This Quarterly Report on Form 10-Q 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"), that involve
substantial risks and uncertainties. All statements contained in this Quarterly
Report on Form 10-Q other than statements of historical fact, including
statements regarding our future results of operations and financial position,
our business strategy and plans, and our objectives for future operations, are
forward-looking statements. The words "believes," "expects," "intends,"
"estimates," "projects," "anticipates," "will," "plan," "may," "should," or
similar language are intended to identify forward-looking statements.

It is routine for our internal projections and expectations to change throughout
the year, and any forward-looking statements based upon these projections or
expectations may change prior to the end of the next quarter or year. Readers of
this Quarterly Report on Form 10-Q are cautioned not to place undue reliance on
any such forward-looking statements. As a result of a number of known and
unknown risks and uncertainties, our actual results or performance may be
materially different from those expressed or implied by these forward-looking
statements. Risks and uncertainties are identified under "Risk Factors" in
Item 1A herein and in our other filings with the Securities and Exchange
Commission (the "SEC"). All forward-looking statements included herein are made
only as of the date hereof. Unless otherwise required by law, we do not
undertake, and specifically disclaim, any obligation to update any
forward-looking statement, whether as a result of new information, future
events, or otherwise after the date of such statement.

You should read the following discussion and analysis of our financial condition
and results of operations together with our unaudited condensed consolidated
financial statements and related notes included elsewhere in this Quarterly
Report on Form 10-Q, and our audited consolidated financial statements and
related notes for the year ended December 31, 2021, filed with the SEC on
March 28, 2022. Unless the context otherwise requires, the terms "IonQ," "Legacy
IonQ" "we," "us," "our" and similar terms refer to IonQ Quantum, Inc. prior to
the consummation of the Business Combination and IonQ, Inc. and its wholly owned
subsidiaries after the consummation of the Business Combination. References to
"dMY" refer to the predecessor company prior to the consummation of the Business
Combination.

Overview

We are developing quantum computers designed to solve the world's most complex
problems, and transform business, society, and the planet for the better. We
believe that our proprietary technology, our architecture, and the technology
exclusively available to us through license agreements will offer us advantages
both in terms of research and development, as well as the commercial value of
our intended product offerings. We sell access to quantum computers, and we are
in the process of researching and developing technologies for quantum computers
with increasing computational capabilities. We currently make access to our
quantum computers available via three major cloud platforms, Amazon Web
Services' (AWS) Amazon Braket, Microsoft's Azure Quantum, and Google's Cloud
Marketplace, and to select customers via our own cloud service.

We are still in the early stages of generating revenue. We have incurred
significant operating losses since our inception. Our net losses were
$29.9 million for the nine months ended September 30, 2022. As of September 30,
2022, we had an accumulated deficit of $175.7 million. We expect to continue to
incur significant losses for the foreseeable future as we prioritize reaching
the technical milestones necessary to achieve increasingly higher number of
stable qubits and higher levels of fidelity than that which presently
exists-prerequisites for quantum computing to reach broad quantum advantage.

The Merger Agreement and Public Company Costs



On March 7, 2021, Legacy IonQ, dMY and Ion Trap Acquisition Inc. (the "Merger
Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement").
Pursuant to the Merger Agreement, at the closing, the Merger Sub was merged with
and into Legacy IonQ, with Legacy IonQ continuing as the surviving corporation
following the merger, being a wholly owned subsidiary of dMY and the separate
corporate existence of the Merger Sub ceased. Commensurate with the business
combination, dMY changed its name to IonQ, Inc. and Legacy IonQ changed its name
to IonQ Quantum, Inc. IonQ became the successor registrant with the SEC, meaning
that Legacy IonQ's financial statements for previous periods are disclosed in
the registrant's future periodic reports filed with the SEC.

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While the legal acquirer in the Merger Agreement is dMY, for financial
accounting and reporting purposes under accounting principles generally accepted
in the United States of America ("U.S. GAAP"), Legacy IonQ is the accounting
acquirer and the merger is accounted for as a "reverse recapitalization" (i.e.,
a capital transaction involving the issuance of stock by dMY for the stock of
Legacy IonQ). A reverse recapitalization does not result in a new basis of
accounting, and the financial statements of the Company represent the
continuation of the financial statements of Legacy IonQ in many respects. Under
this method of accounting, dMY is treated as the "acquired" company for
financial reporting purposes.

As a result of the merger, Legacy IonQ is the successor to an SEC registrant and
is listed on the New York Stock Exchange ("NYSE"), which will require IonQ to
hire additional personnel and implement procedures and processes to address
public company regulatory requirements and customary practices. As a public
company, we have incurred and expect to continue to incur, expenses for, among
other things, directors' and officers' liability insurance, director fees and
additional internal and external accounting, legal and administrative resources,
including increased audit and legal fees.

Business and Technical Highlights

• In September, the United States Air Force Research Lab (AFRL) announced a

multi-part, $13.4 million contract with IonQ. We will supply cloud access


          to compute on our cutting-edge trapped ion systems and certain hardware
          components to further research in quantum networking.


• We increased the computational power of our Aria system by approximately

4x, now reaching #AQ 25, up from #AQ 23. Aria was already believed to be

the most powerful quantum computer known, and has now achieved our #AQ


          technical milestone for 2022. Aria is available to the public via cloud
          access on Microsoft's Azure Quantum Cloud.


• We announced a project with the Oak Ridge National Laboratory, part of


          the U.S. Department of Energy, to research benchmark circuits for the
          discovery of new quantum chemistry applications.


• We announced a new partnership with Dell Technologies to offer joint

customers a world-class hybrid computing solution, allowing for the

seamless transitioning of workloads between the world's leading quantum


          and classical computing hardware systems.


• We announced a next generation custom chip called the multilayered glass

trap (MGT), which utilizes multiple layers to route wires across the chip


          to enable higher qubit count per chip.


• We will be participating at the Super Compute 2022 (SC22), a multi-day

event in Dallas, Texas, on November 13-18, where we and Dell Technologies


          will demonstrate our new Dell Quantum Computing Solution.



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Impact of COVID-19 and Other Trends on Our Business



In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health
Organization. There are many uncertainties regarding the ongoing pandemic, and
we are closely monitoring its impact on all aspects of our business, including
how it impacts our employees, suppliers, vendors, and business partners. The
pandemic has resulted in government authorities implementing numerous measures
to try to contain the virus, such as travel bans and restrictions, quarantines,
stay-at-home or shelter-in-place orders, and business shutdowns. These measures
may adversely impact our employees and operations and the operations of
suppliers and business partners. In addition, various aspects of our business
cannot be conducted remotely. These measures by government authorities may
continue to remain in place for a significant period of time and could adversely
affect our development plans, sales and marketing activities, and business
operations.

The evolution of the virus is unpredictable at this point and any resurgence may
slow down our ability to develop our quantum computing program. The ongoing
COVID-19 pandemic could limit the ability of suppliers and business partners to
perform, including third-party suppliers' ability to provide components and
materials. We may also experience an increase in the cost of raw materials. The
full impact of the COVID-19 pandemic continues to evolve. As such, the full
magnitude of the pandemic's effect on our financial condition, liquidity and
future results of operations is uncertain. Management continues to actively
monitor our financial condition, liquidity, operations, suppliers, industry, and
workforce.

Additionally, the recent trends towards rising inflation may also materially
adversely affect our business and corresponding financial position and cash
flows. Inflationary factors, interest rates and overhead costs may adversely
affect our operating results. Rising interest and inflation rates also present a
recent challenge impacting the U.S. economy and could make it more difficult for
us to obtain traditional financing on acceptable terms, if at all, in the
future. Although we do not believe that inflation has had a material impact on
our financial position or results of operations to date, we may experience
increases in the near future (especially if inflation rates continue to rise) on
our operating costs, including our labor, due to supply chain constraints,
consequences associated with COVID-19 and the ongoing conflict between Russia
and Ukraine, and employee availability and wage increases, which may result in
additional stress on our working capital resources.

Key Components of Results of Operations

Revenue



We have generated limited revenues since our inception. We derive revenue from
providing access to quantum-computing-as-a-service ("QCaaS") and consulting
services related to co-developing algorithms on our quantum computing systems.
In arrangements with the cloud service providers, the cloud service provider is
considered the customer and we do not have any contractual relationships with
the cloud service providers' end users.

We have determined that our QCaaS contracts represent a combined, stand-ready
performance obligation to provide access to our quantum computing systems
together with related maintenance and support. The transaction price for our
contracts generally includes a variable fee based on usage of our quantum
computing systems and may include a fixed fee for a minimum volume of usage to
be made available over a defined period of access. Fixed fee arrangements may
also include a variable component whereby customers pay an amount for usage over
contractual minimums contained in the contracts. For contracts with a fixed
transaction price, the fixed fee is recognized as QCaaS subscription-based
revenues on a straight- line basis over the access period. The Company has
determined that contracts which contain consulting services related to
co-developing quantum computing algorithms and the ability to use our quantum
computing systems to run such algorithms represent a combined performance
obligation that is satisfied over-time with revenue recognized based on the
efforts incurred to date relative to the total expected effort. For contracts
without fixed fees, variable usage fees are billed and recognized during the
period of such usage.

We are currently focused on marketing our QCaaS and have entered into, and are continuing to enter into, new contracts with customers.


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Operating Costs and Expenses

Cost of revenue

Cost of revenue primarily consists of expenses related to delivering our
services, including personnel-related expenses, allocated facility and other
costs for customer facing functions, and costs associated with maintaining our
in-service quantum computing systems to ensure proper calibration as well as
costs incurred for maintaining the cloud on which the QCaaS resides beginning in
the period that QCaaS revenue generating activities began. Personnel-related
expenses include salaries, benefits, and stock-based compensation. Cost of
revenue excludes depreciation and amortization related to our quantum computing
systems and related software.

Research and development



Research and development expenses consist of personnel-related expenses,
including salaries, benefits and stock-based compensation, and allocated
facility and other costs for our research and development functions. Unlike a
standard computer, design and development efforts continue throughout the useful
life of our quantum computing systems to ensure proper calibration and optimal
functionality. Research and development expenses also include purchased hardware
and software costs related to quantum computing systems constructed for research
purposes that are not probable of providing future economic benefit and have no
alternate future use as well as costs associated with third-party research and
development arrangements.

Sales and marketing

Sales and marketing expenses consist of personnel-related expenses, including
salaries, benefits and stock-based compensation, costs for direct advertising,
marketing and promotional expenditures and allocated facility and other costs
for our sales and marketing functions. We expect to continue to make the
necessary sales and marketing investments to enable us to increase our market
penetration and expand our customer base.

General and administrative

General and administrative expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated facility and other costs for our corporate, executive, finance, and other administrative functions. General and administrative expenses also include expenses for outside professional services, including legal, auditing and accounting services, recruitment expenses, information technology, travel expenses and certain non-income taxes, insurance, and other administrative expenses.



We expect our general and administrative expenses to increase for the
foreseeable future as we scale headcount with the growth of our business, and as
a result of operating as a public company, including compliance with the rules
and regulations of the SEC, NYSE, legal, audit, additional insurance expenses,
investor relations activities, and other administrative and professional
services. As a result, we expect that our general and administrative expenses
will increase in absolute dollars but may fluctuate as a percentage of total
revenue over time.

Depreciation and amortization

Depreciation and amortization expense results from depreciation and amortization of our property and equipment and intangible assets that is recognized over their estimated lives.

Nonoperating Costs and Expenses

Change in fair value of warrant liabilities



The change in fair value of warrant liabilities consists of mark-to-market fair
value adjustments recorded associated with the public warrants assumed as part
of the business combination.

Interest income, net

Interest income, net consists of income earned on our money market funds and other available-for-sale investments.

Offering costs associated with warrants



Offering costs associated with warrants consist of transaction costs that have
been allocated to the public and private warrants and were expensed upon
consummation of the Business Combination on September 30, 2021, based on the
relative fair value of the equity issued and the liability-classified warrants.

Other income (expense), net

Other income (expense), net consists of realized losses on our available-for-sale investments and certain other expenses.


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Results of Operations



The following table sets forth our statements of operations data for each of the
periods indicated:

                                               Three Months Ended               Nine Months Ended
                                                  September 30,                   September 30,
                                              2022            2021            2022            2021

                                                                 (in thousands)
Revenue                                     $   2,763       $     233       $   7,324       $     451
Costs and expenses:
Cost of revenue (excluding depreciation
and amortization)(1)                              733             234           2,043             742
Research and development(1)                    13,292           6,180          30,282          15,311
Sales and marketing(1)                          1,969           1,286           5,971           2,384
General and administrative(1)                  10,149           2,461          26,901           8,321
Depreciation and amortization                   1,531             596           4,248           1,543

Total operating costs and expenses             27,674          10,757       

69,445 28,301



Loss from operations                          (24,911 )       (10,524 )       (62,121 )       (27,850 )
Change in fair value of warrant
liabilities                                    (1,151 )            -           28,358              -
Interest income, net                            2,059              -            3,926              -
Offering costs associated with warrants            -           (4,259 )            -           (4,259 )
Other income (expense), net                        20               2             (27 )             7

Loss before benefit for income taxes (23,983 ) (14,781 )


  (29,864 )       (32,102 )
Benefit for income taxes                           -               -               -               -

Net loss                                    $ (23,983 )     $ (14,781 )     $ (29,864 )     $ (32,102 )

(1) Cost of revenue, research and development, sales and marketing, and general


    and administrative expenses for the periods include stock-based compensation
    expense as follows:



                               Three Months Ended          Nine Months Ended
                                  September 30,              September 30,
                                2022          2021          2022         2021

                                               (in thousands)
Cost of revenue              $      239      $    15     $      590     $    46
Research and development          4,932        1,181          8,998       2,351
Sales and marketing                 344           22            920          47
General and administrative        4,490          837         12,053       3,485

Comparison of the Three Months Ended September 30, 2022 and 2021



Revenue

              Three Months Ended September 30,            $           %
                2022                     2021          Change      Change

                       (in thousands)
Revenue   $           2,763         $          233     $ 2,530        1086 %


Revenue increased by $2.5 million, or 1,086%, to $2.8 million for the three
months ended September 30, 2022, from $0.2 million for the three months ended
September 30, 2021. The increase was primarily driven by new revenue contracts
under which we provided services during the three months ended September 30,
2022, as well as an increase in revenue from services provided under our
contract with UMD.

Cost of revenue

                                            Three Months Ended September 30,              $             %
                                              2022                    2021             Change         Change

                                                     (in thousands)
Cost of revenue (excluding
depreciation and amortization)           $           733         $           234       $   499            213 %



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Cost of revenue increased by $0.5 million, or 213%, to $0.7 million for the
three months ended September 30, 2022, from $0.2 million for the three months
ended September 30, 2021. The increase was driven by the increase in costs to
service new contracts for the three months ended September 30, 2022.

Research and development

                                            Three Months Ended September 30,               $             %
                                              2022                     2021             Change         Change

                                                     (in thousands)

Research and development                $          13,292         $         6,180       $ 7,112            115 %


Research and development expenses increased by $7.1 million, or 115%, to
$13.3 million for the three months ended September 30, 2022, from $6.2 million
for the three months ended September 30, 2021. The increase was primarily driven
by a $6.0 million increase in payroll-related expenses, including stock-based
compensation of $3.8 million, as a result of increased headcount, and a
$1.1 million increase in professional service costs to support research and
development initiatives.

Sales and marketing

                          Three Months Ended September 30,             $            %
                           2022                     2021             Change      Change

                                   (in thousands)
Sales and marketing   $         1,969         $           1,286     $    683          53 %


Sales and marketing expenses increased by $0.7 million, or 53%, to $2.0 million
for the three months ended September 30, 2022, from $1.3 million for the three
months ended September 30, 2021. The increase was primarily due to an increase
of $0.7 million of payroll-related expenses, including an increase in
stock-based compensation of $0.3 million, as a result of increased headcount.

General and administrative

                                            Three Months Ended September 30,               $             %
                                              2022                     2021             Change         Change

                                                     (in thousands)
General and administrative              $          10,149         $         2,461       $ 7,688            312 %


General and administrative expenses increased by $7.7 million, or 312%, to
$10.1 million for the three months ended September 30, 2022, from $2.5 million
for the three months ended September 30, 2021. The increase was primarily driven
by an increase of $5.1 million in payroll-related expenses, including an
increase in stock-based compensation of $3.7 million, as a result of increased
headcount, and an increase of $1.2 million in director and officer insurance
costs. The remaining increase is primarily due to additional costs incurred to
operate as a public company and other general and administrative activities as a
result of hiring additional personnel.

Depreciation and amortization

                                            Three Months Ended September 30,              $             %
                                              2022                     2021            Change         Change

                                                     (in thousands)
Depreciation and amortization           $           1,531         $          596       $   935            157 %


Depreciation and amortization expenses increased by $0.9 million, or 157%, to
$1.5 million for the three months ended September 30, 2022, from $0.6 million
for the three months ended September 30, 2021. The increase was primarily driven
by an increase of $0.2 million due to amortization of capitalized internally
developed software and an increase of $0.5 million in depreciation expense
associated with capitalized quantum computing system costs.

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Change in fair value of warrant liabilities



                                            Three Months Ended September 30,              $              %
                                                2022                     2021           Change        Change

                                                     (in thousands)
Change in fair value of warrant
liabilities                              $            (1,151 )         $      -        $ (1,151 )          NM


NM-Not Meaningful

The change in fair value of warrant liabilities increased $1.2 million to
$1.2 million for the three months ended September 30, 2022, from zero for the
three months ended September 30, 2021, as a result of mark-to-market income
adjustments recorded for the public warrants assumed as part of the Business
Combination.

Interest income, net

                          Three Months Ended September 30,           $           %
                              2022                    2021        Change      Change

                                   (in thousands)
Interest income, net   $             2,059         $       -      $ 2,059          NM


NM-Not Meaningful

Interest income, net increased by $2.1 million to $2.1 million for the three
months ended September 30, 2022, from zero for the three months ended
September 30, 2021. The increase was primarily driven by interest income earned
on our cash equivalents and available-for-sale investments.

Offering costs associated with warrants



                                               Three Months Ended September 30,               $             %
                                               2022                    2021                Change         Change

                                                        (in thousands)
Offering costs associated with warrants     $       -          $             (4,259 )      $ 4,259            100 %


Offering costs associated with warrants decreased by $4.3 million, or 100%, to
zero for the three months ended September 30, 2022, from $4.3 million for the
three months ended September 30, 2021. In connection with the Business
Combination, $4.3 million of transaction costs were allocated and expensed
related to the liability-classified public and private warrants.

Comparison of the Nine Months Ended September 30, 2022 and 2021



Revenue

             Nine Months Ended September 30,            $           %
                2022                    2021         Change      Change

                      (in thousands)
Revenue   $           7,324         $        451     $ 6,873        1524 %


Revenue increased by $6.9 million, or 1,524%, to $7.3 million for the nine
months ended September 30, 2022, from $0.5 million for the nine months ended
September 30, 2021. The increase was primarily driven by new revenue contracts
under which we provided services during the nine months ended September 30,
2022, as well as an increase in revenue from services provided under our
contract with UMD.

Cost of revenue

                                           Nine Months Ended September 30,              $             %
                                              2022                    2021           Change         Change

                                                    (in thousands)
Cost of revenue (excluding
depreciation and amortization)          $           2,043         $        742       $ 1,301            175 %


Cost of revenue increased by $1.3 million, or 175%, to $2.0 million for the nine
months ended September 30, 2022, from $0.7 million for the nine months ended
September 30, 2021. The increase was driven by the increase in costs to service
new contracts for the nine months ended September 30, 2022.

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Research and development

                              Nine Months Ended September 30,           $            %
                                2022                  2021            Change      Change

                                      (in thousands)
Research and development   $        30,282       $        15,311     $ 14,971          98 %


Research and development expense increased by $15.0 million, or 98%, to
$30.3 million for the nine months ended September 30, 2022 from $15.3 million
for the nine months ended September 30, 2021. The increase was primarily driven
by a $10.8 million increase in payroll-related expenses, including an increase
in stock-based compensation of $6.6 million, as a result of increased headcount,
a $2.4 million increase in materials, supplies and equipment costs, and a
$1.4 million increase in professional service costs to support research and
development initiatives.

Sales and marketing

                           Nine Months Ended September 30,             $           %
                            2022                     2021           Change       Change

                                   (in thousands)
Sales and marketing   $          5,971         $          2,384     $ 3,587          150 %


Sales and marketing expense increased by $3.6 million, or 150%, to $6.0 million
for the nine months ended September 30, 2022, from $2.4 million for the nine
months ended September 30, 2021. The increase was primarily due to an increase
of $2.8 million of payroll-related expenses, including an increase in
stock-based compensation of $0.9 million, as a result of increased headcount,
and increased costs to promote our services and other marketing initiatives of
approximately $0.8 million.

General and administrative

                                              Nine Months Ended September 30,              $             %
                                               2022                     2021             Change        Change

                                                      (in thousands)
General and administrative               $          26,901         $         8,321      $ 18,580           223 %


General and administrative expenses increased by $18.6 million, or 223%, to
$26.9 million for the nine months ended September 30, 2022, from $8.3 million
for the nine months ended September 30, 2021. The increase was primarily driven
by an increase of $11.1 million in payroll-related expenses, including an
increase in stock-based compensation of $8.6 million, as a result of increased
headcount, and an increase of $3.7 million in director and officer insurance
costs. The remaining increase is primarily due to additional costs incurred to
operate as a public company and other general and administrative activities as a
result of hiring additional personnel.

Depreciation and amortization

                                             Nine Months Ended September 30,               $             %
                                              2022                     2021             Change         Change

                                                     (in thousands)
Depreciation and amortization           $          4,248         $          1,543       $ 2,705            175 %


Depreciation and amortization expenses increased by $2.7 million, or 175%, to
$4.2 million for the nine months ended September 30, 2022, from $1.5 million for
the nine months ended September 30, 2021. The increase was primarily driven by
an increase of $0.5 million due to amortization of capitalized internally
developed software and an increase of $1.4 million in depreciation expense
associated with capitalized quantum computing system costs.

Change in fair value of warrant liabilities



                                             Nine Months Ended September 30,              $              %
                                                 2022                    2021           Change        Change

                                                     (in thousands)
Change in fair value of warrant
liabilities                              $             28,358         $       -        $ 28,358            NM


NM-Not Meaningful

The change in fair value of warrant liabilities increased $28.4 million to
$28.4 million for the nine months ended September 30, 2022, from zero for the
nine months ended September 30, 2021, as a result of mark-to-market income
adjustments recorded for the public warrants assumed as part of the Business
Combination.

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Interest income, net

                          Nine Months Ended September 30,            $           %
                              2022                    2021        Change      Change

                                   (in thousands)
Interest income, net   $             3,926         $       -      $ 3,926          NM


NM-Not Meaningful

Interest income, net increased by $3.9 million to $3.9 million for the nine months ended September 30, 2022, from zero for the nine months ended September 30, 2021. The increase was primarily driven by interest income earned on our cash equivalents and available-for-sale investments.

Offering costs associated with warrants



                                               Three Months Ended September 30,               $             %
                                               2022                    2021                Change         Change

                                                        (in thousands)
Offering costs associated with warrants     $       -          $             (4,259 )      $ 4,259            100 %


Offering costs associated with warrants decreased by $4.3 million, or 100%, to
zero for the nine months ended September 30, 2022, from $4.3 million for the
nine months ended September 30, 2021. In connection with the Business
Combination, $4.3 million of transaction costs were allocated and expensed
related to the liability-classified public and private warrants.

Liquidity and Capital Resources



As of September 30, 2022, we had cash, cash equivalents and available-for-sale
securities of $555.8 million. We believe that our cash, cash equivalents and
investments as of September 30, 2022, will be sufficient to meet our working
capital and capital expenditure needs for the next 12 months. We believe we will
meet longer term expected future cash requirements and obligations through a
combination of cash flows from operating activities and available funds from our
cash, cash equivalents and investment balances. However, this determination is
based upon internal projections and is subject to changes in market and business
conditions. We have incurred losses since our inception, and as of September 30,
2022, we had an accumulated deficit of $175.7 million. During the nine months
ended September 30, 2022, we incurred net losses of $29.9 million. We expect to
incur additional losses and higher operating expenses for the foreseeable
future.

Future Funding Requirements



We expect our principal sources of liquidity will continue to be our cash, cash
equivalents and investments and any additional capital we may obtain through
additional equity or debt financings. Our future capital requirements will
depend on many factors, including investments in growth and technology. We may,
in the future, enter into arrangements to acquire or invest in complementary
businesses, services, and technologies which may require us to seek additional
equity or debt financing.

Upon the closing of the Business Combination, we received approximately
$636.0 million of gross proceeds. The proceeds are invested in money market
funds, commercial paper, corporate and municipal notes and bonds, and other U.S.
government and agency securities as disclosed in Note 3 in our condensed
consolidated financial statements. We expect to use these investments to fund
our strategic operations.

Our primary uses of cash and investments are to fund our operations as we
continue to grow our business. We require a significant amount of cash for
expenditures as we invest in ongoing research and development and
commercialization of our products. Until such time as we can generate
significant revenue from commercializing our quantum computing technology, if
ever, we expect to finance our liquidity needs through our cash, cash
equivalents and investments, as well as equity or debt financings or other
capital sources, including potential collaborations and other similar
arrangements. However, we may be unable to raise additional funds or enter into
such other arrangements when needed on favorable terms or at all. To the extent
that we raise additional capital through the sale of equity or convertible debt
securities, the ownership interest of our stockholders will be or could be
diluted, and the terms of these securities may include liquidation or other
preferences that adversely affect the rights of our stockholders. Debt financing
and equity financing, if available, may involve agreements that include
covenants limiting or restricting our ability to take specific actions, such as
incurring additional debt, making capital expenditures, or declaring dividends.
If we raise funds through collaborations, or other similar arrangements with
third parties, we may have to relinquish valuable rights to our quantum
computing technology on terms that may not be favorable to us and/or may reduce
the value of our common stock. If we are unable to raise additional funds
through equity or debt financings when needed, we may be required to delay,
limit, reduce or terminate our quantum computing development efforts. Our future
capital requirements and the adequacy of available funds will depend on many
factors, including those set forth in the section titled "Risk Factors."

Other than operating expenses, including our continued investment in our quantum
computers, cash requirements for the year ending December 31, 2022, are expected
to consist primarily of capital expenditures for corporate facilities.

Our material cash requirements as of September 30, 2022 include operating lease
commitments, including the lease of our headquarters in College Park, Maryland.
As of September 30, 2022, we have total operating lease obligations of
$6.5 million, with $0.7 million payable within 12 months.

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Cash flows

The following table summarizes our cash flows for the period indicated:



                                                Nine Months Ended September 30,
                                                  2022                    2021

                                                        (in thousands)

Net cash used in operating activities $ (29,785 ) $ (21,851 ) Net cash used in investing activities $ (314,207 ) $

(6,914 ) Net cash provided by financing activities $ 2,165 $ 579,939

Cash flows from operating activities



Our cash flows from operating activities are significantly affected by the
growth of our business primarily related to research and development, sales and
marketing, and general and administrative activities. Our operating cash flows
are also affected by our working capital needs to support growth in
personnel-related expenditures and fluctuations in accounts payable and other
current assets and liabilities.

Net cash used in operating activities during the nine months ended September 30,
2022, was $29.8 million, primarily resulting from a net loss of $29.9 million,
adjusted for non-cash activity, primarily related to the gain recorded as a
result of mark-to-market activity for our public warrants offset by stock-based
compensation and other working capital activities. The increase in net cash used
in operations from the prior year period was primarily related to increased
research and development activities, increased compensation costs as a result of
hiring personnel and increased costs incurred as a public company.

Net cash used in operating activities during the nine months ended September 30,
2021, was $21.9 million, primarily resulting from a net loss of $32.1 million,
adjusted for non-cash activity, primarily related to stock-based compensation,
offering costs associated with warrants, costs associated with research and
development arrangements and other working capital activities.

Cash flows from investing activities



Net cash used in investing activities during the nine months ended September 30,
2022, was $314.2 million, primarily resulting from purchases of
available-for-sale investments of $488.9 million, additions of $8.4 million to
property and equipment related to the development of our quantum computing
systems, offset by cash received from sales and maturities of available-for-sale
investments of $185.2 million.

Net cash used in investing activities during the nine months ended September 30,
2021, was $6.9 million, primarily resulting from additions of $5.3 million to
property and equipment related to the development of our quantum computing
systems, $1.2 million of capitalized internal software development costs, and
$0.4 million of intangible assets acquisition costs.

Cash flows from financing activities



Net cash provided by financing activities during the nine months ended
September 30, 2022, was $2.2 million, primarily resulting from proceeds from
stock options exercised and tax withholding receipts related to restricted stock
units.

Net cash provided by financing activities during the nine months ended September 30, 2021, was $579.9 million primarily resulting from proceeds received from the Business Combination and the PIPE investment, as well as cash received from stock options exercised.


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Critical Accounting Estimates



This discussion and analysis of financial condition and results of operations is
based upon the Company's condensed consolidated financial statements, which have
been prepared in accordance with U.S. GAAP. The preparation of these financial
statements requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities. We also make estimates and assumptions on revenue
generated and reported expenses incurred during the reporting periods. Our
estimates are based on our historical experience and on various other factors
that we believe are reasonable under the circumstances. The results of these
estimates form the basis for making judgments about the carrying value of assets
and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates.

There have been no material changes to our critical accounting estimates from those described under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report.



Critical accounting estimates are defined as those reflective of significant
judgments, estimates and uncertainties, which may result in materially different
results under different assumptions and conditions. Within our Annual Report, we
have disclosed our critical accounting estimates that we believe to have the
greatest potential impact on our consolidated financial statements.
Historically, our assumptions, judgments and estimates relative to our critical
accounting estimates have not differed materially from actual results.

Recently Issued and Adopted Accounting Standards

See Note 2, Summary of Significant Accounting Policies, in the notes to our condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.

Emerging Growth Company and Smaller Reporting Company Status



Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being
required to comply with new or revised financial accounting standards until
private companies are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can choose not to
take advantage of the extended transition period and comply with the
requirements that apply to non-emerging growth companies, and any such election
to not take advantage of the extended transition period is irrevocable. During
the extended transition period, it may be difficult or impossible to compare our
financial results with the financial results of another public company that
complies with public company effective dates for accounting standard updates
because of the potential differences in accounting standards used.

We will remain an emerging growth company under the JOBS Act until the earliest
of (i) December 31, 2025, (ii) the last date of our fiscal year in which we have
total annual gross revenue of at least $1.235 billion, (iii) the date on which
we are deemed to be a "large accelerated filer" under the rules of the SEC with
at least $700.0 million of outstanding securities held by non-affiliates or
(iv) the date on which we have issued more than $1.0 billion in non-convertible
debt securities during the previous three years.

We are also a smaller reporting company as defined in the Exchange Act. We may
continue to be a smaller reporting company even after we are no longer an
emerging growth company. We may take advantage of certain of the scaled
disclosures available to smaller reporting companies and will be able to take
advantage of these scaled disclosures for so long as (i) our voting and
non-voting common stock held by nonaffiliates is less than $250.0 million
measured on the last business day of our second fiscal quarter or (ii) our
annual revenue is less than $100.0 million during the most recently completed
fiscal year and our voting and non-voting common stock held by non-affiliates is
less than $700.0 million measured on the last business day of our second fiscal
quarter.

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