IonQ to go public via SPAC merger

U.S. quantum-computing provider IonQ Inc. agreed to merge with dMY Technology Group Inc. III, a publicly traded special-purpose acquisition company, in a deal that values the combined entity at about $2 billion.

The transaction will allow IonQ to trade its shares on the New York Stock Exchange under the symbol IONQ, a March 8 news release said.

As part of the deal, the combined entity will get about $300 million from dMY III's trust account, assuming no redemptions by dMY III's public stockholders. The entity will also secure gross proceeds of $350 million through a private investment in public equity, or PIPE, from several strategic and institutional investors. The list of investors includes Fidelity Management & Research Co. LLC, Breakthrough Energy Ventures LLC, Hyundai Motor Co., Kia Corp., Silver Lake, MSD Partners LP, Salesforce.com Inc. CEO Marc Benioff's investment fund TIME Ventures, New Enterprise Associates, Alphabet Inc.'s venture capital arm GV, and Mubadala Capital.

In exchange for the investment, the strategic investors will subscribe to 35 million shares of class A common stock, subject to varying lock-up periods of between 6 and 18 months, an SEC filing said. The shares are in turn subject to certain conditions, depending on the number of shares that each strategic investor subscribed for and a number of other factors.

The boards of both IonQ and dMY III approved the transaction, which is subject to customary closing conditions. These include the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and any other required regulatory approvals, the absence of any applicable law that prohibits the merger, the approval of dMY III stockholders, and the effectiveness of the merger registration statement to be filed by dMY III. The deal may be terminated by mutual consent of the companies or if the deal was not closed by Dec. 7, among other reasons.

Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC provided exclusive financial advice to IonQ and dMY III, respectively, on the deal. Both investment banks are also the co-lead placement agents on the PIPE, with Needham & Co. also acting as placement agent. Cooley LLP and Cleary Gottlieb Steen & Hamilton LLP are IonQ and dMY III's legal counsels, respectively.