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What changed in Rigetti Computing, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Rigetti Computing, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+519 added−605 removedSource: 10-K (2026-03-04) vs 10-K (2025-03-07)

Top changes in Rigetti Computing, Inc.'s 2025 10-K

519 paragraphs added · 605 removed · 402 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeCustomers & Key Partners We believe that the realization of quantum computing’s promise requires strong relationships across an ecosystem of innovative and quantum-committed organizations and have been developing commercial relationships and collaborative partnerships with organizations that possess a keen understanding of specific industry problems and deep technical expertise in key scientific and engineering disciplines.
Biggest changeSuppliers We source our components from multiple industries including from the electronics and semi-conductor industries with low-noise microwave components, CPUs, GPUs, FPGAs; from the cryogenic industry with dilution refrigerators and associated helium gas products; and from the semiconductor industry with silicon wafers and other specialty materials, tooling and measurement equipment. 18 Table of Contents Customers & Key Partners We believe that the realization of quantum computing’s promise requires strong relationships across an ecosystem of innovative and quantum-committed organizations and have been developing commercial relationships and collaborative partnerships with organizations that possess a keen understanding of specific industry problems and deep technical expertise in key scientific and engineering disciplines.
Large-Scale Fault Tolerant Quantum Computing (“lFTQC”) We will consider the phase of lFTQC to begin if and when systems are available with hundreds of logical qubits, which can be universally controlled and measured with substantially error-free operation through the full course of a quantum computation.
Large-Scale Fault Tolerant Quantum Computing (“LFTQC”) We will consider the phase of LFTQC to begin if and when quantum computing systems are available with hundreds of logical qubits, which can be universally controlled and measured with substantially error-free operation through the full course of a quantum computation.
The following are examples of our work related to machine learning: In November 2023, we were awarded an Innovate UK grant as part of the Feasibility Studies in Quantum Computing Applications competition. Joining us in this work are Amazon Web Services (AWS), Imperial College London, and Standard Chartered.
The following are examples of our work related to machine learning: In November 2023, we were awarded an Innovate UK grant as part of the Feasibility Studies in Quantum Computing Applications competition. Joining us in this work were Amazon Web Services (AWS), Imperial College London, and Standard Chartered.
Our sales and marketing efforts are focused on technology development and distribution partnerships with the leading organizations in these markets. In the U.S. government, for example, the Departments of Defense and Energy have each been making significant investments in quantum computing, and we have technology development partnerships with leading agencies and national laboratories.
Our sales and marketing efforts are focused on technology development and distribution partnerships with the leading organizations in these markets. In the U.S. government, for example, the Departments of Defense and Energy have each been making significant investments in quantum computing. We have technology development partnerships with leading government agencies and national laboratories.
ITEM 1. BUSINESS Overview Our mission is to build the world’s most powerful computers to help solve some of humanity’s most important and pressing problems. Our strategy is to be at the forefront of superconducting quantum computing. Classical computers are plateauing, Moore’s law has slowed, returns for parallelization are diminishing and energy requirements can’t keep up.
ITEM 1. BUSINESS Overview Our mission is to build the world’s most powerful computers to help solve humanity’s most important and pressing problems. Our strategy is to be at the forefront of superconducting quantum computing. Classical computers are plateauing, Moore’s law has slowed, returns for parallelization are diminishing and energy requirements can’t keep up.
Fidelity Improvements to the coherence times of superconducting qubits, combined with methods for ever faster and more precise quantum logic gates, have kept superconducting qubits on a pace of continuous fidelity improvement for approximately two decades. In recent years, algorithms have been developed on processors with average two-qubit gate fidelities of 98-99%.
Fidelity Improvements to the coherence times of superconducting qubits, combined with methods for ever faster and more precise quantum logic gates, have kept superconducting qubits on a pace of continuous fidelity improvement for approximately two decades. In recent years, algorithms have been developed on processors with average two-qubit gate fidelities of 98-99.5%.
In October 2023, we were awarded a separate Innovate UK grant as part of the Feasibility Studies in Quantum Computing Applications competition. Joining us in this work are HSBC, the Quantum Software Lab (QSL) based at the University of Edinburgh, and the National Quantum Computing Centre (NQCC).
In October 2023, we were awarded a separate Innovate UK grant as part of the Feasibility Studies in Quantum Computing Applications competition. Joining us in this work were HSBC, the Quantum Software Lab (QSL) based at the University of Edinburgh, and the National Quantum Computing Centre (NQCC).
There are a number of standard benchmarks that are used to measure qubit errors, and are explained further below. We measure the performance of iSWAP gates with an industry standard technique called Randomized Benchmarking, a commonly used method to measure fidelity.
There are a number of standard benchmarks that are used to measure qubit errors and are explained further below. We measure the performance of iSWAP and CZ gates with an industry standard technique called Randomized Benchmarking, a commonly used method to measure fidelity.
The potential utilization of quantum computing for GANs alone is far-reaching and could be impactful in large markets like: ● Healthcare – for medical image analysis used to detect and categorize tumors and predict their growth; ● Drug discovery – for generating molecular structure candidates for medicines to target or cure diseases; ● Finance and banking – for creating models that can detect financial fraud based upon predictive patterns rather than rules determined by previously observed behaviors; and ● Defense and intelligence – for reliably enhancing low resolution satellite imagery into high resolution photography.
The potential utilization of quantum computing for GANs alone is far-reaching and could be impactful in large markets like: ● Healthcare – for medical image analysis used to detect and categorize tumors and predict their growth; ● Drug discovery – for generating molecular structure candidates for medicines to target or cure diseases; 11 Table of Contents ● Finance and banking – for creating models that can detect financial fraud based upon predictive patterns rather than rules determined by previously observed behaviors; and ● Defense and intelligence – for reliably enhancing low resolution satellite imagery into high resolution photography.
The consortium aims to use quantum computing to improve current classical machine learning techniques used by financial institutions to analyze complex data streams. Financial institutions need to continuously interpret complex data streams to extract information necessary for providing accurate credit risk evaluation, managing market-making services, and predicting emissions in the context of green finance, among other things.
The consortium aimed to use quantum computing to improve current classical machine learning techniques used by financial institutions to analyze complex data streams. Financial institutions need to continuously interpret complex data streams to extract information necessary for providing accurate credit risk evaluation, managing market-making services, and predicting emissions in the context of green finance, among other things.
Accordingly, investors should monitor this channel, in addition to following our press releases, SEC filings and public conference calls and webcasts. The information found on our website is not incorporated by reference into this Annual Report on Form 10-K or any other report we file with or furnish to the SEC. ​ 21 Table of Contents
Accordingly, investors should monitor this channel, in addition to following our press releases, SEC filings and public conference calls and webcasts. The information found on our website is not incorporated by reference into this Annual Report on Form 10-K or any other report we file with or furnish to the SEC. ​ 20 Table of Contents
We believe that we will be able to achieve our plans for 2025 described above and elsewhere in this Annual Report on Form 10-K; however, we face various risks and uncertainties relating to our business that could cause actual results to differ materially from our expectations stated herein.
We believe that we will be able to achieve our plans described above and elsewhere in this Annual Report on Form 10-K; however, we face various risks and uncertainties relating to our business that could cause actual results to differ materially from our expectations stated herein.
We have been deploying our quantum computers to end users over the cloud since 2017. We offer our full-stack quantum computing platform as a cloud service to a wide range of end-users, directly through our Rigetti QCS platform, and also through cloud service providers. We began selling quantum computers to end users in 2023.
We have been deploying our quantum computers to end users over the cloud since 2017. We offer our full-stack quantum computing platform as a cloud service to a wide range of end-users, directly through our Rigetti Quantum Cloud Services (QCS®) platform, and also through public cloud service providers. We began selling quantum computers to end users in 2023.
For example, a 2-qubit gate with a fidelity of 99% means that 99 out of 100 times the measurement of the gate will produce the correct result. Fidelities are related to errors in the following way: 100% - error rate % = gate fidelity %. So, an error rate of .5%, is the same as a fidelity of 99.5%.
For example, a two-qubit gate with a fidelity of 99% means that 99 out of 100 times the measurement of the gate will produce the correct result. Fidelities are related to errors in the following way: 100% - error rate % = gate fidelity %. So, an error rate of .5%, is the same as a fidelity of 99.5%.
We believe our quantum computers will be able to solve many computational problems with greater speed and at a lower cost than today’s high performance computers, thereby unlocking considerable value for the users of current HPC systems.
We believe that quantum computers will be able to solve many computational problems with greater speed and at a lower cost than today’s high-performance computers, thereby unlocking considerable value for the users of current HPC systems.
There are a variety of metrics that are used to measure these errors; we currently report performance and indicate a measure of error through a fidelity metric applied to 2-qubit gate error or fidelity, usually expressed as a percentage. Gate fidelity represents the reliability of an operation.
There are a variety of metrics that are used to measure these errors; we currently report performance and indicate a measure of error through a fidelity metric applied to two-qubit gate error or fidelity, usually expressed as a percentage. Gate fidelity represents the reliability of an operation.
In certain cases, algorithms have been developed that in theory solve a particular computation problem; however, classical computers are limited in their ability to implement and process such algorithms. For decades, classical computing power increased exponentially as the number of transistors on a microchip were doubling about every two years, while the cost of computing simultaneously decreased significantly.
In certain cases, algorithms have been developed that in theory solve a particular computation problem; however, classical computers are limited in their ability to implement and process such algorithms. 6 Table of Contents For decades, classical computing power increased exponentially as the number of transistors on a microchip were doubling about every two years, while the cost of computing simultaneously decreased significantly.
For instance, a two-qubit gate with a gate fidelity of 99% means that 99 out of 100 times the operation will provide the correct result. Errors can be caused by imperfect control, natural manufacturing variations, finite qubit lifetimes (coherence) or other sources. Overall, high fidelities of over 99% are likely necessary to enable performance benefits on practical workloads.
For instance, a two-qubit gate with a gate fidelity of 99% means that 99 out of 100 times the operation will provide the correct result. Errors can be caused by imperfect control, natural manufacturing variations, finite qubit lifetimes (coherence) or other sources. Overall, high fidelities of close to 99.9% are likely necessary to enable performance benefits on practical workloads.
Other high potential impact areas for quantum mechanical simulations include the design of chemical catalysts, computational fluid dynamics in aerospace engineering, and nuclear fusion for clean energy. Our Technology Introduction to Quantum Computing Quantum computers encode and process data using a new kind of information storing electrical circuit called a quantum bit, or qubit.
Other high potential impact areas for quantum mechanical simulations include the design of chemical catalysts, computational fluid dynamics in aerospace engineering, and nuclear fusion for clean energy. 12 Table of Contents Our Technology Introduction to Quantum Computing Quantum computers encode and process data using a new kind of information storing electrical circuit called a quantum bit, or qubit.
To date, we have not experienced any work stoppages and maintain good working relationships with our employees. None of our employees are subject to a collective bargaining agreement or are represented by labor unions at this time. 20 Table of Contents Corporate Information Rigetti Computing, Inc., formerly known as Supernova Partners Acquisition Company II, Ltd.
To date, we have not experienced any work stoppages and maintain good working relationships with our employees. None of our employees are subject to a collective bargaining agreement or are represented by labor unions at this time. Corporate Information Rigetti Computing, Inc., formerly known as Supernova Partners Acquisition Company II, Ltd.
We are the registered holder of a variety of domain name registrations, including “rigetti.com.” Our trademark registrations include “Rigetti” in the US, U.K. and EU. Sales & Marketing During this period of eQA, our go-to-market strategy is focused on being a leader in the key market segments driving the early application of quantum computing.
We are the registered holder of a variety of domain name registrations, including “rigetti.com.” Our trademark registrations include “Rigetti” in the US, U.K. and EU. Sales & Marketing During this period of emerging quantum advantage, our go-to-market strategy is focused on being a leader in the key market segments driving the early application of quantum computing.
They are also improving along these key metrics faster than approaches based on other qubit modalities, such as ion traps, photonics and neutral atoms. 14 Table of Contents As an example, in June 2011, the largest algorithms demonstrated on programmable, gate model quantum computers across these modalities were in the range of a few qubits.
They are also improving along these key metrics faster than approaches based on other qubit modalities, such as ion traps, photonics and neutral atoms. As an example, in June 2011, the largest algorithms demonstrated on programmable, gate model quantum computers across these modalities were in the range of a few qubits.
As in conventional computing, faster gate speeds also equate to higher throughput in commercial deployment and therefore greater potential revenue opportunity. Co-processing It is widely believed that unlocking the commercial value of quantum computing requires quantum computers to be tightly integrated with classical computing systems and technology.
As in conventional computing, faster gate speeds also equate to higher throughput in commercial deployment and therefore greater potential revenue opportunity. 16 Table of Contents Co-processing It is widely believed that unlocking the commercial value of quantum computing requires quantum computers to be tightly integrated with classical computing systems and technology.
This protocol requires creating random circuits from the provided gate set measuring the results, and comparing the outcomes to an expected probability distribution of outcomes. In the past we have implemented gate sets based on 2-qubit gates other than iSWAP and fSIM, and may, in the future, choose different gate sets.
This protocol requires creating random circuits from the provided gate set measuring the results and comparing the outcomes to an expected probability distribution of outcomes. In the past we have implemented gate sets based on two-qubit gates other than CZ, iSWAP and fSIM, and may, in the future, choose different gate sets.
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).
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).
This Annual Report on Form 10-K, including this Business Section, should be read in conjunction with the section entitled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. 8 Table of Contents Business Model & Services Currently, we generate the majority of our revenues from technology development contracts with various partners.
This Annual Report on Form 10-K, including this Business Section, should be read in conjunction with the section entitled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. Business Model & Services Currently, we generate the majority of our revenues from technology development contracts with various partners.
Uniquely, our modular processor technology enables improvements to fidelity to be achieved separately from efforts to increase scale; fidelity advancements can be developed on the individual core processor chips, and these improvements can be rapidly integrated into scaled processors through our multi-chip integration technology. As described above, a quantum logic gate is how computation is expressed on a quantum computer.
Uniquely, our modular processor technology enables improvements to fidelity to be achieved separately from efforts to increase scale; fidelity advancements can be developed on the individual core processor chips, and these improvements can be rapidly integrated into scaled processors through our multi-chip integration technology. 15 Table of Contents As described above, a quantum logic gate is how computation is expressed on a quantum computer.
This includes requiring compliance with eligibility and responsibility requirements, contractor qualifications, financial and reporting requirements, as well as subjecting the company to audits and to other government reviews covering issues such as cost, performance, internal controls and accounting practices. Our products and technologies are subject to U.S. export control and import laws and regulations, including the U.S.
This includes requiring compliance with eligibility and responsibility requirements, contractor qualifications, financial and reporting requirements, as well as subjecting the company to audits and to other government reviews covering issues such as cost, performance, internal controls and accounting practices. 19 Table of Contents Our products and technologies are subject to U.S. export control and import laws and regulations, including the U.S.
In order for quantum computers to solve problems out of reach for classical computers, such as modeling molecules with many electrons in order to enhance drug discovery, they require a significant number of high-performing qubits, likely starting at between a few hundred to 1,000 qubits. Fidelity . A gate fidelity estimates the reliability of an operation.
In order for quantum computers to solve problems out of reach for classical computers, such as modeling molecules with many electrons in order to enhance drug discovery, they require a significant number of high-performing qubits, likely starting at around 1,000 qubits. Fidelity . A gate fidelity estimates the reliability of an operation.
However, we face various risks relating to competition as described in “ Risk Factors-Risks Related to Rigetti’s Business and Industry-The quantum computing industry is competitive on a global scale and Rigetti may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers .” Regulatory U.S. government contracts, grants, and agreements are subject to regulations and procurement laws.
However, we face various risks relating to competition as described in “ Risk Factors-Risks Related to Our Business and Industry-The quantum computing industry is in its early stages and volatile and is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers .” Regulatory U.S. government contracts, grants, and agreements are subject to regulations and procurement laws.
Central to QCS are two very powerful sets of technologies developed by us, our quantum processing units (“QPUs”), described above, and our quantum operating system, as described below: Quantum Operating System Software QCS’s computing environment is powered by a distributed quantum operating system that natively supports both public and private cloud architectures.
Central to QCS are two very powerful sets of technologies developed by us, our QPUs, described above, and our quantum operating system, as described below: Quantum Operating System Software QCS’s computing environment is powered by a distributed quantum operating system that natively supports both public and private cloud architectures.
Hybrid architectures that leverage quantum computers as co-processors, pioneered by us since the company’s inception, have now become widely adopted in the quantum computing industry. Quantum co-processing delivered over the cloud, such as Rigetti Quantum Cloud Services platform, is the predominant framework for building and using quantum computers today.
Hybrid architectures that leverage quantum computers as co-processors, pioneered by us since the company’s inception, have now become widely adopted in the quantum computing industry. Quantum co-processing delivered over the cloud, such as our QCS platform, is the predominant framework for building and using quantum computers today.
As quantum computing further matures through this phase, systems will likely continue to grow in scale and performance, culminating in full-scale fault tolerance that operates using potentially thousands of effectively perfect logical qubits. This ultimate goal of full-scale fault tolerance represents the largest commercial opportunity.
As quantum computing matures through this phase, systems would likely continue to grow in scale and performance, culminating in full-scale fault tolerance that operates using potentially thousands of effectively logical qubits. This ultimate goal of full-scale fault tolerance represents the largest commercial opportunity.
As we work to develop new generations of our hardware with the goal of continuing to scale and achieve nQA and then BQA, we anticipate increasing our investment and expenses in both sales and marketing in the future to expand the number of enterprise companies buying our QPUs and directly licensing our QCS platform.
As we work to develop new generations of our hardware with the goal of continuing to scale and achieve QA, we anticipate increasing our investment and expenses in both sales and marketing in the future to expand the number of enterprise companies buying our QPUs and directly licensing our QCS platform.
See also “Risk Factors—Risks Related to Litigation and Government Regulation.” Employees Our deep and talented workforce is the key to our success. As of March 1, 2025, we employ 140 people globally, of which 137 were full-time employees. The majority of our employees are employed in the areas of quantum physics, chip and hardware engineering and software development.
See also “Risk Factors—Risks Related to Litigation and Government Regulation.” Employees Our deep and talented workforce is the key to our success. As of March 1, 2026, we employ 164 people globally, of which 162 were full-time employees. The majority of our employees are employed in the areas of quantum physics, chip and hardware engineering and software development.
We have signed a distribution agreement with Amazon’s Braket service and Microsoft’s Azure Quantum Service, providing access to our quantum computing systems to AWS and Azure customers. Key Technology Development Partnerships We enter into multi-year development partnerships with organizations that have specialized technical expertise and a strong interest in advancing their understanding and application of quantum computing technology.
We have distribution agreements with Amazon’s Braket service and Microsoft’s Azure Quantum Service, providing access to our quantum computing systems to AWS and Azure customers. 9 Table of Contents Key Technology Development Partnerships We enter into multi-year development partnerships with organizations that have specialized technical expertise and a strong interest in advancing their understanding and application of quantum computing technology.
In financial services, optimization could be applied to portfolio management, algorithmic trading and risk assessment. In telecommunications, optimization could be applied to call routing and network capacity planning. In manufacturing, optimization could help with workforce, warehouses and supply chain planning.
For example, in financial services, optimization can be applied to portfolio management, algorithmic trading, and risk assessment. In telecommunications, optimization can be applied to call routing and network capacity planning. In manufacturing, optimization can help with workforce, warehouses, and supply chain planning.
For example, re-setting registers of qubits conditional on the outcomes of previous measurements, can increase overall quantum circuit throughput by 5x relative to non-dynamic implementations of the same workload. 17 Table of Contents The QPU control system includes hardware for networking, classical microprocessors, FPGAs for control and readout pulse sequencing, and analog signal processing.
For example, re-setting registers of qubits conditional on the outcomes of previous measurements, can increase overall quantum circuit throughput by 5x relative to non-dynamic implementations of the same workload. The QPU control system includes hardware for networking, classical microprocessors, field-programmable gate arrays (FPGAs) for control and readout pulse sequencing, and analog signal processing.
We have also developed numerous proprietary technologies required to create quantum computing chips, quantum computer systems, software and cloud-based services and we rigorously protect our unique intellectual property through a portfolio of 104 patents issued and 133 patents pending as of December 31, 2024.
We have also developed numerous proprietary technologies required to create quantum computing chips, quantum computer systems, software and cloud-based services and we rigorously protect our unique intellectual property through a portfolio of 121 patents issued and 160 patents pending as of December 31, 2025.
Given these factors, the emerging field of QML is the focus of much of the current research and development occurring on quantum computers today. We already see emerging machine learning algorithms that take advantage of the unique capabilities of quantum computing to tackle the complex linear algebra problems at the heart of many machine learning tasks.
Given these factors, the emerging field of QML is the focus of much of the current quantum computing research. We already see emerging machine learning algorithms that take advantage of the unique capabilities of quantum computing to tackle the complex linear algebra problems at the heart of many machine learning tasks.
It is currently believed in the quantum computing industry that this likely requires systems with 10,000 to 1,000,000 physical qubits. We believe our scalable multi-chip architecture paves the way to scale up to these large systems. We anticipate the beginning of the large-scale fault tolerant phase to be roughly a decade away.
It is currently believed in the quantum computing industry that this is likely to require systems with 10,000 to 1,000,000 physical qubits. We believe our multi-chip architecture provides a pathway to scale up to these large systems. We anticipate the beginning of the large-scale fault tolerant phase to be roughly a decade away.
These include the scale , or number of qubits available in the quantum processor to encode the problem and algorithm, with more qubits enabling exponentially more complex and challenging problems to be represented; the fidelity of the quantum logic gates from which circuits are composed, which determines how often errors occur when the circuit is executed; the gate speed , which shapes the time taken to execute a given circuit; the co-processing technology and integration, which determines the rate at which classical data representing the problem and algorithm can be loaded into the quantum computer, and the rate at which it flows back out upon completion of the circuit execution; and re-programmability , or the speed with which the specific quantum circuit being executed may be updated to move on to the next step in a computational process. 13 Table of Contents Several candidate physical systems, or modalities, have been proposed or are being pursued, to form the basic physical qubits in quantum computers.
These include the scale , or number of qubits available in the quantum processor to encode the problem and algorithm, with more qubits enabling exponentially more complex and challenging problems to be represented; the fidelity of the quantum logic gates from which circuits are composed, which determines how often errors occur when the circuit is executed; the gate speed , which shapes the time taken to execute a given circuit; the co-processing technology and integration, which determines the rate at which classical data representing the problem and algorithm can be loaded into the quantum computer, and the rate at which it flows back out upon completion of the circuit execution; and re-programmability , or the speed with which the specific quantum circuit being executed may be updated to move on to the next step in a computational process.
In the ensuing twelve-year period from 2012 to 2024, superconducting systems have successfully scaled up to the range of 100 or more qubits, including demonstrations of quantum supremacy. This rate of scaling has easily outpaced other approaches. We believe this leadership results in part from an intrinsic advantage: superconducting qubits have many inherent similarities to traditional silicon-based chips.
In the ensuing period from 2012 to 2025, superconducting systems have successfully scaled up to over 100 qubits, including demonstrations of quantum supremacy. This rate of scaling has easily outpaced other approaches. We believe this leadership results in part from an intrinsic advantage: superconducting qubits have many inherent similarities to traditional silicon-based chips.
In December 2023, we launched the Novera™ QPU, our first commercially available QPU, which includes a 9-qubit chip that features tunable couplers for fast 2-qubit operations and a 5-qubit chip for testing single-qubit operations. The Novera QPU is based on our fourth generation Ankaa™-class architecture.
In December 2023, we launched the Novera™ QPU, our first commercially available quantum processing unit (“QPU”), which includes a 9-qubit chip that features tunable couplers for two-qubit operations and a 5-qubit chip for testing single-qubit operations. The Novera QPU is based on our fourth generation Ankaa™-class architecture.
We intend to design and fabricate more advanced QPUs in the future with improved fidelities, faster gate speeds and higher qubit counts. We believe these anticipated improvements and advances in technology will hopefully lead to nQA, bQA and LFTOC in the coming years.
We intend to design and fabricate more advanced QPUs in the future with improved fidelities, faster gate speeds and higher qubit counts. We believe these anticipated improvements and advances in technology will hopefully lead to QA and LFTQC in the future.
DOE’s Superconducting Quantum Materials and Systems Center (“SQMS”), to advance the development of scalable and high performance quantum processors; ● AFRL to harness our fabrication capabilities for quantum networking hardware research and development. ● DARPA and National Aeronautics and Space Administration (“NASA”) to create quantum computing systems, software and algorithms for optimization applications; and ● Innovate UK, as part of the British government’s effort to accelerate commercialization of quantum computing in the United Kingdom and to pursue practical applications in machine learning, molecular simulation and financial optimization.
DOE’s Superconducting Quantum Materials and Systems Center (“SQMS”), to advance the development of scalable and high performance quantum processors; ● AFRL to harness our fabrication capabilities for quantum networking hardware research and development, and to advance superconducting quantum computing networking; ● DARPA and National Aeronautics and Space Administration (“NASA”) to create quantum computing systems, software and algorithms for optimization applications; ● Innovate UK, as part of the British government’s effort to accelerate commercialization of quantum computing in the United Kingdom and to pursue practical applications in machine learning, molecular simulation and financial optimization, and advance quantum error correction capabilities for superconducting quantum computers; and ● Quanta for control systems, dilution refrigerators, flexible cables, and select other non-QPU components .
We use fSIM gates with the goal of achieving high performance for specific algorithms. We measure the performance of fSim gates with an industry standard technique called cross entropy benchmarking, another commonly used method to measure fidelity.
Generally, any specific fSim gate may not be part of a universal gate set. We use fSIM gates with the goal of achieving high performance for specific algorithms. We measure the performance of fSim gates with an industry standard technique called cross entropy benchmarking, another commonly used method to measure fidelity.
We have already designed and deployed a modular architecture, tiling multiple chips together demonstrating what we believe is the way forward towards building larger systems. We believe a densely connected square lattice with tunable couplers that allows us to control qubit interactions is the foundation for driving qubit performance.
We believe that Cepheus-1-36Q validates our modular architecture approach to scaling. Tiling multiple chips together demonstrates what we believe is the way forward towards building larger systems. We believe a densely connected square lattice with tunable couplers that allows us to control qubit interactions is the foundation for driving qubit performance.
We believe our primary direct competition will come from other companies building or seeking to build universal, gate-model quantum computing systems that can meet the requirements for solving commercial problems.
A number of development-stage companies are also seeking to build quantum computers, quantum software and applications, and quantum cloud computing services. We believe our primary direct competition will come from other companies building or seeking to build universal, gate-model quantum computing systems that can meet the requirements for solving commercial problems.
Quanta Collaboration Agreement In February 2025, our wholly-owned subsidiary, Rigetti & Co, LLC (“Rigetti Sub”), entered into a Collaboration Agreement (the “Collaboration Agreement”) with Quanta Computer Inc., a Taiwan corporation (“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.
Quanta Collaboration Agreement In February 2025, we entered into a Collaboration Agreement (the “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 us.
For that reason, computer scientists have looked toward the computational promise of quantum computers, and the development of quantum-based algorithms, as a means of both accelerating current machine learning algorithms and creating new approaches that are currently impossible on classical computers.
For that reason, computer scientists have looked toward the promise of higher computational efficiency of quantum computers, and the development of quantum machine learning (“QML”) algorithms, as a means of both accelerating current machine learning applications and creating new approaches that are currently impossible with classical computers and may lead to more efficient and accurate models.
Scale Achieving the scale of quantum processor needed for practical workloads is perhaps the hardest requirement of all. To address this, we have developed a unique patented and patent-pending multi-chip quantum processor technology. This approach leverages techniques long used in classical computer microprocessors and memory (“RAM”).
To address this, we have developed a unique patented and patent-pending multi-chip quantum processor technology. This approach leverages techniques long used in classical computer microprocessors and memory (“RAM”).
Our partners and customers include commercial enterprises such as Amazon Web Services (“AWS”) Standard Chartered Bank and Moody’s, along with U.S. government organizations such as Defense Advanced Research Projects Agency (“DARPA”), Department of Energy (“DOE"), and Air Force Research Laboratory (“AFRL”) and international government entities.
Our partners and customers include commercial enterprises such as Amazon Web Services (“AWS”) Standard Chartered Bank and Moody’s, along with U.S. government organizations such as Defense Advanced Research Projects Agency (“DARPA”), Department of Energy (“DOE”), and Air Force Research Laboratory (“AFRL”), and international government entities such as India’s Centre for Development of Advanced Computing (“C-DAC”), India’s premier R&D organization of the Ministry of Electronics and Information Technology.
The availability of scalable quantum computers is expected to enable scientists and engineers to address problems in areas like climate change, fusion energy, quantitative finance, drug development and discovery, materials science, and artificial intelligence. To unlock this opportunity, we have developed the world’s first multi-chip quantum processor for scalable quantum computing systems.
The availability of scalable quantum computers is expected to enable scientists and engineers to address problems in areas like climate change, fusion energy, quantitative finance, drug development and discovery, materials science, and artificial intelligence (“AI”).
We sold our first QPU in 2023 and in December 2023 launched Novera ™, our first commercially available QPU, which features a 9-qubit chip with tunable couplers for fast 2-qubit operations and a 5-qubit chip for testing single-qubit operations.
We sold our first QPU in 2023 and in December 2023 launched Novera ™, our first commercially available QPU, which features a 9-qubit chip with tunable couplers for fast two-qubit operations and a 5-qubit chip for testing single-qubit operations. In 2021, we began selling full-scale quantum computing systems, supporting national laboratories and quantum computing centers.
For example, a qubit in one region must not induce errors on some distant qubit but rather be constrained to influencing errors on nearby qubits. This essential requirement underpins modern quantum error correction theory and practice.
For example, a qubit in one region must not induce errors on some distant qubit but rather be constrained to influencing errors on nearby qubits.
This means that if error rates are below the required threshold (e.g. 1%), then increasing the redundancy ( i.e. , the number of physical qubits making up a single logical qubit) results in an exponential reduction in logical error. In other words, adding a small number of additional physical qubits per logical qubit will provide exponential improvements.
Planar codes are expected to show a high error threshold of approximately 1% error probability per operation. This means that if error rates are below the required threshold (e.g., 1%), then increasing the redundancy ( i.e. , the number of physical qubits making up a single logical qubit) results in an exponential reduction in logical error.
Notably, codes for other modalities, such as Bacon-Shor codes for trapped ion qubits, lack such a threshold behavior and is one reason why we believe superconducting quantum computers to be superior to trapped ion modalities.
In other words, adding a small number of additional physical qubits per logical qubit will provide exponential improvements. Notably, codes for other modalities, such as Bacon-Shor codes for trapped ion qubits, lack such a threshold behavior and is one reason why we believe superconducting quantum computers to be superior to trapped ion modalities.
An error per operation is defined as (1-fidelity). Speed . Speed is a crucial metric for all types of computers, both quantum and classical. Since quantum algorithms are ultimately composed of logic gates applied sequentially to qubits in a quantum computer, the speed with which these gates can be executed translates directly into processing speed and workload throughput.
Since quantum algorithms are ultimately composed of logic gates applied sequentially to qubits in a quantum computer, the speed with which these gates can be executed translates directly into processing speed and workload throughput.
This protocol requires creating random sequences of quantum gates of different sequence length, executing each sequence, and then measuring the outcome of the execution against the mathematically expected results. We also implement a family of 2-qubit gates referred to as fSim. Generally, any specific fSim gate may not be part of a universal gate set.
This protocol requires creating random sequences of quantum gates of different sequence length, executing each sequence, and then measuring the outcome of the execution against the mathematically expected results. On iSWAP-enabled devices, such as Ankaa-3, we also implement a family of two-qubit gates referred to as fSim.
This in-house fab capability has enabled us to accumulate the hands-on experience and intellectual property, including know-how, patents, and trade secrets, to produce quantum computer chips within our scalable, proprietary architecture.
This in-house fab capability has enabled us to accumulate the hands-on experience and intellectual property, including know-how, patents, and trade secrets, to produce quantum computer chips within our scalable, proprietary architecture. Furthermore, we believe Fab-1 has enough wafer capacity to supply all of our chip needs for at least the next three years.
These high-performance chips provide fast gate times, low latency conditional logic, and fast program execution times. Our QPUs are designed and fabricated at Fab-1, leveraging novel manufacturing methods to create state-of-the art superconducting qubits.
These high-performance chips provide fast gate times, low latency conditional logic, and fast program execution times. Our QPUs are designed and fabricated at Fab-1, leveraging novel manufacturing methods to create state-of-the art superconducting qubits. Novera™, our first commercially available QPU, includes a 9-qubit chip that features tunable couplers for fast two-qubit operations and a 5-qubit chip for testing single-qubit operations.
We intend to continue deeply investing in finding and fostering the talent required to remain at the forefront of quantum computing innovation, while protecting our growing base of intellectual property. Key achievements in 2024 include the launch of the 84 qubit Ankaa™-3 system to customers via Rigetti Quantum Cloud Services (QCS).
We intend to continue deeply investing in finding and fostering the talent required to remain at the forefront of quantum computing innovation, while protecting our growing base of intellectual property.
This was underscored by our announcement of the industry’s first multi-chip quantum processor for scalable quantum computers, a capability realized through many innovations from Fab-1. 7 Table of Contents ● Provide broad access to our quantum computers.
This was underscored by our announcement of the industry’s first multi-chip quantum processor for scalable quantum computers, a capability realized through many innovations from Fab-1. ● Utilize an open modular architecture that allows for integration of innovative solutions.
Turning to the processor’s physical qubit array, the necessity of localizing errors has led to the predominance of nearest-neighbor connectivity graphs in quantum processor design. Our quantum processors meet these essential requirements with a nearest-neighbor, planar connectivity graph. Planar codes are expected to show a high error threshold of approximately 1% error probability per operation.
This essential requirement underpins modern quantum error correction theory and practice. 17 Table of Contents Turning to the processor’s physical qubit array, the necessity of localizing errors has led to the predominance of nearest-neighbor connectivity graphs in quantum processor design. Our quantum processors meet these essential requirements with a nearest-neighbor, planar connectivity graph.
We rely upon a combination of protections afforded to owners of patents, copyrights, trade secrets, and trademarks, along with confidentiality and proprietary rights agreements with employees, consultants, contractors, vendors and business partners to establish and protect our intellectual property rights. 18 Table of Contents As of December 31, 2024, we have 104 patents issued and 133 patents pending that are designed to protect our full-stack technology across hardware, software, and services.
We rely upon a combination of protections afforded to owners of patents, copyrights, trade secrets, and trademarks, along with confidentiality and proprietary rights agreements with employees, consultants, contractors, vendors, and business partners to establish and protect our intellectual property rights.
With the introduction of new innovations and the potential entry of new competitors into the market, we expect competition to increase in the future, which could harm our business, results of operations, or financial condition. 19 Table of Contents Our current and prospective competitors include companies engaged in the research, development, and operation of quantum computing capabilities.
These organizations include DARPA, SQMS, Innovate UK and Quanta. Competition The quantum computing market is evolving and highly competitive. With the introduction of new innovations and the potential entry of new competitors into the market, we expect competition to increase in the future, which could harm our business, results of operations, or financial condition.
They represent a cross section of industries, government agencies and partners in the quantum computing ecosystem. Indirect QCaaS Distribution There are a large and growing number of providers of classical computing services over the cloud.
To date, these direct customer relationships have been with customers using QCS for general quantum computing research, algorithm development, algorithm benchmarking and software development activities. They represent a cross section of industries, government agencies and partners in the quantum computing ecosystem. Indirect QCaaS Distribution There are a large and growing number of providers of classical computing services over the cloud.
Useful quantum computers will need not only a large number of qubits, but also high-quality qubits. Reaching 99.0% median two-qubit fidelity with iSWAP gates and a 99.5% median two-qubit fidelity with fSim gates on the Ankaa-3 system in 2024 based on our internal testing is the result of years of innovation and commitment from our teams across the technology stack.
Improving our median two-qubit fidelities is a crucial part of our mission to build the world’s most powerful computers. Useful quantum computers will need not only a large number of qubits, but also high-quality qubits. Reaching 99.6% median two-qubit fidelity on the Cepheus-1-36Q system is the result of years of innovation and commitment from our teams across the technology stack.
As outlined below, it is widely believed that superconducting qubit technology is the most mature, the most advanced, and most likely to ultimately lead to broad commercial success.
There is a varying degree of promise, potential and risk in building machines capable of meeting the above requirements for broad commercial utility. As outlined below, it is widely believed that superconducting qubit technology is the most mature, the most advanced, and most likely to ultimately lead to broad commercial success.
The closing of the private placement transaction is subject to regulatory clearance. Potential Market Opportunity Demand for computing power capable of solving computationally complex problems is increasing. Many of these types of problems are approached through the use of High Performance Computing (“HPC”), which relies primarily on large classical computers located either in the cloud or on-premises.
Many of these types of problems are approached through the use of High-Performance Computing (“HPC”), which relies primarily on large classical computers located either in the cloud or on-premises.
Quantum Computing as a Service (QCaaS) We sell access to our quantum computers through cloud-based services, commonly referred to as QCaaS. This approach enables us to serve a wide range of customers without the complexity and cost associated with shipping, operating and servicing complex and cryogenic computing equipment on customer premises.
This approach enables us to serve a wide range of customers without the complexity and cost associated with shipping, operating and servicing complex and cryogenic computing equipment on customer premises. 8 Table of Contents Rigetti Quantum Cloud Services Rigetti Quantum Cloud Services (“QCS”) is a proprietary platform to deliver high-performance quantum computing over the cloud.
Our recently introduced Ankaa-3 system achieves a median gate time of 72 nanoseconds with universal iSWAP gates. A median gate time of 56 nanoseconds was achieved with the more specialized fSim gates. Median gate time is measured by internal testing.
Our recently introduced Cepheus-1-36 system achieves a median gate time of 76 nanoseconds with universal CZ gates. Median gate time is measured by internal testing.
Many important systems, such as molecular structures, cannot be accurately modeled due to the level of complexity associated with representing the properties and behaviors of the key elemental components. 12 Table of Contents We believe that quantum computers possess inherent advantages that will allow them to accurately model systems with large numbers of variables that are far outside the reach of classical computers today.
We believe that quantum computers possess inherent advantages that will allow them to accurately model systems with large numbers of variables that are far outside the reach of classical computers today.
In the event we demonstrate bQA, we expect many new potential clients to emerge as the range and value of the problems that are addressable by our quantum computing systems significantly increases.
If QA were to be demonstrated, we would expect a meaningful number of new potential clients to emerge, as the range and value of the problems that would be addressable by quantum computing systems would significantly increase.
Together, the consortium aims to enhance existing anti-money laundering techniques by using quantum machine learning techniques with the goal of improving the performance of current-state-of-the-art machine learning algorithms. Money laundering poses a significant threat to financial institutions and society.
Together, the consortium aimed to enhance existing anti-money laundering techniques by using quantum machine learning techniques with the goal of improving the performance of current-state-of-the-art machine learning algorithms. In this work, the consortium aimed to extend current anomaly detection quantum machine learning models to detect anomalous behavior indicating money laundering.
The Ankaa-3 system continues to feature our scalable chip architecture with 3D signal delivery while incorporating major enhancements to key technologies. Leveraging our full-stack platform and in-house quantum foundry capabilities, we believe Ankaa-3 demonstrates our ability to deliver increasingly higher performance quantum computers.
Cepheus-1-36Q features scalable chip architecture with 3D signal delivery while incorporating enhancements to key technologies, such as enhanced intermodule coupler design to enable higher performance. 5 Table of Contents Leveraging our full-stack platform and in-house quantum foundry capabilities, we believe that Cepheus-1-36Q demonstrates our ability to deliver increasingly higher performance quantum computers with larger qubit counts using our proprietary chiplet-based architecture.
It provides support for a broad range of programming capabilities, the ability to integrate over public or private clouds, and high-speed connectivity to auxiliary classical computing resources. The product is designed to meet the needs of a diverse set of customers that all benefit from the high-performance nature of its core computational capabilities.
The product is designed to meet the needs of a diverse set of customers that all benefit from the high-performance nature of its core computational capabilities.
We believe many of these customers will have performance, customization and integration requirements best met by our ability to engage deeply and directly with these kinds of clients.
We believe many of these customers will have performance, customization and integration requirements best met by our ability to engage deeply and directly with these kinds of clients. We believe our full-stack product development approach, and strategy of forging collaborative customer partnerships positions us to be a highly valued and long-term provider of quantum computing services to these organizations.
We also achieved key 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 based on our internal testing.
In the fourth quarter of 2024, we announced the public launch of our 84-qubit Ankaa-3 system, which featured an extensive hardware redesign. We achieved a key two-qubit gate fidelity milestone with Ankaa-3: successfully halving error rates in 2024 to achieve a 99.0% median two-qubit gate fidelity based on our internal testing.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including: ● our ability to meet our technological milestones, including any delays; ● changes in the industries in which we and our customers operate; ● variations in our operating performance and the performance of our competitors in general; ● material and adverse impact of military conflicts and wars around the world; ● actual or anticipated fluctuations in our quarterly or annual operating results; ● publication of research reports by securities analysts about us or our competitors or our industry; ● the public’s reaction to our press releases, our other public announcements and our filings with the SEC; ● our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; ● additions and departures of key personnel; 47 Table of Contents ● changes in laws and regulations affecting our business; ● commencement of, or involvement in, litigation involving the Company; ● changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; ● the volume of shares of our Common Stock available for public sale, including the significant percentage of shares of our Common Stock that may be offered for resale; ● the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; ● guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance, including with respect to our technology roadmap; ● the development and sustainability of an active trading market for our stock; ● actions by institutional or activist stockholders; ● changes in accounting standards, policies, guidelines, interpretations or principles; and ● other events or factors, including recessions, increases in inflation and interest rates, disruptions to banking systems, foreign currency fluctuations, international tariffs, social, political and economic risks, natural disasters, acts of war (including the conflict involving Russia and Ukraine), terrorism or responses to such events.
Biggest changeFurther, our Common Stock could be traded by short sellers, which may put pressure on the supply and demand for our Common Stock, further influencing volatility in its market price. 42 Table of Contents Our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including: our ability to meet our technological milestones (in a timely fashion or at all); changes in the industries in which we and our customers operate; the relative performance of our competitors; adverse impacts of global military conflicts and wars; anticipated or actual fluctuations in our operating results; publication of research reports by securities analysts about us or our competitors or our industry; rumors and market speculation involving us or our competitors, which may include short seller reports; the public’s reaction to our press releases, public announcements and filings with the SEC; our or our competitors’ failure to meet analyst projections or guidance; additions and departures of key personnel; changes in laws or regulations affecting our business, including accounting standards, policies, guidelines, interpretations and principles; involvement in litigation involving the Company, or actions by institutional or activist stockholders; future sales or issuances of our securities; the volume of our securities available for public sale or resale; and other events or factors, including recessions, increases in inflation and interest rates, disruptions to banking systems, foreign currency fluctuations, international tariffs, social, political and economic risks, natural disasters, acts of war (including the conflict involving Russia and Ukraine), terrorism or responses to such events.
This could potentially cause us to cease operations and result in a complete or partial loss of your investment in our securities. We cannot anticipate all of the ways in which the economic climate and financial market and geopolitical conditions could adversely impact our business.
This could potentially cause us to cease operations and result in a complete or partial loss of your investment in our securities. We cannot anticipate all the ways in which the economic climate and financial market and geopolitical conditions could adversely impact our business.
Our ability to scale is dependent also upon components we must source from multiple industries including: from the electronics and semi-conductor industries with low-noise microwave components, CPUs, GPUs, FPGAs; from the cryogenic industry with dilution refrigerators and associated helium gas products; and from the semiconductor industry with silicon wafers and other specialty materials, tooling and measurement equipment.
Our ability to scale is dependent also upon components we must source from multiple industries including: the electronics and semi-conductor industries with low-noise microwave components, CPUs, GPUs, FPGAs; the cryogenic industry with dilution refrigerators and associated helium gas products; and the semiconductor industry with silicon wafers and other specialty materials, tooling and measurement equipment.
These material weaknesses were subsequently remediated following implementation and testing of a series of new controls and procedures.
These material weaknesses were subsequently remediated following implementation and testing of a series of new controls and procedures.
If we identify additional material weaknesses or if we otherwise fail to establish and maintain effective 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.
If we identify additional material weaknesses or if we otherwise fail to establish and maintain effective 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.
We are 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 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.
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 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.
Accordingly, our business, financial condition, results of operations, and growth prospects may be adversely affected by certain events or activities, including, but not limited to: ● Changes in government fiscal or procurement policies, or decreases in government funding available for procurement of goods and services generally, or for our federal government contracts specifically; ● Government entities exercising termination for convenience rights on our existing government contracts with such government entities; ● Changes in government programs or applicable requirements; ● Restrictions in the grant of personnel security clearances to our employees; ● Ability to maintain facility clearances required to perform on classified contracts for U.S. federal government and foreign government agencies; ● Changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding; ● Changes in the government’s attitude towards the capabilities that we offer; ● Changes in the government’s attitude towards us as a company or our platforms; ● Appeals, disputes, or litigation relating to government procurement, including but not limited to bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government; ● The adoption of new laws or regulations or changes to existing laws or regulations; ● Budgetary constraints, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by any lapses in appropriations for the federal government or certain of its departments and agencies; ● Influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers; ● Changes in political or social attitudes with respect to security or data privacy issues; ● Potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics, such as the coronavirus pandemic; and ● Increased or unexpected costs or unanticipated delays caused by other factors outside of our control.
Accordingly, our business, financial condition, results of operations, and growth prospects may be adversely affected by certain events or activities, including, but not limited to: ● Changes in government fiscal or procurement policies or government programs or applicable requirements, or decreases in government funding available for procurement of goods and services generally, or for our federal government contracts specifically; ● Government entities exercising termination for convenience rights on our existing government contracts with such government entities; 27 Table of Contents ● Restrictions on the grant of personnel security clearances to our employees; ● Ability to maintain facility clearances required to perform on classified contracts for U.S. federal government and foreign government agencies; ● Changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding; ● Changes in the government’s attitude towards the capabilities that we offer, or us as a company or our platforms; ● Appeals, disputes, or litigation relating to government procurement, including bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government; ● The adoption of new laws or regulations or changes to existing laws or regulations; ● Budgetary constraints, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by any lapses in appropriations for the federal government or certain of its departments and agencies; ● Influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers; ● Changes in political or social attitudes with respect to security or data privacy issues; ● Potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics, such as the coronavirus pandemic; and ● Increased or unexpected costs or unanticipated delays caused by other factors outside of our control.
These reporting requirements, rules and regulations, coupled with the increase in potential litigation exposure associated with being a public company, could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or board committees or to serve as executive officers, or to obtain certain types of insurance, including directors’ and officers’ insurance, on acceptable terms.
These reporting requirements, rules and regulations, coupled with the increase in potential litigation exposure associated with being a public company, could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors (the “Board”) or board committees or to serve as executive officers, or to obtain certain types of insurance, including directors’ and officers’ insurance, on acceptable terms.
Although we take steps designed to detect, mitigate, and remediate vulnerabilities in our information systems (such as our hardware and/or software, including that of third parties upon which we rely), but we may not be able to detect and remediate all vulnerabilities on a timely basis because the threats and techniques used to exploit the vulnerability change frequently and are often sophisticated in nature.
Although we take steps designed to detect, mitigate, and remediate vulnerabilities in our information systems (such as our hardware and/or software, including that of third parties upon which we rely), we may not be able to detect and remediate all vulnerabilities on a timely basis because the threats and techniques used to exploit the vulnerability change frequently and are often sophisticated in nature.
Effective succession planning is also important to our long-term success and may cause disruption to our business due to, among other things, diverting management’s attention away from the operations of the business or causing a deterioration in morale. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution.
Effective succession planning is important to our long-term success and may cause disruption to our business due to, among other things, diverting management’s attention away from the operations of the business or causing a deterioration in morale. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution.
If we experience delays in adding such support capacity or servicing our customers efficiently or experiencing unforeseen issues with the reliability of our technology, we could overburden our servicing and support capabilities. Similarly, increasing the number of our products and services would require us to rapidly increase the availability of these services.
If we experience delays in adding such support capacity or servicing our customers efficiently or experience unforeseen issues with the reliability of our technology, we could overburden our servicing and support capabilities. Similarly, increasing the number of our products and services would require us to rapidly increase the availability of these services.
This choice of forum provision in our Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims.
This choice of forum provision in the Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims.
We may incur significantly higher losses in future periods as we, among other things, continue to incur significant expenses in connection with the design, development and manufacturing of our quantum computers; and as we expand our research and development activities; invest in manufacturing capabilities; build up inventories of components for our quantum computers; increase our sales and marketing activities; develop our infrastructure; and increase our general and administrative functions to support our growing operations and our being a public company. 23 Table of Contents We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses.
We may incur significantly higher losses in future periods as we, among other things: continue to incur significant expenses in connection with the design, development and manufacturing of our quantum computers; expand our research and development activities; invest in manufacturing capabilities; build up inventories of components for our quantum computers; increase our sales and marketing activities; develop our infrastructure; and increase our general and administrative functions to support our growing operations and our being a public company. 21 Table of Contents We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses.
However, there are a variety of risks and costs associated with our international sales and operations, which may include making additional investments prior to the proven adoption of our solutions, the cost of conducting our business internationally and hiring and training international employees and the costs associated with complying with local law.
There are a variety of risks and costs associated with our international sales and operations, which may include making additional investments prior to the proven adoption of our solutions, the cost of conducting our business internationally and hiring and training international employees and the costs associated with complying with local law.
If we are unable to achieve the increase in the number of qubits or decrease in error rates on the timeframe that we anticipate, the availability of future generations of quantum computer systems may be materially delayed or may never occur.
If we are unable to achieve an increase in the number of qubits or decrease in error rates on the timeframe that we anticipate, the availability of future generations of quantum computer systems may be materially delayed or may never occur.
Delaware law and our Certificate of Incorporation and Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
Delaware law and our Certificate of Incorporation and Bylaws contain certain provisions, including anti-takeover provisions, which limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
Among other things, the Certificate of Incorporation and Bylaws include provisions regarding: ● providing for a classified board of directors with staggered, three-year terms; ● the ability of the Board to issue up to 10,000,000 shares of preferred stock, including “blank check” preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change of control; ● provide that the authorized number of directors may be changed only by the resolution of the Board; ● provide that, subject to the rights of the holders of any series of preferred stock, any individual director or directors may be removed only with cause by the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class; ● provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; ● require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmission; ● provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice; ● provide that special meetings of our stockholders may be called by the chairperson of the Board, the chief executive officer or by the Board pursuant to a resolution adopted by a majority of the total number of authorized directors; and ● not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of Common Stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose.
Among other things, the Certificate of Incorporation and Bylaws include provisions regarding: ● providing for a classified board of directors with staggered, three-year terms; ● the ability of the Board to issue up to 10,000,000 shares of preferred stock, including “blank check” preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change of control; ● provide that the authorized number of directors may be changed only by the resolution of the Board; ● provide that, subject to the rights of the holders of any series of preferred stock, any individual director or directors may be removed only with cause by the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class; ● provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; ● require that any action to be taken by our stockholders must be affected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmission; ● provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice; 45 Table of Contents ● provide that special meetings of our stockholders may be called by the chairperson of the Board, the chief executive officer or by the Board pursuant to a resolution adopted by a majority of the total number of authorized directors; and ● not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of Common Stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose.
Our current competitors include: ● large, well-established tech companies that generally compete across our products, including Google, Microsoft, Amazon and IBM; 27 Table of Contents ● large research organizations funded by sovereign nations such as China, Russia, Canada, Australia and the United Kingdom, and those in the European Union as of the date of this Annual Report on Form 10-K and we believe additional countries in the future; ● less-established public and private companies with competing technology, including companies located outside the United States; and ● new or emerging entrants seeking to develop competing technologies.
Our current competitors include: ● large, well-established tech companies that generally compete across our products, including Google, Microsoft, Amazon and IBM; ● large research organizations funded by sovereign nations such as China, Russia, Canada, Australia and the United Kingdom, and those in the European Union as of the date of this Annual Report on Form 10-K and we believe additional countries in the future; ● less-established public and private companies with competing technology, including companies located outside the United States; and ● new or emerging entrants seeking to develop competing technologies.
In addition, we have filed and may file in the future one or more registration statements on Form S-8 under the Securities Act to register additional shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock issued pursuant to our equity incentive plans and employee stock purchase plan, including additional registration statements on Form S-8 to register additional shares of Common Stock pursuant to the “evergreen” provision thereunder.
In addition, we have filed and may file in the future one or more registration statements on Form S-8 under the Securities Act to register additional shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock issued pursuant to our equity incentive plans and employee stock purchase plan, including additional registration statements on Form S-8 to register additional shares of Common Stock pursuant to the “evergreen” provisions thereunder.
We have several contracts with various government entities, including contracts with the Defense Advanced Research Project Agency and the Department of Energy, among others, and we may enter into additional contracts with U.S. government entities in the future, which subjects our business to statutes and regulations applicable to companies doing business with the government, including the Federal Acquisition Regulation.
We have several contracts with various government entities, including contracts with the Defense Advanced Research Project Agency and the Department of Energy, among others, and we may enter into additional contracts with U.S. government entities in the future, which subjects our business to statutes and regulations applicable to companies’ doing business with the government, including the Federal Acquisition Regulation.
Any material change in our contractual and other business relationships with AWS or other cloud providers, could result in reduced use of our systems, increased expenses, including service credit obligations, and harm our brand and reputation, any of which could have a material adverse effect on our business, financial condition and results of operations.
Any material change in our contractual and other business relationships with our cloud providers could result in reduced use of our systems, increased expenses, including service credit obligations, and harm our brand and reputation, any of which could have a material adverse effect on our business, financial condition and results of operations.
Information provided by third parties may not be reliable or accurate and could materially impact the trading price of our Common Stock which could cause stockholders to lose their investments. ​ 56 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Information provided by third parties may not be reliable or accurate and could materially impact the trading price of our Common Stock, which could cause stockholders to lose their investments. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 48 Table of Contents
In addition, the perceptions of the Company among customers, suppliers, lenders, investors, securities analysts and others could also be adversely affected. Our facilities or operations could be damaged or adversely affected as a result of prolonged power outages, natural disasters and other catastrophic events.
In addition, the perceptions of the Company among customers, suppliers, lenders, investors, securities analysts and others could also be adversely affected. Our facilities or operations could be damaged or adversely affected as a result of prolonged power outages, natural disasters such as earthquakes, and other catastrophic events.
Remote work has become more common and has increased risks to our information technology systems and data, as more of our employees utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations.
Remote work has become more common and has increased risks to our information technology systems and data, as more of our personnel utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations.
We are in our early stages and have a limited operating history, which makes it difficult to forecast the future results of our operations. We have in the past failed to meet publicly announced milestones and may fail to meet projected technological milestones in the future.
See “ 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.
See Note 17 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for information regarding our federal net operating loss carryforwards, federal research and development tax credit carryforwards and other tax attributes.
See Note 16 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for information regarding our federal net operating loss carryforwards, federal research and development tax credit carryforwards and other tax attributes.
Further, existing tax laws, statutes, rules, regulations, or ordinances could be interpreted differently, changed, repealed, or modified at any time. Any such enactment, interpretation, change, repeal, or modification could adversely affect us, possibly with retroactive effect.
New tax laws, statutes, rules, regulations, or ordinances could be enacted at any time. Further, existing tax laws, statutes, rules, regulations, or ordinances could be interpreted differently, changed, repealed, or modified. Any such enactment, interpretation, change, repeal or modification could adversely affect us, possibly with retroactive effect.
If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences. Obligations related to data privacy and security are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty.
If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences. 36 Table of Contents Obligations related to data privacy and security are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty.
As a result, included in our balance sheets as of December 31, 2024 and December 31, 2023 contained in this Annual Report on Form 10-K are derivative liabilities related to embedded features contained within our Warrants.
As a result, included in our balance sheets as of December 31, 2025 and 2024 contained in this Annual Report on Form 10-K are derivative liabilities related to embedded features contained within our warrants.
In addition, pursuant to the Collaboration Agreement, each of the parties 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).
In addition, pursuant to the Collaboration Agreement, each of the parties 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).
We currently offer access to quantum computing as a service (“Quantum Computing as a Service” or “QCaaS”), both directly to our end users with our own Quantum Cloud Services and indirectly to end users through public cloud providers such as Amazon Braket and Microsoft Azure Quantum who integrate our QCS into their own quantum computing platforms.
We currently offer access to quantum computing as a service (“Quantum Computing as a Service” or “QCaaS”), both directly to our end users with our own Quantum Cloud Services (“QCS”) and indirectly to end users through public cloud providers such as Amazon Braket (“AWS”) and Microsoft Azure Quantum (“Azure”), who integrate our QCS into their own quantum computing platforms.
Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations.
Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in our net loss in the statements of operations.
However, while we remain an emerging growth company, we are not required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Sarbanes-Oxley Act Section 404, we engaged in a process to enhance our internal control over financial reporting, which was both costly and challenging.
However, while we remain an emerging growth company, we are not required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. 43 Table of Contents To achieve compliance with Sarbanes-Oxley Act Section 404, we engaged in a process to enhance our internal control over financial reporting, which was both costly and challenging.
Our successful execution of our technology roadmap is based on the development of multiple generations of quantum computing systems and the achievement of our targeted qubit counts and fidelities, including hardware that demonstrates narrow quantum advantage and broad quantum advantage, each of which is an important anticipated milestone for our technology roadmap and commercialization.
Our successful execution of our technology roadmap is based on the development of multiple generations of quantum computing systems and the achievement of our targeted qubit counts and fidelities, including hardware that demonstrates quantum advantage and LFTQC, each of which is an important anticipated milestone for our technology roadmap and commercialization.
In addition, we seek to protect our intellectual property rights through nondisclosure and invention assignment agreements with our employees and consultants, and through non-disclosure agreements with business partners and other third parties. 44 Table of Contents However, we may not be able to prevent unauthorized use of our intellectual property.
In addition, we seek to protect our intellectual property rights through nondisclosure and invention assignment agreements with our employees and consultants, and through non-disclosure agreements with business partners and other third parties. However, we may not be able to prevent unauthorized use of our intellectual property.
If the Collaboration Agreement is terminated before Quanta fulfills any or all of its investment commitment, we may not receive the anticipated benefits from the Collaboration Agreement.
If the Collaboration Agreement is terminated before Quanta fulfills any or all of its investment commitment for any reason, we may not receive the anticipated benefits from the Collaboration Agreement.
We may not be able to cost effectively manage production at a scale or quality consistent with customer demand in a timely or economic manner.
We may not be able to cost effectively manage production at a scale or quality consistent with customer demand in a timely or cost-effective manner.
As a result, the U.S. government may have certain rights to intellectual property embodied in our current or future product candidates pursuant to the Bayh-Dole Act of 1980, or the Patent and Trademark Law Amendments Act. These U.S. government rights include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose.
The U.S. government may have certain rights to intellectual property embodied in our current or future intellectual property pursuant to the Bayh-Dole Act of 1980, or the Patent and Trademark Law Amendments Act. These U.S. government rights include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose.
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.
We are currently an “emerging growth 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, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We would also need to convert any Form S-3ASR to a non-automatic shelf registration statement. Not qualifying as a well-known seasoned issuer could also impact the views or perceptions of investors and analysts and may influence investors’ willingness to purchase or hold our securities or analysts’ recommendations regarding our securities.
We would also need to convert any Forms S-3ASR to non-automatic shelf registration statements. Not qualifying as a well-known seasoned issuer could also impact the views or perceptions of investors and analysts and may influence investors’ willingness to purchase or hold our securities or analysts’ recommendations regarding our securities.
The quantum computing industry is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers. The markets in which we operate are rapidly evolving and highly competitive.
The quantum computing industry is in its early stages and volatile and is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers. The markets in which we operate are rapidly evolving and highly competitive.
We have in the past changed our technology roadmap, including the anticipated milestones and timing thereof, including in each of the years ended 2018, 2022 and 2023. We may further update the technology roadmap in the future, including anticipated milestones and anticipated timeline for milestones.
We have in the past changed our technology roadmap, including the anticipated milestones and timing thereof, including in each of the years ended December 31, 2018, 2022, 2023 and 2025. We may further update our technology roadmap in the future, including anticipated milestones and anticipated timeline for milestones.
Further, they have the resources to acquire or partner with existing and emerging providers of competing technology and thereby accelerate adoption of those competing technologies. All of the foregoing could make it difficult or impossible for us to provide products and services that compete favorably with those of the public cloud providers.
Further, these public cloud providers have the resources to acquire or partner with existing and emerging providers of competing technology and thereby accelerate adoption of those competing technologies, all of which could make it difficult or impossible for us to provide products and services that compete favorably with those of the public cloud providers.
We may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and exploit potential strategic relationships and market opportunities. 25 Table of Contents Our ability to use net operating loss carryforwards and other tax attributes may be limited.
We may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and exploit potential strategic relationships and market opportunities. Our ability to use net operating loss carryforwards and other tax attributes may be limited.
Evolving and scaling our business and operations places increased demands on our management as well as our financial and operational resources to: ● attract new customers and grow our customer base; ● maintain and increase the rates at which existing customers use our platform, sell additional products and services to our existing customers, and reduce customer churn; ● invest in our platform and product offerings; ● effectively manage organizational change; ● accelerate and/or refocus research and development activities; ● expand manufacturing and supply chain capacity; ● increase sales and marketing efforts; ● broaden customer support and services capabilities; ● maintain or increase operational efficiencies; ● implement appropriate operational and financial systems; and ● establish and maintain effective financial disclosure controls and procedures.
Evolving and scaling our business and operations places increased demands on our management as well as our financial and operational resources to: ● attract new customers and grow our customer base; ● maintain and increase the rates at which existing customers use our platform, sell additional products and services to our existing customers, and reduce customer churn; ● invest in our platform and product offerings; ● effectively manage organizational change; ● accelerate and/or refocus research and development activities; ● expand manufacturing and supply chain capacity; ● increase sales and marketing efforts; ● broaden customer support and services capabilities; ● maintain or increase operational efficiencies; ● implement appropriate operational and financial systems; and ● establish and maintain effective financial disclosure controls and procedures. ​ Commercial traction of quantum computing technology may never occur.
For example, expansion of and upgrades to our Fab 1 facility is continual and ongoing, and we may not complete the expansion and upgrades on terms originally anticipated, in a timely manner or at all, which could have a material impact on our business, financial condition or results of operations.
For example, expansion of and upgrades to our Fab-1 facility is continual and ongoing, and we may not complete the expansion and upgrades on terms originally anticipated, in a timely manner or at all, or we may decide to construct a new fabrication facility, both of which could have a material impact on our business, financial condition or results of operations.
The nascent market for quantum computers is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing customer demands and behaviors.
In addition, the market for quantum computers is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing customer demands and behaviors.
For example, certain privacy laws, such as the UK GDPR and CCPA, require our customers to impose specific contractual restrictions on their service providers. We publish privacy policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security.
For example, certain privacy laws, such as the UK GDPR and California Consumer Privacy Act (“CCPA”), require our customers to impose specific contractual restrictions on their service providers. We publish privacy policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security.
Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause delays in development and fabrication, the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services.
Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause us to miss publicly disclosed technology development milestones and cause delays in development and fabrication, the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services.
For further information regarding our customer concentration, refer to Note 16 of our audited consolidated financial statements for the year ended December 31, 2024, included elsewhere in this Annual Report on Form 10-K.
For further information regarding our customer concentration, refer to Note 15 of our audited consolidated financial statements for the year ended December 31, 2025, included elsewhere in this Annual Report on Form 10-K.
In addition, our suppliers could discontinue selling products at any time for reasons that may or may not be in our control or the suppliers’ control, including shortages of raw materials, environmental and social supply chain issues, pandemic, labor disputes or weather conditions.
In addition, our suppliers could face reductions or interruptions in supply, or discontinue selling products at any time for reasons that may or may not be in our control or the suppliers’ control, including shortages of raw materials, environmental and social supply chain issues, global supply chain disruptions, pandemic, labor disputes or weather conditions.
In addition, the definitions and expectations with respect to what constitutes quantum advantage, including the anticipated stages of quantum technology maturation, may continue to evolve and may also diverge from others in the industry. Quantum computing technology, including narrow quantum advantage and broad quantum advantage, may take years or decades to be realized, if ever.
In addition, the definitions and expectations with respect to what constitutes QA and LFTQC, including the anticipated stages of quantum technology maturation, may continue to evolve and may also diverge from others in the industry. Quantum computing technology, including QA and LFTQC, may take years or decades to be realized, if ever.
As of December 31, 2024 we had U.S. federal net operating loss carryforwards of approximately $282.0 million. Under current law, U.S. federal net operating loss carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards is limited to 80% of taxable income.
As of December 31, 2025, we had U.S. federal net operating loss carryforwards of approximately $455.3 million. Under current law, U.S. federal net operating loss carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards is limited to 80% of taxable income.
Any material change in our contractual and other business relationships with our partners, could result in reduced use of our systems, increased expenses, including service credit obligations, and harm to our brand and reputation, any of which could have a material adverse effect on our business, financial condition and results of operations.
Any material change in our contractual and other business relationships with our partners, could result in reduced use of our systems, increased expenses, including service credit obligations, and harm to our brand and reputation, any of which could have a material adverse effect on our business, financial condition and results of operations. We depend on certain suppliers to source products.
Shortages or supply interruptions in any of these components will have an adverse impact on our ability to deliver revenues. 24 Table of Contents If large-scale development of our quantum computers commences, our computers may contain defects in design and manufacture that may cause them to not perform as expected or that may require repair and design changes.
Shortages or supply interruptions in any of these components will have an adverse impact on our business. If large-scale development of our quantum computers commences, our computers may contain defects in design and manufacture that may cause them to not perform as expected or that may require repair and design changes.
Our Certificate of Incorporation and bylaws of the Company (the “Bylaws”) and the General Corporation Law of the State of Delaware (“DGCL”) contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the board of directors of Rigetti (the “Board”) and therefore depress the trading price of our Common Stock.
The Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and the bylaws of the Company (the “Bylaws”), as well as the General Corporation Law of the State of Delaware (“DGCL”), contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the trading price of our Common Stock.
We depend on certain suppliers to source products. Failure to maintain our relationship with any of these suppliers, or a failure to replace any of these suppliers, could have a material adverse effect on our business, financial position, results of operations and cash flows.
Failure to maintain our relationship with any of these suppliers, or a failure to replace any of these suppliers, could have a material adverse effect on our business, financial position, results of operations and cash flows.
Expansion and upgrades require significant cash investments and management resources and there is no guarantee that they will generate additional sales of our products or services, or that we will be able to avoid cost overruns or be able to hire additional personnel to support us.
Expansion and upgrades or construction of a new fabrication facility requires significant cash investments and management resources and there is no guarantee that they will generate additional sales of our products or services, or that we will be able to avoid cost overruns or be able to hire additional personnel to support us.
Furthermore, we cannot predict the rate at which our platform and solutions will be accepted in international markets by potential customers. We currently have sales, customer support and engineering personnel outside the United States in the United Kingdom, Australia and Canada; however, our sales, support and engineering organization outside the United States is smaller than our U.S. sales organization.
Furthermore, we cannot predict the rate at which our platform and solutions will be accepted in international markets by potential customers. We currently have sales, customer support and engineering personnel outside the United States in the United Kingdom, Australia and Canada.
Our business is exposed to risks associated with litigation, investigations and regulatory proceedings. We may in the future face legal, administrative and regulatory proceedings, claims, demands and/or investigations involving stockholder, consumer, competition and/or other issues relating to our business on a global basis.
We may in the future face legal, administrative and regulatory proceedings, claims, demands and/or investigations involving stockholder, consumer, competition and/or other issues relating to our business on a global basis.
Risks Related to Our Financial Condition and Status as an Early-Stage Company 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 to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available.
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 to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available.
A weak or declining economy could strain our suppliers, possibly resulting in supply disruption. In addition, there is a risk that our current or future suppliers, service providers, manufacturers or other partners may not survive such difficult economic times, which could directly affect our ability to attain our operating goals on schedule and on budget.
In addition, there is a risk that our current or future suppliers, service providers, manufacturers or other partners may not survive such difficult economic times, which could directly affect our ability to attain our operating goals on schedule and on budget.
Notwithstanding the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
These exclusive-forum provisions do not apply to actions brought to enforce any liability or duty created by the Exchange Act, or to any claim for which federal district courts of the United States of America are the sole and exclusive forum.
Failure to comply with these regulations could harm our business. In many countries, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or other regulations applicable to us.
In many countries, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or other regulations applicable to us.
In addition, future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.
In addition, future or past business transactions (such as mergers and acquisitions) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in merged or acquired entities’ systems and technologies as part of integration.
Moreover, despite our efforts, our personnel or third parties on whom we rely may fail to comply with such obligations, which could negatively impact our business operations. 41 Table of Contents If we or the third parties on which we rely fail, or are perceived to have failed, to address or comply with applicable data privacy and security obligations, we could face significant consequences, including but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-action claims); additional reporting requirements and/or oversight; bans on processing personal data; orders to destroy or not use personal data; and imprisonment of company officials.
If we or the third parties on which we rely fail, or are perceived to have failed, to address or comply with applicable data privacy and security obligations, we could face significant consequences, including but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-action claims); additional reporting requirements and/or oversight; bans on processing personal data; orders to destroy or not use personal data; and imprisonment of company officials.
If we do not qualify as a well-known seasoned issuer, we will not be able to file automatic shelf registration statements on Form S-3ASR and enjoy the benefits associated with such registration statements, such as automatic effectiveness immediately upon filing, permitting companies to omit more information from the base prospectus than permitted for other shelf registration statements, allowing companies to register unspecified amounts of securities and doing so without allocating among securities or between primary and secondary offerings, and permitting companies to pay filing fees on a “pay-as-you-go” basis at the time of each takedown from the shelf registration statement.
If at a specific measurement time in the future, our public float is below $700.0 million, we may no longer qualify as a well-known seasoned issuer and would no longer be able to file automatic shelf registration statements on Form S-3ASR and enjoy the benefits associated with such registration statements, such as automatic effectiveness immediately upon filing, permitting companies to omit more information from the base prospectus than permitted for other shelf registration statements, allowing companies to register unspecified amounts of securities and doing so without allocating among securities or between primary and secondary offerings, and permitting companies to pay filing fees on a “pay-as-you-go” basis at the time of each takedown from the shelf registration statement.
Further, there could be public announcements of the intellectual property litigation, and if securities analysts, investors or others perceive the potential impact to be negative or risks to be substantial, it could have an adverse effect on the price of our Common Stock. ● Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, regardless of the merit of the claim or our defenses, may require us to do one or more of the following: ● cease selling or using solutions or services that incorporate the intellectual property rights that allegedly infringe, misappropriate or violate the intellectual property of a third party; ● make substantial payments for legal fees, settlement payments or other costs or damages; ● obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; ● redesign the allegedly infringing solutions to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible; or ● indemnify third parties using our products or services.
Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, regardless of the merit of the claim or our defenses, may require us to do one or more of the following: ● cease selling or using solutions or services that incorporate the intellectual property rights that allegedly infringe, misappropriate or violate the intellectual property of a third party; ● make substantial payments for legal fees, settlement payments or other costs or damages; ● obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; ● redesign the allegedly infringing solutions to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible; or ● indemnify third parties using our products or services.
Cloud computing partnerships could be terminated, or not scale as anticipated, or even at all. 29 Table of Contents There is risk that one or more of the public cloud providers, such as AWS and Azure, could use their respective control of their public clouds to control market pricing of the services, restrict access, embed innovations or privileged interoperating capabilities in competing products, bundle competing products and leverage their public cloud customer relationships to exclude us from opportunities.
There is risk that one or more of the public cloud providers, such as AWS and Azure, could use their respective control of their public clouds to control market pricing of the services, restrict access, embed innovations or privileged interoperating capabilities in competing products, bundle competing products and leverage their public cloud customer relationships to exclude us from opportunities.
As a result of the SEC Statement, we reevaluated the accounting treatment of our 8,625,000 Public Warrants and 4,450,000 Private Warrants and determined to classify the Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.
As a result of the SEC Statement, we reevaluated the accounting treatment of our Public Warrants and Private Warrants and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in our net loss in the statement of operations.
Any decreased use of our products and technologies or limitation on our ability to sell our products and technologies would likely adversely affect our business, financial condition and results of operations. We expect to incur significant costs in complying with these regulations. Regulations related to quantum computing are currently evolving and we face risks associated with changes to these regulations.
Any decreased use of our products and technologies or limitation on our ability to sell our products and technologies would likely adversely affect our business, financial condition and results of operations. We expect to incur significant costs in complying with these regulations.
If we cannot attract, train and retain qualified personnel in this competitive environment, we may experience delays in the development of our quantum computing technologies and otherwise be unable to develop and grow our business as projected, or even at all. Our future growth and success depends on our ability to sell effectively to government entities and large enterprises.
If we cannot attract, train and retain qualified personnel in this competitive environment, we may experience delays in the development of our quantum computing technologies and otherwise be unable to develop and grow our business as projected, or even at all.
Shares registered under these registration statements on Form S-8 will be available for sale in the public market subject to vesting arrangements and exercise of options and the restrictions of Rule 144 in the case of our affiliates. Sales of a substantial number of shares of our Common Stock in the public market could occur at any time.
Shares registered under these registration statements on Form S-8 will be available for sale in the public market, subject to vesting arrangements and exercise of options, and the restrictions of Rule 144 in the case of our affiliates.
In addition, we have in the past changed our technology roadmap, including the anticipated milestones and timing thereof. Our business was founded in 2013 and has operated quantum computers over the cloud since 2017.
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. Our business was founded in 2013 and has operated quantum computers over the cloud since 2017.
This could allow our competitors to create similar solutions with lower development effort and time and ultimately put us at a competitive disadvantage. 46 Table of Contents 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, such as a license to the U.S. government under such intellectual property, “march-in” rights, certain reporting requirements and a preference for U.S.-based companies, and compliance with such regulations may limit our exclusive rights and our ability to contract with non-U.S. manufacturers.
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, such as a license to the U.S. government under such intellectual property, “march-in” rights, certain reporting requirements and a preference for U.S.-based companies, and compliance with such regulations may limit our exclusive rights and our ability to contract with non-U.S. manufacturers.
However, achieving quantum advantage would not necessarily lead to commercial viability of the technology that accomplished such advantage, nor would it mean that such system could outperform classical computers in tasks other than the one used to determine a quantum advantage.
Achieving QA or LFTQC will be critical to the success of any quantum computing company, including ours. However, achieving QA would not necessarily lead to commercial viability of the technology that accomplished such advantage, nor would it mean that such system could outperform classical computers in tasks other than the one used to determine a QA.
Changes we have made and any changes we make in the future to comply with these obligations may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis, or at all.
These requirements have increased our legal and financial compliance costs and made some activities more time-consuming and costly. Changes we have made and any changes we make in the future to comply with these obligations may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis, or at all.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. 51 Table of Contents We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management. 52 Table of Contents The Certificate of Incorporation designates the Court of Chancery of the State of Delaware or the United States federal district courts as the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, stockholders, employees or agents.
The Certificate of Incorporation designates the Court of Chancery of the State of Delaware or the United States federal district courts as the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, stockholders, employees or agents.
If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business, financial condition, revenues, results of operations or cash flows will suffer. We may be unable to keep current with changes in government requirements as they change from time to time.
If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business, financial condition, revenues, results of operations or cash flows will suffer.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRisk Factors in this Annual Report on Form 10-K, including 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, including but not limited 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; loss of intellectual property or other confidential business information; and other adverse consequences, which may adversely affect our business .
Biggest changeRisk Factors in this Annual Report on Form 10-K, including 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, which may adversely affect our business .
For example, (1) cybersecurity risk is addressed as a component of the Company’s enterprise risk management program and identified in the Company’s risk register; (2) our information security function works with management, including our Chief Technology Officer (“CTO”), to prioritize our risk management processes and mitigate cybersecurity threats that could more likely lead to a material impact to our business; (3) our senior management/committee evaluates material risks from cybersecurity threats against our overall business objectives and on a quarterly basis reports to the cybersecurity subcommittee of the audit committee of the board of directors, with the cybersecurity subcommittee reporting to the audit committee of the board of directors, which oversees our cybersecurity risk as part of our overall enterprise risk.
For example, (1) cybersecurity risk is addressed as a component of the Company’s enterprise risk management program and identified in the Company’s risk register; (2) our information security function works with management, including our Chief Technology Officer (“CTO”), to prioritize our risk management processes and mitigate cybersecurity threats that could more likely lead to a material impact to our business; (3) our senior management/committee evaluates material risks from cybersecurity threats against our overall business objectives and on a quarterly basis reports to the audit committee of the board of directors, which oversees our cybersecurity risk as part of our overall enterprise risk.
The board of directors’ audit committee, and specifically the subcommittee for cybersecurity, is responsible for overseeing Company’s cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats. Our cybersecurity risk assessment and management processes are implemented and maintained by our legal team along with third-party service providers in coordination with the CTO.
The board of directors’ audit committee is responsible for overseeing Company’s cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats. Our cybersecurity risk assessment and management processes are implemented and maintained by our legal team along with third-party service providers in coordination with the CTO.
Cybersecurity Threats As of December 31, 2024, we have not experienced any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents or threats, that have materially affected the business strategy, results of operations or financial condition of the Company or are reasonably likely to have such a material effect.
Cybersecurity Threats As of December 31, 2025, we have not experienced any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents or threats, that have materially affected the business strategy, results of operations or financial condition of the Company or are reasonably likely to have such a material effect.
The cybersecurity subcommittee receives periodic reports from the CTO, which reflect input from the third-party service provider, concerning the Company’s risk profile, including significant cybersecurity threats and risk and the processes the Company has implemented to address them. The cybersecurity subcommittee also has access to various reports, summaries and presentations related to cybersecurity threats, risk and mitigation.
The audit committee receives periodic reports from the CTO, which reflect input from the third-party service provider, concerning the Company’s risk profile, including significant cybersecurity threats and risk and the processes the Company has implemented to address them. The audit committee also has access to various reports, summaries and presentations related to cybersecurity threats, risk and mitigation.
In addition, the Company’s incident response and vulnerability management processes include reporting to the cybersecurity subcommittee of the board of directors’ audit committee for certain cybersecurity incidents in accordance with the incident response plan.
In addition, the Company’s incident response and vulnerability management processes include reporting to the audit committee of the board of directors for certain cybersecurity incidents in accordance with the incident response plan.
The CTO is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, and communicating key priorities to relevant personnel.
The CTO is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, and communicating key priorities to relevant personnel. Our CTO is responsible for approving budgets, helping prepare for potential cybersecurity incidents, approving technical cybersecurity processes, and reviewing security assessments and other security-related reports.
Our cybersecurity incident response and vulnerability management processes are designed to escalate certain cybersecurity incidents and vulnerabilities to members of management depending on the circumstances in accordance with the incident response policy, including the CTO, CFO, CEO, and others.
Our CTO collaborates regularly with our third-party service provider who provides a fractional Chief Information Security Officer, who has extensive experience in cybersecurity and a certification as a CISSP. 49 Table of Contents Our cybersecurity incident response and vulnerability management processes are designed to escalate certain cybersecurity incidents and vulnerabilities to members of management depending on the circumstances in accordance with the incident response policy, including the CTO, CFO, CEO, and others.
Our CTO is responsible for approving budgets, helping prepare for potential cybersecurity incidents, approving technical cybersecurity processes, and reviewing security assessments and other security-related reports. 57 Table of Contents Our CTO has over 20 years of experience in engineering and information technology management at various organizations.
Our CTO has over 20 years of experience in engineering and information technology management at various organizations.
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Our CTO collaborates regularly with our third-party service provider who provides a fractional Chief Information Security Officer, who has extensive experience in cybersecurity and a certification as a CISSP.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also have offices for our international operations in the United Kingdom and Australia. We believe that our existing facilities are adequate to meet our current requirements. See Note 13 in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information about our lease commitments.
Biggest changeWe also have leased office spaces for our international operations in the United Kingdom and Australia. We believe that our existing facilities are adequate to meet our current requirements. See Note 10 in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information about our lease commitments.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMINE SAFETY DISCLOSURES Not Applicable. ​ 58 Table of Contents PART II
Biggest changeMINE SAFETY DISCLOSURES Not Applicable. ​ 50 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent Sales of Unregistered Securities Other than as previously disclosed in our Current Reports on Form 8-K or Quarterly Reports on Form 10-Q filed with the SEC, we did not issue any unregistered equity securities during the 12 months ended December 31, 2024. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. ​
Biggest changeRecent Sales of Unregistered Securities Other than as previously disclosed in our Current Reports on Form 8-K or Quarterly Reports on Form 10-Q filed with the SEC, we did not issue any unregistered equity securities during the 12 months ended December 31, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Stock Our common stock and public warrants trade on The Nasdaq Capital Market under the symbols “RGTI” and “RGTIW,” respectively. Stockholders As of March 5, 2025, there were approximately 106 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Stock Our Common Stock and Public Warrants trade on The Nasdaq Capital Market under the symbols “RGTI” and “RGTIW,” respectively. Stockholders As of March 1, 2026, there were approximately 94 holders of record of our Common Stock.
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. ​ ITEM 6. [RESERVED]. ​ 51 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe have recorded a full valuation allowance against our deferred tax assets. 62 Table of Contents Results of Operations Comparison of the years ended December 31, 2024 and 2023 The following tables set forth our results of operations for the years indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 vs. 2023 ​ ​ ​ ​ 2024 ​ 2023 ​ $ Change ​ % Change ​ ​ Revenue $ 10,790 $ 12,008 $ (1,218) (10) % ​ Cost of revenue ​ 5,093 ​ 2,800 ​ 2,293 82 % ​ Total gross profit ​ 5,697 ​ 9,208 ​ (3,511) (38) % ​ Operating expenses: ​ ​ ​ ​ ​ Research and development ​ 49,750 ​ 52,768 ​ (3,018) (6) % ​ Selling, general and administrative ​ 24,457 ​ 27,744 ​ (3,287) (12) % ​ Restructuring ​ ​ — ​ ​ 991 ​ ​ (991) ​ NM ​ ​ Total operating expenses ​ 74,207 ​ 81,503 ​ (7,296) (9) % ​ Loss from operations ​ (68,510) ​ (72,295) ​ 3,785 (5) % ​ Other income (expense), net ​ ​ ​ ​ ​ Interest expense ​ ​ (3,255) ​ ​ (5,779) ​ ​ 2,524 (44) % ​ Interest income ​ ​ 5,113 ​ 5,076 ​ 37 1 % ​ Change in fair value of derivative warrant liabilities ​ ​ (90,168) ​ (1,160) ​ (89,008) NM ​ ​ Change in fair value of earn-out liabilities ​ ​ (43,742) ​ (949) ​ (42,793) NM ​ ​ Loss on extinguishment of debt ​ ​ (426) ​ ​ — ​ ​ (426) ​ NM ​ ​ Total other expense, net ​ (132,478) ​ (2,812) ​ (129,666) 4,611 % ​ Net loss before provision for income taxes ​ (200,988) ​ (75,107) ​ (125,881) 168 % ​ Provision for income taxes ​ — ​ — ​ — ​ ​ Net loss ​ $ (200,988) ​ $ (75,107) ​ $ (125,881) ​ ​ *NM - Not Meaningful Revenue Revenue decreased by $1.2 million for the year ended December 31, 2024, when compared to the year ended December 31, 2023.
Biggest changeResults of Operations Comparison of the years ended December 31, 2025 and 2024 The following tables set forth our results of operations for the years indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2025 vs. 2024 ​ ​ ​ ​ 2025 ​ 2024 ​ $ Change ​ % Change ​ ​ Revenue ​ ​ ​ $ 7,088 ​ ​ ​ $ 10,790 ​ ​ ​ $ (3,702) ​ ​ ​ (34) % ​ Cost of revenue ​ 5,024 ​ 5,093 ​ (69) (1) % ​ Total gross profit ​ 2,064 ​ 5,697 ​ (3,633) (64) % ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ 61,345 ​ 49,750 ​ 11,595 23 % ​ Selling, general and administrative ​ 25,379 ​ 24,457 ​ 922 4 % ​ Total operating expenses ​ 86,724 ​ 74,207 ​ 12,517 17 % ​ Loss from operations ​ (84,660) ​ (68,510) ​ (16,150) 24 % ​ Other income (expense), net ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ — ​ ​ (3,255) ​ ​ 3,255 (100) % ​ Interest income ​ ​ 16,561 ​ 5,113 ​ 11,448 224 % ​ Change in fair value of derivative warrant liabilities ​ ​ (150,629) ​ (90,168) ​ (60,461) NM ​ ​ Change in fair value of earn-out liabilities ​ ​ 2,518 ​ (43,742) ​ 46,260 (106) % ​ Loss on extinguishment of debt ​ ​ — ​ ​ (426) ​ ​ 426 NM ​ ​ Total other expense, net ​ (131,550) ​ (132,478) ​ 928 NM ​ ​ Net loss before provision for income taxes ​ (216,210) ​ (200,988) ​ (15,222) 8 % ​ Provision for income taxes ​ — ​ — ​ — ​ ​ ​ Net loss ​ $ (216,210) ​ $ (200,988) ​ $ (15,222) ​ ​ ​ *NM - Not Meaningful Revenue Revenue decreased by $3.7 million for the year ended December 31, 2025, when compared to the year ended December 31, 2024.
Emerging Growth Company and Smaller Reporting Company Status 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.
Emerging Growth Company and Smaller Reporting Company Status 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.
We prepaid an aggregate of $9.5 million in outstanding principal balance, final payment fees of $0.9 million, plus accrued interest and a prepayment premium aggregating $0.1 million. During the year ended December 31, 2024, the Company recorded a $0.4 million loss on the prepayment and extinguishment of the outstanding principal balance owed under the Amended Loan Agreement.
We prepaid an aggregate of $9.5 million in outstanding principal balance, final payment fees of $0.9 million, plus accrued interest and a prepayment premium aggregating $0.1 million. During the year ended December 31, 2024, we recorded a $0.4 million loss on the prepayment and extinguishment of the outstanding principal balance owed under the Amended Loan Agreement.
We expect that cost of revenue and total gross profit as a percentage of revenue will vary in future quarterly and annual periods due to changes in the composition of our revenue and variability in the pricing and terms of our development contracts.
We expect that cost of revenue and total gross profit as a percentage of revenue will vary in future quarterly and annual periods due to changes in the composition of our revenue and variability in the pricing and terms of our sales and development contracts.
Development contracts are generally multi-year, non-recurring arrangements pursuant to which we provide professional services regarding collaborative research in practical applications of quantum computing to technology and business problems within the customer’s industry or organization and assists the customer in developing quantum algorithms and applications to assist customers in areas of business interest.
Development contracts are generally multi-year, non-recurring arrangements pursuant to which we provide professional services regarding collaborative research in practical applications of quantum computing to technology and business problems within the customer’s industry or organization and assists the customer in developing quantum algorithms and applications in areas of business interest.
While our significant accounting policies are described in the Notes to our consolidated financial statements for the year ended December 31, 2024, included elsewhere in this Annual Report on Form 10-K, we believe the following critical accounting estimates are most important to understanding and evaluating our reported financial results.
While our significant accounting policies are described in the Notes to our consolidated financial statements for the year ended December 31, 2025, included elsewhere in this Annual Report on Form 10-K, we believe the following critical accounting estimates are most important to understanding and evaluating our reported financial results.
Recently Issued Accounting Pronouncements 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 consolidated financial statements for the year ended December 31, 2024 included elsewhere in this Annual Report on Form 10-K.
Recently Issued Accounting Pronouncements 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 consolidated financial statements for the year ended December 31, 2025 included elsewhere in this Annual Report on Form 10-K.
Cash Flows (Used in) Provided by Investing Activities Cash used in investing activities during the year ended December 31 2024 totaled $78.4 million, resulting from $224.8 million of purchases of available-for-sale securities and $11.1 million of purchases of property and equipment, offset in part by $157.5 million of maturities of available-for-sale securities.
Cash used in investing activities during the year ended December 31 2024 totaled $78.4 million, resulting from $224.8 million of purchases of available-for-sale securities and $11.1 million of purchases of property and equipment, offset in part by $157.5 million of maturities of available-for-sale securities.
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.
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.
Upon the closing of the Business Combination, SNII, Supernova Partners II, LLC and SNII’s directors and officers (collectively the “Sponsor Holders”) subjected certain shares of our Common Stock that they own ( the “Sponsor Vesting Shares”) to forfeiture and vesting as of the Closing if thresholds related to the weighted average price of our Common Stock are not met for the duration of various specified consecutive day trading periods during the five-year period following the Closing (the “Earn-out Triggering Events”).
Upon the closing of the Business Combination, SNII, Supernova Partners II, LLC and SNII’s directors and officers (collectively the “Sponsor Holders”) subjected certain shares of our Common Stock that they own ( the “Sponsor Vesting Shares”) to forfeiture and vesting if thresholds related to the weighted average price of our Common Stock were not met for the duration of various specified consecutive day trading periods during the five-year period following the Closing Date (the “Earn-out Triggering Events”).
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).
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).
Cost of Revenue Cost of revenue consists primarily of all direct and indirect costs associated with sales of QPUs, QCaaS offerings and development contracts and other services, including materials, employee costs for program management and personnel associated with the delivery of goods and services to customers, and sub-contract costs for work performed by third parties.
Cost of Revenue Cost of revenue consists primarily of all direct and indirect costs associated with sales of QPUs, quantum computing systems, QCaaS offerings and development contracts and other services, including materials, employee costs for program management and personnel associated with the delivery of goods and services to customers, and sub-contract costs for work performed by third parties.
Revenue related to usage-based access to Rigetti quantum computing systems is recognized over time as the systems are accessed using an output method based on compute credit hours expended. Revenue related to collaborative research services and professional services is recognized over time based on completed milestones or hours or costs incurred as appropriate.
Revenue related to usage-based access to Rigetti quantum computing systems is recognized over time as the systems are accessed using an output method based on compute credit hours expended. Revenue related to collaborative research services and professional services is recognized over time, based on hours or costs incurred.
Our operating plan may change because of factors currently unknown, 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.
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 accordance with ASC No. 250, Accounting 68 Table of Contents Changes and Error Corrections, any changes in estimates are reflected in our consolidated statements of operations in the period in which the circumstances that give rise to the revision become known to management.
In accordance with ASC No. 250, Accounting Changes and Error Corrections, any changes in estimates are reflected in our consolidated statements of operations in the period in which the circumstances that give rise to the revision become known to management.
The timing and delivery of sales of QPUs and QCaaS will also vary and impact revenue in any given quarterly or annual period. Revenue is expected to vary in terms of timing and size, resulting in significant fluctuations in revenue levels in future periods.
The timing and delivery of sales of QPUs, quantum computing systems and QCaaS will also vary and impact revenue in any given quarterly or annual period. Revenue is expected to vary in terms of timing and size, resulting in significant fluctuations in revenue levels in future periods.
Quanta Collaboration Agreement In February 2025, our wholly-owned subsidiary, Rigetti Sub, entered into the 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.
Quanta Collaboration Agreement In February 2025, our wholly-owned subsidiary entered into the 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.
The Sponsor Vesting Shares are accounted for as liability classified instruments because the Earn-Out Triggering Events that determine the number of Sponsor Vesting Shares to be earned back by the Sponsor Holders include outcomes that are not solely indexed to our Common Stock.
The Sponsor Vesting Shares were accounted for as liability classified instruments because the Earn-Out Triggering Events that determined the number of Sponsor Vesting Shares to be earned back by the Sponsor Holders include outcomes that were not solely indexed to our Common Stock.
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.
However, the substantial majority of our current 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, quantum computing systems and QCaaS.
Change in Fair Value of Warrant Liabilities A discussion of the change in the fair value of warrant liabilities is included in Note 9 to our consolidated financial statements for the year ended December 31, 2024, included elsewhere in this Annual Report on Form 10-K.
Change in Fair Value of Warrant Liabilities A discussion of the change in the fair value of the warrant liabilities is included in Note 8 to our consolidated financial statements for the year ended December 31, 2025, included elsewhere in this Annual Report on Form 10-K.
Net cash used in operating activities during the year ended December 31, 2024 was $50.6 million, primarily resulting from our net loss of $201.0 million, partially offset by non-cash expenses totaling $153.4 million. Changes in operating assets and liabilities had a $3.1 million unfavorable impact on net cash used in operating activities for the year ended December 31, 2024.
Changes in operating assets and liabilities had a $7.9 million unfavorable impact on net cash used in operating activities during the year ended December 31, 2025. Net cash used in operating activities during the year ended December 31, 2024 was $50.6 million, primarily resulting from our net loss of $201.0 million, partially offset by non-cash expenses totaling $153.4 million.
We have been generating revenue since 2018 through partnerships with government agencies and commercial organizations; however, we have not yet generated profits. 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 have been generating revenue since 2018 through partnerships with government agencies and commercial organizations; however, we have not yet generated profits. We have incurred significant operating losses since inception. Our net losses were $216.2 million and $201.0 million for the years ended December 31, 2025 and December 31, 2024, respectively.
We expect to continue to incur additional losses for the foreseeable future as we invest in research and development and infrastructure in line with our long-term business strategy. As of December 31, 2024, we had an accumulated deficit of $554.7 million.
We expect to continue to incur additional losses for the foreseeable future as we invest in research and development and infrastructure in line with our long-term business strategy. As of December 31, 2025, we had an accumulated deficit of $771.0 million.
Access to Rigetti quantum computing systems can be purchased as a quantum computing subscription, or on a usage basis for a specified quantity of hours. Revenue related to subscription-based access to Rigetti quantum computing systems (i.e., quantum computing subscriptions) is recognized on a ratable basis over the subscription term, which can range from monthly to two years.
Access to Rigetti quantum computing systems can be purchased as a quantum computing subscription, or on a usage basis for a specified quantity of hours. Revenue related to subscription-based access to Rigetti quantum computing systems (i.e., quantum computing subscriptions) is recognized on a ratable basis over the subscription term.
A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. We have recorded a full valuation allowance against our deferred tax assets.
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.
Historically, we have 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, 2025 and December 31, 2024, we incurred net losses of $216.2 million and $201.0 million, respectively.
The change in fair value of warrant liabilities for the year ended December 31, 2024 was a loss of $90.2 million, compared to a loss of $1.2 million for the year ended December 31, 2023.
The change in fair value of warrant liabilities for the year ended December 31, 2025 was a loss of $150.6 million, compared to a loss of $90.2 million for the year ended December 31, 2024.
Critical Accounting Estimates This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our consolidated financial statements included in this Annual Report on Form 10-K, which have been prepared in accordance with GAAP.
Notes to Consolidated Financial Statements” in this Annual Report on Form 10-K for a description of our contractual obligations and contingencies. Critical Accounting Estimates This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our consolidated financial statements included in this Annual Report on Form 10-K, which have been prepared in accordance with GAAP.
The closing of the private placement transaction is subject to regulatory clearance. Macroeconomic Considerations Results of our operations have varied and may continue to vary based on the impact of changes in the domestic or global economy.
The private placement transaction, which was subject to regulatory clearance, closed on April 29, 2025. Macroeconomic Considerations Results of our operations have varied and may continue to vary based on the impact of changes in the domestic or global economy.
We believe that our existing cash, cash equivalents and marketable securities should be sufficient to meet our anticipated operating cash needs for at least the next three years and possibly longer based on our current business plan, and expectations and assumptions considering current macroeconomic conditions.
Based on our forecasts, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to meet our anticipated operating cash needs for at least the next twelve months based on our current business plan, and expectations and assumptions considering current macroeconomic conditions.
A discussion regarding the prepayment of our outstanding debt with Trinity Capital Inc. is included in Note 8 to our consolidated financial statements for the year ended December 31, 2024, included elsewhere in this Annual Report on Form 10-K.
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 7 to our consolidated financial statements for the year ended December 31, 2025, included elsewhere in this Annual Report on Form 10-K.
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.
Our long-term business model centers on revenue generated from sales of quantum processing units (“QPUs”) and quantum computing systems and providing access to quantum computing systems via the cloud in the form of Quantum Computing as a Service (“QCaaS’).
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. 65 Table of Contents We will require a significant amount of cash for expenditure as we invest in ongoing research and development and business operations.
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.
Subsequent to the separate listing and trading of the Public Warrants, the fair value of the Public Warrants has been measured based on the observable listed prices for such warrants and the fair value of the Private Warrants are measured using the Black-Scholes option-pricing model.
Subsequent to the separate listing and trading of the Public Warrants, the fair value of the Public Warrants has been measured based on the observable listed prices for such warrants. There are a number of variables impacting the Black-Scholes option-pricing model used to value the derivative liability for the Private Warrants.
As of December 31, 2024 and December 31, 2023, the fair value of the earn-out liabilities was $45.9 million and $2.2 million, respectively, with the change in the fair value of the earn-out liabilities recorded in the consolidated statements of operations each reporting period.
As of December 31, 2024, the fair value of the earn-out liabilities was $45.9 million, with the change in the fair value of the earn-out liabilities recorded in the consolidated statements of operations.
The aggregate fair value of the Sponsor Vesting Shares at the time of the closing of the Business Combination was estimated using a Monte Carlo simulation model and was determined to be $20.4 million. There are a number of variables impacting the Monte Carlo simulation model used to value the Earn-Out liability.
The aggregate fair value of the Sponsor Vesting Shares at the time of the closing of the Business Combination was estimated using a Monte Carlo simulation model and was determined to be $20.4 million.
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.
Until such time as we can generate significant revenue from sales of QPUs and quantum computing systems, 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.
The change in fair value of our earn-out liabilities for the year ended December 31, 2024 was a loss of $43.7 million, compared a loss of $0.9 million for the year ended December 31, 2023.
The change in fair value of our earn-out liabilities for the year ended December 31, 2025 was a gain of $2.5 million, compared to a loss of $43.7 million for the year ended December 31, 2024.
As of December 31, 2024 and December 31, 2023 the fair value of the derivative liability for the Public Warrants was $70.3 million and $1.3 million, respectively, with the change in the fair value of the derivative warrant liabilities recorded in the consolidated statements of operations each reporting period.
As of December 31, 2025 and December 31, 2024 the fair value of the derivative liability for the Private Warrants was $16.8 million and $22.8 million, respectively, with the change in the fair value of the derivative warrant liabilities recorded in the consolidated statements of operations each reporting period.
Selling, General and Administrative 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.
Research and development costs are expensed as incurred. 54 Table of Contents Selling, General and Administrative 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, quantum computing systems and providing development contracts, QCaaS offerings and other services.
Cash Flows Provided by Financing Activities Cash provided by financing activities during the year ended December 31 , 2024 totaled $175.5 million, reflecting proceeds of $12.8 million, net of commissions, from the sale of 10.1 million shares of common stock to B. Riley through our prior Purchase Agreement with B.
Cash provided by financing activities during the year ended December 31 , 2024 totaled $175.5 million, reflecting proceeds of $12.8 million, net of commissions, from the sale of 10.1 million shares of Common Stock to B. Riley Principal Capital II, LLC (“B. Riley”) through the Common Stock Purchase Agreement (the “Purchase Agreement”) we entered into with B.
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, international trade relations and tariffs, 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.
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.
Selling, General and Administrative Selling, general and administrative expenses decreased by $3.3 million for the year ended December 31, 2024, when compared to the year ended December 31, 2023.
Selling, General and Administrative Selling, general and administrative expenses increased by $0.9 million for the year ended December 31, 2025, when compared to the year ended December 31, 2024.
For the next few years, we expect much of our revenue to be generated from development contracts and anticipated sales of on-premises QPUs. Cost of Revenue Cost of revenue increased by $2.3 million for the year ended December 31, 2024, when compared to the year ended December 31, 2023.
For the next few years, we expect much of our revenue to be generated from development contracts and anticipated sales of on-premises QPUs and quantum computing systems. Cost of Revenue Cost of revenue was relatively flat for the year ended December 31, 2025, when compared to the year ended December 31, 2024.
In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans. Key achievements include the launch of our 84-qubit Ankaa-3 system, our newest flagship quantum computer featuring an extensive hardware redesign.
In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans. In the fourth quarter of 2024, we announced the public launch of our 84-qubit Ankaa-3 system, which featured an extensive hardware redesign.
We do not currently capitalize any research and development expenditures. Research and development costs are expensed as incurred.
We do not currently capitalize any research and development expenditures.
When establishing the pricing for our fixed fee arrangements, we determine the pricing based on estimated costs to complete and expected margins taking into account the scope of work outlined within the contract being evaluated and our historical experience with similar services and contracts.
When establishing the pricing for our fixed fee arrangements, we determine the pricing based on estimated costs to complete and expected margins taking into account the scope of work outlined within the contract being evaluated and our historical experience with similar services and contracts. 61 Table of Contents Actual costs incurred over the period in which these contracts are fulfilled could vary from these estimates and therefore, these estimates are subject to uncertainty.
The increase in loss for the year ended December 31, 2024 was primarily due to the change in our stock price and related share price volatility. 64 Table of Contents Change in Fair Value of Earn-Out Liabilities A discussion of the change in the fair value of the earn-out liabilities is included in Note 10 to our consolidated financial statements for the year ended December 31, 2024, included elsewhere in this Annual Report on Form 10-K.
Change in Fair Value of Earn-Out Liabilities A discussion of the change in the fair value of the earn-out liabilities is included in Note 9 to our consolidated financial statements for the year ended December 31, 2025, included elsewhere in this Annual Report on Form 10-K.
Changes in operating assets and liabilities had a $2.6 million unfavorable impact on the change in cash used in operating activities during the year ended December 31, 2024, compared to the year ended December 31, 2023.
Changes in operating assets and liabilities had a $3.1 million unfavorable impact on net cash used in operating activities during the year ended December 31, 2024. Cash used in operating activities increased by $7.9 million during the year ended December 31, 2025 when compared to the year ended December 31, 2024.
Cash provided by investing activities during the year ended December 31 2023 totaled $0.8 million, resulting from $119.1 million of maturities of available-for-sale securities, offset in part by $9.1 million of purchases of property and equipment and $109.3 million of purchases of available-for-sale securities.
Cash Flows Used in Investing Activities Cash used in investing activities during the year ended December 31, 2025 totaled $403.3 million, resulting from $635.6 million of purchases of available-for-sale securities and $18.7 million of purchases of property and equipment, partially offset by $251.0 million of maturities of available-for-sale securities.
We expect selling, general and administrative expenses to increase as we grow our business, particularly to the extent we achieve narrow and broad quantum advantage, and subsequently enhance our product and service offerings, expand our customer base, and implement new marketing strategies. Restructuring In February 2023, we announced an updated business strategy, including revisions to our technology roadmap.
We expect selling, general and administrative expenses to increase as we grow our business, particularly to the extent we are able to demonstrate the usefulness of quantum computers and achieve quantum advantage, and subsequently enhance our product and service offerings, expand our customer base, and implement new marketing strategies.
Our fixed fee development contracts vary in term from one to five years, with the majority of such contracts having a term of six months to two years.
Revenue related to cost-share contracts is recognized using an input based on actual reimbursable costs incurred. Our fixed fee development contracts vary in term from one to five years, with the majority of such contracts having a term of six months to two years.
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 three years based on our current business plan, and expectations and assumptions considering current macroeconomic conditions.
As of December 31, 2025, we had an accumulated deficit of $771.0 million, and we expect to incur additional losses for the foreseeable future. 57 Table of Contents We believe that our existing balances of cash, cash equivalents and available-for-sale investments will be sufficient to meet our anticipated operating cash needs for at least the next twelve months based on our current business plan, and expectations and assumptions considering current macroeconomic conditions.
During the year ended December 31, 2024, we entered into a new contract to deliver a 24-qubit quantum computing system having higher costs and a lower gross margin profile than most of our other contracts. The increase in cost of revenue resulting from the unfavorable mix was partially offset by the impact of lower revenue.
During the year ended December 31, 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.
Any such shares held by the Sponsor Holders that remain unvested after the fifth anniversary of the closing of the Business Combination will be forfeited. The price thresholds for vesting under the sponsor support agreement are $12.50 and $15.00.
Any such shares held by the Sponsor Holders that remain unvested after the fifth anniversary of the closing of the Business Combination were to be forfeited.
As a result of the quarterly reviews, revisions in the estimated effort to complete the contract are reflected in the period in which the change is identified.
On a quarterly basis, management reviews the progress with respect to each contract and its related milestones and evaluates whether any changes in estimates exist. As a result of the quarterly reviews, revisions in the estimated effort to complete the contract are reflected in the period in which the change is identified.
Therefore, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
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.
The most impactful variable is the price of our Common Stock. The Earn-out liability will correspondingly increase or decrease as the price of our Common Stock increases or decreases. As of December 31, 2024, the Earn-Out Triggering Events were not achieved for any of the Sponsor Vesting Shares.
The most impactful variable is the price of our Common Stock. The derivative liability for the Private Warrants will correspondingly increase or decrease as the price of our Common Stock increases or decreases.
The $12.50 vesting condition for 2,479,000 shares of Common Stock held by the Sponsor Holders was satisfied in February 2025. Revenue Recognition Revenue consists primarily of our contracts that provide access to Rigetti quantum computing systems, collaborative research services, professional services, and the sale of QPUs and custom quantum computing components.
Revenue Recognition Revenue consists primarily of our contracts for the sale of QPUs, quantum computing systems, custom computing components, access to Rigetti quantum computing systems, collaborative research services and professional services.
“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.
“Covered Components” may include control systems, dilution refrigerators, flexible cables, and select other non-QPU components suitable for our quantum computing products.
Non-cash charges impacting our net loss increased by $128.4 million to $153.4 million during the year ended December 31, 2024, from $25.0 million during the year ended December 31, 2023.
Non-cash expenses impacting our net loss increased by $12.1 million to $165.5 million during the year ended December 31, 2025, when compared to the year ended December 31, 2024.
Our development contracts are typically fixed price milestone or cost share-based contracts and the timing and amounts of revenue recognized in any given period will vary significantly based on the delivery of the associated milestones and/or the work performed.
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. 55 Table of Contents Our development contracts are typically, time and materials, cost-share based or fixed price milestone contracts and the timing and amounts of revenue recognized in any given period will vary significantly based on the work performed and/or satisfaction of performance obligations.
The increase in cost of revenue was primarily due to a change in the composition of our revenue and variability in the pricing and terms of our development contracts.
Our cost of revenue and gross margins are impacted by the composition of our revenue and variability in the pricing and terms of our sales and development contracts.
During the year ended December 31, 2024, we received net proceeds of $97.5 million from the sale of 68,809,485 shares of our common stock pursuant to the ATM Agreement. In addition, on August 11, 2022, we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with B.
Riley on August 11, 2022, proceeds of $97.5 million, net of commissions, from the sale of 68.8 million shares of Common Stock under the At-the-Market Sales Agreement (the “Prior ATM Agreement”) we entered into with B.
Net cash provided by investing activities during the year ended December 31, 2024 decreased by $79.1 million when compared to the year ended December 31, 2023, due to higher purchases of available-for-sale securities and property and equipment, offset in part by higher maturities of available-for-sale securities.
Net cash used in investing activities during the year ended December 31, 2025 increased by $324.9 million when compared to the year ended December 31, 2024, primarily due to investment of proceeds from our $350 million ATM program, resulting in higher purchases of available-for-sale securities.
Earn-Out Liabilities On March 2, 2022 (the “Closing Date”), a merger transaction between Rigetti Holdings, Inc. (“Legacy Rigetti”) and Supernova Partners Acquisition Company II, Ltd. (“SNII”) was completed (the “Business Combination”).
(“Legacy Rigetti”) and Supernova Partners Acquisition Company II, Ltd. (“SNII”) was completed (the “Business Combination”).
Our operating cash flows are also affected by our working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.
Our operating cash flows are also affected by our working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities. 58 Table of Contents Net cash used in operating activities during the year ended December 31, 2025 was $58.5 million, primarily resulting from our net loss of $216.2 million, partially offset by non-cash expenses totaling $165.5 million.
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. Restructuring In February 2023, we announced an updated business strategy, including revisions to our technology roadmap.
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. ​ 56 Table of Contents Other Income (Expense), net Interest Expense Interest expenses decreased by $3.2 million for the year ended December 31, 2025 , when compared to the year ended December 31, 2024.
The increase in loss for the year ended December 31, 2024 was primarily due to the change in our stock price and related share price volatility. Loss on Extinguishment of Debt On December 9, 2024, we prepaid in full all amounts owed under our Amended Loan Agreement with Trinity Capital Inc.
We do not expect these earn-out liabilities to have any impact on the consolidated financial statements in future periods. ​ Loss on Extinguishment of Debt On December 9, 2024, we prepaid in full all amounts owed under our Amended Loan Agreement with Trinity Capital Inc.
The derivative liability for the Private Warrants will correspondingly increase or decrease as the price of our Common Stock increases or decreases. 67 Table of Contents As of December 31, 2024 and December 31, 2023 the fair value of the derivative liability for the Private Warrants was $22.8 million and $1.6 million, respectively, with the change in the fair value of the derivative warrant liabilities recorded in the consolidated statements of operations each reporting period.
As of December 31, 2025 and December 31, 2024 the fair value of the derivative liability for the Public Warrants was $85.8 million and $70.3 million, respectively, with the change in the fair value of the derivative warrant liabilities recorded in the consolidated statements of operations each reporting period. 60 Table of Contents Earn-Out Liabilities On March 2, 2022 (the “Closing Date”), a merger transaction between Rigetti Holdings, Inc.
Revenue for partially completed milestones deemed probable of being met is recognized using an input measure based on actual labor hours incurred to date relative to total estimated labor hours needed to complete the milestone. Revenue related to cost share contracts is recognized as the reimbursable costs are incurred.
For fixed price milestone-based contracts, if a milestone is deemed probable of being met, revenue is recognized over the time period the performance obligation is satisfied using an input measure based on actual labor hours or costs incurred. For those milestones not deemed probable of being met, revenue is recognized upon satisfaction of the performance obligation.
For further discussion of the potential impacts of macroeconomic events on our business, financial condition, and operating results, see the section titled “Risk Factors,” including the risk factor titled “ Unfavorable conditions in our industry or the global economy could limit our ability to grow our business and negatively affect our results of operations.” ​ ​ ​ ​ ​ ​ 61 Table of Contents Key Components of Results of Operations Revenue We generate revenue through our development contracts, as well as from our sales of QPUs, and our QCaaS offerings and other services including training and provision of quantum computing components.
For further discussion of the potential impacts of macroeconomic events on our business, financial condition, and operating results, see the section titled “Risk Factors,” including the risk factor titled “ 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.
Cash used in operating activities during the year ended December 31, 2024 of $50.6 million was virtually unchanged when compared to the year ended December 31, 2023. Our net loss increased by $125.9 million to $201.0 million during the year ended December 31, 2024.
Cash provided by financing activities increased by $263.6 million during the year ended December 31, 2025, when compared to the year ended December 31, 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.
All other research and development costs decreased by a cumulative $0.1 million for the year ended December 31, 2024, when compared to the year ended December 31, 2023. We anticipate that R&D expenditures will grow in the future as we continue to focus on our technology roadmap and long-term goal of achieving broad quantum advantage.
We anticipate that research and development expenditures will grow in the future as we continue to focus on our technology roadmap and goals of achieving quantum advantage and large-scale fault tolerant quantum computing.
For fixed price milestone-based contracts, revenue is recognized based on the input measure explained above as control is expected to transfer over the time period a milestone is completed. Revenue related to the sale of QPUs and custom quantum computing components is recognized at a point in time, and upon customer acceptance for custom quantum computing components.
Revenue related to the sale of QPUs, quantum computing systems, including Novera™ and Cepheus ™ , and custom quantum computing components is recognized at a point in time when obligations under the terms of the contract are satisfied and control is transferred to the customer, generally upon shipment for sales of QPUs and quantum computing systems, and upon customer acceptance for sales of custom quantum computing components.
The decrease was primarily due to a $2.0 million reduction in QCaaS revenue for the year ended December 31, 2024, offset in part by higher revenue from development contracts and sales of QPUs.
The decrease was mainly due to a $1.4 million reduction in revenue from collaborative research and professional services contracts, and a $2.4 million reduction in revenue from sales of collaborative research materials and quantum computers. During the year ended December 31, 2025, there were no Novera ™ sales.
Public Warrants and Private Warrants As of December 31 2024, there were 13,074,972 Warrants outstanding, consisting of 1,992,102 Private Warrants and 11,082,870 Public Warrants.
Public Warrants and Private Warrants As of December 31, 2025, there were 8,728,586 Private and Public Warrants outstanding, consisting of 1,000,674 Private Warrants and 7,727,912 Public Warrants.
Interest Income Interest income remained consistent at $5.1 million for each of the years ended December 31, 2024 and December 31, 2023. Slight changes in interest income during the years ended December 31, 2024 and December 31, 2023 were due to fluctuations in the balances of our invested cash and available-for-sale investments and rates of interest earned on our investments.
The increase in interest income during the year ended December 31, 2025 was d ue 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 year ended December 31, 2025.
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. 60 Table of Contents In 2025, we plan to introduce the next generation of our modular system architecture, while aiming to continue to increase fidelities.
We achieved a key two-qubit gate fidelity milestone with Ankaa-3: successfully halving error rates in 2024 to achieve a 99.0% median two-qubit gate fidelity based on our internal testing.
Net cash provided by financing activities during the year ended December 31 , 2024 increased by $162.2 million when compared to the year ended December 31 , 2023, largely due to an increase in sales of common stock under the ATM Agreement and registered direct offerings and sales of shares to B Riley, net of commissions and offering costs, offset in part by higher principal repayments and prepayment and final payment fees under the loan agreement with Trinity Capital, Inc. and net payments of tax withholdings for sell-to-cover equity award transactions.
Other factors favorably impacting the increase in cash provided by financing activities during the year ended December 31, 2025, when compared to the year ended December 31, 2024, include proceeds from the exercise of warrants of $50.0 million, proceeds of $35.0 million from the sale of common stock to Quanta, a $12.5 million favorable change in the impact of tax withholdings on sell-to-cover equity award transactions and a $23.3 million reduction in payments of principal of notes payable due to the prepayment of our outstanding debt with Trinity Capital in December 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. Quantitative and Qualitative Disclosures About Market Risk. We are a smaller reporting company as defined by Rule12b-2 of the Exchange Act and are not required to provide the information required under this item. ​ 69 Table of Contents
Biggest changeITEM 7A. Quantitative and Qualitative Disclosures About Market Risk. We are utilizing scaled disclosures for a smaller reporting company as defined by Rule12b-2 of the Exchange Act and are not required to provide the information required under this item. 62 Table of Contents

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