IonQ paid Elisity's sellers at $35.68 a share on November 3. The market pays $26.43.
The 8-K filed November 5 discloses the exact share count IonQ paid for Elisity. Against the November 5 close of $26.43, the sellers' paper is already worth about a quarter less than the headline price.
Richard Tang · 2 min read
IonQ+15.70% — IonQ, up 15.70 percent today closed its Elisity acquisition on November 3 by handing the security software company's sellers 32,233,274 IonQ shares, with up to 4,265,934 more if revenue milestones through January 2028 are met 1. The deal was valued at $1.15 billion in stock, plus up to $150 million of earn-out 4.
Divide the value by the closing share count and the consideration was struck at about $35.68 a share ($1,150,000,000 ÷ 32,233,274 ≈ $35.68) 14. IonQ closed November 5 at $26.43 3. On the market's mark, those 32.2 million shares are worth about $852 million, roughly a quarter less than the sellers were promised two days earlier 3.
Three prices for IonQ stock in five weeks, only one of them the market's
IonQ struck both issuances a third and a quarter above where its shares now trade
- Estimate
Data
| Value | |
|---|---|
| October offering | 40 |
| Implied Elisity price (estimate) | 35.68 |
| Nov 5 close | 26.43 |
Both checks were written above the market
The Elisity shares are not the first issuance struck high. In October IonQ sold $2.0 billion of common stock and warrants at a combined $40.00 a unit, taking pro forma cash and investments to $3.7 billion; we reported that raise and its buyer, Heights Capital, on October 26 27.
That is the "financial firepower" CFO Inder Singh cited on the earnings call 3. The mechanism is now visible: the CFO booked $3.7 billion of firepower at issue prices of $40.00 and $35.68, in a currency the market marked at $26.43 on the day both deals were disclosed in full 3. Every acquisition and every raise adds shares, so the shareholder's exposure is dilution per dollar of revenue, not headline growth.
The record quarter is real; the profit is not
The operating quarter underneath is strong. Revenue hit a record $173.8 million, up 336%, guidance rose to $505 to $515 million, and 2027 capacity for the Superion 256 is sold out, with DARPA Stage C worth up to $300 million and a Superion 256 heading into NVIDIA's+2.30% — NVIDIA, up 2.30 percent today research center 26.
But the $564 million of net income came from an $896 million non-cash warrant revaluation; adjusted EBITDA lost $133.6 million and the nine months to September 30 are a $498 million loss 58. We covered the revenue mix and that warrant mark in our November 6 piece; what is new now is the 8-K's exact Elisity share count, priced against the tape 58.
Elisity's sellers now hold the cleanest mark
Elisity's sellers now hold the clearest answer to what IonQ's paper is worth. Their payout is IonQ stock, and it moves with IonQ's price, not IonQ's promises.
What to watch
Watch two things next. Whether IonQ expands Superion 256 capacity fast enough to convert the sold-out 2027 book into revenue without another discounted raise, and whether the Elisity earn-out through January 2028 is paid in a currency worth what it said 126.
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