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| PART I | |
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| Item 1. | Business | 5 |
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| Item 1A. | Risk Factors | 21 |
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| Item 1B. | Unresolved Staff Comments | 48 |
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| Item 1C. | Cybersecurity | 49 |
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| Item 2. | Properties | 50 |
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| Item 3. | Legal Proceedings | 50 |
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| Item 4. | Mine Safety Disclosures | 50 |
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| PART II | |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 51 |
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| Item 6. | [Reserved] | 51 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 52 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 62 |
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| Item 8. | Financial Statements and Supplementary Data | 63 |
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| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 96 |
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| Item 9A. | Controls and Procedures | 96 |
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| Item 9B. | Other Information | 96 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 97 |
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| PART III | |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 98 |
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| Item 11. | Executive Compensation | 98 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 98 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 98 |
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| Item 14. | Principal Accountant Fees and Services | 98 |
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| PART IV | |
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| Item 15. | Exhibits, Financial Statement Schedules | 98 |
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| | Exhibit Index | 99 |
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| | Signatures | 102 |
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Cautionary Note Regarding Forward-looking Statements
Unless the context requires otherwise, references in this report to “Rigetti”, the “Company”, “we”, “us”, and “our” refer to Rigetti Computing, Inc. and its consolidated subsidiaries.
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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,” “goal,” “objective,” “design,” “goal,” “seek,” “target,” “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 Annual Report on Form 10-K.
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 Annual Report on Form 10-K may include, for example, statements about:
| ● | our ability to achieve milestones, and/or 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 strategies for sales of quantum computers and quantum computing as a service (“Quantum Computing as a Service,” or “QCaaS”), |
| ● | the advantages of superconducting modality of quantum computing, including scalability and gate speeds, and open modular architecture for quantum computing, |
| ● | our ability and timeline to monetize our investments in quantum computing, if at all, |
| ● | the success of our partnerships and collaborations, including the recent Collaboration Agreement with Quanta Computer, Inc., a Taiwan Corporation (“Quanta”), |
| ● | unfavorable conditions in our industry, the global economy or global supply chain (including any supply chain impacts from future and ongoing military conflicts and wars around the world and sanctions related thereto and trade protections and tariffs), levels of future economic activity, inflation, interest rates and financial and credit market fluctuations, |
| ● | macroeconomic conditions, including global economic and geopolitical conditions, government shutdowns, disruptions to and volatility and uncertainty in the credit and financial markets, uncertainty in levels of future economic activity, inflation and interest rates, |
| ● | 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 have or may be instituted against us or others, |
| ● | our ability to execute on our business strategy, including monetization of our products, |
| ● | our financial performance, growth rate and market opportunity, |
| ● | our ability to grow and manage growth profitably, maintain relationships with customers and suppliers and retain our management and key employees, |
| ● | costs related to operating as a public company, including the additional costs associated with the loss of the ability to use scaled disclosures available to smaller reporting companies (“SRCs”) beginning with our Quarterly Report on Form 10-Q for the first quarter of 2026, |
| ● | the time and attention necessary with respect to our increased disclosure and compliance obligations associated with the loss of our SRC status under the current rules of the Securities and Exchange Commission (the “SEC”), |
| ● | our ability to maintain effective internal controls over financial reporting, |
| ● | changes in applicable laws or regulations, including international trade policies and tax legislation, |
| ● | the possibility that we may be adversely affected by other economic, business, or competitive factors, |
| ● | our ability to implement our strategic initiatives, expansion plans and continue to innovate our existing products and services, |
| ● | the sufficiency of our cash resources and our ability to raise additional capital when needed and on attractive terms, |
| ● | 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, and |
| ● | our ability or decisions to expand or maintain our existing customer base. |
These statements reflect our current views with respect to future events, are based on assumptions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, timeframes or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Additional information concerning these risks, uncertainties and other factors that may impact the operations, projections, and other forward-looking statements discussed herein can be found in the section entitled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements. In addition, our goals and objectives are aspirational and are not guarantees or promises that such goals and objectives will be met. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should read this Annual Report on Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by our cautionary statements. Except as required by law, we assume no obligation to update our forward-looking statements publicly, or to update the reasons that actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the futur**e.
Summary Risk Factors
Our business is subject to a number of risks of which you should be aware before making a decision to invest in our securities. These known and unknown risks, uncertainties and other factors include, without limitation:
| ● | 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 in the past failed to meet publicly announced milestones and may fail to meet projected technological milestones in the future. In addition, we have in the past changed our technology roadmap, including the anticipated milestones and timing thereof. |
| ● | 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. 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. |
| ● | We may not be able to scale our business quickly enough to meet customer and market demand, which would result in lower profitability or cause us to fail to execute on our business strategies. |
| ● | 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. |
| ● | We may not manage growth effectively, including with respect to our employee base and managing our operations successfully. |
| ● | Our ability to use net operating loss carryforwards and other tax attributes may be limited. |
| ● | We face significant technical and engineering challenges in completing the development of our quantum computers, producing our quantum computers at scale, achieving our targeted performance milestones and realizing quantum advantage, any of which is not accomplished would adversely impact our business. |
| ● | We may expend our resources to pursue particular products, designs, sectors or investments and we may fail to capitalize on such products, designs, sectors or investments and/or forego other products, designs, sectors or investments that have been more profitable or for which there may have been a greater likelihood of success. |
| ● | The quantum computing industry is competitive on a global scale and we may not be successful in competing in this industry. |
| ● | 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. |
| ● | 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 certain suppliers to source products. Failure to maintain our relationship with any of these suppliers could have a material adverse effect on our business. |
| ● | We have and may in the future enter into collaboration agreements and similar arrangements with third parties for the manufacturing of our products, and these arrangements may never achieve their goals. |
| ● | Our ability to compete successfully depends on continuous innovation, timely execution of our strategy and achieving cost reduction, and failure to do so could render our quantum computing systems obsolete or less competitive. |
| ● | 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 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 a failure could negatively impact our business. |
| ● | 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. |
| ● | If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences resulting from such compromise. |
| ● | Unstable or unfavorable market and economic conditions in our industry and or the global economy have had and may continue to have serious adverse consequences on our business, financial condition and share price. In the future, we may be required to record significant charges for impairment of our long-lived assets, other assets or investments. |
| ● | We have in the past identified material weaknesses in our internal control over financial reporting, leading to a restatement of our financial statements for prior periods. If we identify additional material weaknesses or if we otherwise fail to establish and maintain effective internal control over financial reporting, it may adversely affect our ability to accurately and timely report our financial results in the future, and may adversely affect investor confidence, our reputation, our ability to raise additional capital and our business operations and financial condition. |
| ● | Our facilities or operations could be damaged or adversely affected as a result of prolonged power outages, natural disasters such as earthquakes, or other catastrophic events. |
| ● | 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, which can adversely affect our business, financial condition, revenues, results of operations or cash flows. |
| ● | Our international operations may subject us to greater than anticipated tax liabilities. |
| ● | We are subject to stringent and evolving U.S. state, federal and foreign laws, regulations and rules, contractual obligations, industry standards, policies and other obligations related to privacy, data use and security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and otherwise, could adversely affect us and our business. |
| ● | Contracts with U.S. government entities subject us to risks including early termination, audits, investigations, sanctions and penalties. |
| ● | We are subject to government 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 failure to obtain, maintain and protect our intellectual property rights could impair our ability to protect and commercialize our proprietary products and technology. |
| ● | 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 and compliance with such regulations may limit our exclusive rights and our ability to contract with non-U.S. manufacturers. |
| ● | Future sales or issuances of our securities may adversely affect the market price of our securities and may be dilutive to existing securityholders. |
| ● | Our warrants, including our public warrants, each entitling the holder to purchase one share of our common stock, $0.0001 par value per share (“Common Stock”), at an exercise price of $11.50 per share, that trade on the Nasdaq Capital Market under the ticker symbol “RGTIW” (“Public Warrants”) and our private placement warrants, each entitling the holder to purchase one share of our Common Stock at an exercise price of $11.50 per share (“Private Warrants”) are accounted for as liabilities and the changes in value of our Public Warrants and Private Warrants could have a material effect on our financial results. |
| ● | Our outstanding warrants and stock options are exercisable for Common Stock. We also issue restricted stock units to our employees. The exercise of our outstanding warrants and stock options and vesting of our outstanding restricted stock units increases the number of shares eligible for future resale in the public market, resulting in dilution to our stockholders. |
