Rigetti Computing, Inc.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 10, 2025
RGTI$11.75+19.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-12.
0001558370-25-011224
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001104659-25-109141
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 105 previous paragraphs and 111 current paragraphs.
65 unchanged; 37 reworded; 5 added; 2 removed; 1 previous and 4 current paragraphs rearranged.
Tables are not compared: 1 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Recent Developments
Current report
The increase in research and development expenses during the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 2024, was mainly due to increases in salaries, employee related costs and stock based compensation for existing employees to remain competitive in the marketplace for talent and new hires. Salaries and employee related costs increased by $0.8 million and $4.0 million during the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 2024, respectively. Employee related stock-based compensation costs increased by $0.8 million and $1.9 million during the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 2024, respectively. Higher costs for materials, consultants and information technology also contributed to the increase in both periods.
Current report
employee related costs and stock-based compensation for existing employees were also higher during the nine months ended September 30, 2025, when compared to the nine months ended September 30, 2024.
Current report
As of September 30, 2025, all of the earn-out liabilities have been satisfied and the remaining liability balance is zero. We do not expect the earn-out liabilities to have any impact on the condensed consolidated financial statements in future periods.
Current report
We determined as of June 30, 2025, the last business day of our second fiscal quarter in 2025, that we will no longer qualify as a smaller reporting company and will no longer be eligible to take advantage of the scaled disclosures available to smaller reporting companies beginning with our Quarterly Report on Form 10-Q for the first quarter of 2026. On August 27, 2025, the staff of the SEC published new guidance regarding filer status transition for certain smaller reporting companies that no longer qualify as a smaller reporting company. Based on this guidance, the Company has determined that it will be a “non-accelerated filer” as of December 31, 2025 for filings that are due in 2026. Based on the current rules of the SEC, the Company expects that it will continue to qualify as an EGC until December 31, 2026.
Removed paragraphs (2)
Previous report
The increase in research and development expenses for the three months ended June 30, 2025, when compared to the three months ended June 30, 2024, was mainly due to a $1.2 million increase in salaries and employee related costs and a $0.5 million increase in consulting services. The increase in research and development expenses for the six months ended June 30, 2025, when compared to the six months ended June 30, 2024, was mainly due to a $3.2 million increase in salaries and employee related costs, a $1.1 million increase in stock based compensation, a $0.9 million increase in consulting services and a $0.4 million increase in all other costs. The increase in salaries and employee related costs in both periods was due to annual salary increases, new hires and higher Federal Insurance Contributions Act (“FICA”) taxes related to the vesting of RSUs and the increase in our stock price. The increase in stock-based compensation for the six months ended June 30, 2025 was mainly due to the grant of RSUs for employee spot bonuses. Consulting services are used to support information technology requirements and for non-core research and development activities.
Previous report
On June 30, 2025, the last business day of our second fiscal quarter in 2025, the aggregate market value of our voting and non-voting common equity held by non-affiliates exceeded $700.0 million. Accordingly, we will be deemed to be a “large accelerated filer” under the rules of the SEC as of December 31, 2025. As such, we will no longer (i) qualify as an EGC under the rules of the SEC, (ii) be eligible to take advantage of the extended transition period for the adoption of new or revised accounting pronouncements available to an EGC beginning with our Annual Report on Form 10-K for the fiscal year ending December 31, 2025 and (iii) be exempt from providing an auditor’s attestation report on internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. In addition, under the current rules of the SEC, we will no longer be eligible to take advantage of the scaled disclosures available to smaller reporting companies beginning with our Quarterly Report on Form 10-Q for the first quarter of 2026.
Reworded paragraphs (37)
Previous wording
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. When scaled, it is anticipated that these systems will be poised to solve problems of staggering computational complexity at unprecedented speed.
Current wording
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. When scaled, it is anticipated that these systems will be poised to solve problems of staggering computational complexity at unprecedented speed. We are located and headquartered in Berkeley, California. We also operate in Fremont, California; London, United Kingdom; Adelaide, Australia; British Columbia, Canada; and Mumbai, India. Our revenue is derived primarily from operations in the United States and the United Kingdom.
Previous wording
We are a vertically integrated company. We operate Fab-1, a wafer fabrication facility dedicated to prototyping and producing our quantum processors. Through Fab-1, we own the means of production of our breakthrough multi-chip quantum processor technology. We leverage our chips through a full-stack product development approach, from quantum chip design and manufacturing through cloud delivery. We believe this full-stack development approach offers both the fastest and lowest risk path to building commercially valuable quantum computers. We have been generating revenue since 2018 through partnerships with government agencies and commercial organizations; however, we have incurred significant operating losses since inception. Our net losses were $201.0 million and $75.1 million for the years ended December 31, 2024 and December 31, 2023, respectively. We incurred an operating loss for the three months ended June 30, 2025. We expect to continue to incur additional losses for the foreseeable future as we invest in research, development, and infrastructure consistent with our long-term business strategy. As of June 30, 2025, we had an accumulated deficit of $551.8 million.
Current wording
We are a vertically integrated company. We operate Fab-1, a wafer fabrication facility dedicated to prototyping and producing our quantum processors. Through Fab-1, we own the means of production of our breakthrough multi-chip quantum processor technology. We leverage our chips through a full-stack product development approach, from quantum chip design and manufacturing through cloud delivery. We believe this full-stack development approach offers both the fastest and lowest risk path to building commercially valuable quantum computers. We have been generating revenue since 2018 through partnerships with government agencies and commercial organizations; however, we have incurred significant operating losses since inception. Our net losses were $201.0 million and $75.1 million for the years ended December 31, 2024 and December 31, 2023, respectively. We incurred an operating loss for the three and nine months ended September 30, 2025. We expect to continue to incur additional losses for the foreseeable future as we invest in research, development, and infrastructure consistent with our long-term business strategy. As of September 30, 2025, we had an accumulated deficit of $752.8 million.
Previous wording
In the fourth quarter of 2024, we announced the launchof our 84-qubit Ankaa-3 system, our newest flagship quantum computer featuring an extensive hardware redesign. We also achieved major two-qubit gate fidelity milestones with Ankaa-3: successfully halving error rates in 2024 to achieve a 99.0% median two-qubit iSWAP gate fidelity, as well as demonstrating a 99.5% median two-qubit fidelity with fSim gates. For more information on iSWAP gate fidelity and fSIM gates, see the section entitled “Our Technology—Our Superconducting Quantum Processors—Fidelity” in Part I, Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2024.
Current wording
In the fourth quarter of 2024, we announced the launchof our 84-qubit Ankaa-3 system, our newest flagship quantum computer featuring an extensive hardware redesign. We also achieved major two-qubit gate fidelity milestones with Ankaa-3: successfully halving error rates in 2024 to achieve a 99.0% median two-qubit iSWAP gate fidelity, as well as demonstrating a 99.5% median two-qubit
Previous wording
Our goal for 2025 is to introduce the next generation of our modular system architecture, while continuing to increase fidelities. On July 16, 2025, we announced that we achieved our mid-year performance milestone of 99.5% median two-qubit gate fidelity on a modular 36-qubit system, a 2x reduction in median two-qubit gate error rate from our previous best results on our 84-qubit single chip Ankaa™-3 system. Composed of four 9-qubit chips (“chiplets”) tiled together and optimized for CZ gates, a commonly used two-qubit gate for executing quantum circuits with equivalent computational power to iSWAP gates, the 36-qubit system is based on our proprietary modular chip technology and provides a path to building a 100+ qubit chiplet-based system. Our 36-qubit system,** **Cepheus™-1-36Q, has been released for general availability and deployed on our Cloud Services Platform (QCS®) and will be available on Microsoft Azure thereafter. We expect to release a 100+ qubit chiplet-based system with a 99.5% median two-qubit gate fidelity before the end of 2025.
Current wording
Our goal for 2025 is to introduce the next generation of our modular system architecture, while continuing to increase fidelities. On July 16, 2025, we announced that we achieved our mid-year performance milestone of 99.5% median two-qubit gate fidelity on a modular 36-qubit system, a 2x reduction in median two-qubit gate error rate from our previous best results on our 84-qubit single chip Ankaa™-3 system. Composed of four 9-qubit chips (“chiplets”) tiled together and optimized for CZ gates, a commonly used two-qubit gate for executing quantum circuits with equivalent computational power to iSWAP gates, the 36-qubit system is based on our proprietary modular chip technology and provides a path to building a 100+ qubit chiplet-based system. Our 36-qubit system,** **Cepheus™-1-36Q, has been released for general availability and deployed on our Cloud Services Platform (QCS®) and Microsoft Azure. We expect to release a 100+ qubit chiplet-based system with a 99.5% median two-qubit gate fidelity before the end of 2025.
Previous wording
On May 29, 2025, we entered into an Open Market Sale Agreement TM (the “Sales Agreement”) with Jefferies LLC with respect to an At-the-Market (“ATM”) offering program, pursuant to which we sold, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of $350 million. The shares offered and sold in the ATM offering were issued pursuant to a shelf registration statement on Form S-3 and the related prospectus supplement. During the three and six months ended June 30, 2025, we raised gross proceeds of $350 million from the sale of 30,309,780 shares of our common stock pursuant to the Sales Agreement, at a weighted average price of $11.55 per share. The net proceeds from the Sales Agreement during the three and six months ended June 30, 2025 were $346.7 million. As of June 30, 2025, there were no remaining shares available for sale pursuant to the Sales Agreement.
Current wording
On May 29, 2025, we entered into an Open Market Sale Agreement TM (the “Sales Agreement”) with Jefferies LLC with respect to an At-the-Market (“ATM”) offering program, pursuant to which we sold, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of $350 million. The shares offered and sold in the ATM offering were issued pursuant to a shelf registration statement on Form S-3 and the related prospectus supplement. During the nine months ended September 30, 2025, we raised gross proceeds of $350 million from the sale of 30,309,780 shares of our common stock pursuant to the Sales Agreement, at a weighted average price of $11.55 per share. All of the shares were sold during our second quarter ended June 30, 2025. The net proceeds from the Sales Agreement during the nine months ended September 30, 2025 were $346.7 million. As of September 30, 2025, there were no remaining shares available for sale pursuant to the Sales Agreement.
Previous wording
In February 2025, our wholly-owned subsidiary entered into a Collaboration Agreement with Quanta, whereby the parties may enter into written statements of work from time to time pursuant to which Quanta will develop Covered Components listed in such statement of work that meet our specifications and requirements. “Covered Components” may include control systems, dilution refrigerators, flexible cables, and select other non-QPU components suitable for our quantum computing products. No statements of work were entered into by the parties in connection with the entry into the Collaboration Agreement. In addition, the parties have each agreed to invest at least $250 million over the next five years in the field of quantum computing (and Quanta’s investment will be towards personnel and capital expenditures for developing products and services and manufacturing capability in furtherance of our product roadmap). No equity or joint venture was formed under the Collaboration Agreement and costs incurred by us under the Collaboration Agreement, consisting of expenditures for research and development and related capital, will be accounted for in accordance with GAAP as incurred.
Current wording
In February 2025, our wholly-owned subsidiary entered into a Collaboration Agreement with Quanta, whereby the parties may enter into written statements of work from time to time pursuant to which Quanta will develop Covered Components listed in such statement of work that meet our specifications and requirements. “Covered Components” may include control systems, dilution refrigerators, flexible cables, and select other non-QPU components suitable for our quantum computing products. No statements of work were entered into by the parties in connection with the entry into the Collaboration Agreement. In addition, the parties have each
Previous wording
Results of our operations have varied and may continue to vary based on the impact of changes in the domestic or global economy. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, inflation, interest rates, financial and credit market fluctuations, supply chain constraints, international trade policies including tariffs and export controls, national security interests, pandemics, political turmoil, natural catastrophes, warfare, and terrorist attacks in the United States or elsewhere, could negatively affect our business, including progress toward the development of quantum computing by increasing the cost of materials and components and our operating costs.
Current wording
Results of our operations have varied and may continue to vary based on the impact of changes in the domestic or global economy. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, inflation, interest rates, financial and credit market fluctuations, supply chain constraints, international trade policies including tariffs and export controls, national security interests, pandemics, political turmoil, government shutdowns, natural catastrophes, warfare, and terrorist attacks in the United States or elsewhere, could negatively affect our business, including progress toward the development of quantum computing by increasing the cost of materials and components and our operating costs. It is not possible at this time to estimate the long-term impact that these and related events could have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted. If these conditions persist and deepen, we could experience an inability to access additional capital if needed, or our liquidity could otherwise be impacted, and the trading price of our Common Stock could decline.
Previous wording
Comparison of the Three and Six Months Ended June 30, 2025 and June 30, 2024
Current wording
Comparison of the Three and Nine Months Ended September 30, 2025 and September 30, 2024
Previous wording
Revenue decreased by $1.3 million and $2.9 million for the three and six months ended June 30, 2025, when compared to the three and six months ended June 30, 2024, respectively. The decreases were mainly due to reductions in revenue from collaborative research and professional services contracts. Our revenue has been negatively impacted by expiration of the National Quantum Initiative Act in September 2023 and its pending reauthorization in the United States Congress.
Current wording
Revenue decreased by $0.4 million and $3.3 million for the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 2024, respectively. The decreases were mainly due to reductions in revenue from collaborative research, related materials and professional services contracts. Our revenue has been negatively impacted by expiration of the National Quantum Initiative Act in September 2023 and its pending reauthorization in the United States Congress.
Previous wording
Cost of revenue increased by $0.1 million and decreased by $0.4 million for the three and six months ended June 30, 2025, when compared to the three and six months ended June 30, 2024, respectively. Theincreasein cost of revenue during the three months ended June 30, 2025 was due to an unfavorable revenue mix, with more revenue and cost of revenue coming from contracts with higher costs and a lower gross margin profile, mostly offset by the impact of lower revenue levels on cost of revenue. The decrease in cost of revenue for the six months ended June 30, 2025 was due to the impact of lower revenue levels on cost of revenue, offset in part by the unfavorable revenue mix.
Current wording
Cost of revenue increased by $0.4 million during the three months ended September 30, 2025, when compared to the three months ended September 30, 2024. The change in cost of revenue during the nine months ended September 30, 2025 was not significant, when compared to the nine months ended September 30, 2024. Cost of revenue during the three and nine months ended September 30, 2025 was negatively impacted by an unfavorable revenue mix, with more revenue and cost of revenue coming from contracts with higher costs and a lower gross margin profile. During the nine months ended September 30, 2025, the impact of the unfavorable revenue mix was mostly offset by the impact of lower revenue levels on cost of revenue.
Previous wording
Our cost of revenue and gross margins are impacted by the composition of our revenue and variability in the pricing and terms of our development contracts. During the three and six months ended June 30, 2025, we recognized revenue and cost of revenue from contracts to deliver 24-qubit and 36-qubit quantum computing systems, which have higher costs and a lower gross margin profile than most of our other contracts.
Current wording
Our cost of revenue and gross margins are impacted by the composition of our revenue and variability in the pricing and terms of our development contracts. During the three and nine months ended September 30, 2025, we recognized revenue and cost of revenue from contracts to deliver 24-qubit and 36-qubit quantum computing systems, which have higher costs and a lower gross margin profile than most of our other contracts.
Previous wording
Research and development expenses increased by $1.7 million and $5.6 million for the three and six months ended June 30, 2025, when compared to the three and six months ended June 30, 2024, respectively.
Current wording
Research and development expenses increased by $2.3 million and $7.9 million during the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 2024, respectively.
Previous wording
We anticipate that research and development expenditures will grow in the future as we continue to focus on our technology roadmap and long-term goal of achieving broad quantum advantage.
Current wording
We anticipate that research and development expenditures will grow in the future as we continue to focus on our technology roadmap and long-term goal of achieving broad quantum advantage. In the future, we may seek to significantly increase our capital expenditures, including to upgrade our current chip fabrication facility, and possibly invest in a new quantum chip fabrication facility, which would require a significant amount of cash for capital expenditures and increase our depreciation expense in future years.
Previous wording
Selling, general and administrative expenses increased by $0.7 million for both the three and six months ended June 30, 2025, when compared to the three and six months ended June 30, 2024, respectively. The increase for both periods was mainly due to higher costs for proxy distribution and solicitation related to our annual meeting during the three months ended June 30, 2025, as compared to costs related to our annual meeting during the three months ended June 30, 2024, which was driven by the increase in the number of beneficial owners of our common stock.
Current wording
Selling, general and administrative expenses increased by $0.1 million and $0.9 million for the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 2024, respectively. The increase for the three months ended September 30, 2025 was mainly due to higher costs for stock-based compensation and consulting. The increase for the nine months ended September 30, 2025 was mainly due to higher costs for proxy distribution and solicitation related to our annual meeting during the nine months ended September 30, 2025, when compared to costs for our annual meeting during the nine months ended September 30, 2024, which was driven by the increase in the number of beneficial owners of our common stock. Salaries,
Previous wording
Interest expenses decreased by $1.0 million and $2.1 million for the three and six months ended June 30, 2025, when compared to the three and six months ended June 30, 2024, respectively. The reduction in interest expense was due to the prepayment of our outstanding debt with Trinity Capital Inc. (“Trinity Capital”) in December 2024. A discussion regarding the debt prepayment is included in Note 6 to our condensed consolidated financial statements for the three and six months ended June 30, 2025, included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
Interest expenses decreased by $0.7 million and $2.8 million for the three and nine months ended September 30, 2025, when compared to the three and nine months ended September 30, 2024, respectively. The reduction in interest expense was due to the prepayment of our outstanding debt with Trinity Capital Inc. (“Trinity Capital”) in December 2024. A discussion regarding the debt prepayment is included in Note 6 to our condensed consolidated financial statements for the three and nine months ended September 30, 2025, included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
Interest income was $3.0 million and $5.2 million for the three and six months ended June 30, 2025, respectively, compared to $1.2 million and $2.3 million for the three and six months ended June 30, 2024, respectively. The increase in interest income during the three and six months ended June, 2025, when compared to the three and six months ended June 30, 2024, was due to an increase in the balances of our invested cash and available-for-sale investments resulting from our equity offerings during late 2024 and the three months ended June 30, 2025. Fluctuations in the rates of interest earned on our investments also had an impact on interest income during these periods. We anticipate that interest income will increase in the coming periods due to the increase in the balances of our invested cash and available-for-sale investments resulting from the closing of our private placement with Quanta and our ATM offering during the three months ended June 30, 2025.
Current wording
Interest income was $5.6 million and $10.8 million for the three and nine months ended September 30, 2025, respectively, compared to $1.2 million and $3.6 million for the three and nine months ended September 30, 2024, respectively. The increase in interest income during the three and nine months ended September, 2025, when compared to the three and nine months ended September 30, 2024, was due to an increase in the balances of our invested cash and available-for-sale investments resulting from our equity offerings during late 2024 and the nine months ended September 30, 2025. Fluctuations in the rates of interest earned on our investments also had an impact on interest income during these periods.
Previous wording
A discussion of the change in the fair value of the warrant liabilities is included in Note 7 to our condensed consolidated financial statements for the three and six months ended June 30, 2025, included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
A discussion of the change in the fair value of the warrant liabilities is included in Note 7 to our condensed consolidated financial statements for the three and nine months ended September 30, 2025, included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
The change in fair value of our warrant liabilities for the three and six months ended June 30, 2025 was a loss of $20.6 million and gain of $32.7 million, respectively. The change in fair value of our warrant liabilities for the three and six months ended June 30, 2024 was a gain of $2.1 million and a loss $0.5 million, respectively. The change in fair value for the three and six months ended June 30, 2025 was primarily due to fluctuations in our stock price.
Current wording
The change in fair value of our warrant liabilities for the three and nine months ended September 30, 2025 was a loss of $182.0 million and $149.3 million, respectively. The change in fair value of our warrant liabilities for the three and nine months ended September 30, 2024 was a gain of $1.2 million and $0.7 million, respectively. The change in fair value for the three and nine months ended September 30, 2025 was primarily due to fluctuations in our stock price.
Previous wording
A discussion of the change in the fair value of the earn-out liabilities is included in Note 8 to our condensed consolidated financial statements for the three and six months ended June 30, 2025, included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
A discussion of the change in the fair value of the earn-out liabilities is included in Note 8 to our condensed consolidated financial statements for the three and nine months ended September 30, 2025, included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
The change in fair value of our earn-out liabilities for the three and six months ended June 30, 2025 was a loss of $2.3 million and gain of $6.6 million, respectively. The change in fair value of our earn-out liabilities for three and six months ended June 30, 2024 was a gain of $1.3 million and a loss of $0.3 million, respectively. The change in fair value for the three and six months ended June 30, 2025 was primarily due to fluctuations in our stock price.
Current wording
The change in fair value of our earn-out liabilities for the three and nine months ended September 30, 2025 was a loss of $4.1 million and a gain of $2.5 million, respectively. The change in fair value of our earn-out liabilities for the three and nine months ended September 30, 2024 was a gain of $0.8 million and $0.5 million, respectively. The change in fair value for the three and nine months ended September 30, 2025 was primarily due to fluctuations in our stock price.
Previous wording
We have incurred a cumulative pre-tax loss for the past three years. We expect to continue to incur losses for income tax purposes for the foreseeable future, and will continue to carry a full valuation allowance for our deferred tax assets. Accordingly, we did not record a provision for income taxes for either the three and six months ended June 30, 2025 or the three and six months ended June 30, 2024.
Current wording
We have incurred a cumulative pre-tax loss for the past three years. We expect to continue to incur losses for income tax purposes for the foreseeable future, and will continue to carry a full valuation allowance for our deferred tax assets. Accordingly, we did not record a provision for income taxes for either the three and nine months ended September 30, 2025 or the three and nine months ended September 30, 2024.
Previous wording
On July 4, 2025, new federal tax and budget legislation, known as the “One Big Beautiful Bill Act” (“OBBA”) was signed into law. Any financial impacts from the legislation will be reflected in our condensed consolidated financial statements during the three months ended September 30, 2025 when the legislation became law. We presently do not expect the OBBA to have a material impact on the condensed consolidated financial statements.
Current wording
On July 4, 2025, new federal tax and budget legislation, known as the “One Big Beautiful Bill Act” (“OBBA”) was signed into law. We evaluated the impact of the OBBA during the three months ended September 30, 2025 and determined that its provisions did not have a material impact on the condensed consolidated financial statements.
Previous wording
We have incurred net losses and negative cash flows since inception. Historically, we financed our operations primarily through the sale and issuance of Common Stock, preferred stock, warrants, convertible notes, debt and revenues. During the years ended December 31, 2024 and December 31, 2023, we incurred net losses of $201.0 million and $75.1 million, respectively. As of June 30, 2025, we had an accumulated deficit of $551.8 million, and we expect to incur additional losses for the foreseeable future.
Current wording
We have incurred net losses and negative cash flows since inception. Historically, we financed our operations primarily through the sale and issuance of Common Stock, preferred stock, warrants, convertible notes, debt and revenues. During the years ended December 31, 2024 and December 31, 2023, we incurred net losses of $201.0 million and $75.1 million, respectively. We incurred an operating loss for the three and nine months ended September 30, 2025. As of September 30, 2025, we had an accumulated deficit of $752.8 million, and we expect to incur additional losses for the foreseeable future. Subsequent to September 30, 2025 and through November 6, 2025, we received proceeds of $46.5 million from the exercise of Public Warrants.
Previous wording
Our cash requirements include employee-related costs such as salaries and benefits; materials and components for research and development; working capital requirements; capital expenditures for our quantum chip fabrication facility; quantum computing refrigerators and other requirements; planned development of multiple generations of quantum processors; anticipated investments to scale our operations in the future; and strategic collaborative arrangements and investments.
Current wording
Our cash requirements include employee-related costs such as salaries and benefits; materials and components for research and development; working capital requirements; capital expenditures for our quantum chip fabrication facility; quantum computing refrigerators and other requirements; planned development of multiple generations of quantum processors; anticipated investments to scale our operations in the future; and strategic collaborative arrangements and investments. In the future, we may seek to significantly increase our capital expenditures, including to upgrade our current chip fabrication facility, and possibly invest in a new quantum chip fabrication facility, which would require a significant amount of cash for capital expenditures.
Previous wording
Until such time as we can generate significant revenue from sales of QPUs, our development contracts and other services, including our QCaaS offering, we believe we will meet our cash requirements and obligations primarily through our existing cash, cash equivalents and available-for-sale investments, potential securities financings or other capital sources. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be, or could be, diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders.
Current wording
Until such time as we can generate significant revenue from sales of QPUs, our development contracts and other services, including our QCaaS offering, we believe we will meet our cash requirements and obligations primarily through our existing cash, cash equivalents and available-for-sale investments, potential securities financings or other capital sources. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be, or could be, diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. In addition, the likelihood that Public Warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock. If the trading price for our Common Stock is less than $11.50 per share, we believe holders of our Public Warrants will be unlikely to exercise their warrants. To the extent our warrants are exercised, additional shares of Common Stock will be issued, which will result in dilution to the holders of our Common Stock and increase the number of shares eligible for resale in the public market.
Previous wording
Macroeconomic conditions, including inflation, interest rates and impacts from government policy and actions, such as international trade restrictions and policies and tariffs, may have adverse consequences, which may result in an economic recession globally or in the U.S., which could lead to a reduction in product demand, a decrease in corporate capital expenditures, prolonged unemployment, labors shortages, reduction in consumer confidence, adverse geopolitical and macroeconomic events, or any similar negative economic condition. In addition, macroeconomic and geopolitical conditions may lead to disruptions to, and volatility and uncertainty in, the credit and financial markets in the U.S. and worldwide.
Current wording
Macroeconomic conditions, including inflation, interest rates and impacts from government policy and actions, such as international trade restrictions and policies and tariffs, may have adverse consequences, which may result in an economic recession globally or in the U.S., which could lead to a reduction in product demand, a decrease in corporate capital expenditures, prolonged unemployment, labors shortages, reduction in consumer confidence, adverse geopolitical and macroeconomic events, or any similar
Previous wording
Net cash used in operating activities during the six months ended June 30, 2025 was $29.8 million, primarily resulting from our net income of $3.0 million, reduced by non-cash income totaling $30.5 million. Changes in operating assets and liabilities had a $2.3 million negative impact on net cash used in operating activities during six months ended June 30, 2025.
Current wording
Net cash used in operating activities during the nine months ended September 30, 2025 was $43.6 million, primarily resulting from our net loss of $198.0 million, partially offset by non-cash expenses totaling $158.7 million. Changes in operating assets and liabilities had a $4.3 million negative impact on net cash used in operating activities during nine months ended September 30, 2025.
Previous wording
Net cash used in operating activities during the six months ended June 30, 2024 was $26.7 million, primarily resulting from our net loss of $33.2 million, partially offset by non-cash expenses totaling $10.0 million. Changes in operating assets and liabilities had a $3.4 million negative impact on net cash used in operating activities during the six months ended June 30, 2024.
Current wording
Net cash used in operating activities during the nine months ended September 30, 2024 was $42.1 million, primarily resulting from our net loss of $48.0 million, partially offset by non-cash expenses totaling $13.2 million. Changes in operating assets and liabilities had a $7.2 million negative impact on net cash used in operating activities during the nine months ended September 30, 2024.
Previous wording
Cash used in operating activities increased by $3.1 million to $29.8 million during the six months ended June 30, 2025, from $26.7 million during the six months ended June 30, 2024. We recorded net income of $3.0 million for the six months ended June 30, 2025, a $36.2 million improvement when compared to the net loss for the six months ended June 30, 2024, mostly due to non-cash changes in the fair value of derivative warrant and earn-out liabilities. Non-cash income impacting our net income increased by $40.5 million to $30.5 million during the six months ended June 30, 2025, when compared to non-cash expenses of $10.0 million during the six months ended June 30, 2024. Operating assets and liabilities had a $1.1 million favorable impact on the change in cash used in operating activities for thesix months ended June 30, 2025, when compared to thesix months ended June 30, 2024.
Current wording
Cash used in operating activities increased by $1.5 million to $43.6 million during the nine months ended September 30, 2025, from $42.1 million during the nine months ended September 30, 2024. The $150.0 million increase in our net loss for the nine months ended September 30, 2025, when compared to our net loss for the nine months ended September 30, 2024, was mostly due to the non-cash change in the fair value of our derivative warrant liabilities. Non-cash expenses impacting our net loss increased by $145.5 million to $158.7 million during the nine months ended September 30, 2025, when compared to the nine months ended September 30, 2024. Operating assets and liabilities had a $2.9 million favorable impact on the change in cash used in operating activities during thenine months ended September 30, 2025, when compared to thenine months ended September 30, 2024.
Previous wording
Cash used in investing activities during the six months ended June 30, 2025 totaled $369.7 million, resulting from $438.5 million of purchases of available-for-sale securities and $8.2 million of purchases of property and equipment, partially offset by $77.0 million of maturities of available-for-sale securities.
Current wording
Cash used in investing activities during the nine months ended September 30, 2025 totaled $389.7 million, resulting from $522.6 million of purchases of available-for-sale securities and $14.1 million of purchases of property and equipment, partially offset by $147.0 million of maturities of available-for-sale securities.
Previous wording
Cash used in investing activities during the six months ended June 30, 2024 totaled $7.0 million, resulting from $76.0 million of purchases of available-for-sale securities and $7.5 million of purchases of property and equipment, offset in part by $76.5 million of maturities of available-for-sale securities.
Current wording
Cash used in investing activities during thenine months ended September 30, 2024 totaled $0.8 million, resulting from $98.5 million of purchases of available-for-sale securities and $9.8 million of purchases of property and equipment, offset in part by $107.5 million of maturities of available-for-sale securities
Previous wording
Net cash used in investing activities during the six months ended June 30, 2025 increased by $362.7 million, when compared to the six months ended June 30, 2024, primarily due to investment of the proceeds from our recent $350.0 million ATM offering, resulting in an increase in purchases ofavailable-for-sale securities.
Current wording
Net cash used in investing activities during the nine months ended September 30, 2025 increased by $388.9 million when compared to the nine months ended September 30, 2024, primarily due to investment of proceeds from our $350.0 million ATM offering, resulting in higher purchases ofavailable-for-sale securities.
Previous wording
Cash provided by financing activities during thesix months ended June 30, 2025 totaled $389.1 million. We received net proceeds of $346.7 million from the sale of 30,309,780 shares of common stock pursuant to our ATM program that was completed in the six months ended June 30, 2025. We received proceeds of $35.0 million from the sale of 3,020,412 shares of common stock from the private placement transaction with Quanta. We received proceeds of $6.3 million from tax withholdings on sell-to-cover tax equity award transactions, proceeds of $1.4 million from the exercise of stock options and proceeds of $0.5 million from the exercise of warrants. We also paid $0.8 million for offering costs.
Current wording
Cash provided by financing activities during thenine months ended September 30, 2025 totaled $391.9 million. We received net proceeds of $346.7 million from the sale of 30,309,780 shares of common stock pursuant to our ATM program that was completed during the nine months ended September 30, 2025. We received proceeds of $35.0 million from the sale of 3,020,412 shares of common stock from the private placement transaction with Quanta. We received proceeds of $6.3 million from tax withholdings on sell-to-cover equity award transactions, proceeds of $1.8 million from the exercise of stock options and proceeds of $3.0 million from the exercise of warrants. We also paid $0.9 million for offering costs.
Previous wording
Cash provided by financing activities during the six months ended June 30, 2024 totaled $33.1 million. We received net proceeds of $12.8 million from the sale of 10,056,799 shares of common stock to B. Riley through our prior Purchase Agreement and net proceeds of $26.8 million from the sale of 19,423,375 shares of common stock pursuant to our prior ATM program. Proceeds from the sale of common stock were offset in part by principal payments of $6.2 million under the amended loan agreement with Trinity Capital and payments of $0.4 million for deferred offering costs
Current wording
Cash provided by financing activities during thenine months ended September 30, 2024 totaled $41.8 million. We received net proceeds of $12.8 million from the sale of 10,056,799 shares of common stock to B. Riley through our prior Purchase Agreement and net proceeds of $38.8 million from the sale of 30,718,121 shares of common stock pursuant to our prior ATM program. Proceeds from the sale of common stock were offset in part by principal payments of $9.5 million under the Amended Loan Agreement with Trinity Capital and payments of $0.5 million for deferred offering costs.
Previous wording
Cash provided by financing activities increased by $356.0 million during the six months ended June 30, 2025, when compared to thesix months ended June 30, 2024. The increase was primarily due to the $346.7 million of net proceeds we received from our $350.0 million ATM offering completed in June 2025. Other factors favorably impacting the increase in cash provided by financing activities during the six months ended June 30, 2025, when compared to the six months ended June 30, 2024, include proceeds of $35.0 million from the sale of common stock to Quanta, $6.3 million from tax withholdings on sell-to-cover tax equity award transactions and a $6.2 million reduction in payments of principal of notes payable due to the prepayment of our outstanding debt with Trinity Capital in December 2024. These increases were offset in part by proceeds of $39.7 million from sales of common stock during the six months ended June 30, 2024.
Current wording
by financing activities during the nine months ended September 30, 2025, when compared to the nine months ended September 30, 2024, include proceeds of $35.0 million from the sale of common stock to Quanta, $6.3 million from tax withholdings on sell-to-cover equity award transactions, $4.8 million from stock option and warrant exercises and a $9.5 million reduction in payments of principal of notes payable due to the prepayment of our outstanding debt with Trinity Capital in December 2024. These increases were offset in part by proceeds of $51.7 million from sales of common stock during the nine months ended September 30, 2024.
Previous wording
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 of our condensed consolidated financial statements for the three and six month periods ended June 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 of our condensed consolidated financial statements for the three and nine month periods ended September 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
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 EGC. 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.
Current wording
We are also currently a “smaller reporting company” as defined in the Exchange Act. 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.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
fidelity with fSim gates. For more information on iSWAP gate fidelity and fSIM gates, see the section entitled “Our Technology—Our Superconducting Quantum Processors—Fidelity” in Part I, Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2024.
Current report — wording carried from elsewhere
agreed to invest at least $250 million over the next five years in the field of quantum computing (and Quanta’s investment will be towards personnel and capital expenditures for developing products and services and manufacturing capability in furtherance of our product roadmap). No equity or joint venture was formed under the Collaboration Agreement and costs incurred by us under the Collaboration Agreement, consisting of expenditures for research and development and related capital, will be accounted for in accordance with GAAP as incurred.
Current report — wording carried from elsewhere
negative economic condition. In addition, macroeconomic and geopolitical conditions may lead to disruptions to, and volatility and uncertainty in, the credit and financial markets in the U.S. and worldwide.
Current report — wording carried from elsewhere
Cash provided by financing activities increased by $350.1 million during the nine months ended September 30, 2025, when compared to thenine months ended September 30, 2024. The increase was primarily due to the $346.7 million of net proceeds we received from our $350.0 million ATM offering completed in June 2025. Other factors favorably impacting the increase in cash provided
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
It is not possible at this time to estimate the long-term impact that these and related events could have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted. If these conditions persist and deepen, we could experience an inability to access additional capital if needed, or our liquidity could otherwise be impacted, and the trading price of our Common Stock could decline.