IonQ, Inc. (IONQ) 2021年年度報告「NYSE」.pdf

《IonQ, Inc. (IONQ) 2021年年度報告「NYSE」.pdf》由會員分享，可在線閱讀，更多相關《IonQ, Inc. (IONQ) 2021年年度報告「NYSE」.pdf（138頁珍藏版）》請在三個皮匠報告上搜索。

1、2021AnnualReport?not?across?UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934For the fiscal year ended December 31,2021OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SEC

2、URITIESEXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROMTOCommission File Number 001-38542IONQ,INC.(Exact name of Registrant as specified in its charter)Delaware85-2992192(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)4505 Campus DriveCollege Park,MD

3、 2074020740(Address of principal executive offices)(Zip Code)Registrants telephone number,including area code:(301)298-7997Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,$0.0001 par value per shareWa

4、rrants,each exercisable for one share ofcommon stock for$11.50 per shareIONQWSNew York Stock ExchangeNew York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the Registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities

5、Act.Yes No Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act.Yes No Indicate by check mark whether the Registrant:(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of1934 during the prec

6、eding 12 months(or for such shorter period that the Registrant was required to file such reports),and(2)has been subject tosuch filing requirements for the past 90 days.Yes No Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submit

7、ted pursuant to Rule 405of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the Registrant was required to submitsuch files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated f

8、iler,smaller reporting company,oran emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerginggrowth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting comp

9、any 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 anynew or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark wh

10、ether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm thatprepared or issued its audit report

11、.Indicate by check mark whether the Registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant,based on the closing price of$10.69,per share of the Registrants commo

12、n stock on the New York Stock Exchange on June 30,2021,was$312.7 million.This calculationexcludes shares of the registrants common stock held by current executive officers,directors and stockholders that the registrant has concluded areaffiliates of the registrant.This determination of affiliate sta

13、tus is not a determination for other purposes.The number of shares of registrants common stock outstanding as of March 15,2022 was 197,671,494.DOCUMENTS INCORPORATED BY REFERENCENone.Table of ContentsPagePART IItem 1.Business.1Item 1A.Risk Factors.16Item 1B.Unresolved Staff Comments.50Item 2.Propert

14、ies.50Item 3.Legal Proceedings.50Item 4.Mine Safety Disclosures.50PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases ofEquity Securities.51Item 6.Reserved.51Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations.52

15、Item 7A.Quantitative and Qualitative Disclosures About Market Risk.64Item 8.Financial Statements and Supplementary Data.64Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.65Item 9A.Controls and Procedures.65Item 9B.Other Information.66Item 9C.Disclosure Reg

16、arding Foreign Jurisdictions that Prevent Inspections.66PART IIIItem 10.Directors,Executive Officers and Corporate Governance.67Item 11.Executive Compensation.72Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.78Item 13.Certain Relationships and R

17、elated Transactions,and Director Independence.81Item 14.Principal Accountant Fees and Services.86PART IVItem 15.Exhibit and Financial Statement Schedules.88Item 16.Form 10-K Summary.91In this report,unless otherwise stated or the context otherwise indicates,the terms“IonQ,Inc.,”“the company,”“we,”“u

18、s,”“our”and similar references refer to“IonQ”and our other registered and common law trade names,trademarks and service marks are property of IonQ,Inc.All other trademarks,trade names and service marksappearing in this annual report are the property of their respective owners.Solely for convenience,

19、thetrademarks and trade names in this report may be referred to without theandsymbols,but such referencesshould not be construed as any indicator that their respective owners will not assert their rights thereto.iSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K(this“A

20、nnual Report”)contains statements that may constitute“forward-looking statements”within the meaning of Section 27A of the Securities Act of 1933,as amended(the“Securities Act”)and Section 21E of the Securities Exchange Act of 1934,as amended(the“Exchange Act”)thatinvolve substantial risks and uncert

21、ainties.All statements contained in this Annual Report other than statementsof historical fact,including statements regarding our future results of operations and financial position,ourbusiness strategy and plans,and our objectives for future operations,are forward-looking statements.The words“belie

22、ves,”“expects,”“intends,”“estimates,”“projects,”“anticipates,”“will,”“plan,”“may,”“should,”orsimilar language are intended to identify forward-looking statements.These forward-looking statements includestatements concerning the following:our financial and business performance,including financial pro

23、jections and business metrics;changes in our strategy,future operations,financial position,estimated revenues and losses,projectedcosts,prospects and plans;the implementation,market acceptance and success of our business model and growth strategy;our expectations and forecasts with respect to market

24、 opportunity and market growth;the ability of our products and services to meet customerscompliance and regulatory needs;our ability to attract and retain qualified employees and management;our ability to adapt to changes in consumer preferences,perception and spending habits and developand expand o

25、ur product offerings and gain market acceptance of our products,including in newgeographies;our ability to develop and maintain our brand and reputation;developments and projections relating to our competitors and industry;our expectations regarding our ability to obtain and maintain intellectual pr

26、operty protection and notinfringe on the rights of others;the impact of health epidemics,including the COVID-19 pandemic,or geopolitical tensions,such asRussias recent incursion into Ukraine,on our business and the actions we may take in responsethereto;the impact of the COVID-19 pandemic on custome

27、r demands for cloud services;expectations regarding the time during which we will be an emerging growth company under theJumpstart Our Business Startups Act of 2012(the“JOBS Act”);the volatility in the global economy and the credit and financials markets,including market disruptionsand significant i

28、nflation and interest rate fluctuations;our future capital requirements and sources and uses of cash;our ability to obtain funding for our operations and future growth;andour business,expansion plans and opportunities.You should not rely on forward-looking statements as predictions of future events.

29、We have based the forward-looking statements contained in this Annual Report primarily on our current expectations and projections aboutfuture events and trends that we believe may affect our business,financial condition and operating results.Theoutcome of the events described in these forward-looki

30、ng statements is subject to risks,uncertainties and otherfactors described in the section titled“Risk Factors”and elsewhere in this Annual Report.A summary of selectedrisks associated with our business are set forth below.Moreover,we operate in a very competitive and rapidlyiichanging environment.Ne

31、w risks and uncertainties emerge from time to time,and it is not possible for us topredict all risks and uncertainties that could have an impact on the forward-looking statements contained in thisAnnual Report.The results,events and circumstances reflected in the forward-looking statements may not b

32、eachieved or occur,and actual results,events or circumstances could differ materially from those described in theforward-looking statements.In addition,statements that“we believe”and similar statements reflect our beliefs and opinions on the relevantsubject.These statements are based on information

33、available to us as of the date of this Annual Report.Andwhile we believe that information provides a reasonable basis for these statements,that information may belimited or incomplete.Our statements should not be read to indicate that we have conducted an exhaustiveinquiry into,or review of,all rele

34、vant information.These statements are inherently uncertain,and investors arecautioned not to unduly rely on these statements.The forward-looking statements made in this Annual Report relate only to events as of the date on which thestatements are made.We undertake no obligation to update any forward

35、-looking statements made in this AnnualReport to reflect events or circumstances after the date of this Annual Report or to reflect new information or theoccurrence of unanticipated events,except as required by law.We may not actually achieve the plans,intentionsor expectations disclosed in our forw

36、ard-looking statements,and you should not place undue reliance on ourforward-looking statements.Our forward-looking statements do not reflect the potential impact of any futureacquisitions,mergers,dispositions,joint ventures or investments.iiiPART IItem 1.Business.OverviewWe are developing quantum c

37、omputers designed to solve the worlds most complex problems,andtransform business,society and the planet for the better.We believe that our proprietary technology,itsarchitecture and the technology exclusively available to us through license agreements will offer us advantagesboth in terms of resear

38、ch and development,as well as the commercial value of our intended product offerings.Today,we sell access to several quantum computers of various qubit capacities and are in the process ofresearching and developing technologies for quantum computers with increasing computational capabilities.Wecurre

39、ntly make access to our quantum computers available via three major cloud platforms,Amazon WebServices(“AWS”)Amazon Braket,Microsofts Azure Quantum and Googles Cloud Marketplace,and also toselect customers via our own cloud service.This cloud-based approach enables the broad availability of quantumc

40、omputing as a service(“QCaaS”).We are is still in the early stages of commercial growth.Since our inception,we have incurred significantoperating losses.Our ability to generate revenue sufficient to achieve profitability will depend heavily on thesuccessful development and further commercialization

41、of our quantum computing systems.Our net losses were$106.2 million and$15.4 million for the years ended December 31,2021 and 2020,respectively,and we expectto continue to incur significant losses for the foreseeable future.As of December 31,2021,we had anaccumulated deficit of$145.8 million.We expec

42、t that trend to continue for the next few years as we prioritizereaching the technical milestones necessary to achieve an increasingly higher number of stable qubits and higherlevels of fidelity than that which presently existsprerequisites for quantum computing to reach broad quantumadvantage.The Q

43、uantum OpportunityThroughout human history,technological breakthroughs have dramatically transformed society and alteredthe trajectory of economic productivity.In the 19thcentury,it was the industrial revolution,powered by thescientific advances that brought us steam-powered machines,electricity,and

44、 advanced medicine.Thesetechnologies drastically improved human productivity and lengthened life expectancy.In the 20thcentury,computingarguably the greatest of all human inventionsleveraged humanintelligence to run complex calculations,paving the way for profound advances in virtually every realm o

45、fhuman experience,including information processing,communication,energy,transportation,biotechnology,lifesciences,agriculture and industry.Since classical computing emerged in the mid-twentieth century,there has been exponential progress incomputer design,with processing power roughly doubling every

46、 few years(Moores law).The true economicand social impact of computing is difficult to measure because it has so thoroughly permeated every aspect oflife,altering the trajectory of society.However,as transformative as computing has been,many classes of problems strain the ability of classicalcompute

47、rs,and some will never be solvable with classical computing.In this traditional binary approach tocomputing,information is stored in bits that are represented logically by either a 0(off)or a 1(on).Quantumcomputing uses information in a fundamentally different way than classical computing.Quantum co

48、mputers arebased on quantum bits(qubits),a fundamental unit that can exist in both states 0 and 1 simultaneously(superposition).As a result,we believe that quantum computers can address a set of hard problems classicalcomputing may never solve.The types of problems that currently defeat classical co

49、mputing include:thesimulation of quantum systems(e.g.,in materials science or pharmaceuticals);number factoring for decryption;1and complex optimization problems.Many of these problems are fundamental,involving societys most pressingneeds,such as how to live sustainably on our planet,how to cure dis

50、eases,and how to efficiently move peopleand goods.Classical computers cannot solve these problems because the calculations would take far too long(i.e.,millions to trillions of years)or because the problems involve quantum systems that are far too complex tobe represented on a classical computer,eve

51、n if their remarkable pace of development were to continueindefinitely.While these problems are not solvable by todays quantum computers,we believe that a quantumcomputer currently offers the best possibility for computational power that could be used to solve them.The future success of quantum comp

52、uting will be based on the development of a computer with asubstantially higher number of qubits than our current computers.We believe that we will find solutions to thesechallenges and that our proprietary technology and architecture and the technology exclusively available to usthrough exclusive l

53、icense agreements will offer advantages both in terms of research and development as well asthe ultimate product we wish to offer customers.There are certainly thousands,if not millions,of important and fundamental unanswered questions abouthow the universe works and opportunities associated with th

54、e answers to those questions.We envision a futurepowered by quantum computing and believe the 21stcentury is poised to be the dawn of this era.Our StrategyOur mission is to be the leading quantum computing company enabling the new era of quantum computing.We intend to fulfill our mission by:Leveragi

55、ng Our Technology.We believe that our technology offers substantial technologicaladvantages compared to other competing quantum computing systems.We intend to build upon ourtechnological lead by leveraging our world-class team of leaders and engineers who are pioneers inquantum computing,with proven

56、 track records in innovation and technical leadership.To date,wehave developed and assembled six generations of quantum computer prototypes and systems,haveconstructed quantum operating systems and software tools,and have worked with leading cloudvendors,quantum programming languages and quantum sof

57、tware development kits.Offering QCaaS.We intend to provide QCaaS,complemented by access to quantum experts andalgorithm development capabilities.We plan to manufacture,own and operate quantum computers,with compute units offered on a usage basis.Our quantum computing solution is currently deliveredv

58、ia AWS Amazon Braket,Microsofts Azure Quantum and Googles Cloud Marketplace.We believethat by offering QCaaS,we can accelerate the adoption of our quantum computing solutions,whileefficiently promoting quantum computing across our partner ecosystems.Selling Direct Access to Quantum Computers.We inte

59、nd to sell direct access to the quantumcomputers we manufacture,with units offered on a whole system or usage basis.We believe that byoffering direct access to quantum computing,we can assist select customers in deepening theirapplication of quantum solutions.Continuing to Enhance Our Proprietary Po

60、sition.We have exclusively licensed our core technologyfrom the University of Maryland and Duke University,and our complex technology is protected by anextensive patent portfolio.We intend to continue to drive innovation in quantum computing and seekintellectual property protection where appropriate

61、 to enhance our proprietary technology position.Further Developing Our Quantum Computing Partner Ecosystem.We believe our relationships withleading technology enterprises and university research institutes will accelerate innovation,distributionand monetization of our quantum capabilities.Market Opp

62、ortunity:A Future Driven by Quantum ComputingThe potential uses for quantum applications are widespread and address a number of problems that would beimpossible to solve using classical computing technology.According to a 2020 report from P&S Intelligence,the2total addressable market of quantum comp

63、uting is expected to be approximately$65 billion by 2030.Below are afew of the use cases in which we believe quantum computers,if they are successfully developed,will become animportant tool for businesses to remain competitive in the market over the coming years.Quantum Simulations in ChemistryWe b

64、elieve that there are thousands of problems that could benefit from these quantum algorithms acrossthe pharmaceutical,chemical,energy and materials industries.An example of such a simulation problem ismodeling the core molecule in the nitrogen fixation process to make fertilizer.Nature is able to fi

65、xate nitrogen(i.e.,turn atmospheric nitrogen into more useful ammonia)at room temperature.Scientists,however,have onlybeen able to achieve fixation using a resource-intensive,high-temperature,high-pressure process,called theHaber-Bosch process.A cornerstone of the global agriculture industry,the Hab

66、er-Bosch process consumes aboutone percent of the worlds energy and produces about one percent of the worlds carbon dioxide.Agronomistshave attempted to model the core molecule in natures nitrogen fixation process,but the molecule is too large fortodays classical supercomputers to simulate.Understan

67、ding the quantum process used in nature to fixatenitrogen could lead directly to more efficient ways for scientists to do the same.Quantum chemistry simulation is expected to impact multiple markets and become an essential tool inchemical industries.For example,computer-aided drug discovery in the p

68、harmaceutical industry is limited by thecomputing time and resources required to simulate a large enough chemical system with sufficient accuracy to beuseful.If future generations of more powerful quantum computers are successfully developed,we believe that wecould improve the speed and accuracy of

69、virtual high-throughput screening and improve the molecular dockingpredictions used in structure-based drug discovery,dramatically reducing the development cost of new drugs andreducing the time to market.Quantum Algorithms for Monte Carlo SimulationsMonte Carlo simulations are probability simulatio

70、ns used to calculate the expected distribution of possibleoutcomes in hard-to-predict processes involving random variables.Such simulations are used pervasively infinance,banking,logistics,economics,engineering and applied sciences.A key parameter of Monte Carlosimulations is the degree of accuracy

71、desired to attain with the result.To obtain 99.9%accuracy,a classicalcomputer requires around one million simulations.Quantum algorithms,however,can achieve the same accuracyusing only one thousand simulations,thereby significantly reducing the time it takes to perform Monte Carlosimulations.This is

72、 especially important when running these simulations is expensive.One application of the quantum Monte Carlo algorithm is to price options for the financial industry.Simpleoptions models are used ubiquitously in finance,the most famous of these being the Black-Scholes model.However,these models fail

73、 to capture the complexities of real markets,and financiers use more sophisticatedsimulations to obtain better model predictions.Currently,many of these models are limited by the number ofsimulations required to reach the desired accuracy within a fixed time budget.Quantum algorithms for MonteCarlo

74、simulations could give some financial firms a competitive advantage by enabling them to price optionsmore quickly.Quantum Algorithms for OptimizationOptimization problems have enormous economic significance in many industries,and they often cannot besolved with classical computers due to their daunt

75、ing complexity.Quantum algorithms are naturally suited forproblems in which an exponential number of possibilities must be considered before an optimized output can beidentified.It is widely believed that quantum computers will be able to arrive at a better approximateoptimization solution than clas

76、sical computers can,and with reduced computational cost and time.One methodof quantum optimization is a hybrid method called the Quantum Approximate Optimization Algorithm,in whichlayers of quantum computations are executed within circuit parameters optimized using classical high-3performance comput

77、ers.Because optimization issues bedevil so many complicated processes in industriesranging from logistics to pharmaceutical drug design to climate modeling,the application of quantum algorithmsto optimization problems could have far-reaching impacts on society.Quantum Machine LearningQuantum compute

78、rs can generate probability distributions that cannot be efficiently simulated on a classicalcomputer.Similarly,there are probability distributions that can only be efficiently distinguished from each otherusing a quantum computer.In other words,quantum computers can“learn”things that are beyond the

79、capabilities of classical computers.Quantum computing is likely to offer new machine-learning modalities,greatly improving existing classical machine learning when used in tandem with it.Examples of areas wherequantum machine learning could have an impact are risk analysis in finance,natural languag

80、e processing,andclassification of multivariate chemical data.Machine learning is used broadly in industry today,and we believequantum machine learning could have a similarly broad impact.As with any completely new technology,the use cases imagined by us today are only a subset of theopportunities th

81、at will emerge if future generations of more powerful quantum computers are successfullydeveloped,as users understand the power of quantum algorithms.Remaining Challenges in Quantum Computing EvolutionOne can compare any particular quantum algorithms performance to the best classical algorithm for t

82、hesame problem.The point at which a quantum computer is able to perform a particular computation that exceedsits classical counterpart in speed or reduces its cost to solution is known as the point of“quantum advantage.”Given the substantial research and development required to build a modern quantu

83、m computer that is bothfunctional and practical,industry experts describe the remaining challenges in quantum computing to achievequantum advantage as being solved in three phases.Although none of these challenges have yet been fullysolved,we believe that we are well positioned to do so.A 2019 publi

84、cly available report by a leading third-partyconsulting firm describes these phasesand the associated technical barriersas paraphrased below:Noisy and intermediate-scale quantum(NISQ)computers:The earliest stage of development will seecomponent demonstrations and intermediate-scale system developmen

85、t with limited commercialapplication.The main technical barrier involves the mitigation of errors through improved fabricationand engineering of underlying qubit devices and advanced control techniques for the qubits.Thesedevices are used for developing and validating fundamentally new quantum appro

86、aches to tacklingdifficult problems,but are not expected to generate substantial commercial revenues.Broad quantum advantage:In this stage,quantum computers are expected to provide an advantageover classical computers with a meaningful commercial impact.The main technical barrier is thedeployment of

87、 quantum error-correcting codes that allow bigger applications to be executed.If thisbarrier can be overcome,we believe that quantum computing will offer practical solutions tomeaningful problems superior to those provided by classical computers.Full-scale fault tolerance:This last stage will see la

88、rge modular quantum computers with enoughpower to tackle a wide array of commercial applications relevant to many sectors of the economy.Atthis stage,classical computers are expected to no longer compete with quantum computers in manyfields.The technical barrier will be the adoption of a modular qua

89、ntum computer architecture thatallows the scalable manufacturing of large quantum computer systems.Building a Quantum ComputerRequirements for Building Useful Quantum ComputersQuantum computers are difficult to build and operate because the physical system of qubits must be nearlyperfectly isolated

90、from its environment to faithfully store quantum information.Yet the system must also be4precisely controlled through the application of quantum gate operations,and it must ultimately be measured withhigh accuracy.A practical quantum computer requires well-isolated,near-perfect qubits that are cheap

91、,replicable,and scalable,along with the ability to initialize,control,and measure their states.Breakthroughs inphysics,engineering,and classical computing were prerequisites for building a quantum computer,which is whyfor many decades the task was,and in some cases remains,beyond the limits of avail

92、able technology.To execute computational tasks,a quantum computer must be able to(i)initialize and store quantuminformation in qubits,(ii)operate quantum gates to modify information stored in qubits and(iii)outputmeasurable results.Each of these steps must be accomplished with sufficiently low error

93、 rates to produce reliableresults.Moreover,to be practical,a quantum computer must be economical in cost and scalable in computepower(i.e.,the number of qubits and the number of gate operations)to handle real world problems.The development of large-scale quantum computing systems is still in early s

94、tages,and several potentialengineering architectures for how to build a quantum computer have emerged.We are developing quantumcomputers based on individual atoms as the core qubit technology,which we believe has key advantages inscaling.The ability to produce cheap error-corrected qubits at scale i

95、n a modular architecture is one of the keydifferentiators of our approach.Today,we have achieved many engineering firsts in this field and we believethat,with our focus on achieving additional technical milestones over the next few years,we are well positionedto bring quantum computing advantage to

96、the commercial market.Scientific Approaches to Quantum ComputingThere are a variety of different approaches to(or architectures for)building a quantum computer,each ofwhich involves tradeoffs in meeting the three functional and practical requirements outlined above.Roughly,approaches to performing a

97、 quantum computation fall into one of three categories:natural quantum bits,solidstate or classical computer simulation.Natural quantum bits:In natural qubit-based quantum computers,a system is built around naturally-occurringsubstrates exhibiting quantum properties.Atoms:In atomic-based quantum com

98、puters,the qubits are represented by internal states of individualatoms trapped and isolated in a vacuum.There are two categories within this approach:the use ofionized(charged)atoms and the use of neutral atoms.Photons:In this approach,the state of a photon,a particle of light,is used as the qubit.

99、Various aspectsof a photon,such as presence/absence,polarization,frequency(color)or its temporal location can beused to represent a qubit.Solid state:In solid-state-based quantum computers,the qubits are engineered into the system.Spins in semiconductors:This approach uses the spins of individual el

100、ectrons or atomic nuclei in asemiconductor matrix.There are two categories within this approach:(1)the use of electrons trapped inquantum dot structures fabricated by lithographic techniques and(2)the use of atomic defects(ordopants)that capture single electrons.The nuclear spin of the dopant atoms,

101、or the nearby atoms todefects,are often used to store qubits.Superconducting circuits:This approach uses circuits fabricated using superconducting material thatfeatures quantum phenomena at cryogenic temperatures.Two states of the circuit,either charge statesor states of circulating current,are used

102、 as the qubit.Classical computer simulation:Classical computers in a data center can be used to simulate quantum computers.Although useful for small-scale quantum experiments,quantum simulation on classical computers is still boundby the same limitations of classical computing and would require an i

103、mpractical number of data centers to tacklemeaningful quantum problems.5Our Technology ApproachOur Approach to Quantum Computing:Trapped IonsWe have adopted the atom-based approach described above and use trapped atomic ions as the foundationalqubits to construct practical quantum computers.We are p

104、ursuing a modular computing architecture to scale theirquantum computers,meaning that,if successful,individual quantum processing units will be connected to formincreasingly powerful systems.We believe that the ion trap approach offers the following advantages over otherapproaches:Atomic qubits are

105、natures qubits:Using atoms as qubits means that every qubit is exactly identical andperfectly quantum.This is why atomic qubits are used in the atomic clocks that do the precisetimekeeping for mankind.Many other quantum systems rely upon fabricated qubits,which bring aboutimprecisions such that no s

106、ingle qubit is exactly the same as any other qubit in the system.Forexample,every superconducting qubit comes with a different frequency(or must be tuned to afrequency)due to manufacturing imprecision.Overall,we believe that systems relying upon fabricationof their qubits are more susceptible to err

107、or.Trapped ion qubits are well-isolated from environmental influences:When a quantum system interactswith its environment,the quantum state loses coherence and is no longer useful for computing.Forexample,in a superconducting qubit,the qubit tends to lose its coherence within approximately 10 to50 m

108、icroseconds.Even neutral atoms are perturbed to some extent when they are trapped in space.Incontrast,trapped ion qubits are confined via electric fields in an ultra-high vacuum environment,andtheir internal qubits are hence perfectly isolated.As a result,the coherence of trapped ions can bepreserve

109、d for about an hour,and may be able to be preserved for longer if isolation technologyimproves.Longer coherence times mean more computations can be performed before noiseoverwhelms the quantum calculation and are key to minimizing the overhead of error correctionneeded for large-scale quantum comput

110、ers.Lower overhead for quantum error-correction.Quantum error-correction will likely be necessary toreduce the operational errors in any large-scale quantum computations relevant to commercialproblems.Quantum error-correction uses multiple physical qubits to create an error-corrected qubitwith lower

111、 levels of operational errors.For solid-state architectures,we estimate that it may take atleast 1,000 physical qubits to form a single error-corrected qubit,while for near-term applications withion traps the ratio is closer to 16:1.Trapped ion quantum computers can run at room temperature:Solid-sta

112、te qubits currently requiretemperatures close to absolute zero(i.e.,-273.15 C,or-459.67 F)to minimize external interferenceand noise levels.Maintaining the correct temperature requires the use of large and expensive dilutionrefrigerators,which can hamper a systems long-term scalability because the c

113、ooling space,and hencethe system space,is limited.Trapped ion systems,on the other hand,can operate at room temperature.This is because the qubits themselves are not in thermal contact with the environment,as they areelectromagnetically confined in free space inside a vacuum chamber.The laser-coolin

114、g of the qubitsthemselves is extremely efficient because the atomic ions have very little mass and this requires just asingle low-power laser beam(microwatts).This allows us to minimize the system size as technologyprogresses,while scaling the compute power and simultaneously reducing costs.All-to-a

115、ll connectivity:In superconducting and other solid-state architectures,individual qubits areconnected via physical wires,hence a particular qubit can only communicate with a further-removedqubit by going through the qubits that lie in-between.In the trapped ion approach,however,qubits areconnected b

116、y electrostatic repulsion rather than through physical wires.As a result,qubits in ourexisting systems can directly interact with any other qubit in the system.Our modular architecturebenefits from this flexible connectivity,significantly reducing the complexity of implementing a givenquantum circui

117、t.Ion traps require no novel manufacturing capabilities:Ion trap chips consist of electrodes and theirelectrical connections,which are built using existing technologies.The trap chips themselves are not6quantum materials.They simply provide the conditions for the ion qubits to be trapped in space,an

118、d intheir current state,they can be fabricated with existing conventional and standard silicon or othermicro-fabrication technologies.By contrast,solid-state qubits,such as superconducting qubits or solid-state silicon spins,require exotic materials and fabrication processes that demand atomic perfe

119、ction inthe structures of the qubits and their surroundings;fabrication with this level of precision is anunsolved challenge.Technological Complexity Creates Significant Barriers to EntryAlongside the benefits of the trapped ion approach,there are several challenges inherent in it that serve asbarri

120、ers-to-entry,strengthening the advantages of our systems.These key challenges include:Complex laser systems:One of the challenges of trapped ion quantum computing is the set of lasersrequired and the degree to which they must be stable to operate the system.Traditionally,these lasersystems were asse

121、mbled on an optical table on a component-by-component basis,which led to seriousstability and reliability issues.We believe that we have resolved this issue from an engineeringstandpoint and that our future roadmap will further improve manufacturability.Ultra-high vacuum(UHV)technology:The conventio

122、nal method to achieve UHV conditions for iontrapping experiments involves using vacuum chamber designs with carefully chosen materials,assembly procedures with cumbersome electrical connections,and a conditioning procedure to prepareand bake the chamber at elevated temperatures for extended periods

123、of time.We have developed newapproaches that we believe will substantially reduce the time and cost to prepare the UHV environmentto operate the quantum computer.Executing high fidelity gates with all-to-all connectivity:While trapped ion qubits feature the highestfidelity entangling gates,it is nev

124、ertheless a major technical challenge to design a control scheme thatenables all qubits in a system to form gates with each other under full software control.Throughinnovation in gate-implementation protocols,we believe that we have developed laser delivery andcontrol systems that will allow us to i

125、mplement fully programmable,fully connected gate schemes inour system.Slow gate speeds:Compared to their solid-state counterparts,trapped ions are widely believed to haveslow gate speeds.While slow gate speeds are the case for many systems in operation today,boththeoretical analyses and experimental

126、 demonstrations suggest this may not be a fundamental limit oftrapped ion qubits(although this has not yet been demonstrated in commercial applications).In fact,high-fidelity gates with speeds comparable to those of solid-state qubits have been realized in severalresearch laboratories.We expect that

127、 our future quantum computers based on barium ions will befaster,more powerful,more easily interconnected,and that feature more uptime for customers.Moreover,we believe that as systems with other qubit technologies scale up,their restrictedconnectivity and high error-correction overhead will signifi

128、cantly slow down their overall computationtime,which we believe will make the trapped ion approach more competitive in terms of operationalspeed.Our Trapped Ion ImplementationThe specific implementation of our trapped ion systems leverages the inherent advantages of the substrateand creates what we

129、believe is a path for building stable,replicable and scalable quantum computers.Trapped Ion InfrastructureOur systems are built on individual atomic ions that serve as the computers qubits.Maintaining identical,replicable,and cost-effective qubits is critical to our potential competitive advantage,a

130、nd we have developed aprocess to produce,confine and manipulate atomic ion qubits.7To create trapped atomic ion qubits using our approach,a solid source containing the element of interest iseither evaporated or laser-ablated to create a vapor of atoms.Laser light is then used to strip one electronse

131、lectively from each of only those atoms of a particular isotope,creating an electrically charged ion.Ions arethen confined in a specific configuration of electromagnetic fields created by the trapping structure(i.e.,the iontrap),to which their motion is confined due to their charge.The trapping is d

132、one in an UHV chamber to keep theions well-isolated from the environment.Isolating and loading a specific isotope of a specific atomic speciesensures each qubit in the system is identical.Two internal electronic states of the atom are selected to serve asthe qubit for each ion.The two atomic states

133、have enough frequency separation that the qubit is easy to measurethrough fluorescence detection when an appropriate laser beam is applied.To build quantum computers,many atomic ions are held in a single trap,and the repulsion from theircharges naturally forces them into a stable linear crystal(or c

134、hain)of qubits.The qubits are highly isolated in theUHV chamber,only perturbed by occasional collisions with residual molecules in the chamber,which providesnear-perfect quantum memory that lasts much longer than most currently envisioned quantum computing tasksrequire.The qubits are initialized and

135、 measured through a system of external gated laser beams.An additional setof gated laser beams applies a force to selected ions and modulates the electrical repulsion between the ions.Thisprocess allows the creation of quantum logic gates between any pair of qubits,regardless of their distance withi

136、nthe crystal,which can be arbitrarily reconfigured in software.System Modularity and ScalabilityToday,all qubits in our systems are stored on a single chip,referred to as a quantum processing unit(“QPU”).QPUs can have several cores,or zones for trapping chains of ions,comparable to multicore central

137、processing unit(“CPU”)chips in classical computing.Each core can contain up to about 100 qubits in a linearcrystal,and dozens of cores can potentially be co-located in a single QPU.Within a QPU,some qubits can bephysically moved between cores to accommodate quantum communication between the cores.Th

138、is process ofmoving ions within a QPU is called“shuttling”and is achieved by modifying the electromagnetic fields thatform the trap.In addition to increasing the number of qubits per QPU,we believe we have identified,and we are currentlydeveloping,the technology needed to connect qubits between trap

139、ped ion QPUs,which may be commerciallyviable in the future.This technology,known as a photonic interconnect,uses light particles to communicatebetween qubits while keeping information stored stably on either end of the interconnect.The basic protocol forthis photonic interconnect between ion traps i

140、n two different vacuum chambers was first realized by ourco-founder Christopher Monroes research team in 2007.We believe this protocol can be combined withall-optical switching technology to enable multi-QPU quantum computers at large scale.We have deep expertisein photonics;while at Bell Labs,co-fo

141、under Jungsang Kim led a team to build the worlds largest optical switch.Photonic interconnects are designed to allow our systems to compute with entangled qubits spanning multipleQPUs,which we believe can open up the possibility of scaling quantum computers indefinitely,similar to howhigh-performan

142、ce computers and data centers have been scaled.Our quantum architecture is modular,meaning that if development of this architecture is successful,thenumber of qubits in a QPU,or the number of QPUs in a system,could be adjusted.Also,by allowing for eachqubit in a system to entangle with any other qub

143、it in that system,we believe that a systems number of quantumgates could increase rapidly with each additional qubit added.This all-to-all connectivity is one of the keyreasons we believe our systems will be computationally powerful.Gate ConfigurationOur qubits are manipulated(for initialization,det

144、ection,and forming quantum logic gates)by shiningspecific laser beams onto the trapped ions.Our systems employ a set of lasers and a sophisticated optical systemto deliver beams precisely tailored to achieve this manipulation.The laser beams are tailored by programming8radio frequency(“RF”)signals u

145、sing state-of-the-art digital chipsets,which are custom-configured to generatethe signals for qubit manipulation.An operating system manages the quantum computer,maintaining the systemin operation.It includes software toolsets for converting quantum programs from users into a set of instructionsthe

146、computer hardware can execute to yield the desired computational results.To support system access from thecloud,we offer cloud management tools and application programming interfaces(“APIs”)that permitprogramming jobs to run remotely.Our quantum gates are fully programmable in software;there is no“h

147、ard-wiring”of qubit connections in thequantum computing hardware.The structure of a quantum circuit or algorithm can therefore be optimized insoftware,and the appropriate laser beams can then be generated,switched,or modulated to execute any patternof gate interactions.Our programmable gate configur

148、ations make our systems adaptable.Unlike quantumcomputer systems that are limited to a single class of problems due to their architecture,we believe that anycomputational problem with arbitrary internal algorithmic structure could be optimized to run on our system(although this has not been demonstr

149、ated at scale).Quantum Error CorrectionA key milestone in building larger quantum computers is achieving fault-tolerant quantum error-correction.In quantum error-correction,individual physical qubits prone to errors are combined to form an error-correctedqubit(sometimes referred to as a logical qubi

150、t)with a much lower error rate.Determining how many physicalqubits are needed to form a more reliable logical qubit(the resource“overhead”)depends on both the error rateof the physical qubits and the specific error-correcting codes used.In 2020,our co-founder Dr.Monroesresearch team at the Universit

151、y of Maryland demonstrated the first error-corrected qubit using 13 trapped ionqubits.With our unique architecture,we believe quantum error-correction can be completely coded in software,allowing varying levels and depths of quantum error-correction to be deployed as needed.Because the ion qubitsfea

152、ture very low idle and native error rates and are highly connected,we expect the error-correction overhead tobe about 16:1 to achieve the first useful quantum applications.This contrasts with other approaches,for whichwe estimate the overhead to be in the range of 1,000:1 to 100,000:1.We believe our

153、 architectural decisions will make our systems uniquely capable of achieving scale.We havepublished a roadmap for scaling to larger quantum computing systems,with concrete technological innovationsdesigned to significantly shrink the physical size of the systems and their cost per qubit.For example,

154、werecently announced that through our partnership with the U.S.Department of Energys Pacific NorthwestNational Laboratory(“PNNL”),we were able to shrink the barium source material down to a microscopic scale.We believe this is significant because it will allow us to reduce the size of core system co

155、mponents,an importantstep in the creation of quantum computers small enough to be networked together.However,meeting futuremilestones included in our roadmap is not guaranteed and is dependent on various technological advancements,which could take longer than expected to realize or turn out to be im

156、possible to achieve.We believe that,withengineering advancements and firsts yet to be achieved,our quantum computers will become increasinglycompact and transportable,opening up future applications of quantum computing at the edge.Our Forward-Looking RoadmapIn December 2020,we publicly released a fo

157、rward-looking technical roadmap for the next eight years.Ourtechnical roadmap was designed to provide transparent guidance to our quantum computer users regarding whenwe expect certain quantum computing capabilities to become available.As part of this roadmap,we introducedthe notion of“algorithmic q

158、ubits”as a metric to measure progress.The number of algorithmic qubits(#AQ)represents the total number of qubits that can be used to perform a quantum computational task that involves oforder(#AQ)2entangling gate operations.This metric provides a simple and effective measure to estimate thecomputati

159、onal power of each generation of quantum computers.At low#AQ,the size of the problem thequantum computer can tackle is limited by the error rate of the entangling gate operations,rather than by thenumber of physical qubits available in the computer.The aggressive push for improving the power of quan

160、tum9computers,including the early introduction of quantum error-correction,is intended to significantly compress thetime required for reaching the point when we expect quantum computers may become commercially impactful atscale.We believe that many of the technological components needed to accomplis

161、h the performance goals of theroadmap,such as high-fidelity gate operations,photonic interconnects and quantum error-correction,have beenrealized in proof-of-concept demonstrations in trapped ion systems.Given our track record of engineering andtechnology development,we believe that,over time,we wil

162、l be able to successfully translate these technologycomponents into products,which may enable successful deployment of our quantum computers and delivermaterial commercial value to customers.Our Modular Architecture is Designed to Scale with Smaller,Cheaper Systems for Each GenerationThe scaling of

163、classical computer technology,which unlocked continuously growing markets over manydecades,was driven by exponential growth in computational power coupled with exponential reduction in thecost of computational power for each generation(Moores law).The key economic driver permitting theexpansion of d

164、igital computer applications to new segments of the market was this very phenomenon ofcapability doubling in each generation with costs rising only modestly.We believe the scaling of quantumcomputing may follow a similar trajectory:if the#AQ available in each generation scales dramatically,theper-AQ

165、 cost would need to be reduced exponentially to enable true scaling of quantum computers.Our systemshave benefitted from years of architectural focus on scalability that addresses both#AQ and per-AQ cost and,assuch,we believe that if we are able to successfully solve remaining scalability challenges

166、,these systems maybecome increasingly powerful and accessible in tandem.At the heart of our approach is the modular architecture that may enable such growth.We expect our futuresystems to be modular networks of many QPUs working together as a large quantum computer,similar to howclassical data cente

167、rs are designed,constructed and operated today.Our engineering effort is focused on reducingthe size,weight,cost and power consumption of the QPUs that will be the center of each generation of themodular quantum computer,while increasing the number of QPUs manufactured each year.We intend to focuson

168、 achieving these engineering efforts over the next several years.If successful,we expect that we may be able toachieve compact,lightweight and reliable quantum computers,which can be deployed at the edge,similarly tohow personal computers have enabled new applications for both government and commerc

169、ial use.Our Business ModelQuantum Computing and the Software-as-a-Service ModelAs quantum hardware matures,we expect the quantum computing industry to increasingly focus onpractical applications for real-world problems,known as quantum algorithms.Today,we believe that there are alarge number of quan

170、tum algorithms widely thought to offer advantages over classical algorithms in that each ofthese algorithms can solve a problem more efficiently,or in a different manner,than a classical algorithm.Ourbusiness model is premised on the belief that businesses with access to quantum computers will likel

171、y have acompetitive advantage in the future.We envision providing QCaaS,complemented by access to quantum experts and algorithm developmentcapabilities,to solve the most challenging issues facing corporations,governments and other large-scale entitiestoday.We intend to manufacture,own and operate qu

172、antum computers,with compute units being offered topotential customers on a QCaaS basis.We expect our target markets to experience two stages of quantum algorithm deployment:the developmentstage and the application stage.We expect our involvement in these two stages,to the extent they will take plac

173、e,to be as follows:During the development stage,our experts will assist customers in developing an algorithm to solvetheir business challenges.Customers may be expected to pay for quantum compute usage,in addition10to an incremental amount for the consulting and development services provided in the

174、creation ofalgorithms.We may choose to sell this computing time to customers in a variety of ways.In this stage,we expect revenue to be unevenly distributed,with individual customers potentially contributing topeaks in bookings.During the application stage,once an algorithm is fully developed for a

175、market,we anticipate thatcustomers would be charged to run the algorithm on our hardware.Given the mission critical nature ofthe use cases we anticipate quantum computing will attract,we believe a usage-based revenue modelwill result in a steady stream of revenue while providing the incremental abil

176、ity to grow with customersas their algorithm complexity and inputs scale.Our Customer JourneyIn each new market that stands to benefit from quantum computing,we intend to guide our customers andpartners through two stages:the development phase and the application phase.Development Phase:This first s

177、tage focuses on quantum algorithm development and we expect it to involvedeep partnerships between us and our customers to lay the groundwork for applying quantum solutions to thecustomers industry.We also anticipate uneven revenue for this period given that the quantum computing marketis still nasc

178、ent.We expect the development phase for each market to be characterized by the followinggo-to-market channels:Co-development of quantum applications with strategic partners.We intend to form long-termpartnerships with select industry-leading companies(aligned with our technology roadmap)toco-develop

179、 end-to-end solutions for the partner and to provide an early-adopter advantage to thepartner in their industry.IonQ has announced co-development agreements with Hyundai MotorCompany to pursue solutions for battery chemistry and with GE Research to apply quantum computingto risk management.Preferred

180、 compute agreements with clients.We expect our preferred offerings to give the customersapplication engineers direct access to our cutting-edge quantum systems,as well as technical support topursue their solution development.Cloud access to quantum computing.Our current and future cloud partnerships

181、 with AWSs AmazonBraket,Microsofts Azure Quantum,Googles Cloud Marketplace and other cloud providers are or willbe designed to make access to quantum computing hardware available to a broader community ofquantum programmers.Dedicated hardware.We anticipate manufacturing and selling complete quantum

182、systems fordedicated use by a single customer,to be hosted on premises by the customer or remotely by us.Application Phase:This second phase is expected to commence if we are successful in demonstrating thecommercial viability of quantum advantage in the industry and can therefore commence with deve

183、lopingcommercial applications and applying that advantage broadly throughout the market with new customers.Delivery of a full-scale quantum compute platform.For customers who have worked alongside us inthe development phase to curate deep in-house technical expertise in quantum computing capabilitie

184、sat the time quantum advantage is achieved for the customers application,our preferred computeagreements,cloud offerings,and dedicated hardware sales are expected to offer sufficient quantumcomputational capacity.Packaged solution offerings.When appropriate,we may develop full-stack quantum solution

185、s that canbe provided directly to customers,regardless of their in-house quantum expertise.Accelerated high-impact applications development.We intend to provide opportunities for acceleratedapplications development to customers seeking compressed development timelines to solve theirbiggest problems

186、and drive efficiencies.11We expect the technical complexity of the solutions required for quantum algorithms to address eachapplication area will impact the timing of that markets inflection point and transition from the developmentphase to the application phase.During the NISQ computing era,we expe

187、ct quantum machine learning to be thefirst solution to transition into broadly available applications.Additional markets taking advantage of quantummaterial science research and optimization speed-ups may come online next if broad-scale quantum advantagebecomes accessible.If our quantum computers ac

188、hieve full-scale fault tolerance,a diverse array of industries,ranging from quantum chemistry to deeper optimization,may be able to be transitioned to the application phase.CustomersQCaaSWe sell access to our quantum computing solutions via AWSs Amazon Braket,Microsofts AzureQuantum,and Googles Clou

189、d Marketplace,and directly to select customers via our own cloud service.Makingsystems available through the cloud in both cases enables wide distribution.Through our cloud service providers,potential customers across the world in industry,academia and government can access our quantum hardwarewith

190、just a few clicks.These platforms serve an important purpose in the quantum ecosystem,allowing virtuallyanyone to try our systems without an upfront commitment or needing to integrate with our platform.Direct Access CustomersBy directly integrating with us,customers can reserve dedicated execution w

191、indows,receive concierge-levelapplication development support,gain early access to next-generation hardware,or host their own quantumcomputer.Such access is currently limited to a select group of end-users.We expect our standard offerings will include additional bundled value-add services in exchang

192、e for anannual commitment,such as usage-based access to our cloud platform,reserved system time,consultations withsolution scientists,and other application and integration support.Agreements with the University of Maryland and Duke UniversityExclusive License AgreementIn July 2016,we entered into a

193、license agreement with the University of Maryland and Duke University,which was subsequently amended in September 2017,October 2017,October 2018,February 2021,April 2021and September 2021(as amended,the“License Agreement”),under which it obtained a worldwide,royalty-free,sublicensable license under

194、certain patents,know-how and other intellectual property to develop,manufactureand commercialize products for use in certain licensed fields,the scope of which would include the application ofthe licensed intellectual property in ion trap quantum computing.The License Agreement provides an exclusive

195、license under the universitiesinterest in all patents(and non-exclusive for other types of intellectual property),subject to certain governmental rights and retained rights by the universities and other non-profit institutions touse and practice the licensed patents and technology for internal resea

196、rch and other non-profit purposes.We canadd patents and other intellectual property to the License Agreement through the UMD Option Agreement andDuke Option Agreement(each as defined below).We are obligated to use commercially reasonable efforts to commercialize the inventions covered by thelicensed

197、 patent rights and achieve certain milestones,including the hiring of a Chief Executive Officer,obtainingequity financing by specified times and such other milestones that we may specify in a development planprovided by us to the universities.We have met all existing milestones as provided for in th

198、e License Agreement,have not included any additional milestones in any development plan provided to the universities,and no longerhave any obligation to submit any future development plans to the universities.We are also responsible for theprosecution and maintenance of the licensed patents,at our e

199、xpense and using commercially reasonable efforts.We have the sole right to enforce the licensed patents,at our expense.12We may terminate the License Agreement at any time for any reason with at least 90 dayswritten notice tothe University of Maryland.The University of Maryland and Duke University m

200、ay terminate the LicenseAgreement if we enter into an insolvency-related event or in the event of our material breach of the agreement orother specified obligations therein,in each case,that remains uncured for 90 days after the date that it is providedwith written notice of such breach by either un

201、iversity.In consideration for the rights granted to us under the License Agreement,we issued the University ofMaryland and Duke University shares of our common stock.Pursuant to the University of Maryland policy,Christopher Monroe,our Chief Scientist,may receive renumeration from the University of M

202、aryland relating toany stock we have issued to the University of Maryland.Pursuant to Duke Universitys policy,ChristopherMonroe and Jungsang Kim,our Chief Technology Officer and Director,may receive renumeration from DukeUniversity relating to any stock we have issued to Duke University.Option Agree

203、ment with the University of MarylandIn July 2016,we entered into an option agreement with the University of Maryland,which was subsequentlyamended in February 2021(as amended,the“UMD Option Agreement”),under which we obtained the right toadd the University of Marylands interests in certain intellect

204、ual property to the License Agreement including ifthe intellectual property was developed by Christopher Monroe or by individuals under his supervision and suchintellectual property relates to the field of ion trap quantum information processing devices.We have addedpatents and other intellectual pr

205、operty to the License Agreement pursuant to the UMD Option Agreement.TheUMD Option Agreement provided that in the event of a sale or liquidation of us during the term of theagreement,the University of Maryland could receive additional consideration from such sale or liquidation to theextent that a h

206、older of 0.5%of our common stock would receive more than the University of Maryland wouldotherwise receive based on its then current holdings of our common stock.This provision was not triggered as aresult of our business combination and lapsed at the closing of the business combination in September

207、 2021.Option Agreement with Duke UniversityIn July 2016,we entered into an option agreement with Duke University,which was subsequently amendedin December 2020(as amended,the“Duke Option Agreement”),under which it obtained the right to add DukeUniversitys interests in certain patents or other intell

208、ectual property to the License Agreement,including if theywere developed by Jungsang Kim,Christopher Monroe or Kenneth Brown,a professor at Duke University,or byindividuals under their respective supervision and such patents or intellectual property relates to the field ofquantum information process

209、ing devices.We have added patents and other intellectual property to the LicenseAgreement through the Duke Option Agreement.Pursuant to the terms of the Duke Option Agreement,we issuedDuke University shares of common stock,including shares of common stock issued pursuant to the amendmentof the Duke

210、Option Agreement.The Duke Option Agreement terminates in July 2026.Lease with the University of MarylandIn March 2020,we entered into an amended and restated office lease with the University of Maryland forthe lease of our corporate headquarters and our research and development and manufacturing fac

211、ility.The leaseexpires on December 31,2030.We may terminate the lease with not less than 120 days written notice beginningin year six.Any early termination will result in a termination fee ranging from$2.5 million in year six to$500,000 in year ten,with each year subject to a reduction of$0.5 millio

212、n.Annual base rent starts at$684,472and increases approximately 3.0%each subsequent year.CompetitionThere are many other approaches to quantum computing that use qubit technology besides the trapped ionapproach we are taking.In some cases,conflicting marketing messages from these competitors can lea

213、d to13confusion among our potential customer base.Large technology companies such as Google and IBM,and startupcompanies such as Rigetti Computing,are adopting a superconducting circuit technology approach,in whichsmall amounts of electrical currents circulate in a loop of superconducting material(u

214、sually metal where theelectrical resistance vanishes at low temperatures).The directionality of the current flow,in such an example,canrepresent the two quantum states of a qubit.An advantage of superconducting qubits is that the microfabricationtechnology developed for silicon devices can be levera

215、ged to make the qubits on a chip;however,a disadvantageof superconducting qubits is that they need to be operated in a cryogenic environment at near absolute-zerotemperatures,and it is difficult to scale the cryogenic technology.Compared to the trapped ion approach,thequbits generated via supercondu

216、cting suffer from short coherence times,high error rates,limited connectivity,and higher estimated error-correction overhead(ranging from 1,000:1 to 100,000:1 to realize the error-correctedqubits from physical qubits).There are companies pursuing photonic qubits,such as PsiQuantum and Xanadu,among o

217、thers.PsiQuantum uses photons(i.e.,individual particles of light)as qubits,whereas Xanadu uses a combination ofphotons and a collective state of many photons,known as continuous variable entangled states,as the qubits.Each companys approach leverages silicon photonics technology to fabricate highly

218、integrated on-chip photonicdevices to achieve scaling.The advantages to this approach are that photons are cheap to generate,they canremain coherent depending on the property of the photons used as the qubit,and they integrate well withrecently-developed silicon photonics technology;however,the disa

219、dvantages of photonic qubit approachesinclude the lack of high-quality storage devices for the qubits(photons move at the speed of light)and weak gateinteractions(photons do not interact with one another easily).Both of these problems lead to photon loss duringcomputation.Additionally,this approach

220、requires quantum error correcting protocols with high overhead(10,000:1 or more).Several other companies use a trapped ion quantum computing approach similar to ours,includingQuantinuum Ltd.and Alpine Quantum Technologies GmbH.These companies share the fundamental advantagesof the atomic qubit enjoy

221、ed by our approach.The differences between our technology and that of thesecompanies lies in our processor architecture,system design and implementation and our strategies to scale.Basedon publicly available information,Quantinuum processors operate with the application circuits broken down totwo qu

222、bits at a time,with a bus width of two,and the ion qubits are shuffled between each gate operation.Ourprocessor core involves a wide-bus architecture,where the interaction among a few dozens of atomic ion qubitscan be controlled using programmable laser pulses.This typically allows quantum logic gat

223、es between allpossible pairs of qubits in the processor core without extraneous operations,which will enable us to operate somequantum gates that are not possible on other quantum architectures.We have also demonstrated the ability toshuttle multiple processor cores on the same chip,increasing the p

224、otential qubit capacity of a system.At scale,we believe these architectural features will confer benefits in the speed and efficiency of running algorithms.At ahigher level,our scaling architecture will exploit optical interconnects among multiple QPUs in a way that allowsfull connectivity between a

225、ny pair of qubits across the entire system.The modular scaling of multiple QPUs withphotonic interconnects is unique in our architecture.Lastly,there are alternative approaches to quantum computing being pursued by other private companies aswell as the research departments at major universities or e

226、ducational institutions.To our knowledge,none ofthese alternative approaches has produced a commercial-grade quantum computer.Intellectual PropertyWe protect our intellectual property rights via a combination of patent,trademark and trade secret laws inthe United States and other jurisdictions,as we

227、ll as with contractual protections,to establish,maintain andenforce rights in its proprietary technologies.Unpatented research,development,know-how and engineeringskills make an important contribution to our business.We pursue patent protection only when it is consistent withour overall strategy for

228、 safeguarding intellectual property.14In addition,we seek to protect our intellectual property rights through non-disclosure and inventionassignment agreements with our employees and consultants and through non-disclosure agreements withbusiness partners and other third parties.We have accumulated a

229、 broad patent portfolio,both owned andexclusively licensed,across the range of technological fronts that make up our systems and will continue toprotect our innovative inventions in the United States and other countries.Our patent portfolio is deepest in thearea of devices,methods and algorithms for

230、 controlling and manipulating trapped ions for quantum computing.Our trade secrets primarily cover the design,configuration,operation and testing of its trapped-ion quantumcomputers.As of March 1,2022,we own or license,on an exclusive basis,34 issued U.S.patents and 99 U.S.pendingor allowed patent a

231、pplications,74 foreign patent applications,5 pending U.S.trademark applications,and 7registered U.S.trademarks.Our issued patents expire between 2029 and 2040.Human Capital ManagementOur employees are critical to our success.As of December 31,2021,we had a 97 person-strong team ofquantum hardware an

232、d software developers,engineers,and general and administrative staff.Approximately 62%of our full-time employees are based in the greater Washington,D.C.metropolitan area.We also engage a smallnumber of consultants and contractors to supplement our permanent workforce.A majority of our employees are

233、engaged in research and development and related functions,and more than half of our research and developmentemployees hold advanced engineering and scientific degrees,including many from the worlds top universities.To date,we have not experienced any work stoppages and maintain good working relation

234、ships with ouremployees.None of our employees are subject to a collective bargaining agreement or are represented by a laborunion at this time.Corporate InformationIonQ,formerly known as dMY Technology Group,Inc.III(“dMY”)was incorporated in the state ofDelaware in September 2020 and formed as a spe

235、cial purpose acquisition company.Our wholly ownedsubsidiary,IonQ Quantum,Inc.(formerly known as IonQ,Inc.,and referred to as“Legacy IonQ”herein),wasincorporated in the state of Delaware in September 2015.On March 7,2021,Legacy IonQ entered into an Agreement and Plan of Merger(the“Merger Agreement”),

236、with dMY and Ion Trap Acquisition Inc.,a direct,wholly owned subsidiary of dMY(the“Merger Sub”).Pursuant to the Merger Agreement,on September 30,2021,the Merger Sub was merged with and into LegacyIonQ with Legacy IonQ continuing as the surviving corporation following the Merger,becoming a wholly own

237、edsubsidiary of dMY and the separate corporate existence of the Merger Sub ceased.Commensurate with theclosing of the business combination,dMY changed its name to IonQ,Inc.and Legacy IonQ changed its name toIonQ Quantum,Inc.Our principal executive offices are located at 4505 Campus Drive,College Par

238、k,MD 20740,and ourtelephone number is(301)298-7997.Our corporate website address is .Information contained onor accessible through our website is not a part of this Annual Report,and the inclusion of our website address inthis Annual Report is an inactive textual reference only.Available Information

239、Our website address is .We make available on our website,free of charge,our AnnualReports,our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K and any amendments tothose reports filed or furnished pursuant to Section 13(a)or 15(d)of the Exchange Act,as soon as reasonablypracticable

240、 after we electronically file such material with,or furnish it to,the Securities and Exchange15Commission(the“SEC”).The SEC maintains a website that contains reports,proxy and information statementsand other information regarding our filings at www.sec.gov.The information found on our website is not

241、incorporated by reference into this Annual Report or any other report we file with or furnish to the SEC.Item 1A.Risk Factors.Investing in our securities involves a high degree of risk.Before you make a decision to buy our securities,in addition to the risks and uncertainties described above under“S

242、pecial Note Regarding Forward LookingStatements,”you should carefully consider the risks and uncertainties described below together with all of theother information contained in this Annual Report.If any of the events or developments described below were tooccur,our business,prospects,operating resu

243、lts and financial condition could suffer materially,the tradingprice of our common stock could decline,and you could lose all or part of your investment.The risks anduncertainties described below are not the only ones we face.Additional risks and uncertainties not presentlyknown to us or that we cur

244、rently believe to be immaterial may also adversely affect our business.16Summary Risk FactorsOur business is subject to a number of risks of which you should be aware before making a decision toinvest in our securities.These risks include,among others,the following:We are an early-stage company and

245、have a limited operating history,which makes it difficult toforecast our future results of operations.We have a history of operating losses and expect to incur significant expenses and continuing losses forthe foreseeable future.We may not be able to scale our business quickly enough to meet custome

246、r and market demand,whichcould result in lower profitability or cause us to fail to execute on our business strategies.Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate.Even if the market in which we compete achieves the forecasted growth,our business coul

247、d fail togrow at similar rates,if at all.Our management has limited experience in operating a public company.We have identified a material weakness in our internal control over financial reporting.If we areunable to remediate this material weakness,or if we identify additional material weaknesses in

248、 thefuture or otherwise fail to maintain an effective system of internal control over financial reporting,thismay result in material misstatements of our financial statements or cause us to fail to meet our periodicreporting obligations or cause our access to the capital markets to be impaired.We ma

249、y need additional capital to pursue our business objectives and respond to businessopportunities,challenges or unforeseen circumstances,and we cannot be sure that additional financingwill be available.We have not produced a scalable quantum computer and face significant barriers in our attempts topr

250、oduce quantum computers.If we cannot successfully overcome those barriers,our business will benegatively impacted and could fail.Our 32-qubit system,which is an important milestone for our technical roadmap andcommercialization,is not yet available for customers and may never be available.The quantu

251、m computing industry is competitive on a global scale and we may not be successful incompeting in this industry or establishing and maintaining confidence in our long-term businessprospects among current and future partners and customers.Our business is currently dependent upon our relationship with

252、 our cloud providers.There are noassurances that we will be able to commercialize quantum computers from our relationships with cloudproviders.Even if we are successful in developing quantum computing systems and executing our strategy,competitors in the industry may achieve technological breakthrou

253、ghs which render our quantumcomputing systems obsolete or inferior to other products.We may be unable to reduce the cost per qubit,which may prevent us from pricing our quantumsystems competitively.The quantum computing industry is in its early stages and volatile,and if it does not develop,if itdev

254、elops slower than we expect,if it develops in a manner that does not require use of our quantumcomputing solutions,if it encounters negative publicity or if our solution does not drive commercialengagement,the growth of our business will be harmed.If our computers fail to achieve a broad quantum adv

255、antage,our business,financial condition andfuture prospects may be harmed.17We could suffer disruptions,outages,defects and other performance and quality problems with ourquantum computing systems or with the public cloud and internet infrastructure on which we rely.We may face unknown supply chain

256、issues that could delay the introduction of our product andnegatively impact our business and operating results.If we cannot successfully execute on our strategy,including in response to changing customer needsand new technologies and other market requirements,or achieve our objectives in a timely m

257、anner,ourbusiness,financial condition and results of operations could be harmed.Our products may not achieve market success,but will still require significant costs to develop.We are highly dependent on our co-founders,and our ability to attract and retain senior managementand other key employees,su

258、ch as quantum physicists and other key technical employees,is critical toour success.If we fail to retain talented,highly-qualified senior management,engineers and other keyemployees or attract them when needed,such failure could negatively impact our business.Our future growth and success depend on

259、 our ability to sell effectively to large customers.We may not be able to accurately estimate the future supply and demand for our quantum computers,which could result in a variety of inefficiencies in our business and hinder our ability to generaterevenue.If we fail to accurately predict our manufa

260、cturing requirements,we could incur additionalcosts or experience delays.Our systems depend on the use of a particular isotope of an atomic element that provides qubits for ourion trap technology.If we are unable to procure these isotopically enriched atomic samples,or areunable to do so on a timely

261、 and cost-effective basis,and in sufficient quantities,we may incursignificant costs or delays which could negatively affect our operations and business.If our quantum computing systems are not compatible with some or all industry-standard software andhardware in the future,our business could be har

262、med.If we are unable to maintain our current strategic partnerships or we are unable to develop futurecollaborate partnerships,our future growth and development could be negatively impacted.Our business depends on our customers abilities to find useful quantum algorithms and sufficientquantum resour

263、ces for their business.If they are unable to do so due to the nature of their algorithmicchallenge or other technical or personnel dilemmas,our growth may be negatively impacted.System security and data protection breaches,as well as cyber-attacks,could disrupt our operations,which may damage our re

264、putation and adversely affect our business.Unfavorable conditions in our industry or the global economy,could limit our ability to grow ourbusiness and negatively affect our results of operations.Government actions and regulations,such as tariffs and trade protection measures,may limit our abilityto

265、 obtain products from our suppliers.Our operating and financial results forecast relies in large part upon assumptions and analyses wedeveloped.If these assumptions or analyses prove to be incorrect,our actual operating results may bematerially different from our forecasted results.We have been,and

266、may in the future be,adversely affected by the global COVID-19 pandemic,itsvarious strains or future pandemics.We are subject to requirements relating to environmental and safety regulations and environmentalremediation matters which could adversely affect our business,results of operation and reput

267、ation.Licensing of intellectual property is of critical importance to our business.For example,we licensepatents(some of which are foundational patents)and other intellectual property from the University of18Maryland and Duke University on an exclusive basis.If the license agreement with these unive

268、rsitiesterminates,or if any of the other agreements under which we acquired or licensed,or will acquire orlicense,material intellectual property rights is terminated,we could lose the ability to develop andoperate our business.If we are unable to obtain and maintain patent protection for our product

269、s and technology,or if thescope of the patent protection obtained is not sufficiently broad or robust,our competitors coulddevelop and commercialize products and technology similar or identical to ours,and our ability tosuccessfully commercialize our products and technology may be adversely affected

270、.Moreover,ourtrade secrets could be compromised,which could cause us to lose the competitive advantage resultingfrom these trade secrets.We may face patent infringement and other intellectual property claims that could be costly to defend,result in injunctions and significant damage awards or other

271、costs(including indemnification of thirdparties or costly licensing arrangements(if licenses are available at all)and limit our ability to usecertain key technologies in the future or require development of non-infringing products,services,ortechnologies,which could result in a significant expenditu

272、re and otherwise harm our business.Some of our in-licensed intellectual property,including the intellectual property licensed from theUniversity of Maryland and Duke University,has been conceived or developed through government-funded research and thus may be subject to federal regulations providing

273、 for certain rights for the U.S.government or imposing certain obligations on us,such as a license to the U.S.government under suchintellectual property,“march-in”rights,certain reporting requirements and a preference for U.S.-basedcompanies,and compliance with such regulations may limit our exclusi

274、ve rights and our ability tocontract with non-U.S.manufacturers.Risks Related to Our Financial Condition and Status as an Early-Stage CompanyWe are an early-stage company and have a limited operating history,which makes it difficult to forecast ourfuture results of operations.We were founded in 2015

275、 and first offered our Quantum Computer as a Service(“QCaaS”)and professionalservices related to training on our quantum computing systems in 2020 and 2019,respectively.As a result of ourlimited operating history,our ability to accurately forecast our future results of operations is limited and subj

276、ectto a number of uncertainties,including our ability to plan for and model future growth.Our ability to generaterevenues will largely be dependent on our ability to develop and produce quantum computers with increasingnumbers of algorithmic qubits.We have commercialized a quantum computer with 20 a

277、lgorithmic qubits.As aresult,our scalable business model has not been formed and our technical roadmap may not be realized asquickly as hoped,or even at all.The development of our scalable business model will likely require theincurrence of a substantially higher level of costs than incurred to date

278、,while our revenues will not substantiallyincrease until more powerful,scalable computers are produced,which requires a number of technologicaladvancements which may not occur on the currently anticipated timetable or at all.As a result,our historicalresults should not be considered indicative of ou

279、r future performance.Further,in future periods,our growthcould slow or decline for a number of reasons,including but not limited to slowing demand for our QCaaS,increased competition,changes to technology,inability to scale up our technology,a decrease in the growth ofthe overall market,or our failu

280、re,for any reason,to continue to take advantage of growth opportunities.We have also encountered,and will continue to encounter,risks and uncertainties frequently experienced bygrowing companies in rapidly changing industries.If our assumptions regarding these risks and uncertainties andour future g

281、rowth are incorrect or change,or if we do not address these risks successfully,our operating andfinancial results could differ materially from our expectations,and our business could suffer.Our success as abusiness ultimately relies upon fundamental research and development breakthroughs in the comi

282、ng years anddecade.There is no certainty these research and development milestones will be achieved as quickly as hoped,oreven at all.19We have a history of operating losses and expect to incur significant expenses and continuing losses for theforeseeable future.We incurred net losses of$106.2 milli

283、on and$15.4 million for the years ended December 31,2021 andDecember 31,2020,respectively.As of December 31,2021,we had an accumulated deficit of$145.8 million.We believe that we will continue to incur operating and net losses each quarter until at least the time we beginsignificant production of ou

284、r quantum computers,which is not expected to occur until 2025,at the earliest,andmay occur later,or never.Even with significant production,such production may never become profitable.We expect the rate at which we will incur losses to be significantly higher in future periods as we,amongother things

285、,continue to incur significant expenses in connection with the design,development andmanufacturing of our quantum computers,and as we expand our research and development activities,invest inmanufacturing capabilities,build up inventories of components for our quantum computers,increase our salesand

286、marketing activities,develop our distribution infrastructure,and increase our general and administrativefunctions to support our growing operations and being a public company.We may find that these efforts are moreexpensive than we currently anticipate or that these efforts may not result in revenue

287、s,which would furtherincrease our losses.If we are unable to achieve and/or sustain profitability,or if we are unable to achieve thegrowth that we expect from these investments,it could have a material effect on our business,financial conditionor results of operations.Our business model is unproven

288、and may never allow us to cover our costs.We may not be able to scale our business quickly enough to meet customer and market demand,which couldresult in lower profitability or cause us to fail to execute on our business strategies.In order to grow our business,we will need to continually evolve and

289、 scale our business and operations tomeet customer and market demand.Quantum computing technology has never been sold at large-scalecommercial levels.Evolving and scaling our business and operations places increased demands on ourmanagement as well as our financial and operational resources to:effec

290、tively manage organizational change;design scalable processes;accelerate and/or refocus research and development activities;expand manufacturing,supply chain and distribution capacity;increase sales and marketing efforts;broaden customer-support and services capabilities;maintain or increase operati

291、onal efficiencies;scale support operations in a cost-effective manner;implement appropriate operational and financial systems;andmaintain effective financial disclosure controls and procedures.Commercial production of quantum computers may never occur.We have no experience in producing largequantiti

292、es of our products and are currently constructing advanced generations of our 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 our produ

293、cts,and we may not beable to resolve all of the difficulties that may arise in a timely or cost-effective manner,or at all.We may not beable to cost-effectively manage production at a scale or quality consistent with customer demand in a timely oreconomical manner.Our ability to scale is dependent a

294、lso upon components we must source from the optical,electronics andsemiconductor industries.Shortages or supply interruptions in any of these components will adversely impact ourability to deliver revenues.20The stability of ion traps may prove poorer than hoped,or more difficult to manufacture.It m

295、ay also provemore difficult or even impossible to reliably entangle/connect ion traps together.Both of these factors wouldadversely impact scalability and costs of the ion trap system.If commercial production of our quantum computers commences,our products may contain defects indesign and manufactur

296、e that may cause them to not perform as expected or that may require repair,recalls anddesign changes.Our quantum computers are inherently complex and incorporate technology and components thathave not been used for other applications and that may contain defects and errors,particularly when firstin

297、troduced.We have a limited frame of reference from which to evaluate the long-term performance of ourproducts.There can be no assurance that we will be able to detect and fix any defects in our quantum computersprior to the sale to potential consumers.If our products fail to perform as expected,cust

298、omers may delaydeliveries,terminate further orders or initiate product recalls,each of which could adversely affect our sales andbrand and could adversely affect our business,prospects and results of operations.If we cannot evolve and scale our business and operations effectively,we may not be able

299、to execute ourbusiness strategies in a cost-effective manner and our business,financial condition,profitability and results ofoperations could be adversely affected.Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate.Market opportunity estimates and growth f

300、orecasts,including those we have generated,are subject tosignificant uncertainty and are based on assumptions and estimates that may not prove to be accurate.Thevariables that go into the calculation of our market opportunity are subject to change over time,and there is noguarantee that any particul

301、ar number or percentage of companies covered by our market opportunity estimateswill purchase our products at all or generate any particular level of revenue for us.In addition,alternatives toquantum computing may present themselves and if they did,could substantially reduce the market for quantumco

302、mputing services.Any expansion in our 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 themethodologies and assumptions

303、 previously used to estimate total addressable market.To estimate the size of ourmarket opportunities and our growth rates,we have relied on market reports by leading research and consultingfirms.These estimates of total addressable market and growth forecasts are subject to significant uncertainty,

304、arebased on assumptions and estimates that may not prove to be accurate and are based on data published by thirdparties that we have not independently verified.Advances in classical computing may prove more robust forlonger than currently anticipated.This could adversely affect the timing of any qua

305、ntum advantage beingachieved,if at all.Even if the market in which we compete achieves the forecasted growth,our business could fail to grow atsimilar rates,if at all.Our success will depend upon our ability to expand,scale our operations,and increase our sales capability.Even if the market in which

306、 we compete meets the size estimates and growth forecasted,our business could failto grow at similar rates,if at all.Our growth is dependent upon our ability to successfully scale up manufacturing of our products insufficient quantity and quality,in a timely or cost-effective manner,or at all.Our gr

307、owth is also dependent uponour ability to successfully market and sell quantum computing technology.We do not have experience with themass distribution and sale of quantum computing technology.Our growth and long-term success will dependupon the development of our sales and delivery capabilities.Unf

308、oreseen issues associated with scaling up and constructing quantum computing technology atcommercially viable levels,and selling our technology,could negatively impact our business,financial conditionand results of operations.21Moreover,because of our unique technology,our customers will require par

309、ticular support and servicefunctions,some of which are not currently available,and may never be available.If we experience delays inadding such support capacity or servicing our customers efficiently,or experiences unforeseen issues with thereliability of our technology,it could overburden our servi

310、cing and support capabilities.Similarly,increasing thenumber of our products and services would require us to rapidly increase the availability of these services.Failure to adequately support and service our customers may inhibit our growth and ability to expand computingtargets globally.There can b

311、e no assurance that our projections on which such targets are based will proveaccurate or that the pace of growth or coverage of our customer infrastructure network will meet customerexpectations.Failure to grow at rates similar to that of the quantum computing industry may adversely affect ouropera

312、ting results and ability to effectively compete within the industry.We may not manage growth effectively.If we fail to manage growth effectively,our business,results of operations and financial condition could beharmed.We anticipate that a period of significant expansion will be required to address

313、potential growth.Thisexpansion will place a significant strain on our management,operational and financial resources.Expansion willrequire significant cash investments and management resources and there is no guarantee that they will generateadditional sales of our products or services,or that we wi

314、ll be able to avoid cost overruns or be able to hireadditional personnel to support them.In addition,we will also need to ensure our compliance with regulatoryrequirements in various jurisdictions applicable to the sale,installation and servicing of our products.To managethe growth of our operations

315、 and personnel,we must establish appropriate and scalable operational and financialsystems,procedures and controls and establish and maintain a qualified finance,administrative and operationsstaff.We may be unable to acquire the necessary capabilities and personnel required to manage growth or toide

316、ntify,manage and exploit potential strategic relationships and market opportunities.Our management has limited experience in operating a public company.Our executive officers have limited experience in the management of a publicly traded company.Ourmanagement team may not successfully or effectively

317、 manage our transition to a public company that is subjectto significant regulatory oversight and reporting obligations under federal securities laws.Their limitedexperience in dealing with the increasingly complex laws pertaining to public companies could be a significantdisadvantage in that it is

318、likely that an increasing amount of their time may be devoted to these activities,whichwill result in less time being devoted to our management and growth.We may not have adequate personnel withthe appropriate level of knowledge,experience,and training in the accounting policies,practices or interna

319、lcontrols over financial reporting required of public companies in the United States.The development andimplementation of the standards and controls necessary for us to achieve the level of accounting standardsrequired of a public company in the United States may require costs greater than expected.

320、It is possible that wewill be required to expand our employee base and hire additional employees to support our operations as a publiccompany,which will increase our operating costs in future periods.We have identified a material weakness in our internal control over financial reporting.If we are un

321、able toremediate this material weakness,or if we identify additional material weaknesses in the future or otherwisefail to maintain an effective system of internal control over financial reporting,this may result in materialmisstatements of our financial statements or cause us to fail to meet our pe

322、riodic reporting obligations orcause our access to the capital markets to be impaired.In connection with the preparation of our financial statements as of and for the year ended December 31,2021,we identified a material weakness in our internal control over financial reporting specifically related t

323、o ourfinancial statement close process.Specifically,Although we recently added accounting and financial reporting personnel with requisite knowledge andexperience in the application of U.S.GAAP and SEC rules,the Company is still in process of22formalizing its processes and procedures,establishing cl

324、ear authorities and approvals and segregatingduties to facilitate accurate and timely financial reporting.Our financial accounting system has limited functionality and does not facilitate effective informationtechnology general controls relevant to financial reporting.Additionally,elements of our cl

325、ose processare managed and processed outside the accounting system,increasing the risk of error.This material weakness could result in a misstatement of account balances or disclosures that would result ina material misstatement to the annual or interim consolidated financial statements that would n

326、ot be prevented ordetected.In light of the material weakness identified,we are implementing a remediation plan which includesmeasures designed to improve our internal control over financial reporting to remediate this material weakness.These measures include adding resources(both internal and extern

327、al)as well as improving the controlenvironment around financial systems and processes.In 2021,the Company completed the following remedialactions:Hired additional full-time accounting personnel with appropriate levels of experience,and augmentedskills gaps with external experts;Established and imple

328、mented policies surrounding the approval of transactions,related to,but notlimited to,account reconciliations and journal entries;andSelected and began implementing a financial accounting system that can support effective informationtechnology general controls as well as the anticipated growth of th

329、e business.Our management believes that these actions,and additional actions to be taken under our remediation plan,are sufficient to remediate the material weakness identified and strengthen our internal control over financialreporting.The actions we are taking are subject to ongoing senior managem

330、ent review,as well as AuditCommittee oversight.The material weakness will not be considered remediated until our remediation plan has been fullyimplemented,the applicable controls operate for a sufficient period of time,and we have concluded,through testing,that the newly implemented and enhanced co

331、ntrols are operating effectively.At this time,we cannot predict thesuccess of such efforts or the outcome of our assessment of the remediation efforts.We can give no assurance thatour efforts will remediate this material weakness in our internal control over financial reporting,or that additionalmat

332、erial weaknesses will not be identified in the future.Our failure to implement and maintain effective internalcontrol over financial reporting could result in errors in our consolidated financial statements that could result in arestatement of our financial statements,and could cause us to fail to m

333、eet our reporting obligations,any of whichcould diminish investor confidence in us and cause a decline in the price of our common stock.We are required to disclose changes made in our internal controls and procedures on a quarterly basis andour management is required to assess the effectiveness of controls annually.Our independent registered publicaccounting firm is not required to formally attest