IonQ Inc美股招股说明书(2026-03-11版)

Up to 2,562,642 Shares This prospectus supplement relates to the resale from time to time by the selling stockholder referenced in this prospectussupplement (the “selling stockholder”) of up to 2,562,642 shares of common stock, par value $0.0001 per share (the “commonstock”), of IonQ, Inc. (“IonQ,” “we,” “our” and “us”). We will not receive any proceeds from the sale of the shares of our commonstock offered by this prospectus supplement. The selling stockholder may sell the shares on any national securities exchange on which the shares may be listed at thetime of sale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges, such as privatelynegotiated transactions, or using a combination of these methods, and at fixed prices, at prevailing market prices at the time of thesale, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” beginning on page S-10 ofthis prospectus supplement for more information about how the selling stockholder may sell or otherwise dispose of its shares usingthis prospectus supplement. The selling stockholder may sell any, all or none of the shares offered by this prospectus supplement and we do not knowif, when or in what amounts the selling stockholder may sell its shares hereunder. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “IONQ.” On March 10,2026, the last sale price of our common stock as reported on the NYSE was $35.12 per share. Investing in our common stock involves risks. You should read carefully this prospectus supplement, theaccompanying prospectus, and the documents incorporated by reference in this prospectus supplement and theaccompanying prospectus before you invest. See “Risk Factors” beginning on page S-4 of this prospectus supplement, page4 of the accompanying prospectus and “Item 1A—Risk Factors” of our most recent annual report on Form 10-K andquarterly reports on Form 10-Q that are incorporated by reference in this prospectus supplement, before making a decisionto invest in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to thecontrary is a criminal offense. TABLE OF CONTENTS Prospectus SupplementPageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-8SELLING STOCKHOLDERS-9PLAN OF DISTRIBUTIONS-10LEGAL MATTERSS-12EXPERTSS-13WHERE YOU CAN FIND MORE INFORMATIONS-14INCORPORATION BY REFERENCES-15 ProspectusPageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS4FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6SELLING STOCKHOLDERS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF DEBT SECURITIES9DESCRIPTION OF DEPOSITARY SHARES17DESCRIPTION OF WARRANTS20DESCRIPTION OF SUBSCRIPTION RIGHTS21DESCRIPTION OF PURCHASE CONTRACTS22DESCRIPTION OF UNITS23PLAN OF DISTRIBUTION24LEGAL MATTERS26EXPERTS26WHERE YOU CAN FIND MORE INFORMATION27INCORPORATION BY REFERENCE28 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of thisoffering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus,dated February 26, 2025, which gives more general information, some of which may not apply to this offering. Generally, when werefer to this prospectus, we are referring to both the prospectus supplement and the accompanying prospectus. In this prospectussupplement, as permitted by law, we “incorporate by reference” information from other documents that we file with the Securitiesand Exchange Commission (the “SEC”). This means that we can disclose important information to you from those documentswhich we may file with the SEC from time to time. The information incorporated by reference is considered to be a part of thisprospectus supplement and the accompanying prospectus and should be read with the same care. When we update the informationcontained in documents that have been incorporated by reference by making future filings with the SEC, the information includedor incorporated by reference in this prospectus supplement is considered to be automatically updated and superseded. In otherwords, in case of a conflict or inconsistency between information contained in this prospectus supplement and information in theaccompanying prospectus or incorporated by reference into this prospectus supplement, you should rely on the informationcontained in the document that was filed later. You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment,legal or tax advice. Y