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Business Combinations
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations

3. BUSINESS COMBINATIONS

2025 Acquisitions

During 2025, the Company completed five acquisitions, for which each of the purchase price allocations are based on preliminary information and subject to change. Upon completion of the final purchase price allocations, the final fair values of assets acquired and liabilities assumed and resulting goodwill may differ materially from the preliminary assessment. The Company has estimated the preliminary fair values of assets acquired and liabilities assumed in each acquisition based on information currently available and will continue to adjust those estimates as additional information pertaining to events or circumstances present at the acquisition date becomes available during the measurement period.

The Company incurred approximately $28.8 million in transaction costs, which were primarily related to fees associated with financial and legal advisors, related to closed and pending acquisitions. Transactions costs were recorded in general and administrative expenses in the condensed consolidated statements of operations.

The Company has included the revenue and expenses of each acquisition in its condensed consolidated statements of operations from the date of acquisition.

Oxford Ionics Limited

On September 16, 2025, the Company acquired Oxford Ionics Limited (“Oxford Ionics”) for approximately $1,589.7 million of total consideration (the “Oxford Ionics Acquisition”). The Oxford Ionics Acquisition was accounted for as a business combination. The Oxford Ionics Acquisition accelerates the Company’s technology roadmap for more powerful, high-fidelity quantum computers and supports the Company’s global expansion.

The following table summarizes the components of the purchase consideration to acquire Oxford Ionics (in thousands):

 

Cash

 

$

10,000

 

Fair value of common stock issued(1)

 

 

1,579,670

 

Total purchase consideration

 

$

1,589,670

 

 

(1)
Reflects 25,372,150 shares of the Company’s common stock issued in the acquisition, multiplied by the closing price of the Company’s common stock on the closing date. These shares are inclusive of 149,169 shares withheld to cover employee tax obligations.

The following table summarizes the preliminary fair values of Oxford Ionics’s assets acquired and liabilities assumed as of the acquisition date (in thousands):

 

 

 

Preliminary Fair Value

 

Cash and cash equivalents

 

$

8,722

 

Accounts receivable

 

 

758

 

Prepaid expenses and other current assets

 

 

16,185

 

Property and equipment

 

 

5,334

 

Operating lease right-of-use assets

 

 

4,977

 

Intangible assets

 

 

423,581

 

Goodwill

 

 

1,261,472

 

Accounts payable

 

 

(23,339

)

Accrued expenses and other current liabilities

 

 

(11,510

)

Operating lease liabilities

 

 

(4,735

)

Unearned revenue

 

 

(1,937

)

Other noncurrent liabilities

 

 

(89,838

)

Total fair value of net assets acquired

 

$

1,589,670

 

 

The goodwill of $1,261.5 million is primarily attributable to specialized assembled workforce and expected future synergies from combining operations. The Company does not expect the goodwill from this acquisition to be deductible for income tax purposes. Identifiable intangibles recognized primarily consists of $422.9 million in developed technology with an estimated useful life of seven years. Fair values of intangible assets were determined using income approaches, including the multi-period excess earnings and the relief from royalty methods.

Capella Space Corporation

On July 11, 2025, the Company acquired Capella Space Corp. (“Capella”) for approximately $424.8 million of total consideration (the “Capella Acquisition”). The Capella Acquisition was accounted for as a business combination. The Capella Acquisition supports the Company’s mission to develop a space-to-space and space-to-ground satellite quantum key distribution networks to enable quantum-secure global communications.

The following table summarizes the components of the purchase consideration to acquire Capella (in thousands):

 

Cash

 

$

48,349

 

Fair value of common stock issued(1)

 

 

376,483

 

Total purchase consideration

 

$

424,832

 

 

(1)
Reflects 9,004,626 shares of the Company’s common stock issued in the acquisition, multiplied by the closing price of the Company’s common stock on the closing date. These shares are inclusive of 1,584,918 shares held in escrow. The escrowed shares are expected to be released within 18 months after the close of the Capella Acquisition, subject to reductions for indemnity claims and working capital adjustments.

The following table summarizes the preliminary fair values of Capella’s assets acquired and liabilities assumed as of the acquisition date (in thousands):

 

 

 

Preliminary Fair Value

 

Cash and cash equivalents

 

$

5,019

 

Accounts receivable

 

 

4,527

 

Prepaid expenses and other current assets

 

 

19,388

 

Property and equipment

 

 

52,009

 

Operating lease right-of-use assets

 

 

5,977

 

Intangible assets

 

 

101,700

 

Goodwill

 

 

259,490

 

Other noncurrent assets

 

 

3,220

 

Accounts payable

 

 

(2,271

)

Accrued expenses and other current liabilities

 

 

(13,044

)

Operating lease liabilities

 

 

(6,136

)

Unearned revenue

 

 

(3,090

)

Other noncurrent liabilities

 

 

(1,957

)

Total fair value of net assets acquired

 

$

424,832

 

 

The goodwill of $259.5 million is primarily attributable to growth opportunities from the expansion of the Company’s product offerings. The Company does not expect the goodwill from this acquisition to be deductible for income tax purposes. Identifiable intangibles recognized consist of $82.9 million in developed technology with an estimated useful life of 7 years, $14.6 million in trademarks with an estimated useful life of 10 years, and $4.2 million in customer relationships with an estimated useful life of 10 years. Fair values of intangible assets were determined using income approaches, including the relief from royalty and multi-period excess earnings methods.

Capella’s revenue since the acquisition date to September 30, 2025, included in the Company’s condensed consolidated statements of operations was $9.6 million.

id Quantique SA

On April 30, 2025, the Company acquired a controlling stake in id Quantique SA (“IDQ”) for approximately $116.2 million of total consideration (the “IDQ Acquisition”). The IDQ Acquisition was accounted for as a business combination. As of the acquisition date, the Company acquired approximately 86% of the outstanding shares of IDQ. A noncontrolling interest was recognized at fair value on the acquisition date, which was determined to be the noncontrolling interest’s proportionate share of the acquirees’ identifiable net assets. The acquisition supports the Company’s quantum networking capabilities by expanding its quantum networking expertise and technology portfolio, including quantum-safe communications and quantum detection systems.

The following table summarizes the components of the purchase consideration to acquire IDQ (in thousands):

 

Fair value of common stock issued(1)

 

$

113,064

 

Fair value of equity awards(2)

 

 

3,153

 

Total purchase consideration

 

$

116,217

 

 

(1)
Reflects 4,117,439 shares of the Company’s common stock issued in the acquisition, multiplied by the closing price of the Company’s common stock on the closing date. These shares are inclusive of 778,564 shares held in escrow. The escrowed shares are expected to be released within 18 months after the close of the IDQ Acquisition, subject to reductions for indemnity claims.
(2)
Reflects the conversion and issuance of certain equity awards, including stock options. Refer to Note 14 for further details on the Company’s share-based compensation awards, including awards issued in connection with acquisitions.

The following table summarizes the preliminary fair values of IDQ’s assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):

 

 

 

Preliminary Fair Value

 

 

Measurement Period Adjustments

 

 

Adjusted Fair Value

 

Cash and cash equivalents

 

$

9,963

 

 

$

—

 

 

$

9,963

 

Accounts receivable

 

 

4,616

 

 

 

—

 

 

 

4,616

 

Prepaid expenses and other current assets

 

 

9,759

 

 

 

—

 

 

 

9,759

 

Property and equipment

 

 

978

 

 

 

—

 

 

 

978

 

Operating lease right-of-use assets

 

 

2,246

 

 

 

—

 

 

 

2,246

 

Intangible assets

 

 

42,751

 

 

 

—

 

 

 

42,751

 

Goodwill

 

 

84,608

 

 

 

(2,700

)

 

 

81,908

 

Other noncurrent assets

 

 

972

 

 

 

—

 

 

 

972

 

Accounts payable

 

 

(2,223

)

 

 

—

 

 

 

(2,223

)

Accrued expenses and other current liabilities

 

 

(3,810

)

 

 

—

 

 

 

(3,810

)

Operating lease liabilities

 

 

(2,245

)

 

 

—

 

 

 

(2,245

)

Unearned revenue

 

 

(7,150

)

 

 

—

 

 

 

(7,150

)

Other noncurrent liabilities

 

 

(4,630

)

 

 

—

 

 

 

(4,630

)

Noncontrolling interest

 

 

(16,918

)

 

 

—

 

 

 

(16,918

)

Total fair value of net assets acquired

 

$

118,917

 

 

$

(2,700

)

 

$

116,217

 

 

The current period measurement period adjustments were $2.7 million, primarily related a reduction in purchase price and goodwill upon the settlement of the working capital adjustment.

The goodwill of $81.9 million is primarily attributable to increased offerings to customers and enhanced opportunities for growth and innovation. The Company does not expect the goodwill from this acquisition to be deductible for income tax purposes. Identifiable intangibles recognized consist of $23.6 million in developed technology with an estimated useful life of 7 years, $8.5 million in non-compete agreements and $8.2 million in customer relationships, each with an estimate useful life of 2 years, and $2.4 million in trademarks with an estimated useful life of 5 years. Fair values of intangible assets were determined using income approaches, including the relief from royalty, and the cost approach.

IDQ’s revenue since the acquisition date to September 30, 2025, included in the Company’s condensed consolidated statements of operations was $9.0 million.

In July 2025, the Company acquired additional shares of IDQ, increasing the Company’s total ownership to approximately 91%. The acquisition was accounted for as an equity transaction as there was no change in control.

Lightsynq Technologies Inc.

On May 30, 2025, the Company acquired Lightsynq Technologies Inc. (“Lightsynq”) for approximately $306.8 million of total consideration (the “Lightsynq Acquisition”). The Lightsynq Acquisition was accounted for as a business combination. The acquisition supports the Company’s quantum computing and networking capabilities by expanding its quantum memory and photonic interconnects technology portfolio.

The following table summarizes the components of the purchase consideration to acquire Lightsynq (in thousands):

 

Cash

 

$

100

 

Fair value of common stock issued(1)

 

 

250,127

 

Fair value of equity awards(2)

 

 

56,604

 

Total purchase consideration

 

$

306,831

 

 

(1)
Reflects 6,200,474 shares of the Company’s common stock issued in the acquisition, multiplied by the closing price of the Company’s common stock on the closing date. These shares are inclusive of 646,986 shares held in escrow. The escrowed shares are expected to be released within 12 months after the close of the Lightsynq Acquisition, subject to reductions for indemnity claims and working capital adjustments.
(2)
Reflects the conversion and issuance of certain equity awards, including stock options. Refer to Note 14 for further details on the Company’s share-based compensation awards, including awards issued in connection with acquisitions.

The following table summarizes the preliminary fair values of Lightsynq’s assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):

 

 

 

Preliminary Fair Value

 

 

Measurement Period Adjustments

 

 

Adjusted Fair Value

 

Cash and cash equivalents

 

$

16,854

 

 

$

—

 

 

$

16,854

 

Prepaid expenses and other current assets

 

 

123

 

 

 

—

 

 

 

123

 

Property and equipment

 

 

6,476

 

 

 

—

 

 

 

6,476

 

Intangible assets

 

 

61,200

 

 

 

6,400

 

 

 

67,600

 

Goodwill

 

 

242,260

 

 

 

(4,806

)

 

 

237,454

 

Accounts payable

 

 

(161

)

 

 

—

 

 

 

(161

)

Accrued expenses and other current liabilities

 

 

(4,621

)

 

 

6

 

 

 

(4,615

)

Deferred tax liabilities

 

 

(15,300

)

 

 

(1,600

)

 

 

(16,900

)

Total fair value of net assets acquired

 

$

306,831

 

 

$

—

 

 

$

306,831

 

 

The current period measurement period adjustments were $4.8 million, primarily related to intangible assets and deferred tax liabilities, with an offset to goodwill.

The goodwill of $237.5 million is primarily attributable to Lightsynq’s specialized assembled workforce and expected future synergies from combining operations. The Company does not expect the goodwill from this acquisition to be deductible for income tax purposes. Identifiable intangibles recognized consist of $67.6 million in developed technology with an estimated useful life of 5 years. Fair values of intangible assets were preliminarily estimated using the cost approach.

Other Acquisitions

On June 9, 2025, the Company acquired a market intelligence business for total consideration of approximately $40.6 million, including $36.2 million of stock consideration and $4.4 million of contingent consideration. The stock consideration is comprised of 903,195 shares of the Company’s common stock, of which, 47,750 shares are held in escrow and are expected to be released within 12 months after the close of the acquisition, subject to reductions for indemnity claims and working capital adjustments. The fair value of the contingent consideration was determined using a Monte Carlo simulation and is recorded within other noncurrent liabilities in the condensed consolidated balance sheets.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

 

 

 

Preliminary Fair Value

 

 

Measurement Period Adjustments

 

 

Adjusted Fair Value

 

Cash and cash equivalents

 

$

1,950

 

 

$

—

 

 

$

1,950

 

Accounts receivable

 

 

559

 

 

 

—

 

 

 

559

 

Prepaid expenses and other current assets

 

 

41

 

 

 

—

 

 

 

41

 

Intangible assets

 

 

13,400

 

 

 

—

 

 

 

13,400

 

Goodwill

 

 

30,092

 

 

 

203

 

 

 

30,295

 

Accounts payable

 

 

(769

)

 

 

—

 

 

 

(769

)

Accrued expenses and other current liabilities

 

 

(117

)

 

 

(203

)

 

 

(320

)

Unearned revenue

 

 

(997

)

 

 

—

 

 

 

(997

)

Deferred tax liabilities

 

 

(3,550

)

 

 

—

 

 

 

(3,550

)

Total fair value of net assets acquired

 

$

40,609

 

 

$

—

 

 

$

40,609

 

The goodwill of $30.3 million is primarily attributable to expected future synergies from combining operations. The Company does not expect the goodwill from this acquisition to be deductible for income tax purposes. Identifiable intangibles recognized consist of $12.2 million in customer relationships and $1.2 million in trademarks, each with an estimated useful life of 7 years. Fair values of intangible assets were determined using a benchmarking approach based on comparable transactions with the acquired business' industry peer group.

Pro Forma Results of Operations

The following table summarizes the unaudited pro forma consolidated revenue of the Company as if each of the acquisitions described above had been completed on January 1, 2024 (in thousands):

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

41,628

 

 

$

30,724

 

 

$

100,661

 

 

$

79,596

 

 

The pro forma information is not necessarily indicative of the results of operations that would have occurred had the acquisitions been made at the beginning of the periods presented or the future results of the combined operations. Unaudited pro forma consolidated net loss is not presented as the impacts are not significant to our condensed consolidated financial statements.

2024 Acquisition

Qubitekk Federal, LLC

On December 27, 2024, the Company acquired Qubitekk Federal, LLC (“Qubitekk”) for total consideration of approximately $22.1 million in cash, of which $15.5 million was paid at closing, with the remainder to be paid over the 18 months following the acquisition date, subject to reductions for indemnities, working capital adjustments, and certain other conditions that existed at the acquisition date. The holdback liabilities are recorded in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The acquisition supports the Company’s quantum networking capabilities by expanding its quantum networking expertise and technology portfolio. The Company incurred approximately $1.5 million in acquisition costs, which were primarily related to fees associated with financial and legal advisors and were recorded in general and administrative expenses in the condensed consolidated statements of operations for the year ended December 31, 2024.

The purchase price allocation is preliminary and subject to change. Upon completion of the final purchase price allocation, the final fair values of assets acquired and liabilities assumed and resulting goodwill may differ materially from the preliminary assessment. The Company has estimated the preliminary fair values of Qubitekk assets acquired and liabilities assumed based on information currently available and will continue to adjust those estimates as additional information pertaining to events or circumstances present at the acquisition date becomes available during the measurement period. The current period adjustments were $0.8 million, primarily related intangible assets, with an offset to goodwill. The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):

 

 

 

Preliminary Fair Value

 

 

Measurement Period Adjustments

 

 

Updated Preliminary Fair Value

 

Accounts receivable

 

$

400

 

 

$

(24

)

 

$

376

 

Prepaid expenses and other current assets

 

 

531

 

 

 

340

 

 

 

871

 

Intangible assets

 

 

11,900

 

 

 

(1,050

)

 

 

10,850

 

Goodwill

 

 

9,220

 

 

 

772

 

 

 

9,992

 

Other noncurrent assets

 

 

3

 

 

 

—

 

 

 

3

 

Unearned revenue

 

 

—

 

 

 

(25

)

 

 

(25

)

Total fair value of net assets acquired

 

$

22,054

 

 

$

13

 

 

$

22,067

 

 

The goodwill of $10.0 million is primarily attributable to Qubitekk’s specialized assembled workforce and expected future synergies from combining operations. The Company expects the goodwill from this acquisition will be deductible for income tax purposes. Identifiable intangibles recognized consist of $5.9 million in customer relationships, $4.0 million in developed technology, and $0.8 million in trademarks, each with estimated useful lives of 5 years, and $0.2 million in backlog with an estimated useful life of 1 year. Fair values of intangible assets were determined using income approaches, including the relief from royalty and multi-period excess earnings methods.

The Company has included the revenue and expenses of Qubitekk in its condensed consolidated financial statements from the date of acquisition. No summarized unaudited pro forma results are provided for the Qubitekk acquisition due to the immateriality of this acquisition relative to the Company’s condensed consolidated financial position and results of operations.