Rigetti Computing, Inc.
For the period ended Jun 30, 2025. Filed Aug 12, 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.
Jun 30, 2025 · Filed Aug 12, 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 2025-03-31; filed 2025-05-12.
0001558370-25-007375
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent 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 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 101 previous paragraphs and 105 current paragraphs.
59 unchanged; 35 reworded; 8 added; 5 removed; 2 previous and 3 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 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 (8)
Current report
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 report
2025 ATM Offering
Current report
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 report
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 report
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 report
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 report
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 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.
Removed paragraphs (5)
Previous report
In 2025, we plan to introduce the next generation of our modular system architecture, while aiming to continue to increase fidelities. By mid-year 2025, we expect to release a 36-qubit system based on four 9-qubit chips tiled together, with a targeted 2x reduction in error rates from our error rates achieved at the end of 2024. By the end of 2025, we expect to release a system with over 100 qubits with a targeted 2x reduction in error rates from our error rates achieved at the end of 2024.
Previous report
Cost of revenue decreased by $0.5 million for the three months ended March 31, 2025, when compared to the three months ended March 31, 2024. Thedecreasein cost of revenue during the current period was primarily due to lower revenue, partially offset by an unfavorable revenue mix.
Previous report
Research and development expenses increased by $4.0 million for the three months ended March 31, 2025, when compared to the three months ended March 31, 2024.
Previous report
Selling, general and administrative expenses increased by less than $0.1 million for the three months ended March 31, 2025, when compared to the three months ended March 31, 2024. When comparing the three months ended March 31, 2025 to the three months ended March 31, 2024, increases in salaries and employee related costs of $0.1 million and legal costs of $0.7 million, mostly attributable to the Quanta Collaboration Agreement, were offset by a decrease in facilities costs of $0.7 million and all other costs of $0.1 million.
Previous report
Net cash provided by financing activities during the three months ended March 31, 2025 decreased by $13.8 million, when compared to thethree months ended March 31, 2024. The decrease was primarily due to proceeds received during the three months ended March 31, 2024 from the sale of Common Stock through our prior Purchase Agreement with B. Riley and our prior ATM program totaling $23.9 million, offset in part by proceeds of $6.3 million received during the three months ended March 31, 2025 from tax
Reworded paragraphs (35)
Previous wording
With the goal of unlocking this opportunity, we have developed the world’s first multi-chip quantum processor for scalable quantum computing systems. We believe that this patented and patent pending, modular chip architecture is the building block for new generations of quantum processors that we expect to achieve a clear advantage over classical computers. Our long-term business model centers on revenue generated from sales of quantum processing units (QPUs) and quantum computing systems made accessible via the cloud in the form of Quantum Computing as a Service (“QCaaS’) products. However, the substantial majority of our revenues are derived from development contracts, and we anticipate this market opportunity will continue to represent an important source of revenue for at least the next several years as we work to ramp up sales of QPUs and our QCaaS business. Additionally, we are working to further develop a revenue stream and forging important customer relationships by entering into technology development contracts with various partners.
Current wording
With the goal of unlocking this opportunity, we have developed the world’s first multi-chip quantum processor for scalable quantum computing systems. We believe that this patented and patent pending, modular chip architecture is the building block for new generations of quantum processors that we expect to achieve a clear advantage over classical computers. Our long-term business model centers on revenue generated from sales of quantum processing units (QPUs) and quantum computing systems made accessible via the cloud in the form of Quantum Computing as a Service (“QCaaS”) products. However, the substantial majority of our revenues are currently derived from development contracts, and we anticipate this market opportunity will continue to represent an important source of revenue for at least the next several years as we work to ramp up sales of QPUs and our QCaaS business. Additionally, we are working to further develop a revenue stream and forging important customer relationships by entering into technology development contracts with various partners.
Previous wording
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 March 31, 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 March 31, 2025, we had an accumulated deficit of $512.1 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 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.
Previous wording
In February 2025, our wholly-owned subsidiary, Rigetti Sub, 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 the specifications and requirements provided by Rigetti Sub. “Covered Components” may include control systems, dilution refrigerators, flexible cables, and select other non-QPU components suitable for Rigetti Sub’s 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 the Rigetti Sub product roadmap). No equity or joint venture was formed under the Collaboration Agreement and costs by the Company incurred under the Collaboration Agreement 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 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.
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. 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.
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, 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.
Previous wording
Selling, general and administrative expenses include compensation, employee benefits, stock-based compensation, insurance, facility costs, professional service fees, and other general overhead costs other than those associated with sales of QPUs and providing development contracts, QCaaS offerings and other services. We expect selling, general and administrative expenses to increase as we grow our business, particularlyto the extent we are able to demonstrate the usefulness of quantum computers and achieve broad quantum advantage, and subsequently enhance our product and service offerings, expand our customer base, and implement new marketing strategies.
Current wording
Selling, general and administrative expenses include compensation, employee benefits, stock-based compensation, insurance, facility costs, professional service fees, and other general overhead costs other than those associated with research and development or sales of QPUs and providing development contracts, QCaaS offerings and other services. We expect selling, general and administrative expenses to increase as we grow our business, particularlyto the extent we are able to demonstrate the usefulness of quantum computers and achieve broad quantum advantage, and subsequently enhance our product and service offerings, expand our customer base, and implement new marketing strategies.
Previous wording
Comparison of the Three Months Ended March 31, 2025 and March 31, 2024
Current wording
Comparison of the Three and Six Months Ended June 30, 2025 and June 30, 2024
Previous wording
Revenue decreased by $1.6 million for the three months ended March 31, 2025, when compared to the three months ended March 31, 2024. The decrease was mainly due to a $1.5 million reduction 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 $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.
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 months ended March 31, 2025, we recognized revenue and cost of revenue from a contract to deliver a 24-qubit quantum computing system which has 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 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.
Previous wording
The increase in research and development expenses for the three months ended March 31, 2025, when compared to the three months ended March 31, 2024, was mainly due to a $2.1 million increase in salaries and employee related costs, a $1.1 million increase in stock-based compensation and a $0.4 million increase in consulting charges. All other expenses increased by $0.4 million. The increase in salaries and employee related costs was due to annual salary increases, new hires, higher FICA taxes related to the vesting of restricted stock units and the increase in our stock price and a reduction in the amount of engineering time used to deliver revenue. The increase in stock-based compensation was mainly due to employee spot bonuses paid with restricted stock units. More consultants were used in the three months ended March 31, 2025, when compared to the three months ended March 31, 2024.
Current wording
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 wording
We expect selling, general and administrative expenses to increase over the longer term, particularly after we potentially achieve quantum advantage, and plan to subsequently enhance our sales and service offerings, expand our customer base, and implement new marketing strategies.
Current wording
We expect to incur additional selling, general and administrative expenses to support the growth of our business. Further, we expect selling, general and administrative expenses to increase over the longer term, particularly after we potentially achieve quantum advantage, and plan to subsequently enhance our sales and service offerings, expand our customer base, and implement new marketing strategies.
Previous wording
Interest expenses decreased by $1.1 million for the three months ended March 31, 2025, when compared to the three months ended March 31, 2024. The reduction in interest expense was due to the prepayment of our outstanding debt with Trinity Capital Inc. in December 2024. A discussion regarding the debt prepayment is included in Note 6 to our condensed consolidated financial statements for the three months ended March 31, 2025, included elsewhere in this Quarterly Report on Form 10-Q.
Current 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.
Previous wording
Interest income was $2.2 million and $1.1 million for the three months ended March 31, 2025 and the three months ended March 31, 2024, respectively. The increase in interest income during the three months ended March 31, 2025, when compared to the three months ended March 31, 2024, was due to an increase in the balances of our invested cash and available-for-sale investments resulting from our equity offerings in late 2024, and fluctuations in the rates of interest earned on our investments.
Current 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.
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 months ended March 31, 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 six months ended June 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 months ended March 31, 2025 was a gain of $53.3 million, compared to a loss of $2.6 million for the three months ended March 31, 2024. The gain for the three months ended March 31, 2025 was primarily due to the change in our stock price and related share price volatility.
Current 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.
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 months ended March 31, 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 six months ended June 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 months ended March 31, 2025 was a gain of $8.8 million, compared to a loss of $1.6 million for the three months ended March 31, 2024. The gain for the three months ended March 31, 2025 was primarily due to the change in our stock price and related share price volatility.
Current 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.
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 an income tax provision for either the three months ended March 31, 2025 or the three months ended March 31, 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 six months ended June 30, 2025 or the three and six months ended June 30, 2024.
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 March 31, 2025, we had an accumulated deficit of $512.1 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. 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.
Previous wording
We believe that our existing balances of cash, cash equivalents and available-for-sale investments should be sufficient to meet our anticipated operating cash needs for at least the next 12 months based on our current business plan, and expectations and assumptions considering current macroeconomic conditions. Our operating plan may change because of factors currently unknown, including factors described herein, 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 or other transactions. In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans. We have based these estimates on assumptions that may prove to be wrong and we could use our available capital resources sooner than we currently expect, and future capital requirements and the adequacy of available funds will depend on many factors including those described in the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, as updated under Part II “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
Current wording
We believe that our existing balances of cash, cash equivalents and available-for-sale investments should be sufficient to meet our anticipated operating cash needs for the next 12 months based on our current business plan, and expectations and assumptions considering current macroeconomic conditions. Our operating plan may change because of factors currently unknown, including factors described herein, 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 or other transactions. In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans.
Previous wording
In the longer term, we will require a significant amount of cash for expenditure as we invest in ongoing research and development and business operations, including with respect to the Collaboration Agreement with Quanta, pursuant to which we are required to invest at least $250.0 million in the field of quantum computing in furtherance of our product roadmap over a five year period commencing on February 27, 2025. Until such time as we can generate significant revenue from sales of QPUs, our development contracts and other services, including our QCaaS offering, we expect to finance our cash needs 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.
Previous wording
Macroeconomic conditions, including inflation, interest rates and impacts from government policy and actions, such as international trade restrictions and policies, 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
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 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.
Previous wording
Net cash used in operating activities during the three months ended March 31, 2025 was $13.7 million, primarily resulting from non-cash expenses totaling $57.1 million, partially offset by our net income of $42.6 million. Changes in operating assets and liabilities had a $0.9 million positive impact on net cash used in operating activities during three months ended March 31, 2025.
Current 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.
Previous wording
Net cash used in operating activities during the three months ended March 31, 2024 was $13.1 million, primarily resulting from our net loss of $20.8 million, partially offset by non-cash income totaling $8.8 million. Changes in operating assets and liabilities had a $1.2 million negative impact on net cash used in operating activities during the three months ended March 31, 2024.
Current 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.
Previous wording
Cash used in operating activities increased by $0.6 million to $13.7 million during the three months ended March 31, 2025, from $13.1 million during the three months ended March 31, 2024. We recorded net income of $42.6 million for the three months ended March 31, 2025, a $63.4 million improvement when compared to the net loss for the three months ended March 31, 2024, mostly due to non-cash changes in the fair value of derivative warrant and earn-out liabilities. Non-cash expenses impacting our net income increased by $65.9 million to $57.1 million during the three months ended March 31, 2025, when compared to non-cash income of $8.8 million during the three months ended March 31, 2024. Operating assets and liabilities had a $2.1 million favorable impact on the change in cash used in operating activities forthree months ended March 31, 2025, compared to thethree months ended March 31, 2024.
Current 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.
Previous wording
Cash Flows (Used in) Provided by Investing Activities
Current wording
Cash Flows Used in Investing Activities
Previous wording
Cash used in investing activities during the three months ended March 31, 2025 totaled $23.6 million, resulting from $44.1 million of purchases of available-for-sale securities and $2.5 million of purchases of property and equipment, partially offset by $23.0 million of maturities of available-for-sale securities.
Current 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.
Previous wording
Cash provided by investing activities during the three months ended March 31, 2024 totaled $6.2 million, resulting from $39.0 million of maturities of available-for-sale securities, partially offset by $27.3 million of purchases of available-for-sale securities and $5.5 million of purchases of property and equipment.
Current 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.
Previous wording
Net cash used in investing activities during the three months ended March 31, 2025 increased by $29.8 million, when compared to the three months ended March 31, 2024, primarily due to an increase in purchases ofavailable-for-sale securities and a decrease in maturities of available-for-sale securities offset by a decrease in purchases of property and equipment.
Current 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.
Previous wording
Cash provided by financing activities during thethree months ended March 31, 2025 totaled $6.9 million. We received proceeds of $6.3 million from tax withholdings on sell-to-cover tax equity award transactions, proceeds of $0.3 million from the exercise of stock options and proceeds of $0.4 million the exercise of warrants. We paid $0.1 million for deferred offering costs.
Current 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.
Previous wording
Cash provided by financing activities during the three months ended March 31, 2024 totaled $20.7 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 $11.0 million from the sale of 6,645,982 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 $3.0 million under our prior loan agreement with Trinity Capital, Inc. and payments of $0.2 million for deferred offering costs.
Current 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
Previous wording
withholdings on sell-to-cover tax equity award transactions, an increase in proceeds of $0.7 million from the exercise of stock options and warrants and a $3.0 million reduction in payments of principal of notes payable due to the prepayment of our outstanding debt with Trinity Capital Inc. in December 2024.
Current 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.
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 period ended March 31, 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 six month periods ended June 30, 2025 included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Therefore, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Following the Business Combination, we still qualify as an emerging growth company and plan to take advantage of the extended transition period that 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.
Current wording
In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” (“EGC”) may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Therefore, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Following the Business Combination, we still qualify as an emerging growth company and plan to take advantage of the extended transition period that 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.
Previous wording
We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.
Current wording
We will remain an EGC under the JOBS Act until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.
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 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.
Current 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.
Rearranged current paragraphs (3)
Current report — wording carried from 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.
Current report — wording carried from elsewhere
We have based these estimates on assumptions that may prove to be wrong and we could use our available capital resources sooner than we currently expect, and future capital requirements and the adequacy of available funds will depend on many factors including those described in the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, as updated under Part II “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
Current report — wording carried from elsewhere
With respect to our longer-term future cash requirements, we will require a significant amount of cash for expenditure as we invest in ongoing research and development and business operations, including with respect to the Collaboration Agreement with Quanta, pursuant to which we are required to invest at least $250.0 million in the field of quantum computing in furtherance of our product roadmap over a five year period commencing on February 27, 2025.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.