIONS

Transactions with UMD and Duke

As described in Note 8, the Company entered into a License Agreement and Option Agreement with UMD and Duke whereby the Company, in the normal course of business, has licensed certain intellectual property and, in the case of the amendments to the Option Agreements, has purchased research and development services.

The Company considers these agreements to be related party transactions because the Company’s Co-founder and Chief Technology Officer serves as a professor at Duke and the Company’s Co-founder and former Chief Scientist served as a professor at UMD.

During 2021, the Company’s former Chief Scientist moved to Duke and, in his role as a professor at Duke, co-lead the research subject to the License Agreement and Option Agreement with Duke, alongside the Company's Chief Technology Officer, until his departure from the Company.

The Company's Chief Technology Officer continues to lead the research subject to the License Agreement and Option Agreement with Duke as of December 31, 2023.

In addition, the Company has an operating lease for office space with UMD, which expires in 2030.

Future minimum lease payments as of December 31, 2023 are $ 5.7 million.

The lease costs and cash flow related to the operating lease were as follows (in thousands):

Fixed lease cost

Lease payments

A summary of the weighted-average remaining lease term and weighted-average discount rate is presented below:

Weighted-average remaining lease term (in years)

Weighted-average discount rate

In September 2021, the Company entered into a contract with UMD to provide certain quantum computing services and facility access (the “UMD Quantum Agreement”) related to the National Quantum Lab at UMD in exchange for payments totaling $ 14.0 million over three years .

Over the term of the contract, the Company estimates that it will make payments to UMD of approximately $ 1.4 million, including a contribution of $ 1.0 million to establish the IonQ Endowed Professorship in the College of Computer, Mathematical and Natural Sciences at UMD.

The pledge and other estimated payments to UMD will not be an exchange for distinct goods or services under the provisions of ASC 606 and therefore are considered a reduction of the transaction price for the UMD Quantum Agreement.

The transaction price is currently estimated at $ 12.6 million, reflecting this reduction.

In July 2022, the Company entered into an agreement to provide customized quantum computing hardware to UMD for a transaction price of $ 0.7 million.

The Company’s results from transactions with related parties, as reflected in the consolidated statements of operations are detailed below.

Except as noted below, all transactions in the table below relate to the Company’s arrangements with UMD (in thousands):

Cost of revenue

Research and development (1)

Sales and marketing (2)

General and administrative (3)

(1) Included in research and development are expenses attributable to Duke of $ 0.5 million for each of the years ended December 31, 2023 and 2022.

(2) Included in sales and marketing are expenses attributable to Duke of less than $ 0.1 million and zero for the years ended December 31, 2023 and 2022, respectively.

(3) Included in general and administrative are expenses attributable to Duke of less than $ 0.1 million and zero for the years ended December 31, 2023 and 2022, respectively.

The Company has the following balances related to transactions with related parties, as reflected in the consolidated balance sheets.

Except as noted below, all transactions in the table below relate to the Company’s arrangements with UMD (in thousands):

Prepaid expenses and other current assets ($ 520 and $ 520 attributable

Transactions with University of Maryland

The Company has contracts with UMD, including contracts to provide certain quantum computing services and facility access, to provide customized quantum computing hardware, and an operating lease.

Following the departure of the Company's Chief Scientist, UMD is no longer considered a related party as of January 1, 2024.

Revenue recognized from contracts entered into while UMD was a related party was $ 3.5 million, $ 4.6 million and $ 4.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company had the following balances related to contracts entered into while UMD was a related party, as reflected in the consolidated balance sheets (in thousands):

Operating lease right-of-use asset

Other noncurrent assets ($ 805 and $ 1,325 attributable to Duke)

Accounts payable ($ 6 and zero attributable to Duke)

Accrued expenses ($ 6 and zero attributable to Duke)

Current operating lease liabilities

Current portion of operating lease liabilities

Unearned revenue

Non-current operating lease liabilities

Operating lease liabilities, net of current portion

Transactions with Duke University

In July 2016, the Company entered into an exclusive license agreement (the “License Agreement”) and an exclusive option agreement (the “Option Agreement”) with Duke whereby the Company, in the normal course of business, has licensed certain intellectual property and, in the case of the amendments to the Option Agreement, has purchased research and development services.

Following the departure of the Company's Chief Technology Officer, Duke is no longer considered a related party as of July 1, 2024.

The Company has the following balances related to agreements entered into while Duke was a related party, as reflected in the consolidated balance sheets (in thousands):

Prepaid expenses and other current assets

Other noncurrent assets

GEOGRAPHIC INFORMATION

Revenue generated for customers located in the United States was approximately 85 % and 82 % of revenue for the years ended December 31, 2023 and 2022 , respectively.

The following table summarizes long-lived asset balances, which includes property and equipment, net and operating lease right-of-use assets, for geographic areas that individually accounted for 10 % or more of the respective totals, as well as aggregate amounts for the remaining geographic areas (in thousands):

United States

Other international

Total long-lived assets

SEGMENT INFORMATION

The Company operates as one operating segment as its chief executive officer , who is the chief operating decision maker, reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

Consolidated net loss as reported on the consolidated statements of operations is used to evaluate performance and allocate resources.

The chief operating decision maker evaluates actual results compared to forecasted results for consolidated net loss, including significant expenses, when making decisions about allocating resources.

The following table presents revenue, significant expenses, and segment profit and loss (in thousands):

Operating costs and expenses excluding stock-based compensation:

Cost of revenue (excluding depreciation and amortization)

Research and development

Sales and marketing

General and administrative

Stock-based compensation

Depreciation and amortization

Other segment items:

(Gain) loss on change in fair value of warrant liabilities

Interest income, net

Other (income) expense, net

Income tax (benefit) expense

SUBSEQUENT EVENTS

In February 2025, the Company entered into a definitive agreement to acquire a controlling stake of ID Quantique SA, a global leader in quantum networking and sensing, headquartered in Geneva, Switzerland, in an all-stock transaction for up to approximately 5.2 million shares of common stock.

The transaction is expected to close in the next nine months, subject to customary closing conditions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures