Amendment to Current Report Form 8 K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2024 (June 05, 2024)

IonQ, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39694		85-2992192
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4505 Campus Drive College Park, Maryland			20740
(Address of Principal Executive Offices)			(Zip Code)

Registrant's Telephone Number, Including Area Code: 301298-7997

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		IONQ		New York Stock Exchange
Warrants, each exercisable for one share of common stock for $11.50 per share		IONQ WS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§ 240.12b-2of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

This Current Report on Form 8-K/A(this "Amendment") amends the Current Report on Form 8-Kfiled by IonQ, Inc. (the "Company") with the U.S. Securities and Exchange Commission on June 7, 2024 (the "Original Form 8-K")filed to report the results of the Company's 2024 Annual Meeting of Stockholders held on June 5, 2024 (the "Annual Meeting"). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K,the Company's decision as to the frequency of future stockholder advisory votes on named executive officer compensation. Except as set forth herein, no other changes have been made to the Original Form 8-K.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, stockholders that voted on the matter indicated a preference to hold, on a non-bindingadvisory basis, the Company's future advisory votes on named executive officer compensation once every year. Based on the results of the vote, and consistent with the recommendation of the Company's Board of Directors (the "Board") with respect to the proposal, the Board has determined to hold a non-bindingadvisory vote regarding named executive officer compensation annually until the next required non-bindingadvisory stockholder vote on the frequency of holding future votes regarding named executive officer compensation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			IonQ, Inc.
Date: October 23, 2024			By:		/s/ Thomas Kramer
			Thomas Kramer
			Chief Financial Officer