Rigetti Computing, Inc.

Current 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.

Current 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.

Current 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:

Current 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.