CUSIP
No. 46222L108
|
13D
|
Page
2 of 18 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
New Enterprise Associates 15, L.P.
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
WC
|
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|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
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6.
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|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware Limited Partnership
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|
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|
|
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|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
29,229,659 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
29,229,659 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,229,659 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
|
14.
|
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TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 46222L108
|
13D
|
Page
3 of 18 Pages
|
1.
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NAMES
OF REPORTING PERSONS.
NEA Partners 15, L.P.
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware Limited Partnership
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
29,229,659 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
29,229,659 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,229,659 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 46222L108
|
13D
|
Page
4 of 18 Pages
|
1.
|
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NAMES
OF REPORTING PERSONS.
NEA
15 GP, LLC
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware Limited Liability Company
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
29,229,659 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
29,229,659 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,229,659 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 46222L108
|
13D
|
Page
5 of 18 Pages
|
1.
|
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NAMES
OF REPORTING PERSONS.
Forest
Baskett
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|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0 shares
|
|
8.
|
|
SHARED
VOTING POWER
29,229,659 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
29,229,659 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,229,659 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 46222L108
|
13D
|
Page
6 of 18 Pages
|
1.
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NAMES
OF REPORTING PERSONS.
Anthony A. Florence, Jr.
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2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
29,229,659 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
29,229,659 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,229,659 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 46222L108
|
13D
|
Page
7 of 18 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Mohamad H. Makhzoumi
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
Shares
|
|
8.
|
|
SHARED
VOTING POWER
29,229,659 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
29,229,659 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,229,659 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 46222L108
|
13D
|
Page
8 of 18 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Scott D. Sandell
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0
shares
|
|
8.
|
|
SHARED
VOTING POWER
29,229,659 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
29,229,659 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,229,659 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 46222L108
|
13D
|
Page
9 of 18 Pages
|
1.
|
|
NAMES
OF REPORTING PERSONS.
Peter W. Sonsini
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
0 shares
|
|
8.
|
|
SHARED
VOTING POWER
29,229,659 shares
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
29,229,659 shares
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,229,659 shares
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 46222L108
|
13D
|
Page
10 of 18 Pages
|
Item
1. Security and Issuer.
This
Schedule 13D relates to the Class A common stock, $.0001 par value (the “Common Stock”) of IonQ, Inc. (the “Issuer”)
having its principal executive office at 4505 Campus Drive, College Park, Maryland 20740.
Item
2. Identity and Background.
This
statement is being filed by:
(a)
New Enterprise Associates 15, L.P. (“NEA 15”), NEA Partners 15, L.P. (“NEA Partners 15”), which is the sole general
partner of NEA 15; and NEA 15 GP, LLC (“NEA 15 LLC” and, together with NEA Partners 15, the “Control Entities”),
which is the sole general partner of NEA Partners 15; and
(c)
Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”),
Scott D. Sandell (“Sandell”) and Peter W. Sonsini (“Sonsini”) (together, the “Managers”). The Managers
are the managers of NEA 15 LLC.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite
600, Timonium, MD 21093. The address of the principal business office of Baskett, Makhzoumi and Sonsini is New Enterprise Associates,
2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates,
104 Fifth Avenue, 19th Floor, New York, NY 10011.
The
principal business of NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States. The principal
business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to act as the sole
general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities and a number of
affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party
to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA
15 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited partnerships
organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Item
3. Source and Amount of Funds or Other Consideration.
On
March 7, 2021, On September 30, 2021 (the “Closing Date”), IonQ Quantum, Inc., a Delaware corporation (formerly known
as IonQ, Inc.) (“Legacy IonQ”), dMY Technology Group, Inc. III, a Delaware corporation (“dMY”), and IonQ
Trap Acquisition, Inc., a Delaware corporation and a direct, wholly owned subsidiary of dMY (“Merger Sub”), consummated the
closing of the transactions contemplated by the Agreement and Plan of Merger, dated March 7, 2021, by and among dMY, Merger Sub,
and Legacy IonQ, (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, a business combination of
Legacy IonQ and dMY was effected by the merger of Merger Sub with and into Legacy IonQ, with Legacy IonQ surviving the Merger as a wholly
owned subsidiary of dMY (the “Merger”). In connection with the consummation of the Merger on the Closing Date, dMY changed
its name from dMY Technology Group, Inc. III to IonQ, Inc.
Prior
to the Closing Date, NEA 15 acquired in a series of private transactions shares of Legacy IonQ (the “Prior NEA 15 Shares”).
At the effective time of the Merger, as a result of the Merger, each share of Legacy IonQ capital stock that was then issued and
outstanding (including each Prior NEA 15 Share) was generally cancelled and converted into the right to receive 4.048 shares of the Issuer’s
Common Stock. In addition, on the Closing Date and effective as of March 7, 2021, NEA 15 entered into a Subscription Agreement
with dMY pursuant to which NEA 15 acquired 200,000 shares of Common Stock of dMY at a purchase price of $10.00 per share in a private
placement transaction for an aggregate purchase price to NEA 15 of $2,000,000 (the “Subscription Agreement”). As a
result of the Merger, NEA 15 now holds a total of 29,229,659 shares of the Issuer’s Common Stock (the “NEA 15 Shares”).
CUSIP
No. 46222L108
|
13D
|
Page
11 of 18 Pages
|
Item
4. Purpose of Transaction.
NEA
15 acquired the NEA 15 Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and
prospects of the Issuer and other factors, NEA 15 and other Reporting Persons may dispose of or acquire additional shares of the Issuer.
Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
|
(a)
|
The acquisition
by any person of additional securities of the Issuer, or the disposition of securities of
the Issuer;
|
|
(b)
|
An extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries;
|
|
(c)
|
A sale
or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
|
(d)
|
Any change
in the present board of directors or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on the board;
|
|
(e)
|
Any material
change in the present capitalization or dividend policy of the Issuer;
|
|
(f)
|
Any other
material change in the Issuer’s business or corporate structure;
|
|
(g)
|
Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person;
|
|
(h)
|
Causing
a class of securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
|
|
(i)
|
A class
of equity securities of the Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934; or
|
|
(j)
|
Any action
similar to any of those enumerated above.
|
CUSIP
No. 46222L108
|
13D
|
Page
12 of 18 Pages
|
Item
5. Interest in Securities of the Issuer.
|
(a)
|
NEA 15 is the record owner of the NEA 15 Shares. As the general partner
of NEA 15, NEA Partners 15 may be deemed to own beneficially the NEA 15 Shares. As the sole general partner of NEA Partners 15, NEA 15
LLC may be deemed to own beneficially the NEA 15 Shares. As members of NEA 15 LLC, each of the Managers may be deemed to own beneficially
the NEA 15 Shares.
|
Each Reporting Person disclaims beneficial
ownership of the NEA 15 Shares other than those shares which such person owns of record.
The percentage of outstanding Common Stock
of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s
cover sheet. Such percentage was calculated based on 192,485,413 shares of Common Stock (the “S-1 Shares”) reported by the
Issuer to be outstanding as of September 30, 2021 on the Issuer’s Form S-1, filed with the Securities and Exchange Commission on
October 4, 2021.
|
(b)
|
Regarding
the number of shares as to which such person has:
|
|
(i)
|
sole power
to vote or to direct the vote: See line 7 of cover sheets
|
|
(ii)
|
shared power
to vote or to direct the vote: See line 8 of cover sheets
|
|
(iii)
|
sole power
to dispose or to direct the disposition: See line 9 of cover sheets
|
|
(iv)
|
shared power
to dispose or to direct the disposition: See line 10 of cover sheets
|
|
(c)
|
Except
as set forth in Item 3 above, none of the Reporting Persons has effected any transaction
in the NEA 15 Shares during the last 60 days.
|
|
(d)
|
No
other person is known to have the right to receive or the power to direct the receipt of
dividends from, or any proceeds from the sale of, NEA 15 Shares beneficially owned by any
of the Reporting Persons.
|
Item 6.
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
|
(a)
|
On March
7, 2021, NEA 15 entered into the Subscription Agreement and, on September 30, 2021, an Amended
and Restated Registration Rights Agreement, in each case, as further described in the Issuer’s
Form S-1, filed with the Securities and Exchange Commission on October 4, 2021.
|
|
(b)
|
NEA 15 has
entered into a lock-up agreement pursuant to which it has agreed not to, except in limited
circumstances, offer, pledge, sell, contract to sell, transfer or dispose of, directly or
indirectly, or engage in swap or similar transactions with respect to, any shares of Common
Stock or any security convertible into or exercisable or exchangeable for Common Stock, including,
as applicable, shares received in the Merger and issuable upon exercise of certain options,
for a period of 180 days after September 30, 2021.
|
Item
7. Material to Be Filed as Exhibits.
Exhibit
1 – Agreement regarding filing of joint Schedule 13D.
Exhibit
2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 46222L108
|
13D
|
Page
13 of 18 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
EXECUTED
this 21st day of October, 2021.
NEW
ENTERPRISE ASSOCIATES 15, L.P.
|
By:
|
NEA
PARTNERS 15, L.P.
General
Partner
|
|
By:
|
NEA
15 GP, LLC
General
Partner
|
By: *
Louis
S. Citron
Chief
Legal Officer
NEA
PARTNERS 15, L.P.
|
By:
|
NEA
15 GP, LLC
General Partner
|
By:
*
Louis
S. Citron
Chief
Legal Officer
NEA
15 GP, LLC
By:
*
Louis
S. Citron
Chief
Legal Officer
CUSIP
No. 46222L108
|
13D
|
Page
14 of 18 Pages
|
*
Forest
Baskett
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Scott
D. Sandell
*
Peter
W. Sonsini
*/s/
Sasha O. Keough
Sasha
O. Keough
As
attorney-in-fact
This
Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of
which is attached as Exhibit 2.
CUSIP
No. 46222L108
|
13D
|
Page
15 of 18 Pages
|
EXHIBIT
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with
respect to the ownership by each of the undersigned of shares of stock of IonQ, Inc.
EXECUTED
this 21st day of October, 2021.
NEW
ENTERPRISE ASSOCIATES 15, L.P.
|
By:
|
NEA
PARTNERS 15, L.P.
General
Partner
|
|
By:
|
NEA
15 GP, LLC
General
Partner
|
By: *
Louis
S. Citron
Chief
Legal Officer
NEA
PARTNERS 15, L.P.
|
By:
|
NEA
15 GP, LLC
General Partner
|
By:
*
Louis
S. Citron
Chief
Legal Officer
NEA
15 GP, LLC
By:
*
Louis
S. Citron
Chief
Legal Officer
CUSIP
No. 46222L108
|
13D
|
Page
16 of 18 Pages
|
*
Forest
Baskett
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Scott
D. Sandell
*
Peter
W. Sonsini
*/s/
Sasha O. Keough
Sasha
O. Keough
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Sasha O. Keough
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP
No. 46222L108
|
13D
|
Page
17 of 18 Pages
|
EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough
and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact,
with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable
or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general
partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13
or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated
thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry
Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing
necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying
and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/
M. James Barrett
M.
James Barrett
/s/
Peter J. Barris
Peter
J. Barris
/s/
Forest Baskett
Forest
Baskett
/s/
Ali Behbahani
Ali
Behbahani
/s/
Colin Bryant
Colin
Bryant
/s/
Carmen Chang
Carmen
Chang
/s/
Anthony A. Florence, Jr.
Anthony
A. Florence, Jr.
/s/
Carol G. Gallagher
Carol
G. Gallagher
/s/
Dayna Grayson
Dayna
Grayson
/s/
Patrick J. Kerins
Patrick
J. Kerins
/s/
P. Justin Klein
P.
Justin Klein
CUSIP
No. 46222L108
|
13D
|
Page
18 of 18 Pages
|
/s/
Vanessa Larco
Vanessa
Larco
/s/
Joshua Makower
Joshua
Makower
/s/
Mohamad H. Makhzoumi
Mohamad
H. Makhzoumi
/s/
Edward T. Mathers
Edward
T. Mathers
/s/
David M. Mott
David
M. Mott
/s/
Sara M. Nayeem
Sara
M. Nayeem
/s/
Jason R. Nunn
Jason
R. Nunn
/s/
Gregory Papadopoulos
Gregory
Papadopoulos
/s/
Chetan Puttagunta
Chetan
Puttagunta
/s/
Jon Sakoda
Jon
Sakoda
/s/
Scott D. Sandell
Scott
D. Sandell
/s/
A. Brooke Seawell
A.
Brooke Seawell
/s/
Peter W. Sonsini
Peter
W. Sonsini
/s/
Melissa Taunton
Melissa
Taunton
/s/
Frank M. Torti
Frank
M. Torti
/s/
Ravi Viswanathan
Ravi
Viswanathan
/s/
Paul E. Walker
Paul
E. Walker
/s/
Rick Yang
Rick
Yang