Table of Contents
false00018383593 yearsP20DP20DP30DP30DShares of legacy Redeemable Convertible Series C Preferred Stock, Redeemable Convertible Series C-1 Preferred Stock, legacy Class A common stock, and legacy Class B common stock have been retroactively restated to give effect to the Business Combination.Shares of preferred stock and common stock have been retroactively restated to give effect to the Business Combination.Weighted-average shares have been retroactively restated to give effect to the Business Combination.Weighted-average shares and net loss per share have been retroactively restated to give effect to the Business Combination.The number of outstanding shares as of June 30, 2021 have been retrospectively adjusted to reflect the Exchange Ratio.The number of outstanding shares as of June 30, 2022 and June 30, 2021 does not include 1,608,359 shares of Unvested Customer Warrants. 0001838359 2022-01-01 2022-06-30 0001838359 2021-01-01 2021-06-30 0001838359 2022-04-01 2022-06-30 0001838359 2021-04-01 2021-06-30 0001838359 2021-12-31 0001838359 2022-06-30 0001838359 2022-01-01 2022-03-31 0001838359 2021-02-01 2021-12-31 0001838359 2021-01-31 0001838359 2020-02-01 2021-01-31 0001838359 2022-03-02 0001838359 2021-01-01 2021-12-31 0001838359 2018-11-30 0001838359 2021-05-31 0001838359 2021-01-01 2021-03-31 0001838359 2022-06-30 2022-06-30 0001838359 2020-02-01 2020-12-31 0001838359 2021-06-30 0001838359 2022-06-02 0001838359 2022-03-31 0001838359 2020-12-31 0001838359 2020-01-31 0001838359 2021-03-31 0001838359 rgti:RigettiHoldingsIncMember 2021-01-01 2021-12-31 0001838359 us-gaap:SeriesCPreferredStockMember rgti:RigettiHoldingsIncMember 2021-01-01 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember rgti:SeriesC1preferredStockMember 2021-01-01 2021-12-31 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember rgti:RigettiMember 2021-01-01 2021-12-31 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember rgti:RigettiMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2021-01-01 2021-12-31 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember rgti:RigettiMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2021-01-01 2021-12-31 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiMember us-gaap:ShareBasedCompensationAwardTrancheOneMember rgti:AmpereComputingLlcMember 2021-01-01 2021-12-31 0001838359 rgti:TwoThousandThirteenEquityIncentivePlanMember rgti:RigettiHoldingsIncMember 2021-01-01 2021-12-31 0001838359 rgti:CustomerCMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2021-01-01 2021-12-31 0001838359 rgti:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2021-01-01 2021-12-31 0001838359 rgti:CustomerBMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2021-01-01 2021-12-31 0001838359 rgti:CustomerWarrantsMember rgti:RigettiHoldingsIncMember 2021-01-01 2021-12-31 0001838359 rgti:WarrantsToPurchaseClassACommonStockMember rgti:RigettiHoldingsIncMember 2021-01-01 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember rgti:CustomerWarrantsMember us-gaap:CommonClassAMember 2021-01-01 2021-12-31 0001838359 rgti:ForwardWarrantAgreementMember rgti:AmpereComputingLlcMember 2021-06-30 0001838359 us-gaap:RedeemableConvertiblePreferredStockMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:RedeemableConvertiblePreferredStockMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:FairValueInputsLevel1Member 2021-12-31 0001838359 us-gaap:FairValueInputsLevel2Member 2021-12-31 0001838359 us-gaap:FairValueInputsLevel3Member 2021-12-31 0001838359 rgti:ForwardWarrantAgreementLiabilityFairValueDisclosureMember us-gaap:DerivativeMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001838359 us-gaap:FairValueInputsLevel2Member us-gaap:DerivativeMember rgti:ForwardWarrantAgreementLiabilityFairValueDisclosureMember 2021-12-31 0001838359 us-gaap:FairValueInputsLevel3Member us-gaap:DerivativeMember rgti:ForwardWarrantAgreementLiabilityFairValueDisclosureMember 2021-12-31 0001838359 rgti:TrinityWarrantsMember us-gaap:DerivativeMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001838359 us-gaap:FairValueInputsLevel2Member us-gaap:DerivativeMember rgti:TrinityWarrantsMember 2021-12-31 0001838359 rgti:FurnitureAndOtherAssetsMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember rgti:QuantumComputingFridgesMember 2021-12-31 0001838359 rgti:ProcessEquipmentMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:LeaseholdImprovementsMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:ItHardwareMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:SeriesCPreferredStockMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:SeriesC1preferredStockMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 country:US rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember country:GB 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:CommonClassAMember rgti:RigettiHoldingsIncMember us-gaap:SeriesCPreferredStockMember 2021-12-31 0001838359 rgti:CommonStockWarrantsMember us-gaap:CommonClassAMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:RestrictedStockUnitsRSUMember us-gaap:CommonClassAMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:OptionsAvailableForFutureGrantsMember us-gaap:CommonClassAMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:CommonClassAMember 2021-12-31 0001838359 us-gaap:CommonClassBMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:SeriesCOnePreferredStockMember us-gaap:CommonClassBMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:RigettiMember rgti:RigettiHoldingsIncMember rgti:ForwardWarrantAgreementMember 2021-12-31 0001838359 us-gaap:MeasurementInputExpectedTermMember rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember srt:MinimumMember 2021-12-31 0001838359 us-gaap:MeasurementInputExpectedTermMember rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember srt:MaximumMember 2021-12-31 0001838359 us-gaap:MeasurementInputRiskFreeInterestRateMember rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember srt:MinimumMember 2021-12-31 0001838359 us-gaap:MeasurementInputRiskFreeInterestRateMember rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember srt:MaximumMember 2021-12-31 0001838359 rgti:MeasurementInputProbabilityOfOccurringTheContingencyMember rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember srt:MinimumMember 2021-12-31 0001838359 rgti:MeasurementInputProbabilityOfOccurringTheContingencyMember rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember srt:MaximumMember 2021-12-31 0001838359 us-gaap:MeasurementInputSharePriceMember rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:Seriesc1preferredstockMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember rgti:RigettiMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2021-12-31 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember rgti:RigettiMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2021-12-31 0001838359 rgti:TwoThousandThirteenEquityIncentivePlanMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:RestrictedStockUnitsRSUMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:LoanAndSecurityAgreementMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:StateAndLocalJurisdictionMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:DomesticCountryMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:StateAndLocalJurisdictionMember us-gaap:ResearchMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:DomesticCountryMember us-gaap:ResearchMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:MeasurementInputExpectedDividendRateMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:MeasurementInputExpectedDividendRateMember rgti:RigettiHoldingsIncMember rgti:AtinitialrecognitionMember 2021-12-31 0001838359 us-gaap:MeasurementInputExpectedTermMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:MeasurementInputExpectedTermMember rgti:RigettiHoldingsIncMember rgti:AtinitialrecognitionMember 2021-12-31 0001838359 us-gaap:MeasurementInputRiskFreeInterestRateMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:MeasurementInputRiskFreeInterestRateMember rgti:RigettiHoldingsIncMember rgti:AtinitialrecognitionMember 2021-12-31 0001838359 us-gaap:MeasurementInputPriceVolatilityMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:MeasurementInputPriceVolatilityMember rgti:RigettiHoldingsIncMember rgti:AtinitialrecognitionMember 2021-12-31 0001838359 us-gaap:MeasurementInputExercisePriceMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:MeasurementInputExercisePriceMember rgti:RigettiHoldingsIncMember rgti:AtinitialrecognitionMember 2021-12-31 0001838359 us-gaap:MeasurementInputSharePriceMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:MeasurementInputSharePriceMember rgti:RigettiHoldingsIncMember rgti:AtinitialrecognitionMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember rgti:WarrantsToPurchaseClassACommonStockMember rgti:AtinitialrecognitionMember us-gaap:MeasurementInputExpectedDividendRateMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember rgti:WarrantsToPurchaseClassACommonStockMember rgti:AtinitialrecognitionMember us-gaap:MeasurementInputExpectedTermMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember rgti:WarrantsToPurchaseClassACommonStockMember rgti:AtinitialrecognitionMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-12-31 0001838359 us-gaap:MeasurementInputPriceVolatilityMember rgti:AtinitialrecognitionMember rgti:WarrantsToPurchaseClassACommonStockMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember rgti:WarrantsToPurchaseClassACommonStockMember rgti:AtinitialrecognitionMember us-gaap:MeasurementInputExercisePriceMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember rgti:WarrantsToPurchaseClassACommonStockMember rgti:AtinitialrecognitionMember us-gaap:MeasurementInputSharePriceMember 2021-12-31 0001838359 us-gaap:MeasurementInputExpectedDividendRateMember rgti:AtinitialrecognitionMember rgti:CustomerWarrantsMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:MeasurementInputExpectedTermMember rgti:AtinitialrecognitionMember rgti:CustomerWarrantsMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember rgti:CustomerWarrantsMember rgti:AtinitialrecognitionMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-12-31 0001838359 us-gaap:MeasurementInputPriceVolatilityMember rgti:AtinitialrecognitionMember rgti:CustomerWarrantsMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:MeasurementInputExercisePriceMember rgti:AtinitialrecognitionMember rgti:CustomerWarrantsMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:MeasurementInputSharePriceMember rgti:AtinitialrecognitionMember rgti:CustomerWarrantsMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:UnvestedCustomerWarrantsMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:VestedCustomerWarrantsMember rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:VestedCustomerWarrantsMember 2021-12-31 0001838359 rgti:UnvestedCustomerWarrantsMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember rgti:CustomerWarrantsMember us-gaap:CommonClassAMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel2Member rgti:ForwardWarrantAgreementMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel1Member rgti:ForwardWarrantAgreementMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel2Member rgti:DerivativeWarrantLiabilitiesMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel1Member rgti:DerivativeWarrantLiabilitiesMember 2021-12-31 0001838359 us-gaap:FairValueInputsLevel3Member rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 us-gaap:FairValueInputsLevel3Member rgti:RigettiHoldingsIncMember rgti:ForwardWarrantAgreementMember 2021-12-31 0001838359 rgti:DerivativeWarrantLiabilitiesMember rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001838359 us-gaap:FairValueInputsLevel2Member rgti:RigettiHoldingsIncMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember 2020-01-01 2020-12-31 0001838359 rgti:SupernovaAcquistionMember rgti:SubsequentSubscriptionAgreementMember rgti:PrivateInvestmentInPublicEquityInvestorsMember 2021-12-23 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember rgti:RigettiMember 2021-01-01 0001838359 us-gaap:RedeemableConvertiblePreferredStockMember rgti:RigettiHoldingsIncMember 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember 2021-01-31 0001838359 rgti:CustomerWarrantsMember us-gaap:CommonClassAMember 2021-01-31 0001838359 rgti:SeriesCRedeemableConvertiblePreferredStockMember rgti:WarrantsToPurchaseClassACommonStockMember rgti:RigettiHoldingsIncMember 2021-01-31 0001838359 us-gaap:CommonClassAMember rgti:CustomerWarrantsMember rgti:RigettiHoldingsIncMember 2021-01-31 0001838359 rgti:FurnitureAndOtherAssetsMember rgti:RigettiHoldingsIncMember 2021-01-31 0001838359 rgti:ItHardwareMember rgti:RigettiHoldingsIncMember 2021-01-31 0001838359 rgti:QuantumComputingFridgesMember rgti:RigettiHoldingsIncMember 2021-01-31 0001838359 rgti:ProcessEquipmentMember rgti:RigettiHoldingsIncMember 2021-01-31 0001838359 us-gaap:LeaseholdImprovementsMember rgti:RigettiHoldingsIncMember 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember country:US 2021-01-31 0001838359 us-gaap:CommonClassBMember rgti:RigettiHoldingsIncMember 2021-01-31 0001838359 rgti:UnvestedCustomerWarrantsMember rgti:RigettiHoldingsIncMember 2021-01-31 0001838359 rgti:VestedCustomerWarrantsMember rgti:RigettiHoldingsIncMember 2021-01-31 0001838359 srt:MinimumMember us-gaap:CommonClassAMember rgti:CustomerWarrantsMember rgti:RigettiHoldingsIncMember 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember rgti:CustomerWarrantsMember us-gaap:CommonClassAMember srt:MaximumMember 2021-01-31 0001838359 us-gaap:CommonClassAMember srt:MinimumMember rgti:CustomerWarrantsMember 2021-01-31 0001838359 us-gaap:CommonClassAMember srt:MaximumMember rgti:CustomerWarrantsMember 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember 2021-02-01 2021-12-31 0001838359 us-gaap:FairValueInputsLevel3Member rgti:RigettiHoldingsIncMember rgti:DerivativeWarrantLiabilitiesMember 2021-02-01 2021-12-31 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel3Member 2021-02-01 2021-12-31 0001838359 us-gaap:TransferredOverTimeMember 2021-02-01 2021-12-31 0001838359 rgti:AccessToQuantumComputingSystemsMember 2021-02-01 2021-12-31 0001838359 rgti:CollaborativeResearchAndOtherProfessionalServicesMember 2021-02-01 2021-12-31 0001838359 us-gaap:CommonClassAMember 2021-02-01 2021-12-31 0001838359 country:US rgti:RigettiHoldingsIncMember 2021-02-01 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember country:GB 2021-02-01 2021-12-31 0001838359 country:AU rgti:RigettiHoldingsIncMember 2021-02-01 2021-12-31 0001838359 us-gaap:RevenueFromContractWithCustomerMember country:GB rgti:RigettiHoldingsIncMember us-gaap:GeographicConcentrationRiskMember 2021-02-01 2021-12-31 0001838359 us-gaap:RevenueFromContractWithCustomerMember country:US rgti:RigettiHoldingsIncMember us-gaap:GeographicConcentrationRiskMember 2021-02-01 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:CommonClassAMember 2021-02-01 2021-12-31 0001838359 us-gaap:CommonClassBMember rgti:RigettiHoldingsIncMember 2021-02-01 2021-12-31 0001838359 rgti:ConvertibleSeriesC1PreferredStockMemberMember us-gaap:CommonClassBMember rgti:RigettiHoldingsIncMember 2021-02-01 2021-12-31 0001838359 us-gaap:RestrictedStockUnitsRSUMember rgti:RigettiHoldingsIncMember us-gaap:CommonClassAMember 2021-02-01 2021-12-31 0001838359 us-gaap:EmployeeStockOptionMember rgti:RigettiHoldingsIncMember us-gaap:CommonClassAMember 2021-02-01 2021-12-31 0001838359 rgti:ConvertibleSeriesCPreferredStockMember rgti:RigettiHoldingsIncMember us-gaap:CommonClassAMember 2021-02-01 2021-12-31 0001838359 us-gaap:WarrantMember rgti:RigettiHoldingsIncMember us-gaap:CommonClassAMember 2021-02-01 2021-12-31 0001838359 rgti:Seriesc1preferredstockMember rgti:RigettiHoldingsIncMember 2021-02-01 2021-12-31 0001838359 us-gaap:RestrictedStockUnitsRSUMember rgti:RigettiHoldingsIncMember 2021-02-01 2021-12-31 0001838359 rgti:LoanAndSecurityAgreementMember rgti:RigettiHoldingsIncMember 2021-02-01 2021-12-31 0001838359 us-gaap:SellingGeneralAndAdministrativeExpensesMember rgti:RigettiHoldingsIncMember 2021-02-01 2021-12-31 0001838359 us-gaap:ResearchAndDevelopmentExpenseMember rgti:RigettiHoldingsIncMember 2021-02-01 2021-12-31 0001838359 us-gaap:OtherOperatingIncomeExpenseMember rgti:InitialConvertibleNotesMember rgti:RigettiHoldingsIncMember 2021-02-01 2021-12-31 0001838359 us-gaap:SalesRevenueNetMember rgti:RigettiHoldingsIncMember us-gaap:CustomerConcentrationRiskMember rgti:CustomerEMember 2021-02-01 2021-12-31 0001838359 us-gaap:SalesRevenueNetMember rgti:RigettiHoldingsIncMember us-gaap:CustomerConcentrationRiskMember rgti:CustomerDMember 2021-02-01 2021-12-31 0001838359 us-gaap:SalesRevenueNetMember rgti:RigettiHoldingsIncMember us-gaap:CustomerConcentrationRiskMember rgti:CustomerCMember 2021-02-01 2021-12-31 0001838359 us-gaap:SalesRevenueNetMember rgti:RigettiHoldingsIncMember us-gaap:CustomerConcentrationRiskMember rgti:CustomerBMember 2021-02-01 2021-12-31 0001838359 us-gaap:SalesRevenueNetMember rgti:RigettiHoldingsIncMember us-gaap:CustomerConcentrationRiskMember rgti:CustomerAMember 2021-02-01 2021-12-31 0001838359 us-gaap:AccountsReceivableMember rgti:ThreeCustomersMember rgti:RigettiHoldingsIncMember us-gaap:CustomerConcentrationRiskMember 2021-02-01 2021-12-31 0001838359 us-gaap:CustomerConcentrationRiskMember rgti:RigettiHoldingsIncMember us-gaap:SalesRevenueNetMember rgti:FiveCustomersMember 2021-02-01 2021-12-31 0001838359 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember srt:MinimumMember rgti:RigettiHoldingsIncMember 2021-02-01 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:AdditionalPaidInCapitalMember 2021-02-01 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:CommonStockMember 2021-02-01 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember rgti:CommonStockWarrantsMember 2021-02-01 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-02-01 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember 2021-02-01 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:RetainedEarningsMember 2021-02-01 2021-12-31 0001838359 us-gaap:SubsequentEventMember 2022-01-01 2022-12-31 0001838359 us-gaap:SubsequentEventMember 2023-01-01 2023-12-31 0001838359 rgti:ConvertibleNotesMember rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel3Member 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember 2020-02-01 2021-01-31 0001838359 rgti:SimpleAgreementForFutureEquityMember rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel3Member 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2020-02-01 2021-01-31 0001838359 us-gaap:CommonStockMember rgti:RigettiHoldingsIncMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:AdditionalPaidInCapitalMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:RedeemableConvertiblePreferredStockMember rgti:SeriesCOneRedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember rgti:ConversionOfSimpleAgreementsForFutureEquityMember us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2020-02-01 2021-01-31 0001838359 us-gaap:AdditionalPaidInCapitalMember rgti:IssuedToCustomerMember rgti:RigettiHoldingsIncMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember rgti:IssuedToCustomerMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember rgti:SeriesCOneRedeemableConvertiblePreferredStockMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:AdditionalPaidInCapitalMember rgti:SeriesCOneRedeemableConvertiblePreferredStockMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember rgti:ConversionOfConvertibleNotesMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember rgti:ConversionOfConvertibleNotesMember us-gaap:AdditionalPaidInCapitalMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember rgti:ConversionOfConvertibleNotesMember us-gaap:CommonStockMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:RedeemableConvertiblePreferredStockMember rgti:ConversionOfConvertibleNotesMember us-gaap:PreferredStockMember 2020-02-01 2021-01-31 0001838359 us-gaap:TransferredOverTimeMember 2020-02-01 2021-01-31 0001838359 us-gaap:TransferredAtPointInTimeMember 2020-02-01 2021-01-31 0001838359 rgti:QuantumComputingComponentsMember 2020-02-01 2021-01-31 0001838359 rgti:AccessToQuantumComputingSystemsMember 2020-02-01 2021-01-31 0001838359 rgti:CollaborativeResearchAndOtherProfessionalServicesMember 2020-02-01 2021-01-31 0001838359 country:US rgti:RigettiHoldingsIncMember 2020-02-01 2021-01-31 0001838359 country:GB rgti:RigettiHoldingsIncMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember country:AU 2020-02-01 2021-01-31 0001838359 us-gaap:RevenueFromContractWithCustomerMember country:US rgti:RigettiHoldingsIncMember us-gaap:GeographicConcentrationRiskMember 2020-02-01 2021-01-31 0001838359 us-gaap:RevenueFromContractWithCustomerMember country:GB rgti:RigettiHoldingsIncMember us-gaap:GeographicConcentrationRiskMember 2020-02-01 2021-01-31 0001838359 us-gaap:RevenueFromContractWithCustomerMember country:AU rgti:RigettiHoldingsIncMember us-gaap:GeographicConcentrationRiskMember 2020-02-01 2021-01-31 0001838359 us-gaap:CommonClassAMember rgti:RigettiHoldingsIncMember 2020-02-01 2021-01-31 0001838359 us-gaap:CommonClassBMember rgti:RigettiHoldingsIncMember 2020-02-01 2021-01-31 0001838359 rgti:ConvertibleSeriesC1PreferredStockMemberMember us-gaap:CommonClassBMember rgti:RigettiHoldingsIncMember 2020-02-01 2021-01-31 0001838359 us-gaap:RestrictedStockUnitsRSUMember rgti:RigettiHoldingsIncMember us-gaap:CommonClassAMember 2020-02-01 2021-01-31 0001838359 us-gaap:EmployeeStockOptionMember rgti:RigettiHoldingsIncMember us-gaap:CommonClassAMember 2020-02-01 2021-01-31 0001838359 us-gaap:CommonClassAMember rgti:RigettiHoldingsIncMember us-gaap:WarrantMember 2020-02-01 2021-01-31 0001838359 rgti:ConvertibleSeriesCPreferredStockMember rgti:RigettiHoldingsIncMember us-gaap:CommonClassAMember 2020-02-01 2021-01-31 0001838359 us-gaap:SellingGeneralAndAdministrativeExpensesMember rgti:RigettiHoldingsIncMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:ResearchAndDevelopmentExpenseMember 2020-02-01 2021-01-31 0001838359 us-gaap:OtherOperatingIncomeExpenseMember rgti:February2020ConvertibleNotesMember rgti:RigettiHoldingsIncMember 2020-02-01 2021-01-31 0001838359 us-gaap:OtherOperatingIncomeExpenseMember rgti:SafeMember rgti:RigettiHoldingsIncMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember srt:MaximumMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember srt:MinimumMember 2020-02-01 2021-01-31 0001838359 us-gaap:SalesRevenueNetMember rgti:RigettiHoldingsIncMember us-gaap:CustomerConcentrationRiskMember rgti:CustomerEMember 2020-02-01 2021-01-31 0001838359 us-gaap:SalesRevenueNetMember rgti:RigettiHoldingsIncMember us-gaap:CustomerConcentrationRiskMember rgti:CustomerCMember 2020-02-01 2021-01-31 0001838359 us-gaap:SalesRevenueNetMember rgti:RigettiHoldingsIncMember us-gaap:CustomerConcentrationRiskMember rgti:CustomerBMember 2020-02-01 2021-01-31 0001838359 us-gaap:CustomerConcentrationRiskMember rgti:OneCustomerMember rgti:RigettiHoldingsIncMember us-gaap:AccountsReceivableMember 2020-02-01 2021-01-31 0001838359 us-gaap:CustomerConcentrationRiskMember rgti:ThreeCustomersMember rgti:RigettiHoldingsIncMember us-gaap:SalesRevenueNetMember 2020-02-01 2021-01-31 0001838359 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember srt:MinimumMember rgti:RigettiHoldingsIncMember 2020-02-01 2021-01-31 0001838359 rgti:SeriesCRedeemableConvertiblePreferredStockMember rgti:WarrantsToPurchaseClassACommonStockMember rgti:RigettiHoldingsIncMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember 2020-02-01 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:RetainedEarningsMember 2020-02-01 2021-01-31 0001838359 rgti:SeriesC1preferredStockMember rgti:RigettiHoldingsIncMember 2020-02-01 0001838359 us-gaap:SeriesCPreferredStockMember rgti:RigettiHoldingsIncMember 2020-02-01 0001838359 rgti:RigettiHoldingsIncMember us-gaap:CommonClassAMember 2020-02-01 0001838359 us-gaap:SeriesCPreferredStockMember rgti:RigettiHoldingsIncMember 2020-02-01 2020-02-29 0001838359 us-gaap:SeriesCPreferredStockMember rgti:February2020ConvertibleNotesMember rgti:RigettiHoldingsIncMember 2020-02-01 2020-02-29 0001838359 us-gaap:CommonClassAMember rgti:February2020ConvertibleNotesMember rgti:RigettiHoldingsIncMember 2020-02-01 2020-02-29 0001838359 us-gaap:CommonClassAMember rgti:InitialConvertibleNotesMember rgti:RigettiHoldingsIncMember 2020-02-01 2020-02-29 0001838359 rgti:SeriesC1PreferredStockMember rgti:InitialConvertibleNotesMember rgti:RigettiHoldingsIncMember 2020-02-01 2020-02-29 0001838359 us-gaap:SeriesCPreferredStockMember rgti:InitialConvertibleNotesMember rgti:RigettiHoldingsIncMember 2020-02-01 2020-02-29 0001838359 rgti:RigettiHoldingsIncMember rgti:February2020ConvertibleNotesMember 2020-02-01 2020-02-29 0001838359 rgti:DebtFinancingMember us-gaap:SubsequentEventMember rgti:RigettiHoldingsIncMember 2022-01-31 0001838359 rgti:TrancheCMember 2022-01-31 0001838359 rgti:RigettiHoldingsIncMember 2022-01-31 0001838359 rgti:DebtFinancingMember us-gaap:SubsequentEventMember rgti:RigettiHoldingsIncMember 2022-01-01 2022-01-31 0001838359 rgti:DebtFinancingMember us-gaap:SubsequentEventMember rgti:RigettiHoldingsIncMember 2022-04-01 0001838359 rgti:EquityPlanMember us-gaap:SubsequentEventMember us-gaap:RestrictedStockUnitsRSUMember rgti:RigettiHoldingsIncMember 2022-01-25 2022-01-25 0001838359 rgti:EquityPlanMember us-gaap:SubsequentEventMember us-gaap:RestrictedStockUnitsRSUMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember rgti:RigettiHoldingsIncMember 2022-01-25 2022-01-25 0001838359 rgti:EquityPlanMember us-gaap:SubsequentEventMember us-gaap:ShareBasedCompensationAwardTrancheOneMember us-gaap:RestrictedStockUnitsRSUMember rgti:RigettiHoldingsIncMember 2022-01-25 2022-01-25 0001838359 us-gaap:SubsequentEventMember rgti:CollaborationAgreementMember rgti:BusinessCombinationMember rgti:RigettiHoldingsIncMember 2022-03-01 2022-03-01 0001838359 us-gaap:SubsequentEventMember rgti:BusinessCombinationMember rgti:SubscriptionAgreementMember rgti:RigettiHoldingsIncMember 2022-03-02 2022-03-02 0001838359 us-gaap:SubsequentEventMember rgti:BusinessCombinationMember rgti:CollaborationAgreementMember rgti:RigettiHoldingsIncMember 2022-03-02 2022-03-02 0001838359 us-gaap:SubsequentEventMember rgti:SponsorSupportAgreementMember rgti:EqualOrExceedsFifteenPerShareMember rgti:RigettiHoldingsIncMember 2022-03-02 2022-03-02 0001838359 us-gaap:SubsequentEventMember rgti:SponsorSupportAgreementMember rgti:EqualsOrExceedsTwelvePointFivePerShareMember rgti:RigettiHoldingsIncMember 2022-03-02 2022-03-02 0001838359 rgti:RigettiHoldingsIncMember rgti:BusinessCombinationMember rgti:WarrantSubscriptionAgreementMember us-gaap:SubsequentEventMember 2022-03-02 2022-03-02 0001838359 us-gaap:SubsequentEventMember rgti:BusinessCombinationMember rgti:RigettiHoldingsIncMember rgti:SubscriptionAgreementMember 2022-03-02 0001838359 rgti:RigettiHoldingsIncMember rgti:CollaborationAgreementMember rgti:BusinessCombinationMember us-gaap:SubsequentEventMember 2022-03-02 0001838359 us-gaap:SubsequentEventMember rgti:WarrantSubscriptionAgreementMember rgti:BusinessCombinationMember rgti:RigettiHoldingsIncMember 2022-03-02 0001838359 us-gaap:MeasurementInputPriceVolatilityMember rgti:AtinitialrecognitionMember rgti:PrivateWarrantMember 2022-03-02 0001838359 us-gaap:MeasurementInputSharePriceMember rgti:AtinitialrecognitionMember rgti:PrivateWarrantMember 2022-03-02 0001838359 us-gaap:MeasurementInputExercisePriceMember rgti:AtinitialrecognitionMember rgti:PrivateWarrantMember 2022-03-02 0001838359 us-gaap:MeasurementInputRiskFreeInterestRateMember rgti:AtinitialrecognitionMember rgti:PrivateWarrantMember 2022-03-02 0001838359 us-gaap:MeasurementInputExpectedTermMember rgti:AtinitialrecognitionMember rgti:PrivateWarrantMember 2022-03-02 0001838359 us-gaap:MeasurementInputExpectedDividendRateMember rgti:AtinitialrecognitionMember rgti:PrivateWarrantMember 2022-03-02 0001838359 us-gaap:MeasurementInputSharePriceMember 2022-03-02 0001838359 rgti:SimulatedTradingDaysMember 2022-03-02 0001838359 us-gaap:MeasurementInputPriceVolatilityMember 2022-03-02 0001838359 us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-03-02 0001838359 rgti:EstimatedPeriodOfExpirationMember 2022-03-02 0001838359 us-gaap:CommonClassBMember rgti:ConversionOfCommonStockSharesFromThePreviousCompanyToTheCurrentCompanyMember 2022-03-02 0001838359 us-gaap:CommonClassAMember rgti:ConversionOfCommonStockSharesFromThePreviousCompanyToTheCurrentCompanyMember 2022-03-02 0001838359 us-gaap:CommonClassAMember rgti:ConversionOfCommonStockSharesFromThePreviousCompanyToTheCurrentCompanyMember rgti:RigettiHoldingsIncMember 2022-03-02 0001838359 rgti:SponsorMember rgti:EarnoutLiabilityMember 2022-03-02 0001838359 us-gaap:ShareBasedCompensationAwardTrancheOneMember rgti:WarrantSubscriptionAgreementMember us-gaap:SubsequentEventMember rgti:RigettiHoldingsIncMember 2022-06-30 2022-06-30 0001838359 us-gaap:ShareBasedCompensationAwardTrancheTwoMember rgti:WarrantSubscriptionAgreementMember us-gaap:SubsequentEventMember rgti:RigettiHoldingsIncMember 2022-06-30 2022-06-30 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember rgti:AmpereComputingLlcMember 2022-06-30 2022-06-30 0001838359 rgti:ForwardWarrantAgreementMember rgti:AmpereComputingLlcMember 2022-06-30 2022-06-30 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiMember us-gaap:ShareBasedCompensationAwardTrancheOneMember rgti:AmpereComputingLlcMember 2022-06-30 2022-06-30 0001838359 rgti:SupernovaAcquistionMember rgti:SponsorAgreementMember rgti:TrancheTwoMember 2022-06-30 2022-06-30 0001838359 rgti:SupernovaAcquistionMember rgti:SponsorAgreementMember rgti:TrancheOneMember 2022-06-30 2022-06-30 0001838359 us-gaap:CommonClassAMember rgti:RigettiHoldingsIncMember 2020-06-01 0001838359 us-gaap:CommonClassBMember rgti:RigettiHoldingsIncMember 2020-06-01 0001838359 us-gaap:CommonClassAMember rgti:RigettiHoldingsIncMember 2020-06-01 2020-06-30 0001838359 us-gaap:CommonClassBMember rgti:RigettiHoldingsIncMember 2020-06-01 2020-06-30 0001838359 rgti:TwoThousandThirteenEquityIncentivePlanMember rgti:RigettiHoldingsIncMember 2020-05-01 0001838359 rgti:TwoThousandThirteenEquityIncentivePlanMember rgti:RigettiHoldingsIncMember 2020-05-01 2020-05-31 0001838359 us-gaap:RestrictedStockUnitsRSUMember rgti:RigettiHoldingsIncMember 2021-04-01 2021-04-01 0001838359 us-gaap:RestrictedStockUnitsRSUMember rgti:RigettiHoldingsIncMember 2021-10-28 2021-10-28 0001838359 rgti:TrancheAMember rgti:LoanAndSecurityAgreementMember rgti:VentureCapitalMember 2021-03-31 0001838359 rgti:LoanAndSecurityAgreementMember rgti:TrancheAMember rgti:VentureCapitalMember rgti:RigettiHoldingsIncMember 2021-03-31 0001838359 rgti:RigettiHoldingsIncMember 2021-03-31 0001838359 rgti:CommonStockWarrantsMember 2021-03-31 0001838359 rgti:LoanAndSecurityAgreementMember rgti:TrancheBMember rgti:VentureCapitalMember 2021-05-31 0001838359 rgti:LoanAndSecurityAgreementMember rgti:TrancheBMember rgti:RigettiHoldingsIncMember rgti:VentureCapitalMember 2021-05-31 0001838359 rgti:LoanAndSecurityAgreementMember srt:MaximumMember rgti:RigettiHoldingsIncMember 2021-05-31 0001838359 rgti:LoanAndSecurityAgreementMember srt:MinimumMember rgti:RigettiHoldingsIncMember 2021-05-31 0001838359 rgti:RigettiHoldingsIncMember rgti:LoanAndSecurityAgreementMember 2021-05-31 0001838359 rgti:LoanAndSecurityAgreementMember 2021-05-31 0001838359 rgti:RigettiHoldingsIncMember rgti:VentureCapitalMember rgti:TrancheBMember rgti:LoanAndSecurityAgreementMember 2021-05-31 2021-05-31 0001838359 rgti:LoanAndSecurityAgreementMember rgti:TrancheBMember rgti:VentureCapitalMember 2021-05-31 2021-05-31 0001838359 rgti:LoanAndSecurityAgreementMember srt:MaximumMember rgti:RigettiHoldingsIncMember rgti:VentureCapitalMember rgti:TrancheBMember 2021-05-31 2021-05-31 0001838359 rgti:LoanAndSecurityAgreementMember srt:MinimumMember rgti:RigettiHoldingsIncMember rgti:VentureCapitalMember rgti:TrancheBMember 2021-05-31 2021-05-31 0001838359 rgti:LoanAndSecurityAgreementMember rgti:TrancheBMember srt:MaximumMember rgti:VentureCapitalMember 2021-05-31 2021-05-31 0001838359 rgti:LoanAndSecurityAgreementMember rgti:TrancheBMember srt:MinimumMember rgti:VentureCapitalMember 2021-05-31 2021-05-31 0001838359 rgti:LoanAndSecurityAgreementMember 2021-05-31 2021-05-31 0001838359 rgti:LoanAndSecurityAgreementMember us-gaap:PrimeRateMember 2021-05-31 2021-05-31 0001838359 rgti:RigettiHoldingsIncMember rgti:SafeMember 2020-01-31 0001838359 rgti:RigettiHoldingsIncMember 2019-06-30 0001838359 rgti:RigettiHoldingsIncMember 2019-08-31 0001838359 rgti:February2020ConvertibleNotesMember rgti:RigettiHoldingsIncMember 2020-02-29 0001838359 rgti:InitialConvertibleNotesMember rgti:RigettiHoldingsIncMember 2020-02-29 0001838359 rgti:SafeMember rgti:RigettiHoldingsIncMember 2019-10-01 2019-10-31 0001838359 rgti:SafeMember rgti:RigettiHoldingsIncMember 2019-10-31 0001838359 rgti:RigettiHoldingsIncMember 2021-01-31 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember rgti:ItHardwareMember 2021-01-31 2021-01-31 0001838359 us-gaap:FurnitureAndFixturesMember rgti:RigettiHoldingsIncMember 2021-01-31 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember rgti:ProcessEquipmentMember 2021-01-31 2021-01-31 0001838359 rgti:QuantumComputingFridgesMember srt:MaximumMember rgti:RigettiHoldingsIncMember 2021-01-31 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember srt:MinimumMember rgti:QuantumComputingFridgesMember 2021-01-31 2021-01-31 0001838359 us-gaap:CommonClassAMember rgti:CommonStockWarrantsMember rgti:RigettiHoldingsIncMember 2020-02-28 0001838359 us-gaap:CommonClassAMember rgti:CommonStockWarrantsMember 2020-02-28 0001838359 rgti:SafeMember rgti:RigettiHoldingsIncMember 2019-02-01 2020-01-31 0001838359 rgti:February2020ConvertibleNotesMember rgti:RigettiHoldingsIncMember 2019-02-01 2020-01-31 0001838359 us-gaap:RedeemableConvertiblePreferredStockMember 2022-06-30 0001838359 us-gaap:FairValueInputsLevel1Member 2022-06-30 0001838359 us-gaap:FairValueInputsLevel2Member 2022-06-30 0001838359 us-gaap:FairValueInputsLevel3Member 2022-06-30 0001838359 rgti:PublicWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:DerivativeMember 2022-06-30 0001838359 rgti:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:DerivativeMember 2022-06-30 0001838359 rgti:PrivateWarrantMember us-gaap:FairValueInputsLevel3Member us-gaap:DerivativeMember 2022-06-30 0001838359 rgti:PrivateWarrantMember us-gaap:FairValueInputsLevel2Member us-gaap:DerivativeMember 2022-06-30 0001838359 rgti:PrivateWarrantMember us-gaap:FairValueInputsLevel1Member us-gaap:DerivativeMember 2022-06-30 0001838359 rgti:PublicWarrantsMember 2022-06-30 0001838359 us-gaap:PrivatePlacementMember 2022-06-30 0001838359 rgti:SeriesCRedeemableConvertiblePreferredStockMember rgti:WarrantsToPurchaseClassACommonStockMember 2022-06-30 0001838359 rgti:CommonStockWarrantsMember 2022-06-30 0001838359 us-gaap:RestrictedStockUnitsRSUMember 2022-06-30 0001838359 us-gaap:EmployeeStockOptionMember 2022-06-30 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember 2022-06-30 0001838359 us-gaap:MeasurementInputExpectedTermMember rgti:ForwardWarrantAgreementMember srt:MinimumMember 2022-06-30 0001838359 us-gaap:MeasurementInputExpectedTermMember rgti:ForwardWarrantAgreementMember srt:MaximumMember 2022-06-30 0001838359 us-gaap:MeasurementInputRiskFreeInterestRateMember rgti:ForwardWarrantAgreementMember srt:MinimumMember 2022-06-30 0001838359 us-gaap:MeasurementInputRiskFreeInterestRateMember rgti:ForwardWarrantAgreementMember srt:MaximumMember 2022-06-30 0001838359 rgti:MeasurementInputProbabilityOfOccurringTheContingencyMember rgti:ForwardWarrantAgreementMember srt:MinimumMember 2022-06-30 0001838359 rgti:MeasurementInputProbabilityOfOccurringTheContingencyMember rgti:ForwardWarrantAgreementMember srt:MaximumMember 2022-06-30 0001838359 us-gaap:MeasurementInputSharePriceMember rgti:ForwardWarrantAgreementMember srt:MinimumMember 2022-06-30 0001838359 us-gaap:MeasurementInputSharePriceMember rgti:ForwardWarrantAgreementMember srt:MaximumMember 2022-06-30 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiMember rgti:AmpereComputingLlcMember 2022-06-30 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiMember us-gaap:ShareBasedCompensationAwardTrancheOneMember rgti:AmpereComputingLlcMember 2022-06-30 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember rgti:AmpereComputingLlcMember 2022-06-30 0001838359 rgti:TwoThousandTwentyTwoEquityIncentivePlanMember 2022-06-30 0001838359 rgti:LoanAndSecurityAgreementMember srt:MinimumMember 2022-06-30 0001838359 rgti:LoanAndSecurityAgreementMember srt:MaximumMember 2022-06-30 0001838359 rgti:LoanAndSecurityAgreementMember 2022-06-30 0001838359 us-gaap:MeasurementInputExercisePriceMember rgti:PrivateWarrantMember 2022-06-30 0001838359 us-gaap:MeasurementInputSharePriceMember rgti:PrivateWarrantMember 2022-06-30 0001838359 us-gaap:MeasurementInputPriceVolatilityMember rgti:PrivateWarrantMember 2022-06-30 0001838359 us-gaap:MeasurementInputRiskFreeInterestRateMember rgti:PrivateWarrantMember 2022-06-30 0001838359 us-gaap:MeasurementInputExpectedTermMember rgti:PrivateWarrantMember 2022-06-30 0001838359 us-gaap:MeasurementInputExpectedDividendRateMember rgti:PrivateWarrantMember 2022-06-30 0001838359 rgti:VestedCustomerWarrantsMember 2022-06-30 0001838359 rgti:UnvestedCustomerWarrantsMember 2022-06-30 0001838359 rgti:TrinityWarrantsMember 2022-06-30 0001838359 us-gaap:CommonClassAMember rgti:CustomerWarrantsMember 2022-06-30 0001838359 us-gaap:MeasurementInputSharePriceMember 2022-06-30 0001838359 rgti:SimulatedTradingDaysMember 2022-06-30 0001838359 us-gaap:MeasurementInputPriceVolatilityMember 2022-06-30 0001838359 us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-06-30 0001838359 rgti:EstimatedPeriodOfExpirationMember 2022-06-30 0001838359 rgti:PromoteSponsorVestingSharesMember 2022-06-30 0001838359 rgti:SponsorRedemptionBasedVestingSharesMember 2022-06-30 0001838359 rgti:SeriesCRedeemableConvertiblePreferredStockMember 2022-06-30 0001838359 rgti:SeriesCOneRedeemableConvertiblePreferredStockMember 2022-06-30 0001838359 us-gaap:CommonClassAMember 2022-06-30 0001838359 us-gaap:CommonClassBMember 2022-06-30 0001838359 rgti:SupernovaAcquistionMember rgti:SponsorAgreementMember rgti:TrancheTwoMember 2022-06-30 0001838359 rgti:SupernovaAcquistionMember rgti:SponsorAgreementMember rgti:TrancheOneMember 2022-06-30 0001838359 rgti:SupernovaAcquistionMember 2022-06-30 0001838359 rgti:RigettiHoldingsIncMember 2022-06-30 0001838359 rgti:RemainderOfTwoThousandAndTwentyTwoMember 2022-06-30 0001838359 rgti:TwoThousandAndTwentyThreeMember 2022-06-30 0001838359 srt:MinimumMember rgti:ConditionForAnEmergingGrowthCompanyToBecomeALargeAccelaratedFilerMember 2022-06-30 0001838359 rgti:PrivatePlacementWarrantsMember 2022-06-30 0001838359 rgti:PublicWarrantsMember rgti:NumberOfSharesWhichTheWarrantHoldersAreEntiledToExercisePerShareInCaseEffectiveRegistrationStatementIsNotFiledMember 2022-06-30 0001838359 rgti:SponsorMember rgti:EarnoutLiabilityMember 2022-06-30 0001838359 us-gaap:FairValueInputsLevel1Member rgti:ContingentEarnOutLiabilityMember 2022-06-30 0001838359 us-gaap:FairValueInputsLevel2Member rgti:ContingentEarnOutLiabilityMember 2022-06-30 0001838359 us-gaap:FairValueInputsLevel3Member rgti:ContingentEarnOutLiabilityMember 2022-06-30 0001838359 us-gaap:SeriesCPreferredStockMember 2022-06-30 0001838359 rgti:SeriesC1preferredStockMember 2022-06-30 0001838359 us-gaap:PreferredStockMember 2022-06-30 0001838359 rgti:TrancheCMember 2022-06-30 0001838359 rgti:CollaborativeResearchAndOtherProfessionalServicesMember 2022-04-01 2022-06-30 0001838359 rgti:AccessToQuantumComputingSystemsMember 2022-04-01 2022-06-30 0001838359 us-gaap:TransferredOverTimeMember 2022-04-01 2022-06-30 0001838359 country:US 2022-04-01 2022-06-30 0001838359 country:GB 2022-04-01 2022-06-30 0001838359 us-gaap:CommonClassAMember 2022-04-01 2022-06-30 0001838359 us-gaap:RestrictedStockMember 2022-04-01 2022-06-30 0001838359 us-gaap:RestrictedStockUnitsRSUMember 2022-04-01 2022-06-30 0001838359 rgti:LoanAndSecurityAgreementMember 2022-04-01 2022-06-30 0001838359 us-gaap:ResearchAndDevelopmentExpenseMember 2022-04-01 2022-06-30 0001838359 us-gaap:SellingAndMarketingExpenseMember 2022-04-01 2022-06-30 0001838359 us-gaap:GeneralAndAdministrativeExpenseMember 2022-04-01 2022-06-30 0001838359 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember rgti:CustomerDMember 2022-04-01 2022-06-30 0001838359 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember rgti:CustomerCMember 2022-04-01 2022-06-30 0001838359 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember rgti:CustomerBMember 2022-04-01 2022-06-30 0001838359 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember rgti:CustomerAMember 2022-04-01 2022-06-30 0001838359 rgti:GovernmentEntitiesMember us-gaap:SalesRevenueNetMember us-gaap:RevenueFromRightsConcentrationRiskMember 2022-04-01 2022-06-30 0001838359 us-gaap:AdditionalPaidInCapitalMember 2022-04-01 2022-06-30 0001838359 us-gaap:CommonStockMember 2022-04-01 2022-06-30 0001838359 rgti:CommonStockWarrantsMember 2022-04-01 2022-06-30 0001838359 us-gaap:CommonClassAMember rgti:CustomerWarrantsMember 2022-04-01 2022-06-30 0001838359 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-04-01 2022-06-30 0001838359 us-gaap:RetainedEarningsMember 2022-04-01 2022-06-30 0001838359 country:US us-gaap:RevenueFromRightsConcentrationRiskMember us-gaap:SalesRevenueNetMember 2022-04-01 2022-06-30 0001838359 country:GB us-gaap:RevenueFromRightsConcentrationRiskMember us-gaap:SalesRevenueNetMember 2022-04-01 2022-06-30 0001838359 us-gaap:RevenueFromRightsConcentrationRiskMember us-gaap:SalesRevenueNetMember 2022-04-01 2022-06-30 0001838359 us-gaap:WarrantMember 2022-04-01 2022-06-30 0001838359 rgti:CollaborativeResearchAndOtherProfessionalServicesMember 2021-04-01 2021-06-30 0001838359 rgti:AccessToQuantumComputingSystemsMember 2021-04-01 2021-06-30 0001838359 us-gaap:TransferredAtPointInTimeMember 2021-04-01 2021-06-30 0001838359 us-gaap:TransferredOverTimeMember 2021-04-01 2021-06-30 0001838359 country:US 2021-04-01 2021-06-30 0001838359 country:GB 2021-04-01 2021-06-30 0001838359 us-gaap:CommonClassAMember 2021-04-01 2021-06-30 0001838359 us-gaap:RestrictedStockUnitsRSUMember 2021-04-01 2021-06-30 0001838359 us-gaap:RestrictedStockMember 2021-04-01 2021-06-30 0001838359 us-gaap:ResearchAndDevelopmentExpenseMember 2021-04-01 2021-06-30 0001838359 us-gaap:SellingAndMarketingExpenseMember 2021-04-01 2021-06-30 0001838359 us-gaap:GeneralAndAdministrativeExpenseMember 2021-04-01 2021-06-30 0001838359 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember rgti:CustomerBMember 2021-04-01 2021-06-30 0001838359 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember rgti:CustomerAMember 2021-04-01 2021-06-30 0001838359 rgti:GovernmentEntitiesMember us-gaap:SalesRevenueNetMember us-gaap:RevenueFromRightsConcentrationRiskMember 2021-04-01 2021-06-30 0001838359 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001838359 us-gaap:CommonStockMember 2021-04-01 2021-06-30 0001838359 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-04-01 2021-06-30 0001838359 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001838359 country:US us-gaap:RevenueFromRightsConcentrationRiskMember us-gaap:SalesRevenueNetMember 2021-04-01 2021-06-30 0001838359 country:GB us-gaap:RevenueFromRightsConcentrationRiskMember us-gaap:SalesRevenueNetMember 2021-04-01 2021-06-30 0001838359 us-gaap:RevenueFromRightsConcentrationRiskMember us-gaap:SalesRevenueNetMember 2021-04-01 2021-06-30 0001838359 us-gaap:WarrantMember 2021-04-01 2021-06-30 0001838359 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2022-01-01 2022-03-31 0001838359 us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001838359 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001838359 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-01 2022-03-31 0001838359 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001838359 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001838359 us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001838359 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-01 2021-03-31 0001838359 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001838359 rgti:DerivativeWarrantLiabilitiesMember rgti:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-06-30 0001838359 us-gaap:FairValueInputsLevel3Member rgti:ContingentEarnOutLiabilityMember 2022-01-01 2022-06-30 0001838359 us-gaap:FairValueInputsLevel3Member rgti:DerivativeWarrantLiabilitiesMember rgti:TrinityWarrantsMember 2022-01-01 2022-06-30 0001838359 rgti:ForwardWarrantAgreementMember us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-06-30 0001838359 rgti:CollaborativeResearchAndOtherProfessionalServicesMember 2022-01-01 2022-06-30 0001838359 rgti:AccessToQuantumComputingSystemsMember 2022-01-01 2022-06-30 0001838359 us-gaap:TransferredOverTimeMember 2022-01-01 2022-06-30 0001838359 country:US 2022-01-01 2022-06-30 0001838359 country:GB 2022-01-01 2022-06-30 0001838359 us-gaap:CommonClassAMember 2022-01-01 2022-06-30 0001838359 us-gaap:CommonClassAMember rgti:ConvertibleSeriesC1PreferredStockMemberMember 2022-01-01 2022-06-30 0001838359 us-gaap:CommonClassAMember rgti:ConvertibleSeriesCPreferredStockMember 2022-01-01 2022-06-30 0001838359 us-gaap:CommonClassAMember us-gaap:WarrantMember 2022-01-01 2022-06-30 0001838359 us-gaap:CommonClassAMember us-gaap:EmployeeStockOptionMember 2022-01-01 2022-06-30 0001838359 us-gaap:CommonClassAMember us-gaap:RestrictedStockUnitsRSUMember 2022-01-01 2022-06-30 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiMember rgti:AmpereComputingLlcMember 2022-01-01 2022-06-30 0001838359 us-gaap:RestrictedStockUnitsRSUMember 2022-01-01 2022-06-30 0001838359 us-gaap:RestrictedStockMember 2022-01-01 2022-06-30 0001838359 rgti:LoanAndSecurityAgreementMember 2022-01-01 2022-06-30 0001838359 us-gaap:ResearchAndDevelopmentExpenseMember 2022-01-01 2022-06-30 0001838359 us-gaap:SellingAndMarketingExpenseMember 2022-01-01 2022-06-30 0001838359 us-gaap:GeneralAndAdministrativeExpenseMember 2022-01-01 2022-06-30 0001838359 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember rgti:CustomerDMember 2022-01-01 2022-06-30 0001838359 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember rgti:CustomerCMember 2022-01-01 2022-06-30 0001838359 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember rgti:CustomerBMember 2022-01-01 2022-06-30 0001838359 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember rgti:CustomerAMember 2022-01-01 2022-06-30 0001838359 us-gaap:CustomerConcentrationRiskMember us-gaap:AccountsReceivableMember rgti:CustomerEMember 2022-01-01 2022-06-30 0001838359 rgti:CustomerDMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-06-30 0001838359 rgti:CustomerCMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-06-30 0001838359 rgti:CustomerBMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-06-30 0001838359 rgti:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-06-30 0001838359 rgti:GovernmentEntitiesMember us-gaap:SalesRevenueNetMember us-gaap:RevenueFromRightsConcentrationRiskMember 2022-01-01 2022-06-30 0001838359 rgti:WarrantsToPurchaseClassACommonStockMember 2022-01-01 2022-06-30 0001838359 rgti:TrinityWarrantsMember 2022-01-01 2022-06-30 0001838359 rgti:CommonStockWarrantsMember 2022-01-01 2022-06-30 0001838359 rgti:SeriesCRedeemableConvertiblePreferredStockMember rgti:WarrantsToPurchaseClassACommonStockMember 2022-01-01 2022-06-30 0001838359 us-gaap:CommonClassAMember rgti:CustomerWarrantsMember 2022-01-01 2022-06-30 0001838359 rgti:PublicWarrantsMember 2022-01-01 2022-06-30 0001838359 rgti:PrivateWarrantMember 2022-01-01 2022-06-30 0001838359 us-gaap:CommonClassBMember 2022-01-01 2022-06-30 0001838359 rgti:SeriesCRedeemableConvertiblePreferredStockMember 2022-01-01 2022-06-30 0001838359 rgti:SeriesCOneRedeemableConvertiblePreferredStockMember 2022-01-01 2022-06-30 0001838359 rgti:SponsorAgreementMember 2022-01-01 2022-06-30 0001838359 rgti:UnvestedCustomerWarrantsMember 2022-01-01 2022-06-30 0001838359 rgti:TwoThousandTwentyTwoEquityIncentivePlanMember 2022-01-01 2022-06-30 0001838359 srt:MinimumMember rgti:ConditionForAnEmergingGrowthCompanyToBecomeALargeAccelaratedFilerMember 2022-01-01 2022-06-30 0001838359 rgti:SponsorMember 2022-01-01 2022-06-30 0001838359 srt:MinimumMember us-gaap:EmployeeStockOptionMember 2022-01-01 2022-06-30 0001838359 rgti:ServiceBasedAndPerformanceBasedRestrictedStockUnitsMember rgti:TwoThousandThirteenEquityIncentivePlanMember 2022-01-01 2022-06-30 0001838359 srt:MaximumMember us-gaap:EmployeeStockOptionMember 2022-01-01 2022-06-30 0001838359 country:US us-gaap:RevenueFromRightsConcentrationRiskMember us-gaap:SalesRevenueNetMember 2022-01-01 2022-06-30 0001838359 country:GB us-gaap:RevenueFromRightsConcentrationRiskMember us-gaap:SalesRevenueNetMember 2022-01-01 2022-06-30 0001838359 us-gaap:RevenueFromRightsConcentrationRiskMember us-gaap:SalesRevenueNetMember 2022-01-01 2022-06-30 0001838359 rgti:TrancheCMember 2022-01-01 2022-06-30 0001838359 us-gaap:WarrantMember 2022-01-01 2022-06-30 0001838359 rgti:CollaborativeResearchAndOtherProfessionalServicesMember 2021-01-01 2021-06-30 0001838359 rgti:AccessToQuantumComputingSystemsMember 2021-01-01 2021-06-30 0001838359 us-gaap:TransferredAtPointInTimeMember 2021-01-01 2021-06-30 0001838359 us-gaap:TransferredOverTimeMember 2021-01-01 2021-06-30 0001838359 country:US 2021-01-01 2021-06-30 0001838359 country:GB 2021-01-01 2021-06-30 0001838359 us-gaap:CommonClassAMember 2021-01-01 2021-06-30 0001838359 us-gaap:CommonClassAMember rgti:ConvertibleSeriesC1PreferredStockMemberMember 2021-01-01 2021-06-30 0001838359 us-gaap:CommonClassAMember rgti:ConvertibleSeriesCPreferredStockMember 2021-01-01 2021-06-30 0001838359 us-gaap:CommonClassAMember us-gaap:WarrantMember 2021-01-01 2021-06-30 0001838359 us-gaap:CommonClassAMember us-gaap:EmployeeStockOptionMember 2021-01-01 2021-06-30 0001838359 us-gaap:CommonClassAMember us-gaap:RestrictedStockUnitsRSUMember 2021-01-01 2021-06-30 0001838359 us-gaap:RestrictedStockUnitsRSUMember 2021-01-01 2021-06-30 0001838359 us-gaap:RestrictedStockMember 2021-01-01 2021-06-30 0001838359 us-gaap:ResearchAndDevelopmentExpenseMember 2021-01-01 2021-06-30 0001838359 us-gaap:SellingAndMarketingExpenseMember 2021-01-01 2021-06-30 0001838359 us-gaap:GeneralAndAdministrativeExpenseMember 2021-01-01 2021-06-30 0001838359 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember rgti:CustomerCMember 2021-01-01 2021-06-30 0001838359 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember rgti:CustomerBMember 2021-01-01 2021-06-30 0001838359 us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember rgti:CustomerEMember 2021-01-01 2021-06-30 0001838359 rgti:GovernmentEntitiesMember us-gaap:SalesRevenueNetMember us-gaap:RevenueFromRightsConcentrationRiskMember 2021-01-01 2021-06-30 0001838359 rgti:UnvestedCustomerWarrantsMember 2021-01-01 2021-06-30 0001838359 us-gaap:CommonStockMember 2021-01-01 2021-06-30 0001838359 country:US us-gaap:RevenueFromRightsConcentrationRiskMember us-gaap:SalesRevenueNetMember 2021-01-01 2021-06-30 0001838359 country:GB us-gaap:RevenueFromRightsConcentrationRiskMember us-gaap:SalesRevenueNetMember 2021-01-01 2021-06-30 0001838359 us-gaap:RevenueFromRightsConcentrationRiskMember us-gaap:SalesRevenueNetMember 2021-01-01 2021-06-30 0001838359 us-gaap:WarrantMember 2021-01-01 2021-06-30 0001838359 rgti:TrancheCMember 2022-01-31 2022-01-31 0001838359 rgti:TrancheCMember us-gaap:PrimeRateMember 2022-01-31 2022-01-31 0001838359 us-gaap:MeasurementInputSharePriceMember 2022-06-02 0001838359 us-gaap:MeasurementInputExercisePriceMember 2022-06-02 0001838359 us-gaap:MeasurementInputPriceVolatilityMember 2022-06-02 0001838359 us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-06-02 0001838359 us-gaap:MeasurementInputExpectedTermMember 2022-06-02 0001838359 us-gaap:MeasurementInputExpectedDividendRateMember 2022-06-02 0001838359 rgti:CommonStockWarrantsMember 2022-06-02 0001838359 us-gaap:SubsequentEventMember us-gaap:CommonClassAMember rgti:CommonStockPurchaseAgreementMember 2022-08-11 0001838359 us-gaap:SubsequentEventMember 2022-08-11 0001838359 us-gaap:SubsequentEventMember 2022-08-11 2022-08-11 0001838359 us-gaap:SubsequentEventMember rgti:CommonStockPurchaseAgreementMember 2022-08-11 2022-08-11 0001838359 rgti:SupernovaAcquistionMember rgti:InitialSubscriptionAgreementMember rgti:PrivateInvestmentInPublicEquityInvestorsMember 2021-12-01 0001838359 rgti:RigettiHoldingsIncMember us-gaap:SubsequentEventMember rgti:DebtFinancingMember 2022-04-01 2022-04-30 0001838359 rgti:RigettiHoldingsIncMember 2022-02-01 2022-12-31 0001838359 rgti:RigettiHoldingsIncMember 2020-02-01 2020-12-31 0001838359 rgti:RigettiHoldingsIncMember 2020-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:CommonStockMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:RetainedEarningsMember 2021-12-31 0001838359 rgti:ConvertibleNotesMember rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel3Member 2020-01-31 0001838359 rgti:SimpleAgreementForFutureEquityMember rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel3Member 2020-01-31 0001838359 rgti:DerivativeWarrantLiabilitiesMember rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel3Member 2020-01-31 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel3Member 2020-01-31 0001838359 us-gaap:PreferredStockMember rgti:RigettiHoldingsIncMember us-gaap:RedeemableConvertiblePreferredStockMember 2020-01-31 0001838359 us-gaap:CommonStockMember rgti:RigettiHoldingsIncMember 2020-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:AdditionalPaidInCapitalMember 2020-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:RetainedEarningsMember 2020-01-31 0001838359 rgti:RigettiHoldingsIncMember 2020-01-31 0001838359 rgti:NewlyStatedMember us-gaap:RedeemableConvertiblePreferredStockMember rgti:RigettiHoldingsIncMember us-gaap:PreferredStockMember 2020-01-31 0001838359 rgti:RigettiHoldingsIncMember rgti:NewlyStatedMember us-gaap:CommonStockMember 2020-01-31 0001838359 us-gaap:AdditionalPaidInCapitalMember rgti:NewlyStatedMember rgti:RigettiHoldingsIncMember 2020-01-31 0001838359 rgti:RigettiHoldingsIncMember rgti:NewlyStatedMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-31 0001838359 rgti:RigettiHoldingsIncMember rgti:NewlyStatedMember us-gaap:RetainedEarningsMember 2020-01-31 0001838359 rgti:RigettiHoldingsIncMember rgti:NewlyStatedMember 2020-01-31 0001838359 us-gaap:RedeemableConvertiblePreferredStockMember rgti:RigettiHoldingsIncMember srt:RestatementAdjustmentMember us-gaap:PreferredStockMember 2020-01-31 0001838359 srt:RestatementAdjustmentMember us-gaap:CommonStockMember rgti:RigettiHoldingsIncMember 2020-01-31 0001838359 rgti:ConvertibleNotesMember rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel3Member 2021-01-31 0001838359 rgti:SimpleAgreementForFutureEquityMember rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel3Member 2021-01-31 0001838359 rgti:DerivativeWarrantLiabilitiesMember rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel3Member 2021-01-31 0001838359 rgti:ForwardWarrantAgreementMember rgti:RigettiHoldingsIncMember us-gaap:FairValueInputsLevel3Member 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:CommonStockMember 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:AdditionalPaidInCapitalMember 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-31 0001838359 rgti:RigettiHoldingsIncMember us-gaap:RetainedEarningsMember 2021-01-31 0001838359 us-gaap:CommonStockMember 2022-06-30 0001838359 us-gaap:RetainedEarningsMember 2022-06-30 0001838359 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-06-30 0001838359 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001838359 us-gaap:PreferredStockMember us-gaap:RedeemableConvertiblePreferredStockMember 2022-06-30 0001838359 us-gaap:CommonStockMember 2021-06-30 0001838359 us-gaap:RetainedEarningsMember 2021-06-30 0001838359 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-06-30 0001838359 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001838359 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2021-06-30 0001838359 rgti:NewlyStatedMember 2021-12-31 0001838359 us-gaap:RetainedEarningsMember rgti:NewlyStatedMember 2021-12-31 0001838359 us-gaap:AccumulatedOtherComprehensiveIncomeMember rgti:NewlyStatedMember 2021-12-31 0001838359 us-gaap:AdditionalPaidInCapitalMember rgti:NewlyStatedMember 2021-12-31 0001838359 us-gaap:CommonStockMember rgti:NewlyStatedMember 2021-12-31 0001838359 us-gaap:RedeemableConvertiblePreferredStockMember rgti:NewlyStatedMember us-gaap:PreferredStockMember 2021-12-31 0001838359 us-gaap:AdditionalPaidInCapitalMember srt:RestatementAdjustmentMember 2021-12-31 0001838359 us-gaap:CommonStockMember srt:RestatementAdjustmentMember 2021-12-31 0001838359 us-gaap:RetainedEarningsMember 2021-12-31 0001838359 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0001838359 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001838359 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2021-12-31 0001838359 us-gaap:RedeemableConvertiblePreferredStockMember srt:RestatementAdjustmentMember us-gaap:PreferredStockMember 2021-12-31 0001838359 us-gaap:CommonStockMember 2021-12-31 0001838359 us-gaap:RetainedEarningsMember 2022-03-31 0001838359 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-03-31 0001838359 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001838359 us-gaap:CommonStockMember 2022-03-31 0001838359 rgti:NewlyStatedMember 2020-12-31 0001838359 us-gaap:RetainedEarningsMember rgti:NewlyStatedMember 2020-12-31 0001838359 us-gaap:AccumulatedOtherComprehensiveIncomeMember rgti:NewlyStatedMember 2020-12-31 0001838359 us-gaap:AdditionalPaidInCapitalMember rgti:NewlyStatedMember 2020-12-31 0001838359 us-gaap:CommonStockMember rgti:NewlyStatedMember 2020-12-31 0001838359 us-gaap:RedeemableConvertiblePreferredStockMember rgti:NewlyStatedMember us-gaap:PreferredStockMember 2020-12-31 0001838359 us-gaap:AdditionalPaidInCapitalMember srt:RestatementAdjustmentMember 2020-12-31 0001838359 us-gaap:CommonStockMember srt:RestatementAdjustmentMember 2020-12-31 0001838359 us-gaap:RetainedEarningsMember 2020-12-31 0001838359 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0001838359 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001838359 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2020-12-31 0001838359 us-gaap:RedeemableConvertiblePreferredStockMember srt:RestatementAdjustmentMember us-gaap:PreferredStockMember 2020-12-31 0001838359 us-gaap:CommonStockMember 2020-12-31 0001838359 us-gaap:CommonStockMember 2021-03-31 0001838359 us-gaap:RetainedEarningsMember 2021-03-31 0001838359 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-03-31 0001838359 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001838359 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2021-03-31 0001838359 us-gaap:FairValueInputsLevel3Member rgti:DerivativeWarrantLiabilitiesMember rgti:TrinityWarrantsMember 2021-12-31 0001838359 us-gaap:FairValueInputsLevel3Member rgti:ForwardWarrantAgreementMember 2021-12-31 0001838359 us-gaap:FairValueInputsLevel3Member rgti:PrivatePlacementWarrantsMember rgti:DerivativeWarrantLiabilitiesMember 2022-06-30 0001838359 us-gaap:FairValueInputsLevel3Member rgti:ForwardWarrantAgreementMember 2022-06-30 0001838359 us-gaap:CommonClassAMember rgti:StatusOfSharesOutstandingBeforeBusinessCombinationMember 2021-12-31 iso4217:USD xbrli:shares xbrli:pure utr:Month utr:Year utr:Day iso4217:USD xbrli:shares rgti:OperatingSegment rgti:ReportingSegment rgti:Director utr:Y
Table of Contents
As filed with the U.S. Securities and Exchange Commission on August
17
,
2022
Registration No. 333-            
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
RIGETTI COMPUTING, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
7374
 
88-0950636
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification No.)
775 Heinz Avenue
Berkeley, CA 94710
(510)
210-5550
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
 
Rick Danis
General Counsel
Rigetti Computing, Inc.
775 Heinz Avenue
Berkeley, CA 94710
(510)
210-5550
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies to:
Rupa Briggs
Christina T. Roupas
Sarah Sellers
Courtney M.W. Tygesson
Cooley LLP
55 Hudson Yards
New York, NY 10001
(212)
479-6000
 
 
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer      Accelerated filer  
       
Non-accelerated filer      Smaller reporting company  
       
         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 any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 
 

Table of Contents
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
Subject to Completion, Dated August
17
, 2022
PRELIMINARY PROSPECTUS
 
 
 
23,648,889 SHARES OF COMMON STOCK
This prospectus relates to the offer and resale of up to 23,648,889 shares of our common stock, $0.0001 per share (the “common stock”), by B. Riley Principal Capital II, LLC (“B. Riley” or the “selling stockholder”). The shares included in this prospectus consist of shares of common stock that we have issued or that we may, in our discretion, elect to issue and sell to B. Riley, from time to time after the date of this prospectus, pursuant to a Common Stock Purchase Agreement we entered into with B. Riley on August 11, 2022 (the “Purchase Agreement”), in which B. Riley has committed to purchase from us, at our direction, up to $75,000,000 of our common stock, subject to terms and conditions specified in the Purchase Agreement. Concurrently with our execution of the Purchase Agreement on August 11, 2022, we issued 171,008 shares of common stock to B. Riley as consideration for its irrevocable commitment to purchase shares of our common stock at our election in our sole discretion, from time to time after the date of this prospectus, upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement. See the section titled “Committed Equity Financing” for a description of the Purchase Agreement and the section titled “Selling Stockholder” for additional information regarding the selling stockholder.
We are not selling any shares of common stock being offered by this prospectus and will not receive any of the proceeds from the sale of such shares by B. Riley. However, we may receive up to $75,000,000 in aggregate gross proceeds from sales of our common stock to B. Riley that we may, in our discretion, elect to make, from time to time after the date of this prospectus, pursuant to the Purchase Agreement.
B. Riley may sell or otherwise dispose of the shares of common stock included in this prospectus in a number of different ways and at varying prices. See the section titled “Plan of Distribution (Conflict of Interest)” for more information about how B. Riley may sell or otherwise dispose of the common stock being offered in this prospectus. B. Riley is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.
The common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “RGTI.” On August
16
, 2022, the last reported sales price of the common stock as reported on Nasdaq was 
$5.39
per share.
We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.
 
 
Investing in our securities involves a high degree of risks. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 20 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.
 
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
 
 
The date of this prospectus is            , 2022.

Table of Contents
TABLE OF CONTENTS
 
 
  
Page
 
  
 
1
 
  
 
2
 
  
 
4
 
  
 
9
 
  
 
18
 
  
 
20
 
  
 
62
 
  
 
72
 
  
 
73
 
  
 
74
 
  
 
96
 
  
 
117
 
  
 
124
 
  
 
149
 
  
 
152
 
  
 
155
 
  
 
157
 
  
 
169
 
  
 
173
 
  
 
176
 
  
 
176
 
  
 
176
 
  
 
II-10
 
 
 
You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date.
 
i

Table of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form
S-1
that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, B. Riley may, from time to time, sell the securities described in this prospectus. We will not receive any proceeds from the sale by B. Riley of the securities described in this prospectus.
Neither we nor B. Riley have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor B. Riley take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor B. Riley will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section titled “Where You Can Find More Information.”
On March 2, 2022 (the “Closing Date”), we consummated the transactions contemplated by that certain Agreement and Plan of Merger dated as of October 6, 2021, as amended on December 23, 2021 and January 10, 2022 (as amended, the “Merger Agreement”), by and among Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (“Supernova”), Supernova Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Supernova (“First Merger Sub”), Supernova Romeo Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Supernova (“Second Merger Sub”), and Rigetti Holdings, Inc., a Delaware corporation (“Legacy Rigetti”). As contemplated by the Merger Agreement, on March 1, 2022, Supernova was domesticated as a Delaware corporation and changed its name to “Rigetti Computing, Inc.” (the “Domestication”). On the Closing Date, (i) First Merger Sub merged with and into Legacy Rigetti, the separate corporate existence of First Merger Sub ceased and Legacy Rigetti survived as a wholly owned subsidiary of Rigetti Computing, Inc. (the “Surviving Corporation” and, such merger, the “First Merger”) and (ii) immediately following the First Merger, the Surviving Corporation merged with and into the Second Merger Sub, the separate corporate existence of the Surviving Corporation ceased and Second Merger Sub survived as a wholly owned subsidiary of Rigetti Computing, Inc. and changed its name to “Rigetti Intermediate LLC” (such merger transaction, the “Second Merger” and, together with the First Merger, the “Merger,” and, collectively with the Domestication, the PIPE Financing (as defined below) and the other transactions contemplated by the Merger Agreement, the “Business Combination”). The closing of the Business Combination is herein referred to as “the Closing.”
Unless the context indicates otherwise, references in this prospectus to the “Company,” “Rigetti,” “Rigetti Computing,” “we,” “us,” “our” and similar terms refer to Rigetti Computing, Inc. (f/k/a Supernova Partners Acquisition Company II, Ltd.) and its consolidated subsidiaries. References to “Supernova” refer to our predecessor company prior to the consummation of the Business Combination (the “Closing,” and the date of the consummation of the Business Combination, the “Closing Date”). References to “Legacy Rigetti” refer to Rigetti Holdings, Inc. prior to the Closing.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information
.
 
1

Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. We have based these forward-looking statements on our current expectations and projections about future events. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “could,” “will,” “would” or the negative of such terms or other similar expressions.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.
Forward-looking statements in this prospectus may include, for example, statements about:
 
   
our ability to achieve milestones, technological advancements, including with respect to executing on our technology roadmap and developing practical applications;
 
   
the potential of quantum computing and estimated market size and market growth including with respect to our long-term business strategy for quantum computing as a service (“Quantum Computing as a Service,” or “QCaaS”);
 
   
the success of our partnerships and collaborations;
 
   
our ability to accelerate our development of multiple generations of quantum processors;
 
   
customer concentration and the risk that a significant portion of our revenue currently depends on contracts with the public sector;
 
   
the outcome of any legal proceedings that may be instituted against us or others with respect to the Business Combination or other matters;
 
   
our ability to execute on our business strategy, including monetization of our products;
 
   
our financial performance, growth rate and market opportunity;
 
   
our ability to maintain the listing of our common stock and public warrants on the Nasdaq and the potential liquidity and trading of such securities;
 
   
the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, our ability to grow and manage growth profitably, maintain relationships with customers and suppliers and retain our management and key employees;
 
   
costs related to the Business Combination and operating as a public company;
 
   
our ability to establish and maintain effective internal controls over financial reporting;
 
   
changes in applicable laws or regulations;
 
   
the possibility that we may be adversely affected by other economic, business, or competitive factors;
 
2

Table of Contents
   
the evolution of the markets in which we compete;
 
   
our ability to implement our strategic initiatives, expansion plans and continue to innovate our existing services;
 
   
the expected use of proceeds of the Business Combination;
 
   
the sufficiency of our cash resources and our ability to raise additional capital;
 
   
unfavorable conditions in our industry, the global economy or global supply chain (including any supply chain impacts from the ongoing military conflict involving Russia and Ukraine and sanctions related thereto), including inflation and financial and credit market fluctuations;
 
   
changes in applicable laws or regulations;
 
   
our success in retaining or recruiting, or changes required in, our officers, key employees or directors;
 
   
our estimates regarding expenses, profitability, future revenue, capital requirements and needs for additional financing;
 
   
our ability to expand or maintain our existing customer base; and
 
   
the effect of
COVID-19
on the foregoing.
Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in any accompanying prospectus supplement.
Should one or more of the risks or uncertainties described in this prospectus, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the section entitled “Risk Factors” and in our periodic filings with the SEC. Our SEC filings are available publicly on the SEC’s website at
www.sec.gov
.
You should read this prospectus and any accompanying prospectus supplement completely and with the understanding that our actual future results, levels of activity and performance as well as other events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
 
3

Table of Contents
CERTAIN DEFINED TERMS
Unless the context otherwise requires, references in this prospectus to:
Ampere
” are to Ampere Computing LLC.
Ampere Warrant
” are to that certain warrant issued to Ampere pursuant to the Warrant Subscription Agreement.
BRS
” are to B. Riley Securities, Inc.
Beneficial Ownership Cap
” are to the limitation set out in the Purchase Agreement whereby we shall not issue or sell, and B. Riley shall not purchase or acquire, any shares of common stock which, when aggregated with all other shares of common stock then beneficially owned by B. Riley and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule
13d-3
promulgated thereunder), would result in the beneficial ownership by B. Riley of more than 4.99% of the outstanding shares of common stock.
Board
” are to the board of directors of Rigetti Computing, Inc. following the consummation of the Business Combination.
Business Combination
” are to the Domestication, the Merger and other transactions contemplated by the Merger Agreement, collectively, including the PIPE Financing.
Closing
” are to the closing of the Business Combination.
Closing Date
” are to March 2, 2022.
Commencement
” are to the initial satisfaction of the conditions to B. Riley’s purchase obligations set forth in the Purchase Agreement.
Commencement Date
” are to the date on which this registration statement has been declared effective by the SEC and all other conditions to B. Riley’s obligation to purchase common stock set forth in the Purchase Agreement have been initially satisfied.
Commitment Shares
” are to 171,008 duly authorized, validly issued, fully paid and
non-assessable
shares of common stock which, concurrently with the execution and delivery of the Purchase Agreement, we have caused our transfer agent to issue and deliver to B. Riley.
common stock
” are to the shares of common stock, par value $0.0001 per share, of Rigetti Computing, Inc..
Domestication
” are to the transfer by way of continuation and deregistration of Supernova from the Cayman Islands and the continuation and domestication of Supernova as a corporation incorporated in the State of Delaware which was effectuated on March 1, 2022.
Exchange Act
” are to the Securities Exchange Act of 1934, as amended.
Exchange Cap
” are to the maximum number of shares we shall issue pursuant to the Purchase Agreement; such limitation includes that we shall not issue or sell any shares of common stock pursuant to the Purchase Agreement, and B. Riley shall not purchase or acquire any shares of common stock pursuant to the Purchase Agreement, to the extent that after giving effect thereto, the aggregate number of shares of common stock that would be issued pursuant to the Purchase Agreement and the transactions contemplated thereby would exceed 23,648,889 (such number of shares equal to approximately 19.99% of the shares of common stock issued and outstanding immediately prior to the execution of the Purchase Agreement), which number of shares shall be
 
4

Table of Contents
reduced, on a
share-for-share
basis, by the number of shares of common stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by the Purchase Agreement under applicable Nasdaq rules. The Exchange Cap is not applicable if the average price per share paid by B. Riley for all of the shares of common stock that we direct B. Riley to purchase from us pursuant to the Purchase Agreement, if any, equals or exceeds $4.45 per share (which price is calculated based on the lower of the official closing price of our common stock on Nasdaq on the trading day immediately preceding the date of the Purchase Agreement and the average official closing price of our common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the date of the Purchase Agreement, as adjusted pursuant to applicable Nasdaq rules).
Exchange Ratio
” are to 0.786989052873439, as calculated pursuant to the Merger Agreement.
Excluded Transactions
” are to any of the following transactions, to the extent they occur during a VWAP Purchase Valuation Period or an Intraday VWAP Purchase Valuation Period, as applicable: (i) the opening or first purchase of our common stock at or following the open of trading on Nasdaq on the Purchase Date; (ii) the last or closing sale of common stock on Nasdaq on the Purchase Date; and (iii) all sales of our common stock on Nasdaq during the applicable VWAP Purchase Valuation Period or Intraday Purchase Valuation Period at a sale price less than the Minimum Price Threshold or the Intraday Minimum Price Threshold, as applicable.
GAAP
” are to generally accepted accounting principles in the United States, as applied on a consistent basis.
initial public offering
” or “
IPO
” are to Supernova’s initial public offering that was consummated on March 4, 2021.
Intraday Purchases
” are to, subject to the initial satisfaction of all of the conditions set forth in the Purchase Agreement on the Commencement Date and from time to time thereafter, our right, but not the obligation, to direct B. Riley, by our timely delivery to B. Riley of an Intraday Purchase Notice on the applicable Purchase Date therefor, to purchase a specified Intraday Purchase Share Amount, which shall not exceed the applicable Intraday Purchase Maximum Amount, at the applicable purchase price therefor.
Intraday Purchase Maximum Amount
” are to an Intraday Purchase limitation pursuant to which the Company may exercise its right to direct an Intraday Purchase in an amount not to exceed the lesser of: (i) 1,000,000 shares of common stock and (ii) 20% of the total aggregate volume of shares of our common stock traded on Nasdaq during the applicable “Intraday Purchase Valuation Period” for such Intraday Purchase, subject to certain adjustments, by the delivery to B. Riley of an Intraday Purchase Notice, so long as (i) the closing sale price of the common stock on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and (ii) all shares of common stock subject to all prior Purchases and all prior Intraday Purchases by B. Riley under the Purchase Agreement have been received by B. Riley prior to the time of delivery of such Intraday Purchase Notice. For purposes of calculating the Intraday Purchase Maximum Amount, Excluded Transactions during the applicable Intraday Purchase Valuation Period are excluded.
Intraday Minimum Price Threshold
” are to the applicable minimum price threshold specified by us in an Intraday Purchase Notice for an Intraday Purchase, or if we do not specify a minimum price threshold in such Intraday Purchase Notice, a price equal to 90% of the closing sale price of the common stock on the trading day immediately prior to the applicable Purchase Date for such Intraday Purchase.
Intraday Purchase Notice
” are to, with respect to an Intraday Purchase made pursuant to the Purchase Agreement, an irrevocable written purchase notice from us directing B. Riley to purchase a specified Intraday Purchase Share Amount and delivered and received (A) after the latest of (X) 10:00 a.m., New York City time, on such trading day, (Y) the ending time of the Purchases pursuant to a Purchase Notice or Intraday Purchases pursuant to an Intraday Purchase Notice, if any, occurring on the same trading day and (B) prior to the earlier of
 
5

Table of Contents
(X) 3:30 p.m., New York City time, on such trading day for such Intraday Purchase and (Y) such time that is exactly one hour immediately prior to the official close of the primary (or “regular”) trading session on Nasdaq if Nasdaq has theretofore publicly announced that the official close of the regular trading session shall be earlier than 4:00 p.m., New York City time, on such trading day for such Intraday Purchase, on such Purchase Date, at the applicable purchase price therefor.
Intraday Purchase Share Amount
” are to the total number of shares to be purchased by B. Riley in the relevant Intraday Purchase as specified in the applicable Intraday Purchase Notice.
Intraday Purchase Share Volume Maximum
” are to, with respect to an Intraday Purchase made pursuant to the Purchase Agreement, a number of shares of common stock equal to the quotient obtained by dividing (i) the Intraday Purchase Share Amount to be purchased by B. Riley in such Intraday Purchase by (ii) 0.20 (subject to certain adjustments). For purposes of calculating the Intraday Purchase Share Volume Maximum, Excluded Transactions during the applicable Intraday Purchase Valuation Period are excluded.
Legacy Rigetti
” are to Rigetti Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries since the consummation of the Rigetti Holding Company Reorganization on October 5, 2021 and prior to the consummation of the Business Combination, and to Rigetti & Co, Inc. and its consolidated subsidiaries prior to the consummation of the Rigetti Holding Company Reorganization on October 5, 2021.
Legacy Rigetti Board
” are to the board of directors of Legacy Rigetti.
Legacy
Rigetti common stock
” are to the common stock of Legacy Rigetti.
Legacy Rigetti Preferred Stock
” are to, collectively, the shares of preferred stock, par value $0.000001 per share, of Legacy Rigetti, of which shares have been designated as Series C Preferred Stock and Series
C-1
Preferred Stock.
Merger Agreement
” are to that certain Merger Agreement, dated October 6, 2021, by and among Supernova, Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti Holdings, Inc., and as amended on December 23, 2021 and further amended on January 10, 2022.
Minimum Price Threshold
” are to the applicable minimum price threshold specified by us in a Purchase Notice for a Purchase, or if we do not specify a minimum price threshold in such Purchase Notice, a price equal to 90% of the closing sale price of the common stock on the trading day immediately prior to the applicable Purchase Date for such Purchase.
Nasdaq
” are to The Nasdaq Capital Market.
PIPE Financing
” are to the transactions consummated in connection with Closing pursuant to the Subscription Agreements, in which the PIPE Investors collectively subscribed for an aggregate of 14,641,244 shares of common stock for an aggregate purchase price of $147,510,000.
private placement warrants
” are to the 4,450,000 private placement warrants that were issued to Supernova Sponsor as part of the closing of Supernova’s IPO, which are substantially identical to the public warrants sold as part of the units in Supernova’s IPO, subject to certain limited exceptions.
public warrants
” are to the redeemable warrants (including those that underlie the Supernova units) that were offered and sold by Supernova in its IPO or the redeemable warrants of Rigetti issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires.
Purchases
” are to, subject to the initial satisfaction of all of the conditions set forth in the Purchase Agreement on the Commencement Date and from time to time thereafter, our right, but not the obligation, to
 
6

Table of Contents
direct B. Riley, by our timely delivery to B. Riley of a Purchase Notice on the applicable Purchase Date therefor, to purchase a specified Purchase Share Amount, which shall not exceed the applicable Purchase Maximum Amount, at the applicable purchase price therefor.
Purchase Agreement
” are to that certain Common Stock Purchase Agreement, dated as of August 11, 2022, by and between us and B. Riley.
Purchase Date
” are to (i) with respect to a Purchase, the trading day on which B. Riley timely receives, (A) after 6:00 a.m., New York City time, and (B) prior to 9:00 a.m., New York City time, on such trading day, a valid Purchase Notice for such Purchase in accordance with the Purchase Agreement, and (ii) with respect to an Intraday Purchase made pursuant the Purchase Agreement, the trading day on which B. Riley timely receives a valid Intraday Purchase Notice for such Intraday Purchase in accordance the Purchase Agreement, (A) after the latest of (X) 10:00 a.m., New York City time, on such trading day, (Y) the ending time of the Purchases pursuant to a Purchase Notice or Intraday Purchases pursuant to an Intraday Purchase Notice, if any, occurring on the same trading day and (B) prior to the earlier of (X) 3:30 p.m., New York City time, on such trading day for such Intraday Purchase and (Y) such time that is exactly one hour immediately prior to the official close of the primary (or “regular”) trading session on Nasdaq if Nasdaq has theretofore publicly announced that the official close of the regular trading session shall be earlier than 4:00 p.m., New York City time, on such trading day for such Intraday Purchase.
Purchase Maximum Amount
” are to a Purchase limitation pursuant to which we may exercise our right to direct a Purchase in an amount not to exceed the lesser of: (i) 1,000,000 shares of common stock and (ii) 20% of the total aggregate number (or volume) of shares of common stock traded on Nasdaq during the Purchase Valuation Period (as defined below). For purposes of calculating the Purchase Maximum Amount, Excluded Transactions during the applicable Purchase Valuation Period are excluded.
Purchase Notice
” are to, with respect to a Purchase (other than an Intraday Purchase) made pursuant the Purchase Agreement, an irrevocable written purchase notice from us directing B. Riley to purchase a specified Purchase Share Amount and delivered and received after 6:00 a.m., New York City time, and prior to 9:00 a.m., New York City time, on the Purchase Date for such Purchase, at the applicable purchase price therefor.
Purchase Share Amount
” are to the total number of shares to be purchased by B. Riley in the relevant Purchase as specified in the applicable Purchase Notice.
Purchase Share Volume Maximum
” are to, with respect to a Purchase made pursuant to the Purchase Agreement, a number of shares of common stock equal to the quotient obtained by dividing (i) the Purchase Share Amount to be purchased by B. Riley in such Purchase, by (ii) 0.20 (subject to certain adjustments). For purposes of calculating the Purchase Share Volume Maximum, Excluded Transactions during the applicable Purchase Valuation Period are excluded.
Registration Rights Agreement
” are to that certain Registration Rights Agreement, dated as of August 11, 2022, by and between us and B. Riley.
Rigetti assumed warrants
” are to the warrants to purchase Legacy Rigetti common stock which were assumed and converted into a warrant to purchase shares of common stock in connection with the Business Combination, with each Rigetti assumed warrant subject to the same terms and conditions as were applicable to the original Legacy Rigetti warrant and having an exercise price and number of shares of common stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement.
Rigetti assumed options
” are to the options to purchase Legacy Rigetti common stock which were assumed and converted into an option to purchase shares of common stock in connection with the Business Combination, with each Rigetti assumed option subject to the same terms and conditions as were applicable to the original Legacy Rigetti option and having an exercise price and number of shares of common stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement.
 
7

Table of Contents
Rigetti assumed RSUs
” are to the restricted stock units to purchase Legacy Rigetti common stock which were assumed and converted into a restricted stock unit award to receive shares of common stock in connection with the Business Combination, with each Rigetti assumed RSU subject to the same terms and conditions as were applicable to the original Legacy Rigetti restricted stock unit award and the number of shares of common stock to which the Rigetti assumed RSU relates based on the Exchange Ratio and other terms contained in the Merger Agreement.
Rigetti Holding Company Reorganization
” are to the holding company reorganization pursuant to which (i) Rigetti & Co, Inc. established Rigetti Holdings, Inc. and Rigetti Intermediate Merger Sub Inc., each as wholly owned subsidiaries of Rigetti & Co, Inc., (ii) on October 5, 2021, pursuant to an Agreement and Plan of Merger (the “Holding Company Merger Agreement”) by and among Rigetti & Co, Inc., Rigetti Holdings, Inc. and Rigetti Intermediate Merger Sub, Inc., dated as of October 5, 2021, Rigetti Intermediate Merger Sub, Inc. merged with and into Rigetti & Co, Inc., with Rigetti & Co, Inc. surviving such merger as a wholly owned subsidiary of Rigetti Holdings, Inc., with all of the outstanding equity securities of Rigetti & Co, Inc. exchanged for identical equity securities of Rigetti Holdings, Inc. and (iii) on October 6, 2021, Rigetti & Co, Inc. was converted into a Delaware limited liability company and continues as “Rigetti & Co, LLC”.
SEC
” are to the Securities and Exchange Commission.
Securities Act
” are to the Securities Act of 1933, as amended.
selling stockholder
” or “
B. Riley
” are to B. Riley Principal Capital II, LLC.
Supernova
Class
 A ordinary shares
” are to the Class A ordinary shares, par value $0.0001 per share, of Supernova, which were automatically converted, on a
one-for-one
basis, into shares of Rigetti common stock in connection with the Domestication.
Supernova
Class
 B ordinary shares
” are to the Class B ordinary shares, par value $0.0001 per share, of Supernova which automatically converted in connection with the Domestication on a
one-for-one
basis, into shares of Rigetti common stock.
Supernova Sponsor
” are to Supernova Partners II LLC, a Cayman Islands exempted company.
Sponsor Support Agreement
” are to that certain Sponsor Agreement, dated as of October 6, 2021, by and among Supernova Sponsor, Supernova and Legacy Rigetti, as amended and modified from time to time.
Subscription Agreements
” are to the Initial Subscription Agreements and the Subsequent Subscription Agreements, entered into by Supernova and each of the PIPE Investors in connection with the PIPE Financing.
Supernova
” are to Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company, prior to the consummation of the Business Combination.
Supernova Board
” are to Supernova’s board of directors.
Threshold Price
” are to $1.00.
VWAP
” are to the volume weighted average price of the common stock, calculated in accordance with the Purchase Agreement.
warrant agreement
” are to the Warrant Agreement, dated March 1, 2021, between Supernova and American Stock Transfer & Trust Company, as warrant agent.
warrants
” are to the public warrants and the private placement warrants.
Warrant Subscription Agreement
” are to that certain agreement dated as of October 6, 2021, by and between Ampere and Legacy Rigetti.
 
8

Table of Contents
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Unless the context otherwise requires, we use the terms “Rigetti,” “Company,” “we,” “us” and “our” in this prospectus to refer to Rigetti Computing, Inc. and our wholly owned subsidiaries.
Overview
We build quantum computers and the superconducting quantum processors that power them. We believe quantum computing represents one of the most transformative emerging capabilities in the world today. By leveraging quantum mechanics, we believe our quantum computers process information in fundamentally new, more powerful ways than classical computers.
We have been deploying our quantum computers to end users over the cloud since 2017. We offer our full-stack quantum computing platform as a cloud service to a wide range of
end-users,
directly through our Rigetti QCS platform, and also through cloud service providers.
We have developed strong customer relationships and collaborative partnerships to accelerate the development of key technologies for high-value use cases that unlock strategic early markets. Our partners and customers include commercial enterprises such as Amazon Web Services, Astex Pharmaceuticals, Deloitte, Microsoft, Nasdaq and Standard Chartered Bank, along with U.S. government organizations such as DARPA, DOE, and NASA.
We are led by our founder and CEO, Dr. Chad Rigetti, a quantum computing entrepreneur and physicist. Since founding the company in 2013, Dr. Rigetti has led us in becoming a preeminent global leader in quantum computing. He has assembled a world class leadership team and board, and established a culture of innovation within the Company. In addition to his track record as an entrepreneur and executive leader, Dr. Rigetti is an inventor on 38 issued U.S. patents and the author of more than 20 peer-reviewed scientific publications that have received more than 4,000 total citations.
Powered by the production of our scalable multi-chip quantum processors in
Fab-1
and our full-stack product development approach, our goal is to deliver quantum computing systems that demonstrate clear performance advantages over classical computing alternatives for multiple high-impact application areas.
Background
Supernova was a blank check company incorporated on December 22, 2020 in the Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.
On the Closing Date, Rigetti consummated the Business Combination pursuant to the Merger Agreement. Supernova’s shareholders approved the Business Combination and Domestication at an extraordinary general meeting of shareholders held on February 28, 2022 (the “Extraordinary General Meeting”). In connection with the Extraordinary General Meeting and the Business Combination, holders of 22,915,538 of Supernova Class A ordinary shares, or 66.4% of the shares with redemption rights, exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of $229,155,380.
 
9

Table of Contents
On March 1, 2022, the business day prior to the Closing Date, Supernova effectuated the Domestication by filing a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filing a certificate of incorporation (the “Certificate of Incorporation”) and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Supernova was domesticated and continues as a Delaware corporation. The Board also adopted the Bylaws of the Company (the “Bylaws”) on March 1, 2022, which became effective on that date.
In connection with the Domestication, Supernova changed its name from Supernova Partners Acquisition Company II, Ltd. to Rigetti Computing, Inc. As a result of and upon the effective time of the Domestication, among other things, (1) each then issued and outstanding Supernova Class A ordinary share converted automatically, on a
one-for-one
basis, into a share of common stock; (2) each then issued and outstanding Supernova Class B ordinary share converted automatically, on a
one-for-one
basis, into a share of common stock; (3) each then issued and outstanding whole warrant of Supernova to purchase one Supernova Class A ordinary shares converted automatically into a warrant to acquire one share of common stock at an exercise price of $11.50 per share pursuant to the warrant agreement, between Supernova and American Stock Transfer & Trust Company, as warrant agent; and (4) each then issued and outstanding unit of Supernova (the “Supernova Units”) was separated and converted automatically into one share of common stock and
one-fourth
of one warrant to purchase common stock.
On the Closing Date, Rigetti consummated the First Merger and immediately following the First Merger, consummated the Second Merger. Immediately prior to the effective time of the First Merger, each share of Legacy Rigetti Preferred Stock converted into shares of Legacy Rigetti common stock in accordance with the Amended and Restated Certificate of Incorporation of Legacy Rigetti (such conversion, the “Legacy Rigetti Preferred Conversion”).
As a result of the First Merger, among other things, (1) all outstanding shares of Legacy Rigetti common stock as of immediately prior to the Closing (including Legacy Rigetti common stock resulting from the Legacy Rigetti Preferred Stock Conversion), were exchanged at the Exchange Ratio for an aggregate of 78,959,579 shares of common stock, (2) each warrant to purchase Legacy Rigetti common stock was assumed and converted into a Rigetti assumed warrant, with each Rigetti assumed warrant subject to the same terms and conditions as were applicable to the original Legacy Rigetti warrant and having an exercise price and number of shares of common stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement, (3) each option to purchase Legacy Rigetti common stock was assumed and converted into an option to purchase shares of common stock with each Rigetti assumed option subject to the same terms and conditions as were applicable to the original Legacy Rigetti option and with an exercise price and number of shares of common stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement and (4) each Legacy Rigetti restricted stock unit award was assumed and converted into a restricted stock unit award to receive shares of common stock, with each Rigetti assumed RSU subject to the same terms and conditions as were applicable to the original Legacy Rigetti restricted stock unit award and the number of shares of common stock to which the Rigetti assumed RSU relates based on the Exchange Ratio and other terms contained in the Merger Agreement.
Concurrently with the execution of the Merger Agreement, Supernova entered into Subscription Agreements (the “Initial Subscription Agreements”) with certain investors (together, the “Initial PIPE Investors”), pursuant to which the Initial PIPE Investors agreed to subscribe for and purchase, and Supernova agreed to issue and sell to the Initial PIPE Investors, an aggregate of 10,251,000 shares of common stock at a price of $10.00 per share, for aggregate gross proceeds of $102,510,000 (the “Initial PIPE Financing”). On December 23, 2021, Supernova
entered into Subscription Agreements (the “Subsequent Subscription Agreements”) with two “accredited investors” (as such term is defined in Rule 501 of Regulation D) (the “Subsequent PIPE Investors,” and together with the Initial PIPE Investors, the “PIPE Investors”) pursuant to which the Subsequent PIPE Investors agreed to
 
10

Table of Contents
subscribe for and purchase, and Supernova agreed to issue and sell to the Subsequent PIPE Investors, an aggregate of 4,390,244 shares of common stock at a price of $10.25 per share, for aggregate gross proceeds of $45,000,000 (the “Subsequent PIPE Financing,” and together with the Initial PIPE Financing, the “PIPE Financing”). Pursuant to the Subscription Agreements, Rigetti agreed to provide the PIPE Investors with certain registration rights with respect to the shares purchased as part of the PIPE Financing. The PIPE Financing was consummated immediately prior to the Merger.
Committed Equity Financing
On August 11, 2022, we entered into the Purchase Agreement and Registration Rights Agreement with B. Riley. Pursuant to the Purchase Agreement, subject to the satisfaction of the conditions set forth therein, we will have the right to sell to B. Riley up to $75.0 million of newly issued shares of our common stock after the date of this prospectus and from time to time during the term of the Purchase Agreement. Sales of common stock by us to B. Riley pursuant to the Purchase Agreement, and the timing of any such sales, are solely at our option, and we are under no obligation to sell any securities to B. Riley under the Purchase Agreement. In accordance with our obligations under the Registration Rights Agreement, we have filed the registration statement of which this prospectus forms a part with the SEC to register under the Securities Act the resale by B. Riley of up to 23,648,889 shares of common stock, consisting of 171,008 shares of common stock that we issued to B. Riley as consideration for its commitment to purchase shares of common stock at our election under the Purchase Agreement, and up to 23,477,881 shares of common stock that we may elect, in our sole discretion, to issue and sell to B. Riley under the Purchase Agreement, from time to time after the date of this prospectus.
Upon the initial satisfaction of the conditions to B. Riley’s purchase obligation set forth in the Purchase Agreement, including that a registration statement of which this prospectus forms a part is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC, we will have the right, but not the obligation, from time to time at our sole discretion over the
24-month
period beginning on the Commencement Date to direct B. Riley to purchase a specified amount of shares not to exceed the Purchase Maximum Amount for such Purchase (and subject to certain additional limitations set forth in the Purchase Agreement) by timely delivering a Purchase Notice to B. Riley prior to the commencement of trading of the common stock on Nasdaq on any trading day, so long as (i) the closing sale price of the common stock on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and (ii) all shares of common stock subject to all prior Purchases and all prior Intraday Purchases by B. Riley under the Purchase Agreement have been received by B. Riley prior to the time we deliver such Purchase Notice to B. Riley.
The per share purchase price that B. Riley is required to pay for shares of common stock in a Purchase effected by us pursuant to the Purchase Agreement, if any, will be determined by reference to the VWAP during the full primary (or “regular”) trading session on Nasdaq on the applicable Purchase Date, calculated in accordance with the Purchase Agreement, or, if the total aggregate volume of shares of common stock traded on Nasdaq reaches an amount equal to the Purchase Share Volume Maximum prior to the official close of the regular trading session on Nasdaq on such Purchase Date, then the VWAP will be calculated only for the period beginning at the official open (or “commencement”) of the regular trading session on the applicable Purchase Date for such Purchase and ending at such time that the total aggregate volume of shares of common stock traded on Nasdaq reaches the Purchase Share Volume Maximum for such Purchase (as applicable) (such period for each Purchase, the “Purchase Valuation Period”), less a fixed 3% discount to the VWAP for such Purchase Valuation Period. For purposes of calculating the VWAP, the Purchase Maximum Amount and the Purchase Share Volume Maximum under the Purchase Agreement, Excluded Transactions during the Purchase Valuation Period are excluded.
From and after Commencement, we will control the timing and amount of any sales of common stock to B. Riley. Actual sales of shares common stock to B. Riley under the Purchase Agreement will depend on a variety
 
11

Table of Contents
of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the common stock and determinations by us as to the appropriate sources of funding for our business and operations.
In addition to the regular Purchases described above, if either (i) we do not effect a regular Purchase on a trading day that we otherwise could have selected as a Purchase Date for a regular Purchase pursuant to the Purchase Agreement (or we fail to timely deliver to B. Riley a Purchase Notice for a regular Purchase on such trading day) or (ii) we have timely delivered a Purchase Notice for a regular Purchase on a Purchase Date, and the Purchase Valuation Period for such Purchase has ended prior to 3:00 p.m., New York City time, on such Purchase Date, then, in either case, we shall also have the right, but not the obligation, subject to the continued satisfaction of conditions set forth in the Purchase Agreement, to direct B. Riley to purchase, on such trading day (which may be the same Purchase Date as a regular Purchase) an additional specified amount of common stock, not to exceed the applicable Intraday Purchase Maximum Amount for such Intraday Purchase (and subject to certain additional limitations set forth in the Purchase Agreement), by the delivery to B. Riley of an irrevocable written purchase notice, after 10:00 a.m., New York City time (and after the Purchase Valuation Period for any prior regular Purchase (if any) and the Intraday Purchase Valuation Period(s) (as defined below) for the most recent prior Intraday Purchase effected on the same Purchase Date (if any) have ended), and prior to 3:30 p.m., New York City time, on such Purchase Date, so long as (i) the closing sale price of the common stock on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and (ii) all shares of common stock subject to all prior Purchases and all prior Intraday Purchases by B. Riley under the Purchase Agreement have been received by B. Riley prior to the time we deliver such Intraday Purchase Notice to B. Riley.
The per share purchase price for the shares of common stock that we elect to sell to B. Riley in an Intraday Purchase pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a regular Purchase, provided that the VWAP for such Intraday Purchase will be measured during the portion of the normal trading hours on Nasdaq on the applicable Purchase Date that will begin at the latest of (i) the time of confirmation of B. Riley’s receipt of the applicable Intraday Purchase Notice, (ii) the time that the Purchase Valuation Period for any prior regular Purchase effected on the same Purchase Date (if any) has ended and (iii) the time that the Intraday Purchase Valuation Period (as defined below) for the most recent prior Intraday Purchase effected on the same Purchase Date (if any) has ended, and ending at the earlier of (x) 3:59 p.m., New York City time, on such Purchase Date and (y) such time that the total aggregate volume of shares of common stock traded on Nasdaq reaches an amount equal to the Intraday Purchase Share Volume Maximum (such period for each Intraday Purchase, the “Intraday Purchase Valuation Period”), less a fixed 3% discount to the VWAP for such Intraday Purchase Valuation Period. For purposes of calculating the VWAP, the Intraday Purchase Maximum Amount and the Intraday Purchase Share Volume Maximum under the Purchase Agreement for an Intraday Purchase, Excluded Transactions during the Intraday Purchase Valuation Period are excluded.
There is no upper limit on the price per share that B. Riley could be obligated to pay for the common stock we may elect to sell to it in any Purchase or any Intraday Purchase under the Purchase Agreement. The purchase price per share of common stock that we may elect to sell to B. Riley in a Purchase and an Intraday Purchase under the Purchase Agreement will be equitably adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction occurring during the applicable Purchase Valuation Period for such Purchase or during the applicable Intraday Purchase Valuation Period for such Intraday Purchase.
Under the applicable Nasdaq rules, in no event may we issue to B. Riley under the Purchase Agreement more than 23,648,889 shares of common stock, which number of shares is equal to approximately 19.99% of the shares of the common stock outstanding immediately prior to the execution of the Purchase Agreement, unless (i) we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by B. Riley for all of the shares of common stock that we direct B. Riley to purchase from us pursuant to the Purchase Agreement, if any, equals or exceeds
 
12

Table of Contents
$4.45 per share (which price is calculated based on the lower of the official closing price of our common stock on Nasdaq on the trading day immediately preceding the date of the Purchase Agreement and the average official closing price of our common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the date of the Purchase Agreement, as adjusted pursuant to applicable Nasdaq rules). Moreover, we may not issue or sell any shares of common stock to B. Riley under the Purchase Agreement which, when aggregated with all other shares of common stock then beneficially owned by B. Riley and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule
13d-3
promulgated thereunder), would result in B. Riley beneficially owning shares of common stock in excess of the Beneficial Ownership Cap.
The net proceeds under the Purchase Agreement to us will depend on the frequency and prices at which we sell shares of our common stock to B. Riley. We expect that any proceeds received by us from such sales to B. Riley will be used for working capital and general corporate purposes.
There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable Rate Transactions” (as such term is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of our common stock after the date of issuance, or our effecting or entering into an agreement to effect an “equity line of credit” or other substantially similar continuous offering with a third party, in which we may offer, issue or sell common stock or any securities exercisable, exchangeable or convertible into common stock at a future determined price.
B. Riley has agreed that none of B. Riley, its officers, its sole member or any entity managed or controlled by B. Riley or its sole member will engage in or effect, directly or indirectly, for its own account or for the account of any other of such persons or entities, any short sales of the common stock or hedging transaction that establishes a net short position in the common stock during the term of the Purchase Agreement.
The Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month following the
24-month
anniversary of the Commencement Date, (ii) the date on which B. Riley shall have purchased us under the Purchase Agreement shares of common stock for an aggregate gross purchase price of $75.0 million, (iii) the date on which the common stock shall have failed to be listed or quoted on Nasdaq or another U.S. national securities exchange identified as an “eligible market” in the Purchase Agreement for one trading day, (iv) the 30th trading day after the date on which we commence a voluntary bankruptcy proceeding or any third party commences a bankruptcy proceeding against us that is not discharged or dismissed prior to such trading day, and (v) the date on which a bankruptcy custodian is appointed for all or substantially all of our property or we make a general assignment for the benefit of creditors. We have the right to terminate the Purchase Agreement at any time after Commencement upon ten trading days’ prior written notice to B. Riley. B. Riley has the right to terminate the Purchase Agreement upon ten trading days’ prior written notice to us upon the occurrence of certain events set forth in the Purchase Agreement. We and B. Riley may also agree to terminate the Purchase Agreement by mutual written consent. No termination of the Purchase Agreement will be effective until the fifth trading day immediately following the settlement date related to any pending Purchase that has not been fully settled in accordance with the Purchase Agreement. Neither we nor B. Riley may assign or transfer our respective rights and obligations under the Purchase Agreement or the Registration Rights Agreement.
As consideration for B. Riley’s commitment to purchase shares of common stock at our direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, we issued the Commitment Shares to B. Riley. In addition, we agreed to reimburse $100,000 of reasonable legal fees and disbursements of B. Riley’s legal counsel in connection with the transactions
 
13

Table of Contents
contemplated by the Purchase Agreement and the Registration Rights Agreement, plus an additional $5,000 of such legal fees and disbursements each quarter during the term of the Purchase Agreement.
The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for the purposes of such agreements, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. Copies of the agreements have been filed as exhibits to the registration statement of which this prospectus forms a part and are available electronically on the SEC’s website at www.sec.gov.
We do not know what the purchase price for our common stock will be and therefore cannot be certain as to the number of shares we might issue to B. Riley under the Purchase Agreement after the Commencement Date. As of August 12, 2022, there were 118,415,459 shares of our common stock outstanding, of which 37,257,328 shares were held by
non-affiliates.
Although the Purchase Agreement provides that we may sell up to $75.0 million of shares of our common stock to B. Riley, only 23,648,889 shares of our common stock are being registered for resale by B. Riley under this prospectus, which represents (i) the 171,008 Commitment Shares that we issued to B. Riley on August 11, 2022 under the Purchase Agreement and (ii) up to 23,477,881 shares of common stock that may be issued to B. Riley from and after the Commencement Date, if and when we elect to sell shares to B. Riley under the Purchase Agreement. Depending on the market prices of our common stock at the time we elect to issue and sell shares to B. Riley under the Purchase Agreement, we may need to register for resale under the Securities Act additional shares of our common stock in order to receive aggregate gross proceeds equal to the $75.0 million available to us under the Purchase Agreement. If all of the 23,648,889 shares offered by B. Riley for resale under this prospectus were issued and outstanding on August 12, 2022, such shares would represent approximately 16.7% of the total number of outstanding shares of common stock and approximately 31.5% of the total number of outstanding shares of common stock held by
non-affiliates
of our company. If we elect to issue and sell more than the 23,648,889 shares offered under this prospectus to B. Riley, which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional shares, which could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale by B. Riley is dependent upon the number of shares we may elect to sell to B. Riley under the Purchase Agreement from and after the Commencement Date.
Issuances of our common stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuance to B. Riley.
Summary Risk Factors
The following is a summary of select risks and uncertainties that could materially adversely affect us and our business, financial condition and results of operations. Before you invest in our common stock, you should carefully consider all the information in this prospectus, including matters set forth under the heading “Risk Factors,” immediately following this prospectus summary. These risks include the following, among others:
 
   
It is not possible to predict the actual number of shares we will sell under the Purchase Agreement, or the actual gross proceeds resulting from those sales. Further, we may not have access to the full amount available under the Purchase Agreement.
 
   
The sale and issuance of our common stock to B. Riley will cause dilution to our existing stockholders, and the sale of the shares of common stock acquired by B. Riley, or the perception that such sales may occur, could cause the price of our common stock to fall.
 
14

Table of Contents
   
Investors who buy shares at different times will likely pay different prices.
 
   
Our management will have broad discretion over the use of the net proceeds from our sale of shares of common stock to B. Riley, if any, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.
 
   
We are in our early stages and have a limited operating history, which makes it difficult to forecast our future results of operations.
 
   
We have a history of operating losses and expect to incur significant expenses and continuing losses for the foreseeable future.
 
   
Even if the market in which we compete achieves anticipated growth levels, our business could fail to grow at similar rates, if at all.
 
   
We will require a significant amount of cash for expenditures as we invest in ongoing research and development and business operations and may need additional capital sooner than planned to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available. If we are unable to raise additional funding when needed, we may be required to delay, limit or substantially reduce our quantum computing development efforts.
 
   
Our ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other ownership changes.
 
   
We have not produced quantum computers with high qubit counts or at volume and face significant barriers in our attempts to produce quantum computers, including the need to invent and develop new technology. If we cannot successfully overcome those barriers, our business will be negatively impacted and could fail.
 
   
Any future generations of hardware developed to demonstrate narrow quantum advantage and broad quantum advantage and the anticipated release of an 84 qubit system, 336 qubit system, 1,000+ qubit system and 4,000+ qubit system, each of which is an important anticipated milestone for our technical roadmap and commercialization, may not occur on our anticipated timeline or at all.
 
   
The quantum computing industry is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers.
 
   
Our business is currently dependent upon our relationship with our cloud providers. There are no assurances that we will be able to commercialize quantum computers from our relationships with cloud providers.
 
   
We depend on a limited number of customers for a significant percentage of our revenue and the loss or temporary loss of a major customer for any reason could harm our financial condition.
 
   
A significant portion of our revenue depends on contracts with the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business.
 
   
We rely on access to high performance third party classical computing through public clouds, high performance computing centers and
on-premises
computing infrastructure to deliver performant quantum solutions to customers. We may not be able to maintain high quality relationships and connectivity with these resources which could make it harder for us to reach customers or deliver solutions in a cost-effective manner.
 
15

Table of Contents
   
We depend on certain suppliers to source products. Failure to maintain our relationship with any of these suppliers, or a failure to replace any supplier, could have a material adverse effect on our business, financial position, results of operations and cash flows.
 
   
Our system depends on the use of certain development tools, supplies, equipment and production methods. If we are unable to procure the necessary tools, supplies and equipment to build our quantum systems, or are unable to do so on a timely and cost-effective basis, and in sufficient quantities, we may incur significant costs or delays which could negatively affect our operations and business.
 
   
Even if we are successful in developing quantum computing systems and executing our strategy, competitors in the industry may achieve technological breakthroughs which render our quantum computing systems obsolete or inferior to other products.
 
   
We may be unable to reduce the cost of developing our quantum computers, which may prevent us from pricing our quantum systems competitively.
 
   
The quantum computing industry is in its early stages and volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our quantum computing solutions, if we encounter negative publicity or if our solution does not drive commercial engagement, the growth of our business will be harmed.
 
   
If our computers fail to achieve quantum advantage, our business, financial condition and future prospects may be harmed.
 
   
We could suffer disruptions, outages, defects and other performance and quality problems with our quantum computing systems, our production technology partners or with the public cloud, data centers and internet infrastructure on which we rely.
 
   
We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future. If we fail to remediate the material weakness or if we identify additional material weaknesses, or if we otherwise fail to establish and maintain effective control over financial reporting, it may adversely affect our ability to accurately and timely report our financial results, and may adversely affect investor confidence and business operations.
 
   
System security and data protection breaches, as well as cyber-attacks, including state-sponsored attacks, could disrupt our operations, which may damage our reputation and adversely affect our business.
Corporate Information
Our principal executive offices are located at 775 Heinz Avenue, Berkeley, CA 94710 and our telephone number is (510)
210-5550.
Our corporate website address is
www.rigetti.com
. Information contained on or accessible through our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.
“Rigetti” and our other registered and common law trade names, trademarks and service marks are property of Rigetti Computing, Inc. This prospectus contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the
®
or
symbols.
Emerging Growth Company and Smaller Reporting Company Status
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). As an emerging growth company, we are exempt from certain requirements related to executive
 
16

Table of Contents
compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Act.
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.
Supernova previously elected to avail itself of the extended transition period and we will take advantage of the benefits of the extended transition period emerging growth company status permits. 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 (a) December 31, 2026 (the last day of the fiscal year following the fifth anniversary of the consummation of the IPO), (b) the last date of our fiscal year in which we have a total annual gross revenue of at least $1.07 billion, (c) 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 (d) 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 the market value of our voting and
non-voting
common stock held by
non-affiliates
is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of 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.
 
17

Table of Contents
THE OFFERING
 
Issuer
Rigetti Computing, Inc.
 
Shares of common stock offered by the selling stockholder
Up to 23,648,889 shares of common stock, consisting of:
 
   
171,008 Commitment Shares that we issued to B. Riley upon execution of the Purchase Agreement in consideration of its commitment to purchase shares of common stock at our election under the Purchase Agreement; and
 
   
Up to 23,477,881 shares of common stock that we may elect, in our sole discretion, to issue and sell to B. Riley under the Purchase Agreement from time to time after the Commencement Date.
 
Shares of common stock outstanding
118,415,459 shares of common stock (as of August 12, 2022).
 
Shares of common stock outstanding after giving effect to the issuance of the shares registered hereunder
141,893,340 shares of common stock.
 
Use of proceeds
We will not receive any proceeds from the resale of shares of common stock included in this prospectus for resale by B. Riley. However, we may receive up to $75.0 million in aggregate gross proceeds under the Purchase Agreement from sales of common stock that we may elect to make to B. Riley pursuant to the Purchase Agreement, if any, from time to time in our sole discretion, from and after the Commencement Date.
 
  We expect to use the net proceeds that we receive from sales of our common stock to B. Riley, if any, under the Purchase Agreement for working capital and general corporate purposes. See the section titled “Use of Proceeds.”
 
Conflict of interest
B. Riley is an affiliate of BRS, a registered broker-dealer and FINRA member, which will act as an executing broker that will effectuate resales of our common stock that have been and may be acquired by B. Riley from us pursuant to the Purchase Agreement to the public in this offering. Because B. Riley will receive all the net proceeds from such resales of our common stock made to the public through BRS, BRS is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently this offering will be conducted in compliance with Rule 5121. Pursuant to that rule, the appointment of a “qualified independent underwriter” is not required in connection with this offering, as a “bona fide public market,” as defined in Rule 5121, exists for the securities offered. BRS is not permitted to sell shares of our common stock in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder. See “Plan of Distribution (Conflict of Interest).”
 
18

Table of Contents
Nasdaq trading symbol
Our common stock is currently traded on Nasdaq under the symbol “RGTI.”
 
Risk factors
Before investing in our securities, you should carefully read and consider the information set forth in “Risk Factors” beginning on page 20.
 
19

Table of Contents
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this prospectus, including our financial statements and related notes appearing at the end of this prospectus and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding to invest in our common stock. If any of the events or developments described below were to occur, our business, prospects, operating results and financial condition could suffer materially, the trading price of our common stock could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.
Risks Related to the Offering
It is not possible to predict the actual number of shares we will sell under the Purchase Agreement, or the actual gross proceeds resulting from those sales. Further, we may not have access to the full amount available under the Purchase Agreement.
On August 11, 2022, we entered into the Purchase Agreement with B. Riley, pursuant to which B. Riley has committed to purchase up to $75.0 million of our common stock, subject to certain limitations and conditions set forth in the Purchase Agreement. The shares of our common stock that may be issued under the Purchase Agreement may be sold by us to B. Riley at our discretion from time to time over an approximately
24-month
period commencing on the Commencement Date.
We generally have the right to control the timing and amount of any sales of our shares of common stock to B. Riley under the Purchase Agreement. Sales of our common stock, if any, to B. Riley under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to B. Riley all, some or none of the shares of our common stock that may be available for us to sell to B. Riley pursuant to the Purchase Agreement.
Because the purchase price per share to be paid by B. Riley for the shares of common stock that we may elect to sell to B. Riley under the Purchase Agreement, if any, will fluctuate based on the market prices of our common stock during the applicable Purchase Valuation Period for each Purchase made pursuant to the Purchase Agreement, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of common stock that we will sell to B. Riley under the Purchase Agreement, the purchase price per share that B. Riley will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by B. Riley under the Purchase Agreement, if any.
Moreover, although the Purchase Agreement provides that we may sell up to an aggregate of $75.0 million of our common stock to B. Riley, only 23,648,889 shares of our common stock (171,008 of which represent the Commitment Shares we issued to B. Riley upon signing the Purchase Agreement as payment of a commitment fee for B. Riley’s obligation to purchase shares of our common stock under the Purchase Agreement) are being registered for resale under the registration statement of which this prospectus forms a part. If it becomes necessary to sell to B. Riley under the Purchase Agreement more than the 23,648,889 shares of common stock being registered for resale under the registration statement of which this prospectus forms a part in order to receive aggregate gross proceeds equal to $75.0 million under the Purchase Agreement, we must first (i) obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap under the Purchase Agreement in accordance with applicable Nasdaq rules and (ii) file with the SEC one or more additional registration statements to register under the Securities Act the resale by B. Riley of any such additional shares of our common stock we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our common stock to B. Riley under
 
20

Table of Contents
the Purchase Agreement. The number of shares of our common stock ultimately offered for sale by B. Riley is dependent upon the number of shares of common stock, if any, we ultimately elect to sell to B. Riley under the Purchase Agreement.
In addition, we are not required or permitted to issue any shares of common stock under the Purchase Agreement if such issuance would breach our obligations under the rules or regulations of Nasdaq and B. Riley will not be required to purchase any shares of our common stock if such sale would result in B. Riley’s beneficial ownership exceeding 4.99% of the then issued and outstanding common stock. Our inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business.
The sale and issuance of our common stock to B. Riley will cause dilution to our existing stockholders, and the sale of the shares of common stock acquired by B. Riley, or the perception that such sales may occur, could cause the price of our common stock to fall.
The purchase price for the shares that we may sell to B. Riley under the Purchase Agreement will fluctuate based on the price of our common stock. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall. Further, any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of common stock in addition to the 23,648,889 shares of common stock being registered for resale by B. Riley under the registration statement of which this prospectus forms a part could cause additional substantial dilution to our stockholders.
If and when we do sell shares to B. Riley, after B. Riley has acquired the shares, B. Riley may resell all, some, or none of those shares at any time or from time to time in its discretion. Therefore, sales to B. Riley by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to B. Riley, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.
Investors who buy shares at different times will likely pay different prices.
Pursuant to the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to B. Riley. If and when we do elect to sell shares of our common stock to B. Riley pursuant to the Purchase Agreement, after B. Riley has acquired such shares, B. Riley may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from B. Riley at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from B. Riley as a result of future sales made by us to B. Riley at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to B. Riley under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with B. Riley may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.
Our management team will have broad discretion over the use of the net proceeds from our sale of shares of common stock to B. Riley, if any, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.
Our management team will have broad discretion as to the use of the net proceeds from our sale of shares of common stock to B. Riley, if any, and we could use such proceeds for purposes other than those contemplated at the time of commencement of this offering. Accordingly, you will be relying on the judgment of our management team with regard to the use of those net proceeds, and you will not have the opportunity, as part of
 
21

Table of Contents
your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management team to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.
Risks Related to Our Financial Condition and Status as an Early-Stage Company
We are in our early stages and have a limited operating history, which makes it difficult to forecast our future results of operations.
Legacy Rigetti was founded in 2013 and has operated quantum computers over the cloud since 2017. As a result of our limited operating history, our ability to accurately forecast the future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Our ability to generate revenues will largely be dependent on our ability to develop and produce quantum computers with increasing numbers of quantum bits (“qubits”). As of June 30, 2022, the highest number of qubits we have deployed is a quantum computer with 80 qubits. As a result, our scalable business model has not been formed and our technical roadmap may not be realized as quickly as hoped, or even at all. We have in the past failed to meet publicly announced milestones and may fail to meet projected technological milestones in the future. For example, in 2018, we announced that we planned to build and deploy a
128-qubit
system over the subsequent twelve months, but have not to date built a
128-qubit
system. In addition, we recently announced an update in our anticipated timing with respect to certain anticipated milestones in our technical roadmap, with a plan to introduce a 1,000+ qubit system in late 2025 and 4,000+ qubit system in or after 2027. The development of our scalable business model will likely require the incurrence of a substantially higher level of costs than incurred to date, while our revenues will not substantially increase until more powerful, scalable computers are produced, which requires a number of technological advancements which may not occur on the currently anticipated timetable or at all. As a result, our historical results should not be considered indicative of our future performance. Further, in future periods, our growth could slow or decline for a number of reasons, including but not limited to slowing demand for our Quantum Cloud Services (“Quantum Cloud Services” or “QCS”), increased competition, changes to technology, inability to scale up our technology, a decrease in the growth of the market, or our failure, 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 by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties and our future growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer. Our success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years. There is no certainty these research and development milestones will be achieved as quickly as hoped, or even at all.
We have a history of operating losses and expect to incur significant expenses and continuing losses for the foreseeable future.
We incurred net losses of $20.4 million and $17.9 million for the six months ended June 30, 2022 and 2021, respectively, and $38.2 million for the eleven months ended December 31, 2021 and $26.1 million for the year ended January 31, 2021. As of June 30, 2022, we had an accumulated deficit of $227.6 million. We believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenue from our narrow or broad quantum advantage quantum computers, which may never occur. Even with significant production, our services may never become profitable.
We expect the rate at which we will incur losses to be significantly higher in future periods as we, among other things, continue to incur significant expenses in connection with the design, development and manufacturing of our quantum computers; and as we expand our research and development activities; invest in manufacturing capabilities; build up inventories of components for our quantum computers; increase our sales
 
22

Table of Contents
and marketing activities; develop our infrastructure; and increase our general and administrative functions to support our growing operations and our being a public company. We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses. If we are unable to achieve and/or sustain profitability, or if we are unable to achieve the growth that we expect from these investments, it could have a material effect on our business, financial condition or results of operations. Our business model is unproven 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 could result 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 scale our business and operations to meet customer and market demand. Quantum computing technology has never been sold at large-scale commercial levels. Evolving and scaling our business and operations places increased demands on our management as well as our financial and operational resources to:
 
   
attract new customers and grow our customer base;
 
   
maintain and increase the rates at which existing customers use our platform, sell additional products and services to our existing customers, and reduce customer churn;
 
   
invest in our platform and product offerings;
 
   
effectively manage organizational change;
 
   
accelerate and/or refocus research and development activities;
 
   
expand manufacturing and supply chain capacity;
 
   
increase sales and marketing efforts;
 
   
broaden customer-support and services capabilities;
 
   
maintain or increase operational efficiencies;
 
   
implement appropriate operational and financial systems; and
 
   
maintain effective financial disclosure controls and procedures.
Commercial traction of quantum computing technology may never occur. As noted above, there are significant technological challenges associated with developing, producing, marketing and selling services in the advanced technology industry, including our services, and we may not be able to resolve all of the difficulties that may arise in a timely or cost-effective manner, or at all. We may not be able to cost effectively manage production at a scale or quality consistent with customer demand in a timely or economical manner.
Our ability to scale is dependent also upon components we must source from multiple industries including: from the electronics industry with
low-noise
microwave components, CPUs, GPUs, FPGAs; cryogenic industry with dilution refrigerators and associated helium gas products; and from the semiconductor industry with silicon wafers and other specialty materials, tooling and measurement equipment. Shortages or supply interruptions in any of these components will adversely impact our ability to deliver revenues.
If large-scale development of our quantum computers commences, our computers may contain defects in design and manufacture that may cause them to not perform as expected or that may require repair and design changes. Our quantum computers are inherently complex and incorporate technology and components that have not been used for other applications and that may contain defects and errors, particularly when first introduced. We have a limited frame of reference from which to evaluate the long-term performance of our computers. There can be no assurance that we will be able to detect and fix any defects in our quantum computers in a timely manner that does not disrupt our services to our customers. If our technology fails to perform as expected,
 
23

Table of Contents
customers may seek out a competitor or turn away from quantum computing entirely, each of which could adversely affect our sales and brand and could adversely affect our business, prospects and results of operations. If defects in our technology lead to erroneous outputs, third parties relying on those outputs may draw from them erroneous conclusions, creating a risk that we will be liable to those third parties.
If we cannot evolve and scale our business and operations effectively, we may not be able to execute our business strategies in a cost-effective manner and our business, financial condition, profitability and results of operations could be adversely affected.
Even if the market in which we compete achieves its anticipated growth levels, our business could fail to grow at similar rates, if at all.
Our success will depend upon our ability to expand, scale our operations, and increase our sales and support capability. Even if the market in which we compete meets the size estimates and growth forecasted, our business could fail to grow at similar rates, if at all.
Our growth is dependent upon our ability to successfully expand our solutions and services, retain customers, bring in new customers and retain critical talent. Unforeseen issues associated with scaling up and constructing quantum computing technology at commercially viable levels could negatively impact our business, financial condition and results of operations.
Our growth is dependent upon our ability to successfully market and sell our quantum computing services and solutions. We do not have experience with the large-scale production and sale of quantum computing technology. Our growth and long-term success will depend upon the development of our sales and retention capabilities.
Moreover, because of our unique technology, our customers will require particular support and service functions, some of which are not currently available, and may never be available. If we experience delays in adding such support capacity or servicing our customers efficiently, or experiences unforeseen issues with the reliability of our technology, we could overburden our servicing and support capabilities. Similarly, increasing the number 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.
There is no assurance that we will be able to ramp our business to meet our sales, manufacturing, installation, servicing and quantum computing targets globally, that expected growth levels will prove accurate or that the pace of growth or coverage of our customer infrastructure network will meet customer expectations. Failure to grow at rates similar to that of the quantum computing industry may adversely affect our operating results and ability to effectively compete within the industry.
We may not manage growth effectively.
Our failure to manage growth effectively could harm our business, results of operations and financial condition. We anticipate that a period of significant expansion will be required to address potential growth. This expansion will place a significant strain on our management, operational and financial resources. Expansion will require significant cash investments and management resources and there is no guarantee that they will generate additional sales of our products or services, or that we will be able to avoid cost overruns or be able to hire additional personnel to support us. In addition, we will also need to ensure our compliance with regulatory requirements in various jurisdictions applicable to the sale, installation and servicing of our products. To manage the growth of our operations and personnel, we must establish appropriate and scalable operational and financial systems, procedures and controls and establish and maintain a qualified finance, administrative and operations staff. We may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and exploit potential strategic relationships and market opportunities.
 
24

Table of Contents
We will require a significant amount of cash for expenditures as we invest in ongoing research and development and business operations and may need additional capital sooner than planned to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available. If we are unable to raise additional funding when needed, we may be required to delay, limit or substantially reduce our quantum computing development efforts.
Our business and future plans for expansion are capital-intensive, and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. We will require a significant amount of cash for expenditures as we invest in ongoing research and development and business operations. Our operating plan may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. Such financings may result in dilution to stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common stock, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business. Any funds we raise may not be sufficient to enable us to continue to implement our long-term business strategy. Further, our ability to raise additional capital may be adversely impacted by worsening global economic conditions and the recent disruptions to and volatility in the credit and financial markets in the United States and worldwide resulting from the ongoing
COVID-19
pandemic and military conflict with Russia and Ukraine and the related sanctions imposed against Russia. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe that we have sufficient funds for current or future operating plans.
There can be no assurance that financing will be available to we on favorable terms, or at all. The inability to obtain financing when needed may make it more difficult for us to operate our business or implement our growth plans and we may be required to delay, limit or substantially reduce our quantum computing development efforts. Our ability to raise additional capital through the sale of securities could be significantly impacted by the resale of our securities by holders of our securities which could result in a significant decline in the trading price of our securities and potentially hinder our ability to raise capital at terms that are acceptable to us or at all.
We have a credit facility secured by substantially all of our assets under which we have borrowed and may in the future borrow additional amounts; any indebtedness thereunder could adversely affect our financial position and our ability to raise additional capital and prevent us from fulfilling our obligations.
On March 10, 2021, we entered into a Loan and Security Agreement (as amended from time to time, the “Loan Agreement”) with Trinity Capital Inc. (“Trinity”). The credit facility has an available borrowing capacity of $32.0 million. As of June 30, 2022, we had total outstanding indebtedness of approximately $32 million consisting of outstanding borrowings under the Loan Agreement. This and future indebtedness incurred under the Loan Agreement may:
 
   
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general business purposes;
 
   
require us to use a portion of our cash flow from operations to make debt service payments instead of other purposes, thereby reducing the amount of cash flow available for future working capital, capital expenditures, acquisitions, or other general business purposes;
 
   
expose us to the risk of increased interest rates as following the consummation of our initial public offering borrowings under the Loan Agreement are subject to interest at the greater of (i) a floating per annum rate equal to 7.5% above the prime rate, or (ii) a fixed per annum rate equal to 11.0%, also paid on a monthly basis;
 
   
limit our flexibility to plan for, or react to, changes in our business and industry;
 
   
increase our vulnerability to the impact of adverse economic, competitive and industry conditions; and
 
   
increase our cost of borrowing.
 
25

Table of Contents
The credit facility is secured by substantially all of our assets. In addition, the Loan Agreement contains, and the agreements governing our future indebtedness may contain, restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interest. These restrictive covenants include, among others, financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments, investments (including acquisitions) and transactions with affiliates. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our debt.
Our ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other ownership changes.
We have incurred losses during our history, do not expect to become profitable in the near future and may never achieve profitability. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all. As of December 31, 2021, we had U.S. federal net operating loss carryforwards of approximately $190.9 million.
Under current law, U.S. federal net operating loss carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the current law.
In addition, our net operating loss carryforwards are subject to review and possible adjustment by the IRS, and state tax authorities. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), our federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in the ownership of the Company. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Our ability to utilize our net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with the Business Combination or other transactions. Similar rules may apply under state tax laws. We have not yet determined the amount of the cumulative change in our ownership resulting from the Business Combination or other transactions, or any resulting limitations on our ability to utilize our net operating loss carryforwards and other tax attributes.
If we earn taxable income, such limitations could result in increased future income tax liability and our future cash flows could be adversely affected. We have recorded a valuation allowance related to our net operating loss carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.
Risks Related to Our Business and Industry
We have not produced quantum computers with high qubit counts or at volume and we face significant barriers in our attempts to produce quantum computers, including the need to invent and develop new technology. If we cannot successfully overcome those barriers, our business will be negatively impacted and could fail.
Producing quantum computers is a difficult undertaking. There are significant engineering challenges that we must overcome to build our quantum computers. We are still in the development stage and face significant challenges in completing development of our quantum computers and in producing quantum computers in sufficient volumes. Some of the development challenges that could prevent the introduction of our quantum computers include, but are not limited to, failure to find scalable ways to manipulate qubits, failure to reduce error rates, failure to transition quantum systems to leverage
low-cost
components, and failure to realize multi-chip quantum computer technology.
 
26

Table of Contents
Even if we complete development and achieve volume production of our quantum computers, if the cost, accuracy, performance characteristics or other specifications of the quantum computer fall short of our expectations, our business, financial condition and results of operations would be adversely affected.
Any future generations of hardware developed to demonstrate narrow quantum advantage and broad quantum advantage, and the anticipated release of an 84 qubit system, 336 qubit system, 1,000+ qubit system and 4,000+ qubit system, each of which is an important anticipated milestone for our technical roadmap and commercialization, may not occur on our anticipated timeline or at all.
Our successful execution of our technical roadmap is based on the development of multiple generations of quantum computing systems, including hardware that demonstrates narrow quantum advantage and broad quantum advantage, and the release of an 84 qubit system, 336 qubit system, 1,000+ qubit system and 4,000+ qubit system. The future success of our technical roadmap will depend upon our ability to continue to increase the number of qubits and decrease error rates in each subsequent generation of our quantum computer. If we are unable to achieve the increase in the number of qubits or decrease in error rates on the timeframe that we anticipate, the availability of future generations of quantum computer systems may be materially delayed, or may never occur. In the past we have failed to meet publicly announced milestones and may fail to meet projected milestones in the future. For example, earlier this year we announced an update in our anticipated timing with respect to certain anticipated milestones in our technical roadmap, with a plan to introduce a 1,000+ qubit system in late 2025 and 4,000+ qubit system in or after 2027. If our technical roadmap is delayed or never achieved, this would have a material impact on our business, financial condition or results of operations.
The quantum computing industry is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers.
The markets in which we operate are rapidly evolving and highly competitive. As the marketplace continues to mature and new technologies and competitors enter, we expect competition to intensify. Our current competitors include:
 
   
large, well-established tech companies that generally compete across our products, including Quantinuum, Google, Microsoft, Amazon, Intel and IBM;
 
   
large research organizations funded by sovereign nations such as China, Russia, Canada, Australia and the United Kingdom, and those in the European Union as of the date of this prospectus and we believe additional countries in the future;
 
   
less-established public and private companies with competing technology, including companies located outside the United States; and
 
   
new or emerging entrants seeking to develop competing technologies.
We compete based on various factors, including technology, performance, multi-cloud availability, brand recognition and reputation, customer support and differentiated capabilities, including ease of administration and use, scalability and reliability, data governance and security. Many of our competitors have substantially greater brand recognition, customer relationships, and financial, technical and other resources, including an experienced sales force and sophisticated supply chain management. They may be able to respond more effectively than us to new or changing opportunities, technologies, standards, customer requirements and buying practices. In addition, many countries are focused on developing quantum computing solutions either in the private or public sector and may subsidize quantum computers which may make it difficult for us to compete. Many of these competitors do not face the same challenges we do in growing our business. In addition, other competitors might be able to compete with us by bundling their other products in a way that does not allow us to offer a competitive solution.
Additionally, we must be able to achieve our objectives in a timely manner lest quantum computing lose ground to competitors, including competing technologies. Because there are a large number of market
 
27

Table of Contents
participants, including certain sovereign nations, focused on developing quantum computing technology, we must dedicate significant resources to achieving any technical objectives on the timelines established by our management team. Any failure to achieve objectives in a timely manner could adversely affect our business, operating results and financial condition.
For all of these reasons, competition may negatively impact our ability to maintain and grow consumption of our platform or put downward pressure on our prices and gross margins, any of which could materially harm our reputation, business, results of operations, and financial condition.
We depend on a limited number of customers for a significant percentage of our revenue and the loss or temporary loss of a major customer for any reason could harm our financial condition.
We have historically generated most of our revenue from a limited number of customers. Our three largest customers, which differed by period, collectively accounted for 66% of our revenue for the fiscal year ended December 31, 2021, 78% of our revenue for the fiscal year ended January 31, 2021, 77% of our revenue for the six months ended June 30, 2022 and 91% of our revenue for the six months ended June 30, 2021. As a consequence of the concentrated nature of our customer base, our quarterly revenue and results of operations may fluctuate from quarter to quarter and are difficult to estimate, and any delay, reduction or cancellation of orders or services rendered or any acceleration or delay in anticipated purchases or grants and awards by our larger customers could materially affect our revenue and results of operations in any quarterly period. For further information regarding our customer concentration, refer to Note 2 to the notes to our unaudited condensed consolidated financial statements for the six months ended June 30, 2022, included elsewhere in this prospectus and Note 2 to the notes to our audited consolidated financial statements for the fiscal year ended December 31, 2021, included elsewhere in this prospectus.
We may be unable to sustain or increase our revenue from our larger customers, grow revenues with new or other existing customers at the rate we anticipate or at all, or offset the discontinuation of concentrated purchases by our larger customers with purchases by new or existing customers. These larger customers could also reduce or discontinue their purchases of our products and services in the event they transition to internally developed products and services or determine to divide their purchases of our products and services between us and a second source. We expect that such concentrated purchases will continue to contribute materially to our revenue for the foreseeable future and that our results of operations may fluctuate materially as a result of such larger customers’ buying patterns or funding cycles. The loss or temporary loss of such customers, or a significant delay or reduction in their purchases, could materially harm our business, financial condition, results of operations and prospects.
A significant portion of our revenue currently depends on contracts with the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business.
We derive a significant portion of our revenue from contracts with U.S. federal and foreign governments and government agencies, and we believe that the success and growth of our business will continue to depend on our successful procurement of government contracts. We have historically derived, and expect to continue to derive, a significant portion of our revenue from contracts with agencies of the U.S. federal and foreign governments, either directly by us or through other government contractors. In the eleven months ended December 31, 2021 and the year ended January 31, 2021, sales to government entities comprised 51.0% and 59.6% of our total revenue, respectively. In the six months ended June 30, 2022 and 2021, sales to government entities comprised 72.0% and 74.9% of our total revenue, respectively.
Contracts with government agencies are subject to a number of challenges and risks. The bidding process for government contracts can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate revenue. We also must comply
 
28

Table of Contents
with laws and regulations relating to the formation, administration, and performance of contracts, which provide public sector customers rights, many of which are not typically found in commercial contracts. In addition, our perceived relationship with the U.S. government could adversely affect our business prospects in certain
non-U.S.
geographies or with certain
non-U.S.
governments.
Accordingly, our business, financial condition, results of operations, and growth prospects may be adversely affected by certain events or activities, including, but not limited to:
 
   
Changes in government fiscal or procurement policies, or decreases in government funding available for procurement of goods and services generally, or for our federal government contracts specifically;
 
   
Changes in government programs or applicable requirements;
 
   
Restrictions in the grant of personnel security clearances to our employees;
 
   
Ability to maintain facility clearances required to perform on classified contracts for U.S. federal government and foreign government agencies;
 
   
Changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding;
 
   
Changes in the government’s attitude towards the capabilities that we offer;
 
   
Changes in the government’s attitude towards us as a company or our platforms;
 
   
Appeals, disputes, or litigation relating to government procurement, including but not limited to bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government;
 
   
The adoption of new laws or regulations or changes to existing laws or regulations;
 
   
Budgetary constraints, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by any lapses in appropriations for the federal government or certain of its departments and agencies;
 
   
Influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers;
 
   
Changes in political or social attitudes with respect to security or data privacy issues;
 
   
Potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics, such as the coronavirus pandemic; and
 
   
Increased or unexpected costs or unanticipated delays caused by other factors outside of our control.
For example, we anticipate lower-than-expected new government contract opportunities and what we believe to be slower than anticipated timing of government funding and appropriations with respect to relevant projects in 2022. In addition, we are negotiating contracts with a government entity that is also an existing customer and the contracting process has taken longer than anticipated. Accordingly, there is a risk that some or all of the $4.0 million revenue we anticipate from these contracts would be deferred to later fiscal periods after the 2022 fiscal year if the contract negotiations are not completed, the contracts are not executed and we are unable to invoice for the full amount in 2022. Moreover, if negotiations result in contract terms that are less favorable than we anticipated, the total expected value of these contracts could decrease. Additionally, a portion of such anticipated revenue relates to work that has already been performed and costs that have already been incurred. We cannot assure the execution of these contracts in a timely manner or at all. If the contracts are not ultimately executed, it would likely be very difficult to realize the expected revenue from this government entity and we may be unable to recoup all or a portion of costs already incurred. Any such of the foregoing events or activities, among others, could cause governments and governmental agencies to delay or refrain entering into
 
29

Table of Contents
contracts with us and/or purchasing our computers in the future, reduce the size or timing of payment with respect to our services to or purchases from existing or new government customers, or otherwise have an adverse effect on our business, results of operations, financial condition, and growth prospects.
Our business is currently dependent upon our relationship with our cloud providers. There are no assurances that we will be able to commercialize quantum computers from our relationships with cloud providers.
We currently offer access to quantum computing as a service (“Quantum Computing as a Service” or “QCaaS”), both directly to our end users with our own Quantum Cloud Services and indirectly to end users through public cloud providers such as Amazon Braket and Microsoft Azure Quantum who integrate our QCS into their own quantum computing platforms. These public cloud partners operate a service in direct competition with our providing direct access to QCS. Currently, a majority of our QCaaS business is run through the AWS service, and we intend to partner with additional partners to provide access to our QCaaS. Cloud computing partnerships could be terminated, or not scale as anticipated, or even at all.
There is risk that one or more of the public cloud providers, such as AWS and Azure, could use their respective control of their public clouds to control market pricing of the services, restrict access, embed innovations or privileged interoperating capabilities in competing products, bundle competing products and leverage their public cloud customer relationships to exclude us from opportunities. Further, they have the resources to acquire or partner with existing and emerging providers of competing technology and thereby accelerate adoption of those competing technologies. All of the foregoing could make it difficult or impossible for us to provide products and services that compete favorably with those of the public cloud providers.
Further, if our contractual and other business relationships with our partners are terminated, either by the counterparty or by us, suspended or suffer a material change to which we are unable to adapt, such as the elimination of services or features on which we depend, we would be unable to provide our QCaaS business at the same scale and would experience significant delays and incur additional expense in transitioning customers to a different public cloud provider.
Currently, our customer agreement with AWS remains in effect until (i) terminated for convenience, which we may do for any reason by providing AWS notice and closing our account and which AWS may do for any reason by providing us at least 30 days’ notice or (ii) terminated for cause, which either party may do if the other party has an uncured material breach and which AWS may do immediately upon notice. Although alternative data center providers could host our business on a substantially similar basis to AWS, transitioning the cloud infrastructure currently hosted by AWS to alternative providers could potentially be disruptive, and we could incur significant
one-time
costs. If we are unable to renew our agreement with AWS on commercially acceptable terms, our agreement with AWS is prematurely terminated, or it adds additional infrastructure providers, we may experience costs or downtime in connection with the transfer to, or the addition of, new data center providers. If AWS or other infrastructure providers increase the costs of their services, our business, financial condition, or results of operations could be materially and adversely affected.
Any material change in our contractual and other business relationships with our partners, could result in reduced use of our systems, increased expenses, including service credit obligations, and harm to our brand and reputation, any of which could have a material adverse effect on our business, financial condition and results of operations.
We rely on access to high performance third party classical computing through public clouds, high performance computing centers and
on-premises
computing infrastructure to deliver performant quantum solutions to customers. We may not be able to maintain high quality relationships and connectivity with these resources which could make it harder for us to reach customers or deliver solutions in a cost-effective manner.
Our QCS incorporates high performance classical computing through public clouds to provide services to end users and our partners. These services are predominantly on AWS.
 
30

Table of Contents
Any material change in our contractual and other business relationships with AWS or other cloud provider, could result in reduced use of our systems, increased expenses, including service credit obligations, and harm our brand and reputation, any of which could have a material adverse effect on our business, financial condition and results of operations.
Further, if our contractual and other business relationships with our partners are terminated, either by the counterparty or by us, suspended or suffer a material change to which we are unable to adapt, such as the elimination of services or features on which we depend, we would be unable to provide our QCaaS business at the same scale and would experience significant delays and incur additional expense in transitioning customers to a different public cloud provider.
We depend on certain suppliers to source products. Failure to maintain our relationship with any of these suppliers, or a failure to replace any of these suppliers, could have a material adverse effect on our business, financial position, results of operations and cash flows.
We buy our products and supplies from suppliers that manufacture and source products from the United States and abroad. We enter into agreements with many of our suppliers that provide us with exclusive or restrictive distribution rights, limiting our competitors’ ability to source materials from such suppliers. Our ability to identify and develop relationships with qualified suppliers and enter into exclusive or restrictive distribution rights agreements with suppliers who can satisfy our standards for quality and our need to access products and supplies in a timely and efficient manner is a significant challenge. Any failure to maintain our relationship with any of our top ten largest suppliers, or a failure to replace any such supplier that is lost, could have a material adverse effect on our business, financial position, results of operations and cash flows.
We may be required to replace a supplier if their products do not meet our quality or safety standards. In addition, our suppliers could discontinue selling products at any time for reasons that may or may not be in our control or the suppliers’ control, including shortages of raw materials, environmental and social supply chain issues, pandemic, labor disputes or weather conditions. Disruptions in transportation lines or the ongoing military conflict involving Russia and Ukraine may also cause global supply chain issues that affect us or our suppliers. We generally have multiple sources of supply, however, in some cases, materials are provided by a single supplier. For example, our small and
mid-size
cryogenic refrigerators have been provided by a single supplier and we have begun to source from a second supplier. In addition, we expect that larger cryogenic refrigerators required in connection with the potential development of systems greater than 100 qubits will be provided by a single supplier, at least for an initial period of time. We cannot assure that any of our suppliers or potential suppliers will have the capacity to supply larger cryogenic refrigerators on the terms, timing or scale that we expect. The loss of, or substantial decrease in the availability of, products from our suppliers, or the loss of a key supplier, temporarily or permanently, could result in a material shortage of products, which could lead to price escalations that we may be unable to offset by our prices to our customers. When supply chain issues are later resolved and prices return to normal levels, we may be required to reduce the prices at which we sell our products to our customers in order to remain competitive. In addition, even where these risks do not materialize, we may incur costs as we prepare contingency plans to address such risks. Our operating results and inventory levels could suffer if we are unable to promptly replace a supplier who is unwilling or unable to satisfy our requirements with a supplier providing similar products. In addition, our suppliers’ ability to deliver products may also be affected by raw material and commodity cost volatility or financing constraints caused by credit market conditions, which could materially and negatively impact our net sales and operating costs, at least until alternate sources of supply are arranged. Any delay or unavailability of key products required for our development activities could delay or prevent us from further developing our systems and applications on our expected timelines or at all.
Additionally, our business, financial position, results of operations and cash flows could be materially and adversely affected by our inability to continue sourcing products from our suppliers. Although we seek to have alternate sources and recover increases in input costs through price increases in our products, shortages, supply
 
31

Table of Contents
chain interruptions or regulatory changes or other governmental actions could result in the need to change suppliers or incur cost increases that cannot, in the short term, or in some cases even in the long-term, be offset by our prices.
We may face unknown supply chain issues that could delay the development or introduction of our products and negatively impact our business and operating results.
We are reliant on third-party suppliers for components necessary to develop and manufacture our quantum computing solutions. Any of the following factors (and others) could have an adverse impact on the availability of these components:
 
   
our inability to enter into agreements with suppliers on commercially reasonable terms, or at all;
 
   
difficulties of suppliers ramping up their supply of materials to meet our requirements;
 
   
a significant increase in the price of one or more components, including due to industry consolidation occurring within one or more component supplier markets or as a result of decreased production capacity at manufacturers;
 
   
any reductions or interruption in supply, including disruptions on our global supply chain as a result of the
COVID-19
 
   
pandemic, which we have experienced, and may in the future experience or as a result of the ongoing military conflict between Russia and Ukraine and the related sanctions imposed against Russia (including as a result of disruptions of global shipping, the transport of products, energy supply, cybersecurity incidents and banking systems as well as of our ability to control input costs) or otherwise;
 
   
financial problems of either manufacturers or component suppliers;
 
   
significantly increased freight charges, or raw material costs and other expenses associated with our business;
 
   
other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components to us on a timely basis;
 
   
a failure to develop our supply chain management capabilities and recruit and retain qualified professionals;
 
   
a failure to adequately authorize procurement of inventory by our contract manufacturers; or
 
   
a failure to appropriately cancel, reschedule or adjust our requirements based on our business needs.
If any of the aforementioned factors were to materialize, it could cause us to halt production of our quantum computing solutions and/or entail higher manufacturing costs, any of which could materially adversely affect our business, operating results, and financial condition and could materially damage customer relationships.
Our systems depend on the use of certain development tools, supplies, equipment and production methods. If we are unable to procure the necessary tools, supplies and equipment to build our quantum systems, or are unable to do so on a timely and cost-effective basis, and in sufficient quantities, we may incur significant costs or delays which could negatively affect our operations and business.
There are limited suppliers to sources of materials which may be necessary for the production of our technology. We are currently reliant on a single or small number of suppliers for certain resources. While we are currently looking to engage additional suppliers, there is no guarantee we will be able to establish or maintain relationships with such additional suppliers on terms satisfactory to us. Reliance on any single supplier increases the risks associated with being unable to obtain the necessary components because the supplier may have
 
32

Table of Contents
manufacturing constraints, can be subject to unanticipated shutdowns and/or may be affected by natural disasters and other catastrophic events. Some of these factors may be completely out of our and our suppliers’ control. Failure to acquire sufficient quantities of the necessary components in a timely or cost-effective manner could materially harm our business.
Even if we are successful in developing quantum computing systems and executing our strategy, competitors in the industry may achieve technological breakthroughs which render our quantum computing systems obsolete or inferior to other products.
Our continued growth and success depend on our ability to innovate and develop quantum computing technology in a timely manner and effectively market these products. Without timely innovation and development, our quantum computing solutions could be rendered obsolete or less competitive by changing customer preferences or because of the introduction of a competitor’s newer technologies. We believe that many competing technologies will require a technological breakthrough in one or more problems related to science, fundamental physics or manufacturing. While it is uncertain whether such technological breakthroughs will occur in the next several years that does not preclude the possibility that such technological breakthroughs could eventually occur. Any technological breakthroughs which render our technology obsolete or inferior to other products, could have a material effect on our business, financial condition or results of operations.
We may be unable to reduce the cost of developing our quantum computers, which may prevent us from pricing our quantum systems competitively.
The success of our business is dependent upon the cost per qubit decreasing over the next several years as our quantum computers advance, which is based on achieving anticipated economies of scale related to demand for our computer systems, technological innovation and negotiations with third-party parts suppliers. If we do not achieve economies of scale or if the anticipated cost savings do not materialize, we may be unable to achieve a lower cost per qubit, which would make our quantum computing solution less competitive than those produced by our competitors and could have a material adverse effect on our business, financial condition or results of operations. Due to macroeconomic headwinds, we have experienced and may continue to experience increased costs, including with respect to labor and products.
The quantum computing industry is in its early stages and volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our quantum computing solutions, if it encounters negative publicity or if our solution does not drive commercial engagement, the growth of our business will be harmed.
The nascent market for quantum computers is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing customer demands and behaviors. If demand for quantum computers in general does not develop as expected, or develops more slowly than expected, our business, prospects, financial condition and operating results could be harmed.
In addition, our growth and future demand for our products is highly dependent upon the adoption by developers and customers of quantum computers, as well as on our ability to demonstrate the value of quantum computing to our customers. Delays in future generations of our quantum computers or technical failures at other quantum computing companies could limit acceptance of our solution. Negative publicity concerning our solution or the quantum computing industry as a whole could limit acceptance of our solution. We believe quantum computing will solve many large-scale problems. However, such problems may never be solvable by quantum computing technology. If our clients and partners do not perceive the benefits of our solution, or if our solution does not drive member engagement, then demand for our products may not develop at all, or it may develop slower than we expect. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations. If progress towards quantum advantage ever slows relative
 
33

Table of Contents
to expectations, it could adversely impact revenues and customer confidence to continue to pay for testing, access and “quantum readiness.” This would harm or even eliminate revenues in the period before quantum advantage.
If our computers fail to achieve quantum advantage, our business, financial condition and future prospects may be harmed.
Quantum advantage refers to the moment when a quantum computer can compute faster than traditional computers, while quantum supremacy is achieved once quantum computers are powerful enough to complete calculations that traditional supercomputers cannot perform at all. Broad quantum advantage is when quantum advantage is seen in many applications and developers prefer quantum computers to a traditional computer. No current quantum computers, including our quantum hardware, have reached a broad quantum advantage, and may never reach such advantage. Achieving a broad quantum advantage will be critical to the success of any quantum computing company, including ours. However, achieving quantum advantage would not necessarily lead to commercial viability of the technology that accomplished such advantage, nor would it mean that such system could outperform classical computers in tasks other than the one used to determine a quantum advantage. Quantum computing technology, including broad quantum advantage, may take decades to be realized, if ever. If we cannot develop quantum computers that have quantum advantage, customers may not continue to purchase our products and services. If other companies’ quantum computers reach a broad quantum advantage prior to the time we reach such capabilities, it could lead to a loss of customers. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations.
We could suffer disruptions, outages, defects and other performance and quality problems with our quantum computing systems, our production technology partners or with the public cloud, data centers and internet infrastructure on which we rely.
Our business depends on our quantum computing systems being available. We have experienced, and may in the future further experience, disruptions, outages, defects and other performance and quality problems with our systems. We have also experienced, and may in the future further experience, disruptions, outages, defects and other performance and quality problems with the public cloud and internet infrastructure on which our systems rely. These problems can be caused by a variety of factors, including failed introductions of new functionality, vulnerabilities and defects in proprietary and open-source software, hardware components, human error or misconduct, capacity constraints, design limitations or denial of service attacks or other security-related incidents. We do not have a contractual right with our public cloud providers that compensates us for any losses due to availability interruptions in the public cloud.
Any disruptions, outages, defects and other performance and quality problems with our quantum computing system or with the public cloud and internet infrastructure on which we rely, could result in reduced use of our systems, increased expenses, including service credit obligations, and harm to our brand and reputation, any of which could have a material adverse effect on our business, financial condition and results of operations.
If we cannot successfully execute on our strategy, including in response to changing customer needs and new technologies and other market requirements, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed.
The quantum computing market is characterized by rapid technological change, changing user requirements, uncertain product lifecycles and evolving industry standards. We believe that the pace of innovation will continue to accelerate as technology changes and different approaches to quantum computing mature on a broad range of factors, including system architecture, error correction, performance and scale, ease of programming, user experience, markets addressed, types of data processed, and data governance and regulatory compliance. Our future success depends on our ability to continue to innovate and increase customer adoption of our quantum solutions. If we are unable to enhance our quantum computing system to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower
 
34

Table of Contents
prices, more efficiently, with better functionality, more conveniently, or more securely than our platform, our business, financial condition and results of operations could be adversely affected.
We are highly dependent on our ability to attract and retain senior executive leadership and other key employees, such as quantum physicists, software engineers and other key technical employees, which is critical to our success. If we fail to retain talented, highly qualified senior management, engineers and other key employees or attract them when needed, such failure could negatively impact our business.
Our future success is highly dependent on our ability to attract and retain our executive officers, key employees and other qualified personnel. As we build our brand and become more well known, there is increased risk that competitors or other companies may seek to hire our personnel. The loss of the services provided by these individuals will adversely impact the achievement of our business strategy. These individuals could leave our employment at any time, as they are “at will” employees. A loss of a member of senior management, or an engineer or other key employee particularly to a competitor, could also place us at a competitive disadvantage. Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution.
Our future success also depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. The market for highly skilled workers and leaders in the quantum computing industry is extremely competitive. In particular, hiring qualified personnel specializing in supply chain management, engineering and sales, as well as other technical staff and research and development personnel is critical to our business and the development of our quantum computing systems. Some of these professionals are hard to find and we may encounter significant competition in our efforts to hire them. Many of the other companies with which we compete for qualified personnel have greater financial and other resources than we do. The effective operation of our supply chain, including the acquisition of critical components and materials, the development of our quantum computing technologies, the commercialization of our quantum computing technologies and the effective operation of our managerial and operating systems all depend upon our ability to attract, train and retain qualified personnel in the aforementioned specialties. Additionally, changes in immigration and work permit laws and regulations or the administration or interpretation of such laws or regulations could impair our ability to attract and retain highly qualified employees. If we cannot attract, train and retain qualified personnel in this competitive environment, we may experience delays in the development of our quantum computing technologies and be otherwise unable to develop and grow our business as projected, or even at all.
Our future growth and success depends on our ability to sell effectively to government entities and large enterprises.
Our potential customers tend to be government agencies and large enterprises. Therefore, our future success will depend on our ability to effectively sell our products to such customers. Sales to these
end-customers
involve risks that may not be present (or that are present to a lesser extent) with sales to
non-governmental
agencies or smaller customers. These risks include, but are not limited to, (i) increased purchasing power and leverage held by such customers in negotiating contractual arrangements with us and (ii) longer sales cycles and the associated risk that substantial time and resources may be spent on a potential
end-customer
that elects not to purchase our solutions. Sales to government agencies are typically under fixed fee development contracts, which involve additional risks. See “—
If our cost and time estimates for fixed fee arrangements do not accurately anticipate the cost of servicing those arrangements, we could experience losses on these arrangements or our profitability
could be reduced.
” In addition, government contracts generally include the ability of government agencies to terminate early which, if exercised, would result in a lower contract value and lower than anticipated revenues generated by such arrangement. See “—
Contracts with U.S. government entities subject us to risks including early termination, audits, investigations, sanctions and penalties
.”
Government agencies and large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. Our contracts with government agencies are typically structured in phases, with each phase
 
35

Table of Contents
subject to satisfaction of certain conditions. As a result, the actual scope of work performed pursuant to any such contracts, in addition to related contract revenue, could be less than total contract value. In addition, product purchases by such organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, these organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers and could lead to lower revenue results than originally anticipated.
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 generate revenue. If we fail to accurately predict our manufacturing requirements, it could incur additional costs or experience delays.
It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. We anticipate being required to provide forecasts of our demand to our current and future suppliers prior to the scheduled delivery of products to potential customers. Currently, there is no historical basis for making judgments on the demand for our quantum computers or our ability to develop, manufacture, and deliver quantum computers, or our profitability, if any, in the future. If we overestimate our requirements, our suppliers may have excess inventory, which indirectly would increase our costs. If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt manufacturing of our products and result in delays in shipments and revenues. In addition, lead times for materials and components that our suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If we fail to order sufficient quantities of product components in a timely manner, the delivery of quantum computers and related compute time to our potential customers could be delayed, which would harm our business, financial condition and operating results.
Because our success depends, in part, on our ability to expand sales internationally, our business will be susceptible to risks associated with international operations.
We currently maintain offices and have sales personnel in the United States, the United Kingdom, Australia and Canada, and we intend to expand our international operations by developing a sales presence in other international markets. In the six months ended June 30, 2022 and the eleven months ended December 31, 2021 and year ended January 31, 2021, our
non-U.S.
revenue was approximately 16.2%, 29% and 8% of our total revenue, respectively. We expect to continue to expand our international operations, which may include opening offices in new jurisdictions and providing our solutions in additional languages. Any additional international expansion efforts that we are undertaking and may undertake may not be successful. In addition, conducting international operations subjects us to new risks, some of which we have not generally faced in the United States or other countries where we currently operate. These risks include, among other things:
 
   
unexpected costs and errors in the localization of our platform and solutions, including translation into foreign languages and adaptation for local culture, practices and regulatory requirements;
 
   
lack of familiarity and burdens of complying with foreign laws, legal standards, privacy and cybersecurity standards, regulatory requirements, tariffs and other barriers, and the risk of penalties to our customers and individual members of management or employees if our practices are deemed to not be in compliance;
 
   
practical difficulties of enforcing intellectual property rights in countries with varying laws and standards and reduced or varied protection for intellectual property rights in some countries;
 
   
an evolving legal framework and additional legal or regulatory requirements for data privacy and cybersecurity, which may necessitate the establishment of systems to maintain data in local markets, requiring us to invest in additional data centers and network infrastructure, and the implementation of
 
36

Table of Contents
 
additional employee data privacy documentation (including locally-compliant data privacy notice and policies), all of which may involve substantial expense and may cause us to need to divert resources from other aspects of our business, all of which may adversely affect our business;
 
   
unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions;
 
   
difficulties in managing systems integrators and technology partners;
 
   
differing technology standards;
 
   
different pricing environments, longer sales cycles, longer accounts receivable payment cycles and difficulties in collecting accounts receivable;
 
   
increased financial accounting and reporting burdens and complexities;
 
   
difficulties in managing and staffing international operations including the proper classification of independent contractors and other contingent workers, differing employer/employee relationships and local employment laws;
 
   
increased costs involved with recruiting and retaining an expanded employee population outside the United States through cash and equity-based incentive programs and unexpected legal costs and regulatory restrictions in issuing our shares to employees outside the United States;
 
   
global political and regulatory changes that may lead to restrictions on immigration and travel for our employees;
 
   
fluctuations in exchange rates that may decrease the value of our foreign-based revenue;
 
   
potentially adverse tax consequences, including the complexities of foreign value added tax (or other tax) systems, restrictions on the repatriation of earnings, and transfer pricing requirements; and
 
   
permanent establishment risks and complexities in connection with international payroll, tax and social security requirements for international employees.
Additionally, operating in international markets also requires significant management attention and financial resources. We cannot be certain that the investment and additional resources required in establishing operations in other countries will produce desired levels of revenue or profitability.
Compliance with laws and regulations applicable to our global operations also substantially increases our cost of doing business in foreign jurisdictions. We have limited experience in marketing, selling and supporting our platform outside of the United States. Our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake will not be successful. If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business, financial condition, revenues, results of operations or cash flows will suffer. We may be unable to keep current with changes in government requirements as they change from time to time. Failure to comply with these regulations could harm our business. In many countries, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or other regulations applicable to us. Although we have implemented policies and procedures designed to ensure compliance with these laws and policies, there can be no assurance that all of our employees, contractors, partners and agents will comply with these laws and policies. Violations of laws or key control policies by our employees, contractors, partners or agents could result in delays in revenue recognition, financial reporting misstatements, enforcement actions, reputational harm, disgorgement of profits, fines, civil and criminal penalties, damages, injunctions, other collateral consequences or the prohibition of the importation or exportation of our solutions and could harm our business, financial condition, revenues, results of operations or cash flows.
 
37

Table of Contents
Our international sales and operations subject us to additional risks and costs, including the ability to engage with customers in new geographies, exposure to foreign currency exchange rate fluctuations, that can adversely affect our business, financial condition, revenues, results of operations or cash flows.
We derive a significant portion of revenue from our customers in the United States. We are continuing to expand our international operations as part of our growth strategy. However, there are a variety of risks and costs associated with our international sales and operations, which include making investments prior to the proven adoption of our solutions, the cost of conducting our business internationally and hiring and training international employees and the costs associated with complying with local law. Furthermore, we cannot predict the rate at which our platform and solutions will be accepted in international markets by potential customers. We currently have sales, customer support and engineering personnel outside the United States in the United Kingdom, Australia and Canada, and have started the process of establishing a sales presence in Germany; however, our sales, support and engineering organization outside the United States is substantially smaller than our U.S. sales organization. We believe our ability to attract new customers to subscribe to our platform or to attract existing customers to renew or expand their use of our platform is directly correlated to the level of engagement we obtain with the customer. To the extent we are unable to effectively engage with
non-U.S.
customers due to our limited sales force capacity, we may be unable to effectively grow in international markets.
As our international operations expand, our exposure to the effects of fluctuations in currency exchange rates grows. While we has primarily transacted with customers in U.S. dollars, historically, we expect to continue to expand the number of transactions with our customers that are denominated in foreign currencies in the future. Additionally, fluctuations in the value of the U.S. dollar and foreign currencies may make our subscriptions more expensive for international customers, which could harm our business. Additionally, we incur expenses for employee compensation and other operating expenses at our
non-U.S.
locations in the local currency for such locations. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in an increase to the U.S. dollar equivalent of such expenses. These fluctuations could cause our results of operations to differ from our expectations or the expectations of our investors. Additionally, such foreign currency exchange rate fluctuations could make it more difficult to detect underlying trends in our business and results of operations.
Our international operations may subject us to greater than anticipated tax liabilities.
The amount of taxes we pay in different jurisdictions depends on the application of the tax laws of various jurisdictions, including the United States, to our international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies, and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany transactions pursuant to our intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a challenge or disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in
one-time
tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations. Our financial statements could fail to reflect adequate reserves to cover such a contingency. Similarly, a taxing authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, often referred to as a “permanent establishment” under international tax treaties, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions.
Our quantum computing systems may not be compatible with some or all industry-standard software and hardware in the future, which could harm our business.
We have focused our efforts on creating quantum computing hardware, the operating system for such hardware, a suite of
low-level
software programs that optimize execution of quantum algorithms on our hardware, application programing interfaces (“APIs”) to access our systems, software development kits (“SDKs”) for system and application developers, and quantum programming languages for
low-
and high-level
 
38

Table of Contents
application developers. The industry is rapidly evolving, and customers have many choices for programming languages, application libraries, APIs, and SDKs, some of which may not be compatible with our own languages, APIs or SDKs. Our quantum computing solutions are designed today to be compatible with most major quantum software development kits, including Qiskit, Cirq, and Open QASM, all of which are open source. If a proprietary (not open source) software toolset became the standard for quantum application development in the future by a competitor, usage of our hardware might be limited as a result which would have a negative impact on the Company. Similarly, if a piece of hardware became a necessary component for quantum computing (for instance, quantum networking) and we cannot integrate with, the result might have a negative impact on the Company.
If our customers are unable to achieve compatibility between other software and hardware and our hardware, it could impact our relationships with such customers or with customers, generally, if the incompatibility is more widespread. In addition, the mere announcement of an incompatibility problem relating to our products with higher level software tools could cause us to suffer reputational harm and/or lead to a loss of customers. Any adverse impacts from the incompatibility of our quantum computing solutions could adversely affect our business, operating results and financial condition.
We may rely heavily on future collaborative partners and third parties to develop key, relevant algorithms and programming to make our quantum systems commercially viable.
We have entered into, and may enter into, strategic partnerships to develop and commercialize our current and future research and development programs with other companies to accomplish one or more of the following:
 
   
obtain expertise;
 
   
obtain sales and marketing services or support;
 
   
obtain equipment and facilities;
 
   
develop relationships with potential future customers; and
 
   
generate revenue.
We may not be successful in establishing or maintaining suitable partnerships, and we may not be able to negotiate collaboration agreements having terms satisfactory to the Company, or at all. Failure to make or maintain these arrangements or a delay or failure in a collaborative partner’s performance under any such arrangements could harm our business and financial condition.
System security and data protection breaches, as well as cyber-attacks, including state-sponsored attacks, could disrupt our operations, which may damage our reputation and adversely affect our business.
Cyber-attacks,
denial-of-service
attacks, ransomware attacks, business email compromises, computer malware, viruses, and social engineering (including phishing) are prevalent in the technology industry and our customers’ industries. In addition, we may experience attacks, unavailable systems, unauthorized access or disclosure due to employee theft or misuse,
denial-of-service
attacks, sophisticated nation-state and nation-state supported actors, and advanced persistent threat intrusions. The techniques may be used to sabotage or to obtain unauthorized access to our platform, systems, networks, or physical facilities where our quantum computers are stored, and we may be unable to implement adequate preventative measures or stop security breaches while they are occurring. U.S. law enforcement agencies have indicated to us that quantum computing technology is of particular interest to certain malicious cyber threat actors. In addition, our cybersecurity risk could be increased as a result of the ongoing military conflict between Russia and Ukraine and the related sanctions imposed against Russia.
Our platform is built to be accessed through third-party public cloud providers such as AWS. These providers may also experience breaches and attacks to their products which may impact our systems. Data
 
39

Table of Contents
security breaches may also result from
non-technical
means, such as actions by an employee with access to our systems. While we and our third-party cloud providers have implemented security measures designed to protect against security breaches, these measures could fail or may be insufficient, resulting in the unauthorized disclosure, modification, misuse, destruction, or loss of sensitive or confidential information.
Actual or perceived breaches of our security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about the Company, our partners, our customers or third parties could expose we and the parties affected to a risk of loss or misuse of this information, resulting in litigation and potential liability, paying damages, regulatory inquiries or actions, damage to our brand and reputation or other harm to our business. Our efforts to prevent and overcome these challenges could increase our expenses and may not be successful. If we fail to detect or remediate a security breach in a timely manner, or a breach otherwise affects our customers, or if we suffers a cyber-attack that impacts our ability to operate our platform, we may suffer material damage to our reputation, business, financial condition and results of operations.
Unfavorable conditions in our industry or the global economy, could limit our ability to grow our business and negatively affect our results of operations.
Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers and potential customers. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, international trade relations, pandemics (such as the
COVID-19
pandemic), political turmoil, natural catastrophes, warfare, and terrorist attacks on the United States or elsewhere, could cause a decrease in business investments, including the progress on development of quantum technologies, and negatively affect the growth of our business. In addition, in challenging economic times, our current or potential future customers may experience cash flow problems and as a result may modify, delay or cancel plans to purchase our products and services. Additionally, if our customers are not successful in generating sufficient revenue or are unable to secure financing, they may not be able to pay, or may delay payment of, accounts receivable due to it. Moreover, our key suppliers may reduce their output or become insolvent, thereby adversely impacting our ability to manufacture our products.
Furthermore, uncertain economic conditions may make it more difficult for us to raise funds through borrowings or private or public sales of debt or equity securities. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry.
Government actions and regulations, such as tariffs and trade protection measures, may limit our ability to obtain products from our suppliers or sell our products and services to customers. Political challenges between the United States and countries in which our suppliers are located, and changes to trade policies, including tariff rates and customs duties, trade relations between the United States and those countries and other macroeconomic issues could adversely impact our business. The United States administration has announced tariffs on certain products imported into the United States, and some countries have imposed tariffs in response to the actions of the United States. There is also a possibility of future tariffs, trade protection measures or other restrictions imposed on our products or on our customers by the United States or other countries that could have a material adverse effect on our business. Our technology may be deemed a matter of national security and as such our customer base may be tightly restricted. We may accept government grants that place restrictions on the business’ ability to operate.
Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and share price.
The global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence,
 
40

Table of Contents
declines in economic growth, increases in unemployment rates, increases in inflation rates, higher interest rates and uncertainty about economic stability. For example, the
COVID-19
pandemic resulted in widespread unemployment, economic slowdown and extreme volatility in the capital markets. Similarly, the ongoing military conflict between Russia and Ukraine has created extreme volatility in the global capital markets and is expected to have further global economic consequences, including disruptions of the global supply chain and energy markets. Any such volatility and disruptions may have adverse consequences on us or the third parties on whom we rely. If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. Increased inflation rates have and are expected to adversely affect us by increasing our costs, including labor and employee benefit costs, and costs for equipment and system components associated with system development. In addition, higher inflation could also increase our customers’ operating costs, which could result in reduced budgets for our customers and potentially less demand for our systems. Any significant increases in inflation and related increase in interest rates could have a material adverse effect on our business, results of operations and financial condition.
If our cost and time estimates for fixed fee arrangements do not accurately anticipate the cost of servicing those arrangements, we could experience losses on these arrangements and our profitability could be reduced.
Our development contracts are typically fixed fee arrangements invoiced on a milestone basis. If we underestimate the amount of effort required to deliver on a contract and/or the period of time required to achieve the milestone, our profitability could be reduced. If the actual costs of completing the contract exceed the agreed upon fixed price, we would incur a loss on the arrangement.
We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future. If we fail to remediate this material weakness or otherwise fail to establish and maintain effective control over financial reporting, it may adversely affect our ability to accurately and timely report our financial results, and may adversely affect investor confidence and business operations.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
In connection with our unaudited condensed consolidated financial statements for the nine months ended October 31, 2021, we identified a material weakness in our internal control over financial reporting related to the lack of effective review controls over the accounting for complex financial instruments. Specifically, the controls failed to identify an error in the accounting for complex warrant instruments. The corrected error related to the Company not properly accounting for the liability associated with the warrants to purchase common stock issued to Trinity Capital Inc. that was subsequently cancelled and reissued for a new warrant in connection with an amendment to our loan and security agreement as described in Note 6 to our unaudited consolidated financial statements included elsewhere in this prospectus.
In addition, during the second quarter of 2022, we also identified and corrected an immaterial error related to revaluation of the liability associated with the same warrants issued to Trinity Capital. The error was made in the previously issued unaudited condensed consolidated financial statements as of and for the period ended March 31, 2022 as disclosed in Note 9 to the unaudited consolidated financial statements included elsewhere in this prospectus. We corrected the immaterial error in our financial statements as of and for the period ended June 30, 2022.
Our management previously concluded that this material weakness in our internal control over financial reporting was due to the fact that at the time we initially identified the material weakness, we did not have sufficient accounting resources and did not have the necessary business processes and related internal controls
 
41

Table of Contents
formally designed and implemented to address the accounting and financial reporting requirements related to this complex transaction. Our design and maintenance of controls to evaluate and monitor the accounting for these complex warrant liabilities were still not adequate as of June 30, 2022.
Our management is in the process of developing a remediation plan and is taking steps to remediate the material weakness. The material weakness will be considered remediated when our management designs and implements effective controls that operate for a sufficient period of time and our management has concluded, through testing, that these controls are effective. Our management will continue to monitor the effectiveness of our remediation plan and will make the changes it determines to be appropriate. Although we intend to complete this remediation process as quickly as practicable, we cannot at this time estimate how long it will take, and our initiatives may not prove to be successful in remediating the material weakness. Furthermore, we cannot ensure that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to our material weakness in our internal controls over financial reporting or that they will prevent or avoid potential future material weaknesses.
Although we continue to remediate our material weakness, we may be unable to remediate it in a timely manner or at all, and additional weaknesses in our disclosure controls and internal controls over financial reporting may be discovered in the future. Any failure to remediate the material weakness or otherwise develop or maintain effective controls or any difficulties encountered in their implementation or improvement could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to the listing requirements of the Nasdaq, investors may lose confidence in our financial reporting and our stock price may decline as a result.
Acquisitions, divestitures, strategic investments and strategic partnerships could disrupt our business and harm our financial condition and operating results.
We may pursue growth opportunities by acquiring complementary businesses, solutions or technologies through strategic transactions, investments or partnerships. The identification of suitable acquisition, strategic investment or strategic partnership candidates can be costly and time consuming and can distract our management team from our current operations. If such strategic transactions require us to seek additional debt or equity financing, we may not be able to obtain such financing on terms favorable to us or at all, and such transactions may adversely affect our liquidity and capital structure. Any strategic transaction might not strengthen our competitive position, may increase some of our risks, and may be viewed negatively by our customers, partners or investors. Even if we successfully complete a strategic transaction, we may not be able to effectively integrate the acquired business, technology, systems, control environment, solutions, personnel or operations into our business. We may experience unexpected changes in how we are required to account for strategic transactions pursuant to U.S. GAAP and may not achieve the anticipated benefits of any strategic transaction. We may incur unexpected costs, claims or liabilities that we incur during the strategic transaction or that we assume from the acquired company, or we may discover adverse conditions post acquisition for which we have limited or no recourse.
We have been, and may in the future be, adversely affected by the global
COVID-19
pandemic, its various strains or future pandemics.
We face various risks related to epidemics, pandemics, and other outbreaks, including the recent
COVID-19
pandemic, including newly discovered strains of the virus. In response to the
COVID-19
pandemic, governments have implemented significant measures, including, but not limited to, business closures, quarantines, travel restrictions,
shelter-in-place,
stay-at-home
and other social distancing directives, intended to control the spread of the virus. Companies have also taken precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. To the extent that these restrictions remain in place, additional prevention and mitigation measures are implemented in the future, or there is uncertainty about the effectiveness of these or any other measures to contain or treat
COVID-19
or future pandemics, there is likely to be an adverse
 
42

Table of Contents
impact on our potential customers, our employees and global economic conditions, and consumer confidence and spending, which could materially and adversely affect our operations and demand for our products.
The spread of
COVID-19
has and may continue to impact our suppliers by disrupting the manufacturing, delivery and the overall supply chain of parts required to manufacture our quantum computers. In addition, various aspects of our business cannot be conducted remotely, such as the fabrication of quantum processors and the assembly of our quantum computers. These measures by government authorities may remain in place for a significant period of time and they are likely to continue to adversely affect our future manufacturing plans, sales and marketing activities, business and results of operations. We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, suppliers, vendors and business partners.
Due to the fluid nature of the
COVID-19
pandemic, uncertainties regarding the related economic impact are likely to result in sustained market turmoil, which could also negatively impact our business, financial condition and cash flows. During 2020, we scaled back our recruiting efforts to control costs and experienced weeklong onsite work stoppages due to quarantining related to the
COVID-19
pandemic. The extent of
COVID-19’s
effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. As a result, it is not currently possible to ascertain the overall impact of
COVID-19
on our business. However, if the pandemic continues to persist as a severe worldwide health crisis, the disease could negatively impact our business, financial condition results of operations and cash flows, and may also have the effect of heightening many of the other risks described in this “Risk Factors” section.
Even after the
COVID-19
pandemic has subsided, we may continue to experience an adverse impact to our business as a result of
COVID-19’s
global economic impact, including any recession that has occurred or may occur in the future.
Our facilities or operations could be damaged or adversely affected as a result of prolonged power outages, natural disasters and other catastrophic events.
Our facilities or operations could be adversely affected by events outside of our control, such as natural disasters, and other calamities. We cannot assure you that any backup systems will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures,
break-ins,
war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause delays in development and fabrication, the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services.
Risks Related to Litigation and Government Regulation
State, federal and foreign laws and regulations related to privacy, data use and security could adversely affect us.
We are subject to state and federal laws and regulations related to privacy, data use and security. In addition, in recent years, there has been a heightened legislative and regulatory focus on data security, including requiring consumer notification in the event of a data breach. Legislation has been introduced in Congress and there have been several Congressional hearings addressing these issues. From time to time, Congress has considered, and may do so again, legislation establishing requirements for data security and response to data breaches that, if implemented, could affect us by increasing our costs of doing business. In addition, several states have enacted privacy or security breach legislation requiring varying levels of consumer notification in the event of a security breach. For example, the California Consumer Privacy Act (“CCPA”), which enhances consumer protection and privacy rights by granting consumers resident in California new rights with respect to the collection of their personal data and imposing new operational requirements on businesses, went into effect in January 2020. The
 
43

Table of Contents
CCPA includes a statutory damages framework and private rights of action against businesses that fail to comply with certain CCPA terms or implement reasonable security procedures and practices to prevent data breaches. Several other states are considering similar legislation. Foreign governments are raising similar privacy and data security concerns. In particular, the European Union enacted a General Data Protection Regulation. China, Russia, Japan and other countries in Latin America and Asia are also strengthening their privacy laws and the enforcement of privacy and data security requirements. Complying with such laws and regulations may be time-consuming and require additional resources, and could therefore harm our business, financial condition and results of operations.
Contracts with U.S. government entities subject us to risks including early termination, audits, investigations, sanctions and penalties.
We have several contracts with various government entities, including contracts with NASA, the Defense Advanced Research Project Agency (“DARPA”), and the Department of Energy (“DOE”), among others, and we may enter into additional contracts with U.S. government entities in the future, which subjects our business to statutes and regulations applicable to companies doing business with the government, including the Federal Acquisition Regulation. These government contracts customarily contain provisions that give the government substantial rights and remedies, many of which are not typically found in commercial contracts and which are unfavorable to contractors. For instance, most U.S. government agencies include provisions that allow the government to unilaterally terminate or modify contracts for convenience, and in that event, the counterparty to the contract may generally recover only its incurred or committed costs and settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default, the defaulting party may be liable for any extra costs incurred by the government in procuring undelivered items from another source.
In addition, government contracts normally contain additional requirements that may increase our costs of doing business, reduce our profits, and expose us to liability for failure to comply with these terms and conditions. These requirements include, for example:
 
   
specialized disclosure and accounting requirements unique to government contracts;
 
   
financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government;
 
   
public disclosures of certain contract and company information; and
 
   
mandatory socioeconomic compliance requirements, including labor requirements,
non-discrimination
and affirmative action programs and environmental compliance requirements.
Government contracts are also generally subject to greater scrutiny by the government, which can initiate reviews, audits and investigations regarding our compliance with government contract requirements. In addition, if we fail to comply with government contracting laws, regulations and contract requirements, our contracts may be subject to termination, and we may be subject to financial and/or other liability under our contracts, the Federal Civil False Claims Act (including treble damages and other penalties), or criminal law. In particular, the False Claims Act’s “whistleblower” provisions also allow private individuals, including present and former employees, to sue on behalf of the U.S. government. Any penalties, damages, fines, suspension, or damages could adversely affect our ability to operate our business and our financial results.
We are subject to U.S. and foreign anti-corruption, anti-bribery and similar laws, and
non-compliance
with such laws can subject us to criminal or civil liability and harm our business.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, and other anti-bribery, and anti-corruption laws in countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively
 
44

Table of Contents
in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, promising, offering, providing, soliciting, or accepting, directly or indirectly, improper payments or benefits to or from any person whether in the public or private sector. We may engage with partners and third-party intermediaries to market our services and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, and of our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. We cannot provide any assurance that all of our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.
Detecting, investigating, and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources, and attention from senior management. In addition, noncompliance with anti-corruption or anti-bribery laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties, injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage, and other collateral consequences.
We are subject to governmental export and import controls that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws.
Our products and technologies are subject to U.S. export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. U.S. export control and economic sanctions laws include restrictions or prohibitions on the sale or supply of certain products, technologies, and services to U.S. Government embargoed or sanctioned countries, governments, persons and entities. In addition, certain products and technology may be subject to export licensing or approval requirements. Exports of our products and technology must be made in compliance with export control and sanctions laws and regulations. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers.
In addition, changes in our products or technologies or changes in applicable export or import laws and regulations may create delays in the introduction and sale of our products and technologies in international markets or, in some cases, prevent the export or import of our products and technologies to certain countries, governments or persons altogether. Any change in export or import laws and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies targeted by such laws and regulations, could also result in decreased use of our products and technologies, or in our decreased ability to export or sell our products and technologies to existing or potential customers. Any decreased use of our products and technologies or limitation on our ability to export or sell our products and technologies would likely adversely affect our business, financial condition and results of operations.
We expect to incur significant costs in complying with these regulations. Regulations related to quantum computing are currently evolving and we face risks associated with changes to these regulations.
Our business is exposed to risks associated with litigation, investigations and regulatory proceedings.
We may in the future face legal, administrative and regulatory proceedings, claims, demands and/or investigations involving stockholder, consumer, competition and/or other issues relating to our business on a global basis. Litigation and regulatory proceedings are inherently uncertain, and adverse rulings could occur,
 
45

Table of Contents
including monetary damages, or an injunction stopping us from engaging in certain business practices, or requiring other remedies, such as compulsory licensing of patents. An unfavorable outcome or settlement may result in a material adverse impact on our business, results of operations, financial position and overall trends. In addition, regardless of the outcome, litigation can be costly, time-consuming, and disruptive to our operations. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. In addition, the laws and regulations our business is subject to are complex and change frequently. We may be required to incur significant expense to comply with changes in, or remedy violations of, these laws and regulations.
Furthermore, while we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery.
We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.
We may become subject to product liability claims, even those without merit, which could harm our business prospects, operating results, and financial condition. We may face inherent risk of exposure to claims in the event our quantum computers do not perform as expected or malfunction. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our quantum computers and business and inhibit or prevent commercialization of other future quantum computers, which would have material adverse effects on our brand, business, prospects and operating results. Any insurance coverage might not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of our coverage, or outside of our coverage, may have a material adverse effect on our reputation, business and financial condition. We may not be able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim under our policy.
We are subject to requirements relating to environmental and safety regulations and environmental remediation matters which could adversely affect our business, results of operation and reputation.
We are subject to numerous federal, state and local environmental laws and regulations governing, among other things, solid and hazardous waste storage, treatment and disposal, and remediation of releases of hazardous materials. There are significant capital, operating and other costs associated with compliance with these environmental laws and regulations. Environmental laws and regulations may become more stringent in the future, which could increase costs of compliance or require us to manufacture with alternative technologies and materials.
Federal, state and local authorities also regulate a variety of matters, including, but not limited to, health, safety and permitting in addition to the environmental matters discussed above. New legislation and regulations may require us to make material changes to our operations, resulting in significant increases to the cost of production.
Our manufacturing process will have hazards such as but not limited to hazardous materials, machines with moving parts, and high voltage and/or high current electrical systems typical of large manufacturing equipment and related safety incidents. There may be safety incidents that damage machinery or product, slow or stop production, or harm employees. Consequences may include litigation, regulation, fines, increased insurance premiums, mandates to temporarily halt production, workers’ compensation claims, or other actions that impact our brand, finances, or ability to operate.
 
46

Table of Contents
Risks Related to Intellectual Property
Our failure to obtain, maintain and protect our intellectual property rights could impair our ability to protect and commercialize our proprietary products and technology and cause us to lose our competitive advantage.
Our success depends, in significant part, on our ability to obtain, maintain, enforce and defend our intellectual property rights, including patents and trade secrets. We rely upon a combination of the intellectual property protections afforded by patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual protections, to establish, maintain and enforce rights in our proprietary technologies. In addition, we seek to protect our intellectual property rights through nondisclosure and invention assignment agreements with our employees and consultants, and through
non-disclosure
agreements with business partners and other third parties.
However, we may not be able to prevent unauthorized use of our intellectual property. Our trade secrets may also be compromised, which could cause us to lose our competitive advantage. Third parties may attempt to copy or otherwise obtain, use or infringe our intellectual property.
Monitoring and detecting unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent infringement or misappropriation may not be sufficient. Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive and could divert management’s attention, which could harm Our business, results of operations, and financial condition. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard our intellectual property portfolio, and third parties may develop competitive offerings in a manner that leaves us with limited means to enforce our intellectual property rights against them.
Patent, copyright, trademark and trade secret laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States and efforts to protect against the unauthorized use of our intellectual property rights, technology and other proprietary rights may be more expensive and difficult outside of the United States.
Failure to adequately protect our intellectual property rights could result in our competitors using our intellectual property to offer products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue, which would adversely affect our business, financial condition and operating results.
Our inability to secure patent protection or enforce our patent rights could have a material adverse effect on our ability to prevent others from commercializing similar products or technology.
The application and registration of patents involves complex legal and factual questions. As a result, we cannot be certain that the patent applications that we files will result in patents being issued, or that our patents and any future patents that do issue will afford protection against competitors with similar technology. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology, and this may make it difficult for us to obtain certain patent coverage on our own. Any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issued U.S. patents will be issued.
Even if our patent applications succeed, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide us with meaningful protection or competitive advantages. The intellectual property rights of others could bar us from licensing and exploiting any patents that issue from our pending applications, and the claims under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. In addition, patents issued to us may be
 
47

Table of Contents
infringed upon or designed around by others and others may obtain patents that it needs to license or design around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operating results.
We may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards, or limit our ability to use certain key technologies in the future, all of which could harm our business.
Our success depends, in part, on our ability to develop and commercialize our products, services and technologies without infringing, misappropriating or otherwise violating the intellectual property rights of third parties. However, we may not be aware that our products, services or technologies are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation.
For example, there may be issued patents of which we are unaware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future products, services or technologies. Also, because patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover our current or future products, services or technologies. The strength of our defenses will depend on the rights asserted, the interpretation of these rights, and our ability to invalidate the asserted rights. However, we could be unsuccessful in advancing
non-infringement
and/or invalidity arguments in our defense.
Companies that have developed and are developing technology are often required to defend against litigation claims based on allegations of infringement, misappropriation or other violations of intellectual property rights. Our products, services or technologies may not be able to withstand third-party claims against their use. In addition, as compared to us, many companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. If a third party is able to obtain an injunction preventing us from using or accessing such third-party intellectual property rights, or if we cannot license or develop alternative technology for any infringing aspect of our business, we may be forced to limit or stop sales of our products, services or technologies or cease business activities related to such intellectual property. Although we carry general liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. We cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on our business, financial condition or results of operations. Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating results. Further, there could be public announcements of the intellectual property litigation, and if securities analysts, investors or others perceive the potential impact to be negative or risks to be substantial, it could have an adverse effect on the price of our common stock.
 
   
Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, regardless of the merit of the claim or our defenses, may require us to do one or more of the following:
 
   
cease selling or using solutions or services that incorporate the intellectual property rights that allegedly infringe, misappropriate or violate the intellectual property of a third party;
 
   
make substantial payments for legal fees, settlement payments or other costs or damages;
 
   
obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology;
 
   
redesign the allegedly infringing solutions to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible; or
 
   
indemnify third parties using our products or services.
 
48

Table of Contents
The occurrence of infringement claims may grow as the market for our products, services and technologies grows. Accordingly, our exposure to damages resulting from infringement claims could increase and this could further exhaust our financial and management resources.
We rely on certain open-source software in our quantum systems. If licensing terms change, our business may be adversely affected.
Our platform utilizes software licensed to us by third-party authors under “open-source” licenses and we expect to continue to utilize open-source software in the future. The use of open-source software may entail greater risks than the use of third-party commercial software, as open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. To the extent that our platform depends upon the successful operation of the open-source software we use, any undetected errors or defects in this open-source software could prevent the deployment or impair the functionality of our platform, delay new solution introductions, result in a failure of our platform and injure our reputation. For example, undetected errors or defects in open-source software could render us vulnerable to breaches or security attacks, and, in conjunction, make our systems more vulnerable to data breaches.
Furthermore, some open-source licenses require the release of proprietary source code combined with, linked to or distributed with such open-source software to be released to the public. If we combine, link or distribute our proprietary software with open-source software in a specific manner, we could, under some open-source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar solutions with lower development effort and time and ultimately put us at a competitive disadvantage.
Although we monitor our use of open-source software to avoid subjecting our platform to conditions we do not intend to attach to such platform or our proprietary code, we cannot assure you that our processes for controlling such use will be effective. If we are held to have breached the terms of an open-source software license, we could be required to seek licenses from third parties to continue operating using our solution on terms that are not economically feasible, to
re-engineer
our solution or the supporting computational infrastructure to discontinue use of code, or to make generally available, in source code form, portions of our proprietary code. This could allow our competitors to create similar solutions with lower development effort and time and ultimately put us at a competitive disadvantage.
Some of our intellectual property has been or may be conceived or developed through government-funded research and thus may be subject to federal regulations providing for certain rights for the U.S. government or imposing certain obligations on us, such as a license to the U.S. government under such intellectual property,
“march-in”
rights, certain reporting requirements and a preference for U.S.-based companies, and compliance with such regulations may limit our exclusive rights and our ability to contract with
non-U.S.
manufacturers.
As a result, the U.S. government may have certain rights to intellectual property embodied in our current or future product candidates pursuant to the Bayh-Dole Act of 1980, or the Patent and Trademark Law Amendments Act. These U.S. government rights include a
non-exclusive,
non-transferable,
irrevocable worldwide license to use inventions for any governmental purpose. In addition, the U.S. government has the right, under certain limited circumstances, to require the licensor to grant exclusive, partially exclusive or
non-exclusive
licenses to any of these inventions to a third party if it determines that (1) adequate steps have not been taken to commercialize the invention, (2) government action is necessary to meet public health or safety needs or (3) government action is necessary to meet requirements for public use under federal regulations (also referred to as
“march-in”
rights). The U.S. government also has the right to take title to these inventions if the licensor fails to disclose the invention to the government or fails to file an application to register the intellectual property within specified time limits. Intellectual property generated under a government funded program is also subject to certain reporting requirements, compliance with which may require us to expend substantial resources. In
 
49

Table of Contents
addition, the U.S. government requires that any products embodying any of these inventions or produced through the use of any of these inventions be manufactured substantially in the United States, and some of our license agreements require that we comply with this requirement. This preference for U.S. industry may be waived by the federal agency that provided the funding if the owner or assignee of the intellectual property can show that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture the products substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. To the extent any of our owned or licensed future intellectual property is also generated through the use of U.S. government funding, the provisions of the Bayh-Dole Act may similarly apply.
Additional Risks Related to Ownership of Our Securities
The price of our common stock and public warrants has been and may continue to be volatile.
The price of our common stock and public warrants has been and may continue to be volatile. From March 2, 2022, the date our common stock and warrants began trading on Nasdaq, through August 16, 2022, our stock price fluctuated from a low of $3.25 to a high of $11.37, and the price of our public warrants fluctuated from a low of $0.51 to a high of $2.20. The price of our common stock and public warrants may fluctuate due to a variety of factors, including, without limitation:
 
   
our ability to meet our technological milestones, including any delays;
 
   
changes in the industries in which we and our customers operate;
 
   
variations in our operating performance and the performance of our competitors in general;
 
   
material and adverse impact of the
COVID-19
 
   
pandemic or the ongoing military conflict between Russia and Ukraine and the related sanctions imposed against Russia on the markets and the broader global economy;
 
   
actual or anticipated fluctuations in our quarterly or annual operating results;
 
   
publication of research reports by securities analysts about us or our competitors or our industry;
 
   
the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
 
   
our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;
 
   
additions and departures of key personnel;
 
   
changes in laws and regulations affecting our business;
 
   
commencement of, or involvement in, litigation involving the Company;
 
   
changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
 
   
the volume of shares of our common stock available for public sale, including the significant percentage of shares of our common stock that may be offered for resale;
 
   
the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;
 
   
guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance, including with respect to our technical roadmap;
 
   
the development and sustainability of an active trading market for our stock;
 
   
actions by institutional or activist stockholders;
 
50

Table of Contents
   
changes in accounting standards, policies, guidelines, interpretations or principles; and
 
   
other events or factors, including recessions, increases in inflation and interest rates, foreign currency fluctuations, international tariffs, social, political and economic risks, natural disasters, acts of war (including the conflict involving Russia and Ukraine), terrorism or responses to such events.
These market and industry factors may materially reduce the market price of our common stock and our warrants regardless of the operating performance of the Company. In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we are involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.
We may fail to comply with the rules that apply to public companies, including Section 404 of the Sarbanes-Oxley Act, which could result in sanctions or other penalties that would adversely impact our business.
As a public company, and particularly after we are no longer an “emerging growth company,” we will incur significant legal, accounting, and other expenses that we did not incur as a private company, including costs resulting from public company reporting obligations under the Securities Act or the Exchange Act, and regulations regarding corporate governance practices. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules of the SEC, the listing requirements of the Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. We have begun to hire additional accounting, finance, and other personnel in connection with our becoming, and our efforts to comply with the requirements of being, a public company, and our management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements. These requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We are currently evaluating these rules and regulations and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We cannot predict or estimate the amount of additional costs we will incur as a result of recently becoming a public company or the timing of such costs. Any changes we make to comply with these obligations may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis, or at all. These reporting requirements, rules and regulations, coupled with the increase in potential litigation exposure associated with being a public company, could also make it more difficult for us to attract and retain qualified persons to serve on our Board or board committees or to serve as executive officers, or to obtain certain types of insurance, including directors’ and officers’ insurance, on acceptable terms.
Pursuant to Sarbanes-Oxley Act Section 404, we will be required to furnish a report by our management on our internal control over financial reporting in our Annual Reports on Form
10-K
with the SEC. In order to continue to maintain effective internal controls to support growth and public company requirements, we will need additional financial personnel, systems and resources. However, while we remain an emerging growth company, we are not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Sarbanes-Oxley Act Section 404 within the prescribed period, we will be engaged in a process to enhance our documentation and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting. Despite
 
51

Table of Contents
our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Sarbanes-Oxley Act Section 404. We previously have identified a material weakness. See “
—We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future. If we fail to remediate this material weakness or otherwise fail to establish and maintain effective control over financial reporting, it may adversely affect our ability to accurately and timely report our financial results, and may adversely affect investor confidence and business operations.
” If we identify additional material weaknesses in the future, they could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.
We will incur substantial costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives. In addition, key members of our management team have limited experience managing a public company.
As a public company, we incur substantial legal, accounting, and other expenses that we did not incur as a private company. For example, we are subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules and regulations of the SEC and the listing standards of Nasdaq. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business, financial condition and results of operations. Compliance with these rules and regulations increase our legal and financial compliance costs and increase demand on our systems, particularly after we are no longer an emerging growth company. In addition, as a public company, we may be subject to shareholder activism, which can lead to additional substantial costs, distract management and impact the manner in which we operate our business in ways we cannot currently anticipate. As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition are more visible, which may result in threatened or actual litigation, including by competitors.
Certain members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage the transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the
day-to-day
management of the business, which could adversely affect our business, financial condition, and results of operations.
Concentration of ownership among our executive officers, directors and their respective affiliates may limit other stockholders’ ability to influence corporate matters and delay or prevent a third party from acquiring control over us.
Our current executive officers and directors and their respective affiliates beneficially own, in the aggregate, approximately 34.9% of outstanding common stock as of August 12, 2022. This significant concentration of ownership may have a negative impact on the trading price for our common stock because investors often perceive disadvantages in owning stock in companies where there is a concentration of ownership in a small number of stockholders. In addition, these stockholders will be able to exercise influence over all matters requiring stockholder approval, including the election of directors and approval of corporate transactions, such as a merger or other sale of us or our assets. This concentration of ownership could limit other stockholders’ ability to influence corporate matters and may have the effect of delaying or preventing a change in control, including a merger, consolidation or other business combination, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change in control would benefit the other stockholders.
 
52

Table of Contents
We do not intend to pay cash dividends for the foreseeable future.
We currently intend to retain future earnings, if any, to finance the further development and expansion of our business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board and will depend on our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our Board deems relevant.
Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.
Our quarterly operating results may fluctuate significantly because of several factors, including:
 
   
labor availability and costs for hourly and management personnel;
 
   
profitability of our products, especially in new markets and due to seasonal fluctuations;
 
   
changes in interest rates;
 
   
impairment of long-lived assets;
 
   
macroeconomic conditions, both nationally and locally;
 
   
negative publicity relating to products we serve;
 
   
changes in consumer preferences and competitive conditions; and
 
   
expansion to new markets.
Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our securities.
Securities research analysts may establish and publish their own periodic projections for us. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline. If no analysts commence coverage of us, the market price and volume for our securities could be adversely affected.
There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
If we fail to satisfy the continued listing requirements of Nasdaq such as the corporate governance requirements or the minimum share price requirement, Nasdaq may take steps to delist our securities. Such a delisting would likely have a negative effect on the price of the securities and would impair your ability to sell or purchase the securities when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the Nasdaq minimum share price requirement or prevent future
non-compliance
with Nasdaq’s listing requirements. Additionally, if our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.
 
53

Table of Contents
Sales of our securities, or the perception of such sales, by us or holders of our securities in the public market or otherwise could cause the market price for our securities to decline and even in such case certain holders of our securities may still have an incentive to sell our securities.
The sale of our securities in the public market or otherwise, or the perception that such sales could occur, could harm the prevailing market price of shares of our securities. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell securities in the future at a time and at a price that it deems appropriate. Resales of our securities may cause the market price of our securities to drop significantly, even if our business is doing well.
Although Supernova Sponsor and the Legacy Rigetti securityholders will be prohibited from transferring any share of common stock until the earlier of (i) the date that is six months following the Closing Date and (ii) the first date on which the daily closing price of common stock has been greater than or equal to $12.00 per share (subject to customary adjustments) for any 20 trading days within a
30-trading-day
period commencing at least 90 days after the Closing Date, in each case, subject to certain customary exceptions, these shares may be sold after the expiration or early termination or release of the respective applicable
lock-up
provisions in the Sponsor Support Agreement with respect to the Supernova Sponsor or Bylaws with respect to the Legacy Rigetti securityholders.
Following the expiration of the applicable
lock-ups
and as restrictions on resale end and registration statements are available for use, the market price of our common stock could decline if the holders of restricted or locked up shares sell them or are perceived by the market as intending to sell them. As such, sales of a substantial number of shares of our common stock in the public market could occur at any time after the expiration of the applicable
lock-ups.
These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.
On August 11, 2022, we registered for resale 1,000,000 shares of common stock issued or issuable upon exercise of the Ampere Warrant. In addition, pursuant to registration rights we have with certain holders of our securities, we filed a resale shelf registration statement covering the resale of up to an aggregate of 96,941,181 shares of our common stock, which was declared effective on June 1, 2022. As of August 12, 2022, the number of shares of our common stock that have been or are expected to be available for potential resale by holders represented approximately 61.8% of our shares outstanding (after giving effect to the issuance of shares upon exercise of outstanding public warrants, private placement warrants and the exercise or settlement of warrants, options or restricted stock units of Legacy Rigetti assumed in the Business Combination and exercise of the Unexercised Warrant Shares in full). In addition, this prospectus registers for resale up to 23,648,889 shares of common stock by B. Riley. Given this substantial number of shares available for resale, the sale of shares by such holders, or the perception in the market that holders of a large number of shares intend to sell shares, could increase the volatility of the market price of our common stock or result in a significant decline in the public trading price of our common stock. Even if our trading price is significantly below $10.00, the offering price for the units offered in Supernova’s IPO, certain holders of our securities may still have an incentive to sell shares of our common stock because they purchased the shares at prices lower than the public investors or the current trading price of our common stock.
Future issuances of debt securities and equity securities may adversely affect us, including the market price of our common stock and may be dilutive to existing stockholders.
We expect that significant additional capital will be needed in the near future to continue our planned operations. In the future, we may incur debt or issue equity ranking senior to our common stock. Those securities will generally have priority upon liquidation. Such securities also may be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock. Because our decision to issue debt or equity in the future will depend on market
 
54

Table of Contents
conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. As a result, future capital raising efforts may reduce the market price of our common stock and be dilutive to existing stockholders. In addition, our ability to raise additional capital through the sale of equity or convertible debt securities could be significantly impacted by the resale of shares of common stock by selling securityholders which could result in a significant decline in the trading price of our common stock and potentially hinder our ability to raise capital at terms that are acceptable to us or at all.
We may issue additional shares of common stock from time to time, including under our equity incentive plans and employee stock purchase plan, or preferred stock. Any such issuances would dilute the interest of our shareholders and likely present other risks.
We may issue additional shares of common stock from time to time, including under our equity incentive plans or employee stock purchase plan, or preferred stock.
Common stock reserved for future issuance under our equity incentive plans will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements,
lock-up
agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. The aggregate number of shares of our common stock initially reserved for future issuance under the Rigetti Computing, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) is 18,332,215 shares. We have filed a registration statement on Form
S-8
under the Securities Act, which became effective on June 10, 2022, to register the issuance of the 18,332,215 shares reserved under the 2022 Plan, the issuance of common stock under the Rigetti Computing, Inc. 2022 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”), which has an initial reserve of 3,055,370 shares, the issuance of up to 18,367,696 shares subject to equity awards issued under Rigetti & Co, Inc. 2013 Equity Incentive Plan (the “2013 Plan”) and the issuance of up to 2,053 shares subject to equity awards issued under QxBranch, Inc. 2018 Equity Compensation Plan (the “QxBranch Plan”). In addition, we may file one or more registration statements on
Form S-8
under the Securities Act to register additional shares of common stock or securities convertible into or exchangeable for shares of common stock issued pursuant to our equity incentive plans and employee stock purchase plan. Any such
Form S-8
registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements may be immediately available for sale in the open market.
Sales of a substantial number of our common stock in the public market could occur at any time.
Any such issuances of additional shares of common stock or preferred stock: