Filed Pursuant to Rule 424(b)(3)
Registration No. 333-260008
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus dated
April 8, 2022)
Up to 105,086,092 Shares of Common Stock
Up to 11,500,000 Shares of Common Stock Issuable Upon Exercise of Warrants
Up to 4,000,000 Warrants to Purchase Common Stock
This prospectus supplement is
being filed solely to update the information contained in the table in the Selling Securityholders section of the prospectus dated April 8, 2022 (the Prospectus), which forms a part of our registration statement
on Form S-1 (No. 333-260008), to reflect transfers of shares of our common stock, $0.0001 par value per share (the common stock) from dMY Sponsor
III, LLC (the Sponsor) to certain members thereof.
The Prospectus and this prospectus supplement relate to the issuance by us of an
aggregate of up to 11,500,000 shares of our common stock, which consists of (i) up to 4,000,000 shares of common stock issuable upon the exercise of warrants (the Private Warrants) originally issued in a private placement to
the Sponsor in connection with the initial public offering of dMY Technology Group, Inc. III (dMY) and (ii) up to 7,500,000 shares of common stock issuable upon the exercise of warrants (the Public Warrants
and, together with the Private Warrants, the Warrants) originally issued in the initial public offering of dMY. We will receive the proceeds from any exercise of any Warrants for cash.
The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling securityholders named in this prospectus or
their permitted transferees (the selling securityholders) of (i) up to 105,086,092 shares of common stock consisting of (a) up to 34,500,000 shares of common stock issued in a private placement pursuant to
subscription agreements entered into on March 7, 2021, (b) up to 7,500,000 shares of common stock issued in a private placement to the dMY Initial Stockholders in connection with the initial public offering of dMY, (c) up to 4,000,000
shares of common stock issuable upon exercise of the Private Warrants and (d) up to 59,086,092 shares of common stock (including shares issuable upon the exercise of convertible securities) pursuant to that certain Amended and Restated
Registration Rights Agreement, dated September 30, 2021, between us and the selling securityholders granting such holders registration rights with respect to such shares and (ii) up to 4,000,000 Private Warrants. We will not receive any
proceeds from the sale of shares of common stock or Warrants by the selling securityholders pursuant to the Prospectus and this prospectus supplement.
The selling securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at
prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of common stock or Warrants, except with respect to amounts received by us upon exercise of the Warrants. We will bear all costs,
expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or blue sky laws. The selling securityholders will bear all commissions and discounts, if any,
attributable to their sale of shares of common stock or Warrants. See the section titled Plan of Distribution.
This prospectus supplement
updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any other amendments or supplements thereto. This prospectus supplement
should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our common stock and Public Warrants are listed on the New York Stock Exchange under the symbols IONQ and IONQ WS, respectively. On
May 9, 2022, the last reported sales price of our common stock was $5.08 per share and the last reported sales price of our Public Warrants was $1.19 per warrant.
We are an emerging growth company as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company
reporting requirements.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled
Risk Factors beginning on page 8 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus Supplement dated May 10, 2022