SEC Info - IonQ, Inc. - ‘10-K’ for 12/31/23

IonQ, Inc. – ‘10-K’ for 12/31/23 – ‘EX-31.2’

On: Wednesday, 2/28/24, at 4:10pm ET · For: 12/31/23 · Accession #: 950170-24-22072 · File #: 1-39694

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 IonQ, Inc. 10-K 12/31/23 107:14M Donnelley … Solutions/FA

Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 3.09M 2: EX-10.31 Material Contract HTML 39K 3: EX-21.1 Subsidiaries List HTML 31K 4: EX-23.1 Consent of Expert or Counsel HTML 32K 8: EX-97 Clawback Policy re: Recovery of Erroneously HTML 52K Awarded Compensation 5: EX-31.1 Certification -- §302 - SOA'02 HTML 36K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 36K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 33K 10: R1 Cover Page HTML 108K 11: R2 Consolidated Balance Sheets HTML 138K 12: R3 Consolidated Balance Sheets (Parenthetical) HTML 39K 13: R4 Consolidated Statements of Operations HTML 98K 14: R5 Consolidated Statements of Comprehensive Loss HTML 57K 15: R6 Consolidated Statements of Changes in HTML 84K Stockholders' Equity 16: R7 Consolidated Statements of Cash Flows HTML 127K 17: R8 Pay vs Performance Disclosure HTML 43K 18: R9 Insider Trading Arrangements HTML 40K 19: R10 Description of Business HTML 42K 20: R11 Summary of Significant Accounting Policies HTML 195K 21: R12 Acquisitions HTML 35K 22: R13 Cash, Cash Equivalents, Restricted Cash And HTML 157K Investments 23: R14 Fair Value Measurements HTML 189K 24: R15 Property And Equipment, Net HTML 55K 25: R16 Intangible Assets, Net HTML 105K 26: R17 Agreements With University Of Maryland And Duke HTML 41K University 27: R18 Other Balance Sheet Accounts HTML 62K 28: R19 Commitments and Contingencies HTML 40K 29: R20 Stockholders' Equity HTML 69K 30: R21 Warrant Transaction Agreement HTML 36K 31: R22 Warrant Liabilities HTML 46K 32: R23 Stock-Based Compensation HTML 215K 33: R24 Income Taxes HTML 154K 34: R25 Leases HTML 91K 35: R26 Employee Benefit Plans HTML 35K 36: R27 Related Party Transactions HTML 104K 37: R28 Geographic Information HTML 38K 38: R29 Summary of Significant Accounting Policies HTML 255K (Policies) 39: R30 Summary of Significant Accounting Policies HTML 114K (Tables) 40: R31 Cash, Cash Equivalents, Restricted Cash And HTML 159K Investments (Tables) 41: R32 Fair Value Measurement (Tables) HTML 186K 42: R33 Property And Equipment, Net (Tables) HTML 53K 43: R34 Intangible Assets, Net (Tables) HTML 107K 44: R35 Other Balance Sheet Accounts (Tables) HTML 64K 45: R36 Stockholders' Equity (Tables) HTML 54K 46: R37 Stock-Based Compensation (Tables) HTML 201K 47: R38 Income Taxes (Tables) HTML 148K 48: R39 Leases (Tables) HTML 88K 49: R40 Related Party Transactions (Tables) HTML 112K 50: R41 Description of Business - Additional Information HTML 36K (Detail) 51: R42 Summary of Significant Accounting Policies - HTML 108K Additional Information (Detail) 52: R43 Summary of Significant Accounting Policies - HTML 40K Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) 53: R44 Summary of Significant Accounting Policies - HTML 38K Summary of Loans and Financing Receivable (Detail) 54: R45 Summary of Significant Accounting Policies - HTML 47K Summary of Property Plant And Equipment Useful Life (Detail) 55: R46 Summary of Significant Accounting Policies - HTML 37K Summary of Changes in Unearned Revenue (Detail) 56: R47 Summary of Significant Accounting Policies - HTML 62K Schedule of Earnings Per Share, Basic and Diluted (Detail) 57: R48 Summary of Significant Accounting Policies - HTML 49K Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) 58: R49 Acquisitions - Additional Information (Detail) HTML 39K 59: R50 Cash, Cash Equivalents, Restricted Cash And HTML 58K Investments - Summary of Unrealized Gains and Losses and Estimated Fair Value of Cash Equivalents and Investments (Detail) 60: R51 Cash, Cash Equivalents, Restricted Cash And HTML 68K Investments - Summary of Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value (Detail) 61: R52 Cash, Cash Equivalents, Restricted Cash And HTML 37K Investments - Additional Information (Detail) 62: R53 Cash, Cash Equivalents, Restricted Cash And HTML 54K Investments - Schedule of Contractual Maturity Date of Cash Cash Equivalents, Restricted Cash and Investments in Available-for-Sale Securities (Detail) 63: R54 Fair Value Measurements - Summary of fair value HTML 114K measurements on a recurring basis and the level of inputs (Detail) 64: R55 Fair Value Measurements - Additional Information HTML 35K (Detail) 65: R56 Property And Equipment, Net - Summary Of Property HTML 48K And Equipment (Detail) 66: R57 Property And Equipment, Net - Additional HTML 33K Information (Detail) 67: R58 Intangible Assets, Net - Summary of Intangible HTML 63K Assets (Detail) 68: R59 Intangible Assets, Net - Additional Information HTML 34K (Detail) 69: R60 Intangible Assets, Net - Summary of the Projected HTML 47K Annual Amortization Expense for the Company's Intangible Assets (Detail) 70: R61 Agreements With University Of Maryland And Duke HTML 64K University - Additional information (Detail) 71: R62 Other Balance Sheet Accounts - Summary of Prepaid HTML 40K Expenses and Other Current Assets (Detail) 72: R63 Other Balance Sheet Accounts - Summary of accrued HTML 42K expenses (Details) 73: R64 Stockholders' Equity - Additional Information HTML 52K (Detail) 74: R65 Stockholders' Equity - Summary of Company's Common HTML 54K Stock Reserved for Future Issuance (Detail) 75: R66 Warrant Transaction Agreement - Additional HTML 39K Information (Detail) 76: R67 Warrant Liabilities - Additional Information HTML 55K (Detail) 77: R68 Stock-Based Compensation - Summary Of Share Based HTML 40K Payment Award Stock Options Valuation Assumptions (Detail) 78: R69 Stock-Based Compensation - Summary of the Stock HTML 85K Option Activity (Detail) 79: R70 Stock-Based Compensation - Summary of stock option HTML 38K grants, vesting and exercises (Detail) 80: R71 Stock-Based Compensation - Summary of restricted HTML 66K stock unit ("RSU") activity (Detail) 81: R72 Stock-Based Compensation - Summary of Share Based HTML 42K Payment Award PSUs Valuation Assumptions (Details) 82: R73 Stock-Based Compensation - Summary of Performance HTML 61K Share Unit ("PSU") Activity Based on Awards at Target (Details) 83: R74 Stock-Based Compensation - Summary of Stock-based HTML 48K Compensation Expenses for Stock Options and Unvested Common Stock (Detail) 84: R75 Stock-Based Compensation - Summary of Unrecognized HTML 42K Stock-Based Compensation (Detail) 85: R76 Stock-Based Compensation - Additional Information HTML 92K (Detail) 86: R77 Income Taxes - Summary of Current and Deferred HTML 59K Components of Provision for Income Taxes for Federal, State and Foreign Jurisdictions (Detail) 87: R78 Income Taxes - Summary of reconciliation of the HTML 54K statutory federal income tax rate (Benefit) and Effective Tax Rate (Benefit) (Detail) 88: R79 Income Taxes - Summary of net deferred tax assets HTML 67K (Detail) 89: R80 Income Taxes - Summary of Valuation Allowance HTML 36K against its Gross Deferred Tax Assets (Detail) 90: R81 Income Tax - Additional Information (Detail) HTML 67K 91: R82 Leases - Additional Information (Detail) HTML 62K 92: R83 Leases - Summary Of Components Of Lease Cost HTML 37K (Detail) 93: R84 Leases - Summary Of Lease Costs Are Reflected In HTML 43K The Statements Of Operations And Comprehensive Loss (Detail) 94: R85 Leases - Summary Of Supplemental Cash Flow And HTML 33K Other Information Related To Operating Leases (Detail) 95: R86 Leases - Summary Of Maturities Of Operating Lease HTML 51K Liabilities (Detail) 96: R87 Employee Benefit Plans - Additional Information HTML 35K (Detail) 97: R88 Related Party Transactions - Additional HTML 48K Information (Detail) 98: R89 Related Party Transactions - Summary of Lease Cost HTML 38K and Cash Flow Related to Operating Lease (Detail) 99: R90 Related Party Transactions - Summary of HTML 39K Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate (Detail) 100: R91 Related Party Transactions - Schedule of Related HTML 79K Party Transactions (Detail) 101: R92 Related Party Transactions - Schedule of Related HTML 52K Party Transactions (Parenthetical) (Detail) 102: R93 Geographic Information - Additional Information HTML 36K (Detail) 104: XML IDEA XML File -- Filing Summary XML 204K 107: XML XBRL Instance -- ionq-20231231_htm XML 3.48M 103: EXCEL IDEA Workbook of Financial Report Info XLSX 205K 9: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 5.39M Linkbases Document -- ionq-20231231 105: JSON XBRL Instance as JSON Data -- MetaLinks 683± 1.06M 106: ZIP XBRL Zipped Folder -- 0000950170-24-022072-xbrl Zip 573K

Exhibit 31.2

CERTIFICATIONS

I, Thomas Kramer, certify that:

I have reviewed this Annual Report on Form 10-K of IonQ, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in exchange act rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2024

/s/ Thomas Kramer

Thomas Kramer

Chief Financial Officer

(Principal Financial and Accounting Officer)

This ‘10-K’ Filing

Date

Other Filings

Filed on:

2/28/24

8-K

For Period end:

12/31/23

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 IonQ, Inc. S-8 2/29/24 4:83K Donnelley … Solutions/FA

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/23 IonQ, Inc. 10-Q 9/30/23 90:14M Donnelley … Solutions/FA 3/30/23 IonQ, Inc. 10-K 12/31/22 101:10M Donnelley … Solutions/FA 8/15/22 IonQ, Inc. 10-Q 6/30/22 72:7.6M Donnelley … Solutions/FA 5/16/22 IonQ, Inc. 10-Q 3/31/22 72:7.1M Donnelley … Solutions/FA 3/28/22 IonQ, Inc. 10-K 12/31/21 98:10M Donnelley … Solutions/FA 10/04/21 IonQ, Inc. 8-K:1,2,3,4 9/30/21 28:2.9M Donnelley … Solutions/FA 8/11/21 IonQ, Inc. S-4/A 4:5.3M Donnelley … Solutions/FA 8/05/21 IonQ, Inc. S-4/A 8/04/21 9:4.7M Donnelley … Solutions/FA 7/16/21 IonQ, Inc. S-4/A 4:4.8M Donnelley … Solutions/FA 6/17/21 IonQ, Inc. S-4/A 68:8.9M Donnelley … Solutions/FA 3/08/21 IonQ, Inc. 8-K:1,3,7,9 3/07/21 17:20M Donnelley … Solutions/FA 11/17/20 IonQ, Inc. 8-K:1,3,5,811/12/20 11:703K Donnelley … Solutions/FA

IonQ, Inc. – ‘10-K’ for 12/31/23 – ‘EX-31.2’

On: Wednesday, 2/28/24, at 4:10pm ET · For: 12/31/23 · Accession #: 950170-24-22072 · File #: 1-39694

Previous ‘10-K’: ‘10-K’ on 3/30/23 for 12/31/22 · Latest ‘10-K’: This Filing · 13 References:

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

‘EX-31.2’ — Certification — §302 – SOA’02

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing

12 Previous Filings that this Filing References

IonQ, Inc. – ‘10-K’ for 12/31/23 – ‘EX-31.2’

On: Wednesday, 2/28/24, at 4:10pm ET · For: 12/31/23 · Accession #: 950170-24-22072 · File #: 1-39694

Annual Report — Form 10-K — SEA’34Filing Table of Contents

‘EX-31.2’ — Certification — §302 – SOA’02

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing

12 Previous Filings that this Filing References

Annual Report — Form 10-K — SEA’34

Filing Table of Contents