EX-99.3 17 d234711dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the “Form 8-K”) filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 30, 2021. Unless the context otherwise requires, “Legacy IonQ” refers to IonQ, Inc. prior to the Closing Date, the “Company” refers to IonQ, Inc. (“IonQ”) (f/k/a dMY Technology Group, Inc. III) after the Closing, and dMY Technology Group, Inc. III (“dMY”) prior to the Closing Date.

Introduction

The following unaudited pro forma combined balance sheet as of June 30, 2021 assumes that the Business Combination occurred on June 30, 2021. The unaudited pro forma combined statement of operations for the year ended December 31, 2020 presents pro forma effect to the Business Combination as if it had been completed on January 1, 2020. The unaudited pro forma combined statement of operations for the six months ended June 30, 2021 presents pro forma effect to the Business Combination as if it had been completed on January 1, 2020.

The unaudited pro forma combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what IonQ’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. Further, the pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of IonQ. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The historical financial information of dMY was derived from the unaudited financial statements of dMY as of and for the six months ended June 30, 2021, and the audited financial statements of dMY for the period from September 14, 2020 (inception) through December 31, 2020, included elsewhere in this Form 8-K. The historical financial information of Legacy IonQ was derived from unaudited financial statements of Legacy IonQ as of and for the six months ended June 30, 2021, and the audited financial statements of Legacy IonQ for the year ended December 31, 2020, included elsewhere in this Form 8-K. This information should be read together with dMY’s and Legacy IonQ’s audited financial statements and related notes and unaudited financial statements and related notes, and other financial information included elsewhere in this Form 8-K.

The unaudited pro forma condensed combined financial data below reflects the 950,923 shares of the outstanding dMY common stock that were redeemed, resulting in an aggregate payment of $9.5 million out of the trust account, at a redemption price of $10.00 per share.

Description of the Business Combination

On September 30, 2021, dMY, the Merger Sub and Legacy IonQ consummated the previously announced Merger pursuant to the Merger Agreement, which provided for, among other things, the Business Combination. Concurrently with the execution and delivery of the Merger Agreement, the PIPE Investors, entered into Subscription Agreements pursuant to which the PIPE Investors purchased 34,500,000 shares of dMY’s Class A Stock, at a purchase price per share of $10.00 and an aggregate purchase price of $345.0 million. The purchase of the PIPE Shares was consummated concurrently with the Business Combination.

Pursuant to the Merger Agreement:

 

   

Legacy IonQ stock (including holders of common stock, Series A preferred stock, Series B preferred stock, and Series B-1 preferred stock) issued and outstanding immediately prior to the Business Combination, was canceled and converted into the right to receive the number of shares of Class A Stock equal to the quotient determined by dividing (i) the Aggregate Stock Consideration by (ii) the IonQ Stock Adjusted Fully Diluted Shares (the “Exchange Ratio”).


   

Each Legacy IonQ Warrant issued and outstanding immediately prior to the Business Combination ceased to represent a conditional right to purchase a number of shares of IonQ Series B-1 preferred stock and was converted into a conditional right to purchase a number of shares of Class A Stock equal to the product of (a) the number of shares of IonQ Series B-1 preferred stock that such IonQ Warrant had the conditional right to purchase and (b) the Exchange Ratio subject to the same terms and conditions outlined in the warrant agreement.

 

   

Each Legacy IonQ Stock Option issued and outstanding immediately prior to the Business Combination was assumed by dMY and converted into an option to purchase shares of Class A Stock equal to the product of (a) the number of shares of IonQ common stock subject to such Legacy IonQ stock option agreement immediately prior to the Business Combination and (b) the Exchange Ratio subject to the same terms and conditions as were applicable to such Legacy IonQ Stock Option immediately prior to the Business Combination, including applicable vesting conditions.

The Exchange Ratio was 4.048, based on the amount of net cash of IonQ, transaction costs and the diluted number of Legacy IonQ capital stock as of the Effective Date.

Vesting Shares

Effective upon the consummation of the Business Combination, 10% or 750,000 of dMY’s Sponsors and Insiders shares were placed in an escrow (the “Vesting Shares”) and will be subject to forfeiture unless certain vesting requirements are met. 250,000 of the Vesting Shares will vest upon the occurrence of each of the following circumstances any time prior to the 5th anniversary of the consummation of the Business Combination:

 

   

The Class A Stock closing share price is greater than or equal to $12.50 (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) over any 20 trading days within any 30-day trading period or the Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of the Company’s common stock for cash, securities, or other properties (“Subsequent Business Combination”) having a value of at least $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like).

 

   

The Class A Stock closing share price is greater than or equal to $15.00 (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) over any 20 trading days within any 30-day trading period or the Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in Subsequent Business Combination having a value of at least $15.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like).

 

   

The Class A Stock closing share price is greater than or equal to $17.50 (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) over any 20 trading days within any 30-day trading period or the Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in Subsequent Business Combination having a value of at least $17.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like).

The Vesting Shares have been classified as permanent equity on the balance sheet.

Accounting for the Business Combination

The Business Combination represented a reverse merger and was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, dMY, who is the legal acquirer, is treated as the “acquired” company for financial reporting purposes and Legacy IonQ is treated as the accounting acquirer. This determination was primarily based on evaluation of the following facts and circumstances:

 

   

Legacy IonQ’s stockholders have the majority of the voting interest in the combined entity as described below with an approximate 63% voting interest.


   

The Company’s board of directors have seven board members consisting of two board members designated by dMY, four board members retained from the Legacy IonQ board, and one additional,

independent board member. The Legacy IonQ board members will control a majority of the governing body of the Company.

 

   

Legacy IonQ’s senior management comprises all of the senior management of the Company;

 

   

Legacy IonQ operations comprise the ongoing operations of the Company.

Accordingly, for accounting purposes, the Merger was treated as the equivalent of a capital transaction in which Legacy IonQ issued stock for the net assets of dMY, accompanied by a recapitalization. The net assets of dMY are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Legacy IonQ.

Basis of Pro Forma Presentation

The unaudited pro forma combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the historical pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma combined financial information. The adjustments presented in the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary for an understanding of the combined company upon consummation of the Business Combination.

The unaudited pro forma combined balance sheet as of June 30, 2021, was derived from the unaudited historical balance sheet of dMY as of June 30, 2021 and the unaudited historical balance sheet of Legacy IonQ as of June 30, 2021 and giving further effect to the Business Combination as if it had occurred on June 30, 2021. The unaudited pro forma combined statement of operations for the year ended December 31, 2020 combines the historical statement of operations of dMY for the period of September 14, 2020 (inception) through December 31, 2020, and the historical statement of operations of Legacy IonQ for the year ended December 31, 2020 giving effect to the Business Combination as if it had been consummated on January 1, 2020, the beginning of the earliest period presented. The unaudited pro forma combined statement of operations for the six months ended June 30, 2021 combines the historical statement of operations of dMY for the six months June 30, 2021, and the historical statement of operations of Legacy IonQ for the six months ended June 30, 2021, giving effect to the Business Combination as if it had been consummated on January 1, 2020, the beginning of the earliest period presented.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that the Company believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma combined financial information.

The unaudited pro forma combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business


Combination. dMY and Legacy IonQ have not had any historical relationship prior to the business combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial data below reflects the 950,923 shares of the outstanding dMY common stock that were redeemed, resulting in an aggregate payment of $9.5 million out of the trust account, at a redemption price of $10.00 per share.

Included in the weighted average shares outstanding as presented in the pro forma combined financial statements are the shares of Class A Stock to be issued to Legacy IonQ stockholders, the Class A Stock issued to existing dMY investors, the Founder Shares (excluding the Sponsor Vesting Shares), and the PIPE Shares.

Upon the consummation of the Business Combination, the weighted average shares outstanding as presented in the unaudited pro forma combined financial statements include the following (in thousands):

 

     $      Shares      %  

Legacy IonQ Ownership

     1,214,363        121,436        63  

dMY Class A Shareholders

     290,491        29,049        15  

dMY Founders Shares

     67,500        6,750        4  

PIPE Investors

     345,000        34,500        18  
  

 

 

    

 

 

    

 

 

 

Total Class A Shares

     1,917,354        191,735        100  
  

 

 

    

 

 

    

The unaudited pro forma combined financial information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Company.


Unaudited Pro Forma Combined Balance Sheet

As of June 30, 2021

(in thousands, except share and per share amounts)

 

     Legacy
IonQ
     dMY      Pro Forma
Adjustments
    Pro Forma
Combined
Balance
Sheet
 

Assets

     (b)        (a)       

Cash and cash equivalents

   $ 27,692      $ —        $ 290,575 (c)    $ 588,922  
           345,000 (d)   
           (156) (f)   
           (63,689) (j)   
           (10,500) (k)   

Investments held in Trust Account

     —          300,084        (300,084) (c)      —    

Accounts receivable

     420        —          —         420  

Prepaid expenses and other current assets

     4,853        712        (3,241) (m)      2,324  

Property and equipment, net

     15,558        —          —         15,558  

Operating lease right-of-use assets

     4,164        —          —         4,164  

Intangible assets, net

     5,110        —          —         5,110  

Other noncurrent assets

     2,596        —          —         2,596  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total assets

   $ 60,393      $ 300,796      $ 257,905     $ 619,094  
  

 

 

    

 

 

    

 

 

   

 

 

 
          

Liabilities

          

Accounts payable

     4,635        314        —         4,949  

Accrued expenses

     1,688        3,550        —         5,238  

Current portion of operating lease liabilities

     559        —          —         559  

Unearned revenue

     100        —          —         100  

Current portion of stock option early exercise liabilities

     1,525        —          —         1,525  

Operating lease liabilities, net of current portion

     3,716        —          —         3,716  

Unearned revenue, net of current portion

     1,533        —          —         1,533  

Stock option early exercise liabilities, net of current portion

     3,228        —          —         3,228  

Franchise tax payable

     —          100        —         100  

Note payable to related parties

     —          156        (156) (f)      —    

Deferred underwriting commissions in connection with initial public offering

     —          10,500        (10,500) (k)      —    

Derivative warrant liabilities

     —          40,600        —         40,600  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total liabilities

   $ 16,984      $ 55,220      $ (10,656)     $ 61,548  
  

 

 

    

 

 

    

 

 

   

 

 

 

Commitments and contingencies

          

Series A convertible redeemable preferred stock

     1,925        —          (1,925) (i)      —    

Series B convertible redeemable preferred stock

     21,111        —          (21,111) (i)      —    

Series B-1 convertible redeemable preferred stock

     61,867        —          (61,867) (i)      —    

Warrants for Series B-1 convertible redeemable preferred stock

     566        —          (566) (i)      —    

Common stock subject to possible redemption

     —          240,575        (240,575) (g)      —    


     Legacy
IonQ
     dMY      Pro Forma
Adjustments
    Pro Forma
Combined
Balance
Sheet
 

Permanent Equity

          

Common stock

     1        —          (1) (i)      —    

Common stock, Class A

     —          1        3 (d)      19  
           1 (e)   
           12 (l)   
           2 (g)   

Common stock, Class B

     —          1        (1) (e)      —    

Additional paid-in-capital

     14,865        31,171        344,997 (d)      617,649  
           231,064 (g)   
           (26,172) (h)   
           (3,241) (m)   
           (12) (l)   
           85,470 (i)   
           (60,493) (j)   

Retained earnings / Accumulated deficit

     (56,926      (26,172      26,172 (h)      (60,122
           (3,196) (j)   

Total stockholders’ (deficit)/equity

     (42,060      5,001        594,605       557,546  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total liabilities, convertible redeemable preferred stock, warrants and stockholder’s (deficit)/ equity

   $ 60,393      $ 300,796      $ 257,905     $ 619,094  
  

 

 

    

 

 

    

 

 

   

 

 

 


Unaudited Pro Forma Combined Statement of Operations

For the Year Ended December 31, 2020

(in thousands, except share and per share amounts)

 

    Legacy
IonQ
    dMY     Pro Forma
Adjustments
    Pro Forma
Combined
Statement of
Operations
 
    (bb)     (aa)              

Revenues

  $ —       $ —       $ —       $ —    

Expenses

       

Cost of revenue (excluding depreciation and amortization)

    143       —         —         143  

Research and development

    10,157       —         —         10,157  

Sales and marketing

    486       —         —         486  

General and administrative

    3,547       602       —         4,149  

Depreciation and amortization

    1,400       —         —         1,400  

Franchise tax expenses

    —         58       —         58  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

    15,733       660       —         16,393  
 

 

 

   

 

 

   

 

 

   

 

 

 

Loss from Operations

    (15,733     (660     —         (16,393

Other income

    309       —         —         309  

Gain on marketable securities (net), dividends and interest, held in Trust Account

    —         31       (31 )(cc)      —    

Offering costs associated with derivative warrant liabilities

    —         700       3,196 (ff)     3,896  

Loss upon issuance of private placement warrants

    —         7,360       —         7,360  

Change in fair value of derivative warrant liabilities

    —         7,525       —         7,525  
 

 

 

   

 

 

   

 

 

   

 

 

 

Loss before benefit (provision) for income taxes

    (15,424     (16,214     (3,227     (34,865
 

 

 

   

 

 

   

 

 

   

 

 

 

Benefit for income taxes

    —         —         —         —    
 

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (15,424   $ (16,214   $ (3,227   $ (34,865
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted

    5,496,316           191,735,418 (dd) 

Weighted average shares outstanding of Class A common stock basic and diluted

      30,000,000      

Weighted average shares outstanding of Class B common stock basic and diluted

      7,156,250      

Net loss per share attributable to common stockholders—basic and diluted

  $ (2.81       $ (0.18 )(ee) 

Net loss per share, Class A common stock – basic and diluted

    $ (0.00    

Net loss per share, Class B common stock – basic and diluted

    $ (1.24    


Unaudited Pro Forma Combined Statement of Operations

For the Six Months Ended June 30, 2021

(in thousands, except share and per share amounts)

 

    Legacy
IonQ
    dMY     Pro Forma
Adjustments
    Pro Forma
Combined
Statement of
Operations
 
    (bbb)     (aaa)              

Revenues

  $ 218     $ —       $ —       $ 218  

Expenses

       

Cost of revenue (excluding depreciation and amortization)

    508       —         —         508  

Research and development

    9,131       —         —         9,131  

Sales and marketing

    1,098       —         —         1,098  

General and administrative

    5,860       4,195       —         10,055  

Depreciation and amortization

    947       —         —         947  

Franchise tax expenses

    —         101       —         101  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

    17,544       4,296       —         21,840  
 

 

 

   

 

 

   

 

 

   

 

 

 

Loss from Operations

    (17,326     (4,296     —         (21,622

Other income

    5       —         —         5  

Gain on marketable securities (net), dividends and interest, held in Trust Account

    —         53       (53 )(ccc)      —    

Change in fair value of derivative warrant liabilities

    —         (5,715     —         (5,715
 

 

 

   

 

 

   

 

 

   

 

 

 

Loss before benefit (provision) for income taxes

    (17,321     (9,958     (53     (27,332
 

 

 

   

 

 

   

 

 

   

 

 

 

Benefit for income taxes

    —         —         —         —    
 

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (17,321   $ (9,958   $ (53   $ (27,332
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted

    6,471,023           191,735,418 (ddd) 

Weighted average shares outstanding of Class A common stock basic and diluted

      30,000,000      

Weighted average shares outstanding of Class B common stock basic and diluted

      7,500,000      

Net loss per share attributable to common stockholders—basic and diluted

  $ (2.68       $ (0.14 )(eee) 

Net loss per share, Class A common stock – basic and diluted

    $ (0.00    

Net loss per share, Class B common stock – basic and diluted

    $ (1.33    

Pro Forma Adjustments

Adjustments included in the unaudited pro forma combined balance sheet as of June 30, 2021 are as follows:

 

  (a)

Represents dMY’s historical unaudited balance sheet as of June 30, 2021.

 

  (b)

Represents Legacy IonQ’s historical unaudited balance sheet as of June 30, 2021.

 

  (c)

Reflects the reclassification of cash and investments held in the Trust Account to the cash and cash equivalents account, subsequent to public shareholders exercising their right to redeem 950,923 Public Shares for their pro rata share of the Trust Account in the amount of $9.5 million.


  (d)

To reflect the issuance of an aggregate 34,500,000 shares of Class A Stock in the PIPE Investment at a price of $10.00 per share for an aggregate purchase price of $345.0 million.

 

  (e)

Represents the pro forma adjustments to reclassify Class B Stock, which will have been converted to Class A Stock issued and outstanding.

 

  (f)

Represents the pro forma adjustments to reflect the repayment of the note payable to related parties as noted in dMY’s unaudited June 30, 2021 financial statements.

 

  (g)

Represents the pro forma adjustments to reclassify common stock subject to possible redemption to permanent equity based on a par value of $0.0001 per share subsequent to public shareholders exercising their right to redeem 950,923 Public Shares for their pro rata share of the Trust Account in the amount of $9.5 million.

 

  (h)

Represents the pro forma adjustments to reclassify the historical retained earnings of dMY to additional paid-in-capital.

 

  (i)

Represents the pro forma adjustments for the cancellation of Legacy IonQ capital stock, and the issuance of Company shares to existing IonQ investors.

 

  (j)

Represents the pro forma adjustment to record the preliminary estimated direct and incremental transaction costs to be incurred for advisory, banking, legal, and accounting fees as well as the underwriting costs associated with the Business Combination and PIPE Investment. This amount is inclusive of $3.2 million of transaction costs that have been allocated to dMY’s public and private warrants that will be expensed upon consummation of the Business Combination, and accordingly, such amounts have been adjusted to accumulated deficit.

 

  (k)

Represents the pro forma adjustment to record the payment of the deferred underwriting commissions in connection with the dMY IPO.

 

  (l)

Represents the pro forma adjustment for the par value of preferred and common stock issued to existing Legacy IonQ equityholders based on preferred and common stock issued and outstanding of the date of the Business Combination (in thousands) and par value of $0.0001.

 

     Issued and
Outstanding
on Business
Combination
Date
     Assumed
Exchange
Ratio
     Pro Forma
Class A
Stock
Issued and
Outstanding
 

Common Stock

     7,075        

Series A Preferred

     2,000        

Series B Preferred

     9,754        

Series B-1 Preferred

     11,167        
  

 

 

    

 

 

    

 

 

 

Total Shares Issued and Outstanding

     29,996        4.048        121,436  
  

 

 

    

 

 

    

 

 

 

 

(m)

Represents the pro forma adjustment to record the offset of Legacy IonQ’s previously recorded deferred transaction costs for legal, accounting, and advisory fees related to the Business Combination to Additional Paid in Capital.

Adjustments to the unaudited pro forma combined statements of operations for the year ended December 31, 2020 are as follows:

 

  (aa)

Represents dMY’s historical audited statement of operations for period of inception (September 14, 2020) through December 31, 2020.

 

  (bb)

Represents Legacy IonQ’s historical audited consolidated statement of operations for the year ended December 31, 2020.

 

  (cc)

Reflects the pro forma adjustment to eliminate the gains, dividends and interest on the cash and investments held in the Trust Account.


  (dd)

Represents weighted average shares issued and outstanding upon consummation of the Business Combination (in thousands), which exclude the impact of the following:

 

   

Legacy IonQ Stock Options and Legacy IonQ Warrants issued but unvested and to be issued;

 

   

Legacy dMY Warrants issued; and

 

   

750,000 shares subject to the Vesting Share provisions described above.

 

     Shares  

Shares issued to Legacy IonQ stockholders in the Business Combination

     121,436  

Class A Stock

     29,049  

dMY Founders Shares

     6,750  

Shares issued to PIPE Investors

     34,500  
  

 

 

 

Total Class A Stock (Basic)

     191,735  
  

 

 

 

As the Business Combination is being reflected as if it had occurred at the beginning of the earliest period presented, the calculation of weighted average shares outstanding for pro forma basic and diluted net income per share assumes that the shares issuable in connection with the Business Combination and the PIPE Investment have been outstanding for the entirety of the periods presented.

 

  (ee)

Represents net loss per common share computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period as stated in note (dd). The Company has not considered the effect of Legacy IonQ’s or Legacy dMY’s options and warrants to purchase shares of Class A Stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive.

 

  (ff)

Represents the pro forma adjustment to account for transaction costs that have been allocated to private and public warrants accounted for as a liability.

Adjustments to the unaudited pro forma combined statements of operations for the six months ended June 30, 2021 are as follows:

 

  (aaa)

Represents dMY’s historical unaudited statement of operations for the six months ended June 30, 2021.

 

  (bbb)

Represents Legacy IonQ’s historical unaudited consolidated statement of operations for the six months ended June 30, 2021.

 

  (ccc)

Reflects the pro forma adjustment to eliminate the gains, dividends and interest on the cash and investments held in the Trust Account.

 

  (ddd)

Represents weighted average shares issued and outstanding upon consummation of the Business Combination (in thousands), which exclude the impact of the following:

 

   

Legacy IonQ Stock Options and Legacy IonQ Warrants issued but unvested and to be issued;

 

   

Legacy dMY Warrants issued; and

 

   

750,000 shares subject to the Vesting Share provisions described above.

 

     Shares  

Shares issued to Legacy IonQ stockholders in the Business Combination

     121,436  

Class A Stock

     29,049  

dMY Founders Shares

     6,750  

Shares issued to PIPE Investors

     34,500  
  

 

 

 

Total Class A Stock (Basic)

     191,735  
  

 

 

 


As the Business Combination is being reflected as if it had occurred at the beginning of the earliest period presented, the calculation of weighted average shares outstanding for pro forma basic and diluted net income per share assumes that the shares issuable in connection with the Business Combination and the PIPE Transaction have been outstanding for the entirety of the periods presented.

 

  (eee)

Represents net loss per common share computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period as stated in note (ddd). The Company has not considered the effect of Legacy IonQ’s or dMY’s options and warrants to purchase shares of Class A Stock in the calculation of diluted income per share, since their inclusion would be anti- dilutive.

Legacy IonQ’s pro forma options and warrants are as follows based on an Exchange Ratio of 4.048 (in thousands):

 

     Shares  

Legacy IonQ Stock Options

     23,835  

Legacy IonQ Warrants

     8,301  
  

 

 

 

Total Class A Stock Issuable to Legacy IonQ (Dilutive)

     32,136  
  

 

 

 

dMY’s anti-dilutive pro forma Vesting Shares and Warrants (in thousands) are as follows:

 

     Shares  

Vesting Shares

     750  

Public Warrants

     7,500  

Private Warrants

     4,000  
  

 

 

 

Total Dilutive Shares

     12,250