DMYI dMY Technology Group Inc III

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the Special Meeting. Certain of the following risk factors apply to the business and operations of IonQ and will also apply to the business and operations of the Combined Company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the Combined Company following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by dMY and IonQ that later may prove to be incorrect or incomplete. dMY and IonQ may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair its business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to IonQ’s Financial Condition and Status as an Early Stage Company

IonQ is in its early stages and has a limited operating history, which makes it difficult to forecast its future results of operations.

IonQ was founded in 2015 and first offered its Quantum Computer as a Service (“QCaaS”) and professional services related to training on its quantum computing systems in 2020 and 2019, respectively. As a result of its limited operating history, its ability to accurately forecast the future results of operations is limited and subject to a number of uncertainties, including IonQ’s ability to plan for and model future growth. IonQ’s ability to generate revenues will largely be dependent on its ability to develop and produce quantum computers with increasing numbers of algorithmic qubits. As of the date of this registration statement, IonQ has only commercialized a quantum computer with 11 algorithmic qubits. As a result, IonQ’s scalable business model has not been formed and its technical roadmap may not be realized as quickly as hoped, or even at all. The development of IonQ’s scalable business model will likely require the incurrence of a substantially higher level of costs than incurred to date, while IonQ’s revenues will not substantially increase until more powerful, scalable computers are produced, which requires a number of technological advancements which may not occur on the currently anticipated timetable or at all. As a result, IonQ’s historical results should not be considered indicative of its future performance. Further, in future periods, IonQ’s growth could slow or decline for a number of reasons, including but not limited to slowing demand for its QCaaS, increased competition, changes to technology, inability to scale up IonQ’s technology, a decrease in the growth of the overall market, or IonQ’s failure, for any reason, to continue to take advantage of growth opportunities.

IonQ has also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If IonQ’s assumptions regarding these risks and uncertainties and its future growth are incorrect or change, or if IonQ does not address these risks successfully, IonQ’s operating and financial results could differ materially from its expectations, and its business could suffer. IonQ’s success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years and decade. There is no certainty these research and development milestones will be achieved as quickly as hoped, or even at all.

IonQ has a history of operating losses and expects to incur significant expenses and continuing losses for the foreseeable future.

IonQ incurred net losses of $15.4 million and $7.3 million for the year ended December 31, 2020 and the three months ended March 31, 2021, respectively. As of March 31, 2021, IonQ had an accumulated deficit of $46.9 million. IonQ believes that it will continue to incur operating and net losses each quarter until at least the time it begins significant production of its quantum computers, which is not expected to occur until 2025, at the earliest, and may occur later, or never. Even with significant production, such production may never become profitable.

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IonQ expects the rate at which it will incur losses to be significantly higher in future periods as it, among other things, continues to incur significant expenses in connection with the design, development and manufacturing of its quantum computers; and as it expands its research and development activities; invests in manufacturing capabilities; builds up inventories of components for its quantum computers; increases its sales and marketing activities; develops its distribution infrastructure; and increases its general and administrative functions to support its growing operations and its being a public company. IonQ may find that these efforts are more expensive than it currently anticipates or that these efforts may not result in revenues, which would further increase IonQ’s losses. If IonQ is unable to achieve and/or sustain profitability, or if IonQ is unable to achieve the growth that it expects from these investments, it could have a material effect on IonQ’s business, financial condition or results of operations. IonQ’s business model is unproven and may never allow it to cover its costs.

IonQ may not be able to scale its business quickly enough to meet customer and market demand, which could result in lower profitability or cause IonQ to fail to execute on its business strategies.

In order to grow its business, IonQ will need to continually evolve and scale its business and operations to meet customer and market demand. Quantum computing technology has never been sold at large-scale commercial levels. Evolving and scaling its business and operations places increased demands on IonQ’s management as well as its financial and operational resources to:

Commercial production of quantum computers may never occur. IonQ has no experience in producing large quantities of its products and is currently constructing advanced generations of its products. As noted above, there are significant technological and logistical challenges associated with developing, producing, marketing, selling and distributing products in the advanced technology industry, including IonQ’s products, and IonQ may not be able to resolve all of the difficulties that may arise in a timely or cost-effective manner, or at all. IonQ may not be able to cost-effectively manage production at a scale or quality consistent with customer demand in a timely or economical manner.

IonQ’s ability to scale is dependent also upon components it must source from the optical, electronics and semiconductor industries. Shortages or supply interruptions in any of these components will adversely impact IonQ’s ability to deliver revenues.

The stability of ion traps may prove poorer than hoped, or more difficult to manufacture. It may also prove more difficult or even impossible to reliably entangle/connect ion traps together. Both of these factors would adversely impact scalability and costs of the ion trap system.

If commercial production of IonQ’s quantum computers commences, its products may contain defects in design and manufacture that may cause them to not perform as expected or that may require repair, recalls and design

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changes. IonQ’s quantum computers are inherently complex and incorporate technology and components that have not been used for other applications and that may contain defects and errors, particularly when first introduced. IonQ has a limited frame of reference from which to evaluate the long-term performance of its products. There can be no assurance that IonQ will be able to detect and fix any defects in its quantum computers prior to the sale to potential consumers. If IonQ’s products fail to perform as expected, customers may delay deliveries, terminate further orders or initiate product recalls, each of which could adversely affect IonQ’s sales and brand and could adversely affect IonQ’s business, prospects and results of operations.

If IonQ cannot evolve and scale its business and operations effectively, it may not be able to execute its business strategies in a cost-effective manner and its business, financial condition, profitability and results of operations could be adversely affected.

IonQ’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

Market opportunity estimates and growth forecasts, including those IonQ has generated itself, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of IonQ’s market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of companies covered by its market opportunity estimates will purchase its products at all or generate any particular level of revenue for IonQ. In addition, alternatives to quantum computing may present themselves and if they did, could substantially reduce the market for quantum computing services. Any expansion in IonQ’s market depends on a number of factors, including the cost, performance, and perceived value associated with quantum computing solutions.

The methodology and assumptions used to estimate market opportunities may differ materially from the methodologies and assumptions previously used to estimate total addressable market. To estimate the size of IonQ’s market opportunities and their growth rates, IonQ has relied on market reports by leading research and consulting firms. These estimates of total addressable market and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates that may not prove to be accurate and are based on data published by third parties that IonQ has not independently verified. Advances in classical computing may prove more robust for longer than currently anticipated. This could adversely affect the timing of any quantum advantage being achieved, if at all.

Even if the market in which IonQ competes achieves the forecasted growth, IonQ’s business could fail to grow at similar rates, if at all.

IonQ’s success will depend upon its ability to expand, scale its operations, and increase its sales capability. Even if the market in which IonQ competes meets the size estimates and growth forecasted, its business could fail to grow at similar rates, if at all.

IonQ’s growth is dependent upon its ability to successfully scale up manufacturing of its products in sufficient quantity and quality, in a timely or cost-effective manner, or at all. Unforeseen issues associated with scaling up and constructing quantum computing technology at commercially viable levels could negatively impact IonQ’s business, financial condition and results of operations.

IonQ’s growth is dependent upon its ability to successfully market and sell quantum computing technology. IonQ does not have experience with the mass distribution and sale of quantum computing technology. Its growth and long-term success will depend upon the development of its sales and delivery capabilities.

Moreover, because of IonQ’s unique technology, its customers will require particular support and service functions, some of which are not currently available, and may never be available. If IonQ experiences delays in adding such support capacity or servicing its customers efficiently, or experiences unforeseen issues with the reliability of its technology, it could overburden IonQ’s servicing and support capabilities. Similarly, increasing the number of IonQ products and services would require it to rapidly increase the availability of these services. Failure to adequately support and service its customers may inhibit IonQ’s growth and ability to expand.

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There is no assurance that IonQ will be able to ramp its business to meet its sales, delivery, manufacturing, installation, servicing and quantum computing targets globally, that its projections on which such targets are based will prove accurate or that the pace of growth or coverage of its customer infrastructure network will meet customer expectations. Failure to grow at rates similar to that of the quantum computing industry may adversely affect IonQ’s operating results and ability to effectively compete within the industry.

IonQ may not manage growth effectively.

IonQ’s failure to manage growth effectively could harm its business, results of operations and financial condition. IonQ anticipates that a period of significant expansion will be required to address potential growth. This expansion will place a significant strain on IonQ’s management, operational and financial resources. Expansion will require significant cash investments and management resources and there is no guarantee that they will generate additional sales of IonQ’s products or services, or that IonQ will be able to avoid cost overruns or be able to hire additional personnel to support them. In addition, IonQ will also need to ensure its compliance with regulatory requirements in various jurisdictions applicable to the sale, installation and servicing of its products. To manage the growth of its operations and personnel, IonQ must establish appropriate and scalable operational and financial systems, procedures and controls and establish and maintain a qualified finance, administrative and operations staff. IonQ may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and exploit potential strategic relationships and market opportunities.

IonQ has identified a material weakness in its internal control over financial reporting. If IonQ is unable to remediate this material weakness, or if IonQ identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of IonQ’s financial statements or cause IonQ to fail to meet its periodic reporting obligations or cause its access to the capital markets to be impaired.

As a public company, IonQ will be required to provide management’s attestation on internal control over financial reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If IonQ is not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, it may not be able to assess whether its internal control over financial reporting is effective and may fail to provide timely and accurate financial information to investors. This may subject IonQ to adverse regulatory consequences and could harm investor confidence.

In connection with the preparation and audit of IonQ’s financial statements as of and for the fiscal years ended December 31, 2019 and 2020, a material weakness was identified in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of IonQ’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness was identified in IonQ’s control environment related to its financial statement close process. Specifically,

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This material weakness could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

IonQ is implementing measures designed to improve its internal control over financial reporting to remediate this material weaknesses, including the following:

These additional resources and policies and procedures are designed to enable IonQ to broaden the scope and quality of its internal review of underlying information related to financial reporting and to formalize and enhance its internal control procedures. With the oversight of senior management, IonQ has begun taking steps and plans to take additional measures to address the underlying causes of the material weakness.

While IonQ is undertaking efforts to remediate this material weakness, the material weakness will not be considered remediated until IonQ’s remediation plan has been fully implemented, the applicable controls operate for a sufficient period of time, and IonQ has concluded, through testing, that the newly implemented and enhanced controls are operating effectively. At this time, IonQ cannot predict the success of such efforts or the outcome of its assessment of the remediation efforts. IonQ can give no assurance that its efforts will remediate this material weakness in its internal control over financial reporting, or that additional material weaknesses will not be identified in the future. IonQ’s failure to implement and maintain effective internal control over financial reporting could result in errors in its consolidated financial statements that could result in a restatement of its financial statements, and could cause it to fail to meet its reporting obligations, any of which could diminish investor confidence in IonQ and cause a decline in the price of its common stock.

IonQ’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after it is no longer an “emerging growth company,” as defined in the JOBS Act. At such time, IonQ’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which its internal control over financial reporting is documented, designed or operating.

IonQ may need additional capital to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances, and it cannot be sure that additional financing will be available.

IonQ’s business and its future plans for expansion are capital-intensive and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. IonQ’s operating plan may change because of factors currently unknown, and IonQ may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. Such financings may result in dilution to stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common stock, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect its business. In addition, IonQ may seek additional capital due to favorable market conditions or strategic considerations even if it believes that it has sufficient funds for current or future operating plans. There can be no assurance that financing will be available to IonQ on favorable terms, or at all. The inability to obtain financing when needed may make it more difficult for IonQ to operate its business or implement its growth plans.

IonQ’s ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the business combination or other ownership changes.

IonQ has incurred losses during its history, does not expect to become profitable in the near future and may never achieve profitability. To the extent that IonQ continues to generate taxable losses, unused losses will carry

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forward to offset future taxable income, if any, until such unused losses expire, if at all. As of December 31, 2020, IonQ had U.S. federal net operating loss carryforwards of approximately $49.4 million.

Under the Tax Act, as modified by the CARES Act, U.S. federal net operating loss carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the Tax Act or the CARES Act.

In addition, IonQ’s net operating loss carryforwards are subject to review and possible adjustment by the IRS, and state tax authorities. Under Sections 382 and 383 of the Code, IonQ’s federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in the ownership of IonQ. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. IonQ’s ability to utilize its net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with the Business Combination or other transactions. Similar rules may apply under state tax laws. IonQ has not yet determined the amount of the cumulative change in its ownership resulting from the Business Combination or other transactions, or any resulting limitations on its ability to utilize its net operating loss carryforwards and other tax attributes. If IonQ earns taxable income, such limitations could result in increased future income tax liability and its future cash flows could be adversely affected. IonQ has recorded a valuation allowance related to its net operating loss carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

Risks Related to IonQ’s Business and Industry

IonQ has not produced a scalable quantum computer and faces significant barriers in its attempts to produce quantum computers. If IonQ cannot successfully overcome those barriers, its business will be negatively impacted and could fail.

Producing quantum computers is a difficult undertaking. There are significant engineering challenges that IonQ must overcome to build its quantum computers. IonQ is still in the development stage and faces significant challenges in completing development of its quantum computers and in producing quantum computers in commercial volumes. Some of the development challenges that could prevent the introduction of IonQ’s quantum computers include, but are not limited to, failure to find scalable ways to flexibly manipulate qubits, failure to transition quantum systems to leverage low-cost, commodity optical technology, and failure to realize multicore quantum computer technology.

Additional development challenges IonQ is facing include:

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In addition, IonQ will need to develop the manufacturing process necessary to make these quantum computers in high volume. IonQ has not yet validated a manufacturing process or acquired the tools or processes necessary to produce high volumes of its quantum computers that meet all commercial requirements. If IonQ is not able to overcome these manufacturing hurdles in building its quantum computers, IonQ’s business is likely to fail.

Even if IonQ completes development and achieves volume production of its quantum computers, if the cost, performance characteristics or other specifications of the quantum computer fall short of IonQ’s projections, IonQ’s business, financial condition and results of operations would be adversely affected.

IonQ’s 32-qubit system, which is an important milestone for IonQ’s technical roadmap and commercialization, is not yet available for customers and may never be available.

IonQ is developing its next-generation 32-qubit quantum computer system, which has not yet been made available to customers. IonQ expects this system to have 22 algorithmic qubits, i.e., qubits that are usable to run quantum algorithms, but the number of algorithmic qubits available in this system has not been finalized and may be fewer than planned. The availability of this generation of quantum computer system for customer use or independent verification by a third party may be materially delayed, or even never occur. Additionally, the future success of IonQ’s technical roadmap will depend upon its ability to approximately double the number of qubits in each subsequent generation of its quantum computer. Accordingly, IonQ’s technical roadmap may be delayed or may never be achieved, either of which would have a material impact on IonQ’s business, financial condition or results of operations.

The quantum computing industry is competitive on a global scale and IonQ may not be successful in competing in this industry or establishing and maintaining confidence in its long-term business prospects among current and future partners and customers.

The markets in which IonQ operates are rapidly evolving and highly competitive. As these markets continue to mature and new technologies and competitors enter such markets, IonQ expects competition to intensify. IonQ’s current competitors include:

IonQ competes based on various factors, including technology, performance, multi-cloud availability, brand recognition and reputation, customer support and differentiated capabilities, including ease of administration and use, scalability and reliability, data governance and security. Many of IonQ’s competitors have substantially greater brand recognition, customer relationships, and financial, technical and other resources, including an experienced sales force and sophisticated supply chain management. They may be able to respond more effectively than IonQ to new or changing opportunities, technologies, standards, customer requirements and buying practices. In addition, many countries are focused on developing quantum computing solutions either in the private or public sector and may subsidize quantum computers which may make it difficult for IonQ to compete. Many of these competitors do not face the same challenges IonQ does in growing its business. In addition, other competitors might be able to compete with IonQ by bundling their other products in a way that does not allow IonQ to offer a competitive solution.

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Additionally, IonQ must be able to achieve its objectives in a timely manner lest quantum computing lose ground to competitors, including competing technologies. Because there are a large number of market participants, including certain sovereign nations, focused on developing quantum computing technology, IonQ must dedicate significant resources to achieving any technical objectives on the timelines established by its management team. Any failure to achieve objectives in a timely manner could adversely affect IonQ’s business, operating results and financial condition.

For all of these reasons, competition may negatively impact IonQ’s ability to maintain and grow consumption of its platform or put downward pressure on its prices and gross margins, any of which could materially harm the reputation, business, results of operations, and financial condition of IonQ.

IonQ’s business is currently dependent upon its relationship with its cloud providers. There are no assurances that IonQ will be able to commercialize quantum computers from its relationships with cloud providers.

Cloud computing partnerships could be terminated, or not scale as anticipated, or even at all. IonQ currently offers its QCaaS on public clouds provided by AWS and Azure. The companies that own both of these public clouds have internal quantum computing efforts that are competitive to IonQ’s technology. Currently, a majority of IonQ’s business is run on the AWS and Azure public cloud. There is risk that one or more of these public cloud providers could use their respective control of their public clouds to embed innovations or privileged interoperating capabilities in competing products, bundle competing products, provide IonQ with unfavorable pricing, leverage their public cloud customer relationships to exclude IonQ from opportunities, and treat IonQ and its customers differently with respect to terms and conditions or regulatory requirements than they would treat their similarly situated customers. Further, they have the resources to acquire or partner with existing and emerging providers of competing technology and thereby accelerate adoption of those competing technologies. All of the foregoing could make it difficult or impossible for IonQ to provide products and services that compete favorably with those of the public cloud providers.

Further, if IonQ’s contractual and other business relationships with its public cloud providers are terminated, either by the counterparty or by IonQ, suspended or suffer a material change to which IonQ is unable to adapt, such as the elimination of services or features on which IonQ depends, IonQ would be unable to provide its QCaaS at the same scale and would experience significant delays and incur additional expense in transitioning customers to a different public cloud provider.

Any material change in IonQ’s contractual and other business relationships with its public cloud providers could result in reduced use of IonQ’s systems, increased expenses, including service credit obligations, and harm to the IonQ brand and reputation, any of which could have a material adverse effect on IonQ’s business, financial condition and results of operations.

Even if IonQ is successful in developing quantum computing systems and executing its strategy, competitors in the industry may achieve technological breakthroughs which render IonQ’s quantum computing systems obsolete or inferior to other products.

IonQ’s continued growth and success depend on its ability to innovate and develop quantum computing technology in a timely manner and effectively market these products. Without timely innovation and development, IonQ’s quantum computing solutions could be rendered obsolete or less competitive by changing customer preferences or because of the introduction of a competitor’s newer technologies. IonQ believes that many competing technologies will require a technological breakthrough in one or more problems related to science, fundamental physics or manufacturing. While it is uncertain whether such technological breakthroughs will occur in the next several years, that does not preclude the possibility that such technological breakthroughs could eventually occur. Any technological breakthroughs which render IonQ’s technology obsolete or inferior to other products could have a material effect on IonQ’s business, financial condition or results of operations.

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IonQ’s may be unable to reduce the cost per qubit, which may prevent IonQ from pricing its quantum systems competitively.

IonQ’s projections are dependent on the cost per qubit decreasing over the next several years as its quantum computers advance. These cost projections are based on economies of scale due to demand for IonQ computer systems, technological innovation and negotiations with third-party parts suppliers. If these cost savings do not materialize, the cost per qubit may be higher than projected, making our quantum computing solution less competitive than those produced by our competitors, which could have a material effect on IonQ’s business, financial condition or results of operations.

The quantum computing industry is in its early stages and volatile, and if it does not develop, if it develops slower than IonQ expects, if it develops in a manner that does not require use of IonQ’s quantum computing solutions, if it encounters negative publicity or if IonQ’s solution does not drive commercial engagement, the growth of its business will be harmed.

The nascent market for quantum computers is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing customer demands and behaviors. If the market for quantum computers in general does not develop as expected, or develops more slowly than expected, IonQ’s business, prospects, financial condition and operating results could be harmed.

In addition, IonQ’s growth and future demand for its products is highly dependent upon the adoption by developers and customers of quantum computers, as well as on its ability to demonstrate the value of quantum computing to IonQ’s customers. Delays in future generations of IonQ’s quantum computers or technical failures at other quantum computing companies could limit market acceptance of IonQ’s solution. Negative publicity concerning IonQ’s solution or the quantum computing industry as a whole could limit market acceptance of IonQ’s solution. IonQ believes quantum computing will solve many large-scale problems. However, such problems may never be solvable by quantum computing technology. If IonQ’s clients and partners do not perceive the benefits of its solution, or if IonQ’s solution does not drive member engagement, then IonQ’s market may not develop at all, or it may develop slower than IonQ expects. If any of these events occur, it could have a material adverse effect on IonQ’s business, financial condition or results of operations. If progress towards quantum advantage ever slows relative to expectations, it could adversely impact revenues and customer confidence to continue to pay for testing, access and “quantum readiness.” This would harm or even eliminate revenues in the period before quantum advantage.

If IonQ’s computers fail to achieve a broad quantum advantage, its business, financial condition and future prospects may be harmed.

Quantum advantage refers to the moment when a quantum computer can compute faster than traditional computers, while quantum supremacy is achieved once quantum computers are powerful enough to complete calculations that traditional supercomputers can’t perform at all. Broad quantum advantage is when quantum advantage is seen in many applications and developers prefer quantum computers to a traditional computer. No current quantum computers, including the IonQ quantum hardware, have reached a broad quantum advantage, and they may never reach such advantage. Achieving a broad quantum advantage will be critical to the success of any quantum computing company, including IonQ. However, achieving quantum advantage would not necessarily lead to commercial viability of the technology that accomplished such advantage, nor would it mean that such system could outperform classical computers in tasks other than the one used to determine a quantum advantage. Quantum computing technology, including broad quantum advantage, may take decades to be realized, if ever. If IonQ cannot develop quantum computers that have quantum advantage, customers may not continue to purchase IonQ’s products and services. If other companies’ quantum computers reach a broad quantum advantage prior to the time IonQ reaches such capabilities, it could lead to a loss of customers. If any of these events occur, it could have a material adverse effect on IonQ’s business, financial condition or results of operations.

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IonQ could suffer disruptions, outages, defects and other performance and quality problems with its quantum computing systems or with the public cloud and internet infrastructure on which it relies.

The IonQ business depends on its quantum computing systems to be available. IonQ has experienced, and may in the future further experience, disruptions, outages, defects and other performance and quality problems with its systems. IonQ has also experienced, and may in the future further experience, disruptions, outages, defects and other performance and quality problems with the public cloud and internet infrastructure on which its systems rely. These problems can be caused by a variety of factors, including failed introductions of new functionality, vulnerabilities and defects in proprietary and open source software, hardware components, human error or misconduct, capacity constraints, design limitations or denial of service attacks or other security-related incidents. IonQ does not have a contractual right with its public cloud providers that compensates it for any losses due to availability interruptions in the public cloud.

Any disruptions, outages, defects and other performance and quality problems with the IonQ quantum computing system or with the public cloud and internet infrastructure on which it relies, could result in reduced use of IonQ’s systems, increased expenses, including service credit obligations, and harm to the IonQ brand and reputation, any of which could have a material adverse effect on IonQ’s business, financial condition and results of operations.

IonQ may face unknown supply chain issues that could delay the introduction of IonQ’s product and negatively impact its business and operating results.

IonQ is reliant on third-party suppliers for components necessary to develop and manufacture its quantum computing solutions. Any of the following factors (and others) could have an adverse impact on the availability of these components:

If any of the aforementioned factors were to materialize, it could cause IonQ to halt production of its quantum computing solutions and/or entail higher manufacturing costs, any of which could materially adversely affect IonQ’s business, operating results, and financial condition and could materially damage customer relationships.

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If IonQ cannot successfully execute on its strategy, including in response to changing customer needs and new technologies and other market requirements, or achieve its objectives in a timely manner, its business, financial condition and results of operations could be harmed.

The quantum computing market is characterized by rapid technological change, changing user requirements, uncertain product lifecycles and evolving industry standards. IonQ believes that the pace of innovation will continue to accelerate as technology changes and different approaches to quantum computing mature on a broad range of factors, including system architecture, error correction, performance and scale, ease of programming, user experience, markets addressed, types of data processed, and data governance and regulatory compliance. IonQ’s future success depends on its ability to continue to innovate and increase customer adoption of its quantum computer. If IonQ is unable to enhance its quantum computing system to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, with better functionality, more conveniently, or more securely than the IonQ platform, its business, financial condition and results of operations could be adversely affected.

IonQ’s products may not achieve market success, but will still require significant costs to develop.

IonQ believes that it must continue to dedicate significant resources to its research and development efforts before knowing whether there will be market acceptance of its quantum computing technologies. Furthermore, the technology for IonQ’s products is new, and the performance of these products is uncertain. IonQ’s quantum computing technologies could fail to attain sufficient market acceptance, if at all, for many reasons, including:

To the extent IonQ is unable to effectively develop and market a quantum computing system to address these challenges and attain market acceptance, its business, operating results and financial condition may be adversely affected.

IonQ is highly dependent on its co-founders, and its ability to attract and retain senior management and other key employees, such as quantum physicists and other key technical employees, is critical to its success. If IonQ fails to retain talented, highly-qualified senior management, engineers and other key employees or attract them when needed, such failure could negatively impact its business.

IonQ’s future success is highly dependent on its ability to attract and retain its executive officers, key employees and other qualified personnel, including its co-founders, Jungsang Kim, IonQ’s Chief Technology Officer, and Christopher Monroe, IonQ’s Chief Scientist. As IonQ builds its brand and becomes more well known, there is increased risk that competitors or other companies may seek to hire IonQ personnel. The loss of the services provided by these individuals will adversely impact the achievement of IonQ’s business strategy. These individuals could leave IonQ’s employment at any time, as they are “at will” employees. A loss of the co-founders, a member of senior management, or an engineer or other key employee particularly to a competitor,

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could also place IonQ at a competitive disadvantage. Effective succession planning is also important to IonQ’s long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder the company’s strategic planning and execution.

IonQ’s future success also depends on its continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. The market for highly skilled workers and leaders in the quantum computing industry is extremely competitive. In particular, hiring qualified personnel specializing in supply chain management, engineering and sales, as well as other technical staff and research and development personnel is critical to IonQ’s business and the development of its quantum computing systems. Some of these professionals are hard to find and IonQ may encounter significant competition in its efforts to hire them. Many of the other companies with which IonQ competes for qualified personnel have greater financial and other resources than it does. The effective operation of IonQ’s supply chain, including the acquisition of critical components and materials, the development of its quantum computing technologies, the commercialization of its quantum computing technologies and the effective operation of its managerial and operating systems all depend upon IonQ’s ability to attract, train and retain qualified personnel in the aforementioned specialties. Additionally, changes in immigration and work permit laws and regulations or the administration or interpretation of such laws or regulations could impair IonQ’s ability to attract and retain highly qualified employees. If IonQ cannot attract, train and retain qualified personnel, including its co-founders, in this competitive environment, it may experience delays in the development of its quantum computing technologies and be otherwise unable to develop and grow its business as projected, or even at all.

IonQ’s future growth and success depend on its ability to sell effectively to large customers.

IonQ’s potential customers tend to be large enterprises. Therefore, IonQ’s future success will depend on its ability to effectively sell its products to such large customers. Sales to these end-customers involve risks that may not be present (or that are present to a lesser extent) with sales to smaller customers. These risks include, but are not limited to, (i) increased purchasing power and leverage held by large customers in negotiating contractual arrangements with IonQ and (ii) longer sales cycles and the associated risk that substantial time and resources may be spent on a potential end-customer that elects not to purchase IonQ’s solutions.

Large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. In addition, product purchases by large organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, large organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers.

IonQ may not be able to accurately estimate the future supply and demand for its quantum computers, which could result in a variety of inefficiencies in its business and hinder its ability to generate revenue. If IonQ fails to accurately predict its manufacturing requirements, it could incur additional costs or experience delays.

It is difficult to predict IonQ’s future revenues and appropriately budget for its expenses, and IonQ may have limited insight into trends that may emerge and affect its business. IonQ anticipates being required to provide forecasts of its demand to its current and future suppliers prior to the scheduled delivery of products to potential customers. Currently, there is no historical basis for making judgments on the demand for IonQ’s quantum computers or its ability to develop, manufacture, and deliver quantum computers, or IonQ’s profitability, if any, in the future. If IonQ overestimates its requirements, its suppliers may have excess inventory, which indirectly would increase IonQ’s costs. If IonQ underestimates its requirements, its suppliers may have inadequate inventory, which could interrupt manufacturing of its products and result in delays in shipments and revenues. In addition, lead times for materials and components that IonQ’s suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If IonQ

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fails to order sufficient quantities of product components in a timely manner, the delivery of quantum computers and related compute time to its potential customers could be delayed, which would harm IonQ’s business, financial condition and operating results.

IonQ systems depend on the use of a particular isotope of an atomic element that provides qubits for its ion trap technology. If IonQ is unable to procure these isotopically enriched atomic samples, or is unable to do so on a timely and cost-effective basis, and in sufficient quantities, IonQ may incur significant costs or delays which could negatively affect its operations and business.

There are limited suppliers to sources of isotopically enriched materials which may be necessary for the production of IonQ’s ion trap technology. IonQ currently purchases such materials through the National Isotope Development Center managed by the U.S. Department of Energy Isotope Program. IonQ does not have any supplier agreements with the U.S. Department of Energy, and purchases the materials through a standard ordering process. While IonQ is currently looking to engage additional suppliers, there is no guarantee IonQ will be able to establish or maintain relationships with such additional suppliers on terms satisfactory to IonQ. Reliance on any single supplier increases the risks associated with being unable to obtain the necessary atomic samples because the supplier may have laboratory constraints, can be subject to unanticipated shutdowns and/or may be affected by natural disasters and other catastrophic events. Some of these factors may be completely out of IonQ and its suppliers’ control. Failure to acquire sufficient quantities of the necessary isotopically enriched atomic samples in a timely or cost-effective manner could materially harm IonQ’s business.

If IonQ’s quantum computing systems may not be compatible with some or all industry-standard software and hardware in the future, its business could be harmed.

IonQ has focused its efforts on creating quantum computing hardware, the operating system for such hardware and a suite of low-level software programs that optimize execution of quantum algorithms on its hardware. Further up the software stack, IonQ relies on third parties to create higher level quantum programming languages, software development kits (SDKs), and application libraries. Such third-party software and programming is essential to operating IonQ’s quantum computing products and services. IonQ’s quantum computing solutions are designed today to be compatible with most major quantum software development kits, including Qiskit, Cirq, Q# QDK, and OpenQASM, all of which are open source. If a proprietary (not open source) software toolset became the standard for quantum application development in the future by a competitor, usage of IonQ hardware might be limited as a result which would have a negative impact on IonQ. Similarly, if a piece of hardware became a necessary component for quantum computing (for instance, quantum networking) and IonQ cannot integrate with it, the result might have a negative impact on IonQ.

If IonQ’s customers are unable to achieve compatibility between other software and hardware and our hardware, it could impact IonQ’s relationships with such customers or with customers, generally, if the incompatibility is more widespread. In addition, the mere announcement of an incompatibility problem relating to IonQ’s products with higher level software tools could cause IonQ to suffer reputational harm and/or lead to a loss of customers. Any adverse impacts from the incompatibility of IonQ’s quantum computing solutions could adversely affect IonQ’s business, operating results and financial condition.

IonQ may rely heavily on future collaborative partners

IonQ has entered into, and may enter into, strategic partnerships to develop and commercialize IonQ’s current and future research and development programs with other companies to accomplish one or more of the following:

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IonQ may not be successful in establishing or maintaining suitable partnerships, and IonQ may not be able to negotiate collaboration agreements having terms satisfactory to IonQ, or at all. Failure to make or maintain these arrangements or a delay or failure in a collaborative partner’s performance under any such arrangements could harm its business and financial condition.

System security and data protection breaches, as well as cyber-attacks, could disrupt IonQ’s operations, which may damage IonQ’s reputation and adversely affect its business.

Cyber-attacks, denial-of-service attacks, ransomware attacks, business email compromises, computer malware, viruses, and social engineering (including phishing) are prevalent in the technology industry and IonQ’s customers’ industries. In addition, IonQ may experience attacks, unavailable systems, unauthorized access or disclosure due to employee theft or misuse, denial-of-service attacks, sophisticated nation-state and nation-state supported actors, and advanced persistent threat intrusions. The techniques may be used to sabotage or to obtain unauthorized access to IonQ’s platform, systems, networks, or physical facilities where the IonQ quantum computers are stored, and IonQ may be unable to implement adequate preventative measures or stop security breaches while they are occurring. U.S. law enforcement agencies have indicated to IonQ that quantum computing technology is of particular interest to certain malicious cyber threat actors.

IonQ’s platform is built to be accessed through third-party public cloud providers such as AWS, Azure and the Google Cloud Platform. These providers may also experience breaches and attacks to their products which may impact IonQ’s systems. Data security breaches may also result from non-technical means, such as actions by an employee with access to IonQ’s systems. While IonQ and its third-party cloud providers have implemented security measures designed to protect against security breaches, these measures could fail or may be insufficient, resulting in the unauthorized disclosure, modification, misuse, destruction, or loss of sensitive or confidential information.

Actual or perceived breaches of IonQ’s security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about IonQ, its partners, its customers or third parties could expose the company and the parties affected to a risk of loss or misuse of this information, resulting in litigation and potential liability, paying damages, regulatory inquiries or actions, damage to the IonQ brand and reputation or other harm to the IonQ business. IonQ’s efforts to prevent and overcome these challenges could increase its expenses and may not be successful. If IonQ fails to detect or remediate a security breach in a timely manner, or a breach otherwise affects a IonQ’s customers, or if IonQ suffers a cyber-attack that impacts its ability to operate its platform, IonQ may suffer material damage to its reputation, business, financial condition and results of operations.

Unfavorable conditions in IonQ’s industry or the global economy, could limit the company’s ability to grow its business and negatively affect its results of operations.

IonQ’s results of operations may vary based on the impact of changes in its industry or the global economy on the company or its customers and potential customers. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, international trade relations, pandemics (such as the COVID-19 pandemic), political turmoil, natural catastrophes, warfare, and terrorist attacks on the United States or elsewhere, could cause a decrease in business investments, including the progress on development of quantum technologies, and negatively affect the growth of IonQ’s business. In addition, in challenging economic times, our current or potential future customers may experience cash flow problems and as a result may modify, delay or cancel plans to purchase our products and services. Additionally, if our customers are not successful in generating sufficient revenue or are unable to secure financing, they may not be able to pay, or may delay

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payment of, accounts receivable due to us. Moreover, our key suppliers may reduce their output or become insolvent, thereby adversely impacting our ability to manufacture our products. Furthermore, uncertain economic conditions may make it more difficult for us to raise funds through borrowings or private or public sales of debt or equity securities. IonQ cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry.

Government actions and regulations, such as tariffs and trade protections measures, may limit our ability to obtain products from our suppliers.

Political challenges between the United States and countries in which IonQ’s suppliers are located, including China, and changes to trade policies, including tariff rates and customs duties, trade relations between the United States and China and other macroeconomic issues could adversely impact our business. Specifically, United States-China trade relations remain uncertain. The United States administration has announced tariffs on certain products imported into the United States with China as the country of origin, and China has imposed tariffs in response to the actions of the United States. There is also a possibility of future tariffs, trade protection measures or other restrictions imposed on our products or on our customers by the United States, China or other countries that could have a material adverse effect on our business. IonQ’s technology may be deemed a matter of national security and as such its customer base may be tightly restricted. It may accept government grants that place restrictions on the business’ ability to operate.

IonQ’s operating and financial results forecast relies in large part upon assumptions and analyses developed by the company. If these assumptions or analyses prove to be incorrect, IonQ’s actual operating results may be materially different from its forecasted results.

The projected financial and operating information appearing elsewhere in this proxy statement/prospectus reflect current estimates of future performance, which may never occur. Whether actual operating and financial results and business developments will be consistent with IonQ’s expectations and assumptions as reflected in its forecasts depends on a number of factors, many of which are outside IonQ’s control, including, but not limited to:

Unfavorable changes in any of these or other factors, most of which are beyond IonQ’s control, could materially and adversely affect its business, financial condition and results of operations.

Acquisitions, divestitures, strategic investments and strategic partnerships could disrupt IonQ’s business and harm its financial condition and operating results.

IonQ may pursue growth opportunities by acquiring complementary businesses, solutions or technologies through strategic transactions, investments or partnerships. The identification of suitable acquisition, strategic

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investment or strategic partnership candidates can be costly and time consuming and can distract IonQ’s management team from its current operations. If such strategic transactions require IonQ to seek additional debt or equity financing, it may not be able to obtain such financing on terms favorable to IonQ or at all, and such transactions may adversely affect IonQ’s liquidity and capital structure. Any strategic transaction might not strengthen IonQ’s competitive position, may increase some of its risks, and may be viewed negatively by its customers, partners or investors. Even if IonQ successfully completes a strategic transaction, it may not be able to effectively integrate the acquired business, technology, systems, control environment, solutions, personnel or operations into its business. IonQ may experience unexpected changes in how it is required to account for strategic transactions pursuant to U.S. GAAP and may not achieve the anticipated benefits of any strategic transaction. IonQ may incur unexpected costs, claims or liabilities that it incurs during the strategic transaction or that it assumes from the acquired company, or IonQ may discover adverse conditions post acquisition for which it has limited or no recourse.

IonQ has been, and may in the future be, adversely affected by the global COVID-19 pandemic, its various strains or future pandemics.

IonQ faces various risks related to epidemics, pandemics, and other outbreaks, including the recent COVID-19 pandemic, including newly discovered strains of the virus. In response to the COVID-19 pandemic, governments have implemented significant measures, including, but not limited to, business closures, quarantines, travel restrictions, shelter-in-place, stay-at-home and other social distancing directives, intended to control the spread of the virus. Companies have also taken precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. To the extent that these restrictions remain in place, additional prevention and mitigation measures are implemented in the future, or there is uncertainty about the effectiveness of these or any other measures to contain or treat COVID-19 or future pandemics, there is likely to be an adverse impact on IonQ’s potential customers, our employees and global economic conditions, and consumer confidence and spending, which could materially and adversely affect IonQ’s operations and demand for its products.

The spread of COVID-19 has and may continue to impact IonQ suppliers by disrupting the manufacturing, delivery and the overall supply chain of parts required to manufacture IonQ’s quantum computers. In addition, various aspects of IonQ’s business cannot be conducted remotely, such as the assembly of its quantum computers. These measures by government authorities may remain in place for a significant period of time and they are likely to continue to adversely affect IonQ’s future manufacturing plans, sales and marketing activities, business and results of operations. IonQ may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, suppliers, vendors and business partners.

Due to the fluid nature of the COVID-19 pandemic and uncertainties regarding the related economic impact are likely to result in sustained market turmoil, which could also negatively impact the company’s business, financial condition and cash flows. During 2020, IonQ scaled back its recruiting efforts to control costs and experienced weeklong onsite work stoppages due to quarantining related to the COVID-19 pandemic. The extent of COVID-19’s effect on IonQ’s operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. As a result, it is not currently possible to ascertain the overall impact of COVID-19 on IonQ’s business. However, if the pandemic continues to persist as a severe worldwide health crisis, the disease could negatively impact IonQ’s business, financial condition results of operations and cash flows, and may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Even after the COVID-19 pandemic has subsided, IonQ may continue to experience an adverse impact to its business as a result of COVID-19’s global economic impact, including any recession that has occurred or may occur in the future.

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IonQ’s facilities or operations could be damaged or adversely affected as a result of natural disasters and other catastrophic events.

IonQ’s facilities or operations could be adversely affected by events outside of its control, such as natural disasters, and other calamities. IonQ cannot assure you that any backup systems will be adequate to protect it from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect IonQ’s ability to provide services.

Risks Related to Litigation and Government Regulation

State, federal and foreign laws and regulations related to privacy, data use and security could adversely affect IonQ.

IonQ is subject to state and federal laws and regulations related to privacy, data use and security. In addition, in recent years, there has been a heightened legislative and regulatory focus on data security, including requiring consumer notification in the event of a data breach. Legislation has been introduced in Congress and there have been several Congressional hearings addressing these issues. From time to time, Congress has considered, and may do so again, legislation establishing requirements for data security and response to data breaches that, if implemented, could affect IonQ by increasing its costs of doing business. In addition, several states have enacted privacy or security breach legislation requiring varying levels of consumer notification in the event of a security breach. For example, the California Consumer Privacy Act (“CCPA”), which enhances consumer protection and privacy rights by granting consumers resident in California new rights with respect to the collection of their personal data and imposing new operational requirements on businesses, went into effect in January 2020. The CCPA includes a statutory damages framework and private rights of action against businesses that fail to comply with certain CCPA terms or implement reasonable security procedures and practices to prevent data breaches. Several other states are considering similar legislation. Foreign governments are raising similar privacy and data security concerns. In particular, the European Union enacted a General Data Protection Regulation (“GDPR”). China, Russia, Japan and other countries in Latin America and Asia are also strengthening their privacy laws and the enforcement of privacy and data security requirements. Complying with such laws and regulations may be time-consuming and require additional resources, and could therefore harm IonQ’s business, financial condition and results of operations.

IonQ is subject to U.S. and foreign anti-corruption, anti-bribery and similar laws, and non-compliance with such laws can subject it to criminal or civil liability and harm its business.

IonQ is subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, and other anti-bribery, and anti-corruption laws in countries in which it conducts activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, promising, offering, providing, soliciting, or accepting, directly or indirectly, improper payments or benefits to or from any person whether in the public or private sector. IonQ may engage with partners and third-party intermediaries to market its services and to obtain necessary permits, licenses, and other regulatory approvals. In addition, IonQ or its third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. IonQ can be held liable for the corrupt or other illegal activities of these third-party intermediaries, and of its employees, representatives, contractors, partners, and agents, even if IonQ does not explicitly authorize such activities. IonQ cannot provide any assurance that all of its employees and agents will not take actions in violation of its policies and applicable law, for which IonQ may be ultimately held responsible.

Detecting, investigating, and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources, and attention from senior management. In addition, noncompliance with

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anti-corruption or anti-bribery laws could subject IonQ to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties, injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage, and other collateral consequences.

IonQ is subject to governmental export and import controls that could impair its ability to compete in international markets due to licensing requirements and subject it to liability if it is not in compliance with applicable laws.

IonQ’s products and technologies are subject to U.S. export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. U.S. export control and economic sanctions laws include restrictions or prohibitions on the sale or supply of certain products, technologies, and services to U.S. Government embargoed or sanctioned countries, governments, persons and entities. In addition, certain products and technology may be subject to export licensing or approval requirements. Exports of its products and technology must be made in compliance with export control and sanctions laws and regulations. If IonQ fails to comply with these laws and regulations, it and certain of its employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges; fines, which may be imposed on IonQ and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers.

In addition, changes in IonQ’s products or technologies or changes in applicable export or import laws and regulations may create delays in the introduction and sale of its products and technologies in international markets or, in some cases, prevent the export or import of its products and technologies to certain countries, governments or persons altogether. Any change in export or import laws and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies targeted by such laws and regulations, could also result in decreased use of IonQ’s products and technologies, or in its decreased ability to export or sell its products and technologies to existing or potential customers. Any decreased use of IonQ’s products and technologies or limitation on its ability to export or sell its products and technologies would likely adversely affect its business, financial condition and results of operations.

IonQ expects to incur significant costs in complying with these regulations. Regulations related to quantum computing are currently evolving and IonQ faces risks associated with changes to these regulations.

IonQ’s business is exposed to risks associated with litigation, investigations and regulatory proceedings.

IonQ may in the future face legal, administrative and regulatory proceedings, claims, demands and/or investigations involving stockholder, consumer, competition and/or other issues relating to its business on a global basis. Litigation and regulatory proceedings are inherently uncertain, and adverse rulings could occur, including monetary damages, or an injunction stopping IonQ from engaging in certain business practices, or requiring other remedies, such as compulsory licensing of patents. An unfavorable outcome or settlement may result in a material adverse impact on IonQ’s business, results of operations, financial position and overall trends. In addition, regardless of the outcome, litigation can be costly, time-consuming, and disruptive to IonQ’s operations. Any claims or litigation, even if fully indemnified or insured, could damage IonQ’s reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. In addition, the laws and regulations IonQ’s business is subject to are complex and change frequently. IonQ may be required to incur significant expense to comply with changes in, or remedy violations of, these laws and regulations.

Furthermore, while IonQ maintains insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if IonQ believes a claim is covered by insurance, insurers may dispute IonQ’s entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of IonQ’s recovery.

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IonQ may become subject to product liability claims, which could harm its financial condition and liquidity if it is not able to successfully defend or insure against such claims.

IonQ may become subject to product liability claims, even those without merit, which could harm its business prospects, operating results, and financial condition. IonQ may face inherent risk of exposure to claims in the event its quantum computers do not perform as expected or malfunction. A successful product liability claim against IonQ could require IonQ to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about IonQ’s quantum computers and business and inhibit or prevent commercialization of other future quantum computers, which would have material adverse effects on IonQ’s brand, business, prospects and operating results. Any insurance coverage might not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of IonQ’s coverage, or outside of IonQ’s coverage, may have a material adverse effect on IonQ’s reputation, business and financial condition. IonQ may not be able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if it does face liability for its products and are forced to make a claim under its policy.

IonQ is subject to requirements relating to environmental and safety regulations and environmental remediation matters which could adversely affect its business, results of operation and reputation.

IonQ is subject to numerous federal, state and local environmental laws and regulations governing, among other things, solid and hazardous waste storage, treatment and disposal, and remediation of releases of hazardous materials. There are significant capital, operating and other costs associated with compliance with these environmental laws and regulations. Environmental laws and regulations may become more stringent in the future, which could increase costs of compliance or require IonQ to manufacture with alternative technologies and materials.

Federal, state and local authorities also regulate a variety of matters, including, but not limited to, health, safety and permitting in addition to the environmental matters discussed above. New legislation and regulations may require IonQ to make material changes to its operations, resulting in significant increases to the cost of production.

IonQ’s manufacturing process will have hazards such as but not limited to hazardous materials, machines with moving parts, and high voltage and/or high current electrical systems typical of large manufacturing equipment and related safety incidents. There may be safety incidents that damage machinery or product, slow or stop production, or harm employees. Consequences may include litigation, regulation, fines, increased insurance premiums, mandates to temporarily halt production, workers’ compensation claims, or other actions that impact the company brand, finances, or ability to operate.

Risks Related to IonQ’s Intellectual Property

Licensing of intellectual property is of critical importance to IonQ’s business. For example, IonQ licenses patents (some of which are foundational patents) and other intellectual property from the University of Maryland and Duke University on an exclusive basis. If the license agreement with these universities terminates, or if any of the other agreements under which IonQ acquired or licensed, or will acquire or license, material intellectual property rights is terminated, IonQ could lose the ability to develop and operate its business.

IonQ is heavily reliant upon licenses to certain patent rights and other intellectual property from third parties that are important or necessary to the development of its products. In particular, IonQ’s quantum computing technology is dependent on its license agreement with University of Maryland and Duke University (the “Universities”). Significant intellectual property developed by IonQ’s co-founders, Jungsang Kim, IonQ’s Chief Technology Officer, and Christopher Monroe, IonQ’s Chief Scientist, has been and is required to be assigned to the Universities as a result of Mr. Kim and Mr. Monroe’s employment by the Universities, and certain such

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intellectual property is licensed pursuant to the license agreement with the Universities. Pursuant to the license agreement with the Universities, IonQ was granted an exclusive, worldwide, royalty-free, sublicenseable license for certain patents, know-how (on a non-exclusive basis) and other intellectual property to develop, manufacture and commercialize products for use in certain licensed fields, the scope of which includes the application of the licensed intellectual property in ion trap quantum computing.

IonQ’s existing license agreement with the Universities imposes, and IonQ expects that any future license agreements will impose, upon the company various commercial and development obligations. If IonQ fails to comply with its obligations under these agreements, or it is subject to an insolvency-related event, the licensor may have the right to terminate the these agreements, in which event IonQ would not be able to develop, market or otherwise commercialize products covered by these agreements, including if any of the foregoing were to occur with respect to IonQ’s license agreement with the Universities. IonQ’s business could significantly suffer, for example, if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensed patents or other rights are found to be invalid or unenforceable, or if IonQ is unable to enter into necessary licenses on acceptable terms.

Licensing of intellectual property is of critical importance to IonQ’s business and involves complex legal, business and scientific issues, and certain provisions in intellectual property license agreements may be susceptible to multiple interpretations. Disputes may arise between IonQ and its licensors regarding intellectual property subject to a license agreement, including:

The resolution of any contract interpretation disagreement that may arise could narrow what IonQ believes to be the scope of its rights to the relevant intellectual property or technology, or increase what IonQ believes to be its financial or other obligations under the relevant agreement, either of which could harm its business, financial condition and results of operations. Moreover, if disputes over intellectual property that IonQ has licensed prevent or impair its ability to maintain its current licensing arrangements on acceptable terms, IonQ may be unable to successfully develop and commercialize its products or technology.

While IonQ would expect to exercise all rights and remedies available to it, including seeking to cure any breach by the company, and otherwise seek to preserve its rights under the license agreement, it may not be able to do so in a timely manner, at an acceptable cost or at all. For more information on the license agreement, see the section titled “Information About IonQ—Agreements with the University of Maryland and Duke University.”

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If IonQ is unable to obtain and maintain patent protection for its products and technology, or if the scope of the patent protection obtained is not sufficiently broad or robust, its competitors could develop and commercialize products and technology similar or identical to IonQ’s, and its ability to successfully commercialize its product and technology may be adversely affected. Moreover, the secrecy of IonQ’s trade secrets could be compromised, which could cause it to lose the competitive advantage resulting from these trade secrets.

IonQ’s success depends, in significant part, on its ability to obtain, maintain, enforce and defend patents and other intellectual property rights, including trade secrets, with respect to its products and technology and to operate its business without infringing, misappropriating, or otherwise violating the intellectual property rights of others. IonQ may not be able to prevent unauthorized use of its intellectual property. IonQ relies upon a combination of the intellectual property protections afforded by patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual protections, to establish, maintain and enforce rights in its proprietary technologies. In addition, IonQ seeks to protect its intellectual property rights through nondisclosure and invention assignment agreements with its employees and consultants, and through non-disclosure agreements with business partners and other third parties. IonQ’s trade secrets may also be compromised which could cause it to lose the competitive advantage from such trade secrets. Despite IonQ’s efforts to protect its proprietary rights, third parties may attempt to copy or otherwise obtain and use IonQ’s intellectual property. Monitoring unauthorized use of IonQ’s intellectual property is difficult and costly, and the steps IonQ has taken or will take to prevent misappropriation may not be sufficient. Any enforcement efforts IonQ undertakes, including litigation, could be time-consuming and expensive and could divert management’s attention, which could harm its business, results of operations and financial condition. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard IonQ’s intellectual property portfolio.

Patent, copyright, trademark and trade secret laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Therefore, IonQ’s intellectual property rights may not be as strong or as easily enforced outside of the United States and efforts to protect against the unauthorized use of IonQ’s intellectual property rights, technology and other proprietary rights may be more expensive and difficult outside of the United States. Failure to adequately protect IonQ’s intellectual property rights could result in its competitors using IonQ’s intellectual property to offer products, potentially resulting in the loss of some of IonQ’s competitive advantage and a decrease in its revenue which, would adversely affect its business, financial condition and operating results.

IonQ’s patent applications may not result in issued patents or its patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on IonQ’s ability to prevent others from interfering with its commercialization of its products.

IonQ’s patent applications may not result in issued patents, which may have a material adverse effect on its ability to prevent others from commercially exploiting products similar to IonQ’s. The status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. As a result, IonQ cannot be certain that the patent applications that it files will result in patents being issued, or that its patents and any patents that may be issued to IonQ will afford protection against competitors with similar technology. Numerous patents and pending patent applications owned by others exist in the fields in which IonQ has developed and is developing its technology. In addition to those who may have patents or patent applications directed to relevant technology with an effective filing date earlier than any IonQ existing patents or pending patent applications, any of IonQ’s existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus IonQ cannot be certain that foreign patent applications related to issued U.S. patents will be issued.

Even if IonQ’s patent applications succeed and it is issued patents in accordance with them, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the future. The rights

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granted under any issued patents may not provide IonQ with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement than in the United States. In addition, the claims under any patents that issue from IonQ’s patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to IonQ’s. The intellectual property rights of others could also bar IonQ from licensing and exploiting any patents that issue from its pending applications. In addition, patents issued to IonQ may be infringed upon or designed around by others and others may obtain patents that it needs to license or design around, either of which would increase costs and may adversely affect its business, prospects, financial condition and operating results.

IonQ may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs (including indemnification of third parties or costly licensing arrangements (if licenses are available at all)) and limit IonQ’s ability to use certain key technologies in the future or require development of non-infringing products, services, or technologies, which could result in a significant expenditure and otherwise harm IonQ’s business.

IonQ may become subject to intellectual property disputes. IonQ’s success depends, in part, on its ability to develop and commercialize its products, services and technologies without infringing, misappropriating or otherwise violating the intellectual property rights of third parties. However, IonQ may not be aware that its products, services or technologies are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation. For example, there may be issued patents of which IonQ is unaware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by IonQ’s current or future products, services or technologies. There also may be pending patent applications of which IonQ is not aware that may result in issued patents, which could be alleged to be infringed by IonQ’s current or future products, services or technologies. Because patent applications can take years to issue and are often afforded confidentiality for some period of time there may currently be pending applications, unknown to IonQ, that later result in issued patents that could cover IonQ’s current or future products, services or technologies. Lawsuits can be time-consuming and expensive to resolve, and they divert management’s time and attention. Numerous patents and pending patent applications owned by others exist in the fields in which IonQ has developed and is developing its technology. Companies that have developed and are developing technology are often required to defend against litigation claims based on allegations of infringement, misappropriation or other violations of intellectual property rights. IonQ’s products, services or technologies may not be able to withstand any third-party claims against their use. In addition, many companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. In a patent infringement claim against IonQ, IonQ may assert, as a defense, that we do not infringe the relevant patent claims, that the patent is invalid or both. The strength of IonQ’s defenses will depend on the patents asserted, the interpretation of these patents, and its ability to invalidate the asserted patents. However, IonQ could be unsuccessful in advancing non-infringement and/or invalidity arguments in its defense. In the United States, issued patents enjoy a presumption of validity, and the party challenging the validity of a patent claim must present clear and convincing evidence of invalidity, which is a high burden of proof. Conversely, the patent owner need only prove infringement by a preponderance of the evidence, which is a lower burden of proof. IonQ’s patent portfolio may not be large enough to deter patent infringement claims, and the IonQ’s competitors and others may now and in the future have significantly larger and more mature patent portfolios. Any litigation may also involve patent holding companies or other adverse patent owners that have no relevant solution revenue, and therefore, IonQ’s patent portfolio may provide little or no deterrence as it would not be able to assert its patents against such entities or individuals. If a third party is able to obtain an injunction preventing us from accessing such third-party intellectual property rights, or if IonQ cannot license or develop alternative technology for any infringing aspect of our business, it may be forced to limit or stop sales of its products, services or technologies or cease business activities related to such intellectual property. Although the company carries general liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. IonQ cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on its business, financial condition or results of operations. Any intellectual property litigation to which IonQ might

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become a party, or for which it is required to provide indemnification, regardless of the merit of the claim or its defenses, may require IonQ to do one or more of the following:

Even if the claims do not result in litigation or are resolved in IonQ’s favor, these claims, and the time and resources necessary to resolve them, could divert the resources of its management and harm its business and operating results. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of IonQ’s common stock. The occurrence of infringement claims may grow as the market for our products, services and technologies grows. Accordingly, IonQ’s exposure to damages resulting from infringement claims could increase and this could further exhaust its financial and management resources.

Some of IonQ’s in-licensed intellectual property, including the intellectual property licensed from the University of Maryland and Duke University, has been conceived or developed through government-funded research and thus may be subject to federal regulations providing for certain rights for the U.S. government or imposing certain obligations on IonQ, such as a license to the U.S. government under such intellectual property, “march-in” rights, certain reporting requirements and a preference for U.S.-based companies, and compliance with such regulations may limit IonQ’s exclusive rights and its ability to contract with non-U.S. manufacturers.

Certain intellectual property rights that have been in-licensed pursuant to the license agreement with the University of Maryland and Duke University have been generated through the use of U.S. government funding and are therefore subject to certain federal regulations. As a result, the U.S. government may have certain rights to intellectual property embodied in IonQ’s current or future product candidates pursuant to the Bayh-Dole Act of 1980, or the Patent and Trademark Law Amendment. These U.S. government rights include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition, the U.S. government has the right, under certain limited circumstances, to require the licensor to grant exclusive, partially exclusive or non-exclusive licenses to any of these inventions to a third party if it determines that (1) adequate steps have not been taken to commercialize the invention, (2) government action is necessary to meet public health or safety needs or (3) government action is necessary to meet requirements for public use under federal regulations (also referred to as “march-in rights”). The U.S. government also has the right to take title to these inventions if the licensor fails to disclose the invention to the government or fails to file an application to register the intellectual property within specified time limits. Intellectual property generated under a government funded program is also subject to certain reporting requirements, compliance with which may require IonQ to expend substantial resources. In addition, the U.S. government requires that any products embodying any of these inventions or produced through the use of any of these inventions be manufactured substantially in the United States, and the license agreement with the University of Maryland and Duke University requires that IonQ complies with this requirement. This preference for U.S. industry may be waived by the federal agency that provided the funding if the owner or assignee of the intellectual property can show that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture the products substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. To the extent any of IonQ’s owned

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or licensed future intellectual property is also generated through the use of U.S. government funding, the provisions of the Bayh-Dole Act may similarly apply.

Risks Related to dMY, the Combined Company and the Business Combination

Our Initial Stockholders have agreed to vote in favor of the Business Combination described in this proxy statement/prospectus, regardless of how our public stockholders vote.

Unlike many other blank check companies in which the founders agree to vote their Founder Shares in accordance with the majority of the votes cast by the holders of public stock in connection with an initial business combination, our Initial Stockholders have agreed to vote any shares of Common Stock owned by them in favor of the Transaction Proposal. As of the date hereof, our Initial Stockholders own shares equal to 20% of our issued and outstanding shares of Common Stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the Business Combination than would be the case if our Initial Stockholders agreed to vote any shares of Common Stock owned by them in accordance with the majority of the votes cast by our public stockholders.

The Sponsor, certain members of our Board and our officers have interests in the Business Combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the Transaction Proposal and approval of the other proposals described in this proxy statement/prospectus.

When considering our Board’s recommendation that our stockholders vote in favor of the approval of the Transaction Proposal, our stockholders should be aware that our directors and officers have interests in the Business Combination that may be different from, or in addition to, the interests of our stockholders. These interests include:

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The Sponsor, directors or officers or their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed Business Combination and the other proposals described in this proxy statement/prospectus and reduce the public “float” of Class A Stock.

The Sponsor, directors or officers or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy closing conditions in the Merger Agreement regarding required amounts in the Trust Account where it appears that such requirements would otherwise not be met. This may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of Class A Stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on NYSE or another national securities exchange or reducing the liquidity of the trading market for Class A Stock.

Our public stockholders will experience dilution as a consequence of, among other transactions, the issuance of Class A Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of the Combined Company.

The issuance of the Class A Stock in the Business Combination will dilute the equity interest of our existing stockholders and may adversely affect prevailing market prices for our Public Shares and/or Public Warrants.

It is anticipated that, upon completion of the Business Combination and based on the assumptions set forth in the below paragraph: (i) our public stockholders will retain an ownership interest of approximately 14.78% in the Combined Company; (ii) our Initial Stockholders will own approximately 3.69% of the Combined Company; (iii) the IonQ Equityholders will own approximately 64.28% of the Combined Company (excluding PIPE Shares acquired by IonQ Equityholders); and (iv) the PIPE Investors will own approximately 17.25% of the Combined Company (excluding any shares acquired in the Merger in consideration for their IonQ capital stock).

The foregoing percentages are calculated exclusive of the Rollover Options and Assumed Warrants, in each case to the extent unvested as of June 7, 2021, include the full amount of the Vesting Shares held by the Initial Stockholders and assume (i) no exercise of redemption rights by our public stockholders; and (ii) no inclusion of any Public Shares issuable upon the exercise of the Warrants. If the actual facts are different than these assumptions, the percentage ownership retained by our existing stockholders in the Combined Company will be different. For more information, please see the sections titled “Summary-Impact of the Business Combination on the Combined Company’s Public Float” and “Unaudited Pro Forma Combined Financial Information.”

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We have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by November 17, 2022. If we are unable to effect an initial business combination by November 17, 2022, we will be forced to liquidate and our warrants will expire worthless.

We are a blank check company, and as we have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial business combination by November 17, 2022. Unless we amend the Current Charter to extend the life of dMY and certain other agreements into which we have entered, if we do not complete an initial business combination by November 17, 2022, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Public Unit in the dMY IPO. In addition, if we fail to complete an initial business combination by November 17, 2022, there will be no redemption rights or liquidating distributions with respect to our Public Warrants or the Private Warrants, which will expire worthless. We expect to consummate the Business Combination and do not intend to take any action to extend the life of dMY beyond November 17, 2022 if we are unable to effect an initial business combination by that date.

Even if we consummate the Business Combination, there is no guarantee that the Public Warrants will ever be in the money, and they may expire worthless and the terms of the Public Warrants may be amended.

The exercise price for the Public Warrants is $11.50 per share of Class A Stock. There is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the Public Warrants may expire worthless.

Our ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of our key personnel, including the key personnel of IonQ whom we expect to stay with the Surviving Corporation. The loss of key personnel could negatively impact the operations and profitability of the Combined Company and its financial condition could suffer as a result.

Our ability to successfully effect the Business Combination is dependent upon the efforts of our key personnel, including the key personnel of IonQ. Although some of our key personnel may remain with the Combined Company or the Surviving Corporation, as applicable, in senior management or advisory positions following the Business Combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of the business of the Combined Company.

IonQ’s success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of IonQ’s officers could have a material adverse effect on IonQ’s business, financial condition, or operating results. The services of such personnel may not continue to be available to the Surviving Corporation.

We may waive one or more of the conditions to the Business Combination.

We may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the Business Combination, to the extent permitted by the Current Charter and our current bylaws and applicable

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laws. However, if our Board determines that a failure to satisfy the condition is not material, then our Board may elect to waive that condition and close the Business Combination. We may not waive the condition that our stockholders approve the Business Combination. Please see the section titled “The Merger Agreement and Related Agreements—Conditions to Closing” for additional information.

The exercise of discretion by our directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the best interests of our stockholders.

In the period leading up to the consummation of the Business Combination, other events may occur that, pursuant to the Merger Agreement, would require us to agree to amend the Merger Agreement, to consent to certain actions or to waive rights that we are entitled to under those agreements. Such events could arise because of changes in the course of IonQ’s business, a request by IonQ to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on IonQ’s business and would entitle us to terminate the Merger Agreement. In any of such circumstances, it would be in our discretion, acting through our Board, to grant our consent or waive our rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what he or she may believe is best for dMY and our stockholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, we do not believe there will be any changes or waivers that our directors and officers would be likely to make after stockholder approval of the Business Combination has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the Business Combination that would have a material impact on the stockholders, we will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit the vote of our stockholders with respect to the Transaction Proposal.

We and IonQ will incur significant transaction and transition costs in connection with the Business Combination.

We and IonQ have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. We and IonQ may also incur additional costs to retain key employees. All expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs or paid by us following the consummation of the Business Combination.

Our transaction expenses as a result of the Business Combination are currently estimated at approximately $50 million, including a Deferred Discount. The amount of the Deferred Discount will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the Deferred Discount and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the Deferred Discount.

If we are unable to complete an initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against us that the Sponsor is unable to indemnify), and our warrants will expire worthless.

If we are unable to complete an initial business combination by November 17, 2022, our public stockholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per

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share in certain circumstances where a third-party brings a claim against us that the Sponsor is unable to indemnify (as described herein)) and our warrants will expire worthless.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any funds held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the funds held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under indemnity of the underwriter of the dMY IPO against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of dMY. We have not asked the Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share or (ii) other than due to the failure to obtain a waiver to seek access to the Trust Account, such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our tax obligations, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors, in exercising their business judgment, may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine a favorable outcome is unlikely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

Subsequent to our completion of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

Although we have conducted due diligence on IonQ, we cannot assure you that this diligence will surface all material issues that may be present in IonQ’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of IonQ’s business and outside of our and IonQ’s control will not later arise. As a result of these factors, we may be forced to later write down or write off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. Accordingly, any of our stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

We have no operating or financial history and our results of operations and those of the Combined Company may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus.

We are a blank check company and we have no operating history and no revenues. This proxy statement/prospectus includes unaudited pro forma combined financial statements for the Combined Company. The unaudited pro forma combined statement of operations of the Combined Company combines our historical

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