Rigetti Computing, Inc.

Current report

We are currently an “emerging growth company” and “smaller reporting company” within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Current report

We are currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and

Current report

proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Current report

As a result, our shareholders may not have access to certain information they may deem important. We do not know if investors find our securities less attractive because we rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Current report

We determined that as of June 30, 2025, the last business day of our second fiscal quarter in 2025, under the current rules of the SEC, 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. We expect that the loss of SRC status and eligibility to take advantage of the scaled disclosures will result in increased legal, accounting and financial compliance costs.

Current report

Our warrants are exercisable for Common Stock, the exercise of which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Current report

As of September 30, 2025, the following warrants were outstanding:

Current report

Subsequent to September 30, 2025 and through November 6, 2025, the Company received proceeds of $46.5 million from the exercise of 4,042,099 Public Warrants. As a result, Public Warrants and Private Warrants to purchase an aggregate of 8,771,961 shares of Common Stock with an exercise price of $11.50 per share were outstanding as of November 6, 2025.

Current report

To the extent the aforementioned warrants are exercised, additional shares of Common Stock will be issued, which will result in dilution to the holders of Common Stock and increase the number of shares eligible for resale in the public market. We believe the likelihood that 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 and Private Warrants will be unlikely to exercise their warrants. On November 6, 2025, the last reported sales price of our Common Stock was $34.36 per share.

Current report

Sales of substantial shares in the public market or the fact that warrants may be exercised could adversely affect the market price of our Common Stock. There is no guarantee that the Public Warrants or Private Warrants will stay in the money prior to their expiration, and as such, the warrants may expire worthless.

Previous report

We will no longer qualify as an “emerging growth company” or a “smaller reporting company” after December 31, 2025, and, as a result, we will have to comply with increased disclosure and compliance requirements.

Previous report

We are currently an “emerging growth company” (an “EGC”) as defined in the JOBS Act. However, because the market value of our common stock held by non-affiliates exceeded $700 million as of June 30, 2025, we will no longer qualify as an EGC, a “smaller reporting company” or a “non-accelerated filer” as of December 31, 2025 and will be a large accelerated filer beginning January 1, 2026 for future filings, in accordance with current SEC rules.

Previous report

As a large accelerated filer, we will be subject to certain disclosure and compliance requirements that apply to other public companies but that did not previously apply to us due to our status as an EGC. These requirements include, but are not limited to:

Previous report

We expect that the loss of EGC status and compliance with the additional requirements of being a large accelerated filer will increase our legal, accounting and financial compliance costs and costs associated with investor relations activities, and cause management and other personnel to divert attention from operational and other business matters to devote substantial time to public company reporting requirements. In addition, if we are not able to comply with changing requirements in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities, which would require additional financial and management resources.