0001193125-22-113117 | S-1/A | XBRL Viewer

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Cover Page	12 Months Ended
Cover Page	Dec. 31, 2021
Cover [Abstract]
Document Type	S-1/A
Amendment Flag	true
Entity Registrant Name	Rigetti Computing, Inc.
Entity Central Index Key	0001838359
Entity Filer Category	Non-accelerated Filer
Entity Ex Transition Period	false
Entity Emerging Growth Company	true
Entity Small Business	true
Amendment Description	AMENDMENT NO. 1

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Jan. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 532,436		$ 0
Prepaid expenses – current	235,399		10,309
Total current assets	767,835		10,309
Deferred offering costs	0		33,000
Prepaid expenses – long term	35,683
Investments held in Trust Account	345,019,271
Total assets	345,822,789		43,309
Current liabilities:
Accounts payable	314,094		0
Accrued expenses	3,922,625		33,000
Total current liabilities	4,236,719		33,000
Deferred underwriting commissions	12,075,000
Derivative warrant liabilities	30,987,750
Total Liabilities	47,299,469		33,000
Commitments and Contingencies
Redeemable convertible preferred stock, par value $0.000001 per share. 102,891,847 shares authorized at December 31, 2021 and January 31, 2021, respectively; and 98,726,505 shares issued and outstanding at December 31, 2021 and January 31, 2021, respectively (aggregate liquidation preference of $89,524,504 at December 31, 2021)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 and -0- shares at $10.00 per share as of December 31, 2021 and December 31, 2020, respectively	345,000,000		0
Shareholders' Equity (Deficit)
Additional paid-in capital			24,137
Accumulated deficit	(46,477,543)		(14,691)
Total Shareholders' Equity (Deficit)	(46,476,680)		10,309
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)	345,822,789		43,309
Rigetti Holdings Inc
Current assets:
Cash	11,728,516	$ 22,202,388
Accounts receivable	1,542,540	479,374
Prepaid expenses and other current assets	1,350,690	1,035,703
Deferred offering costs	3,448,470
Total current assets	18,070,216	23,717,465
Property and equipment, net	22,497,484	20,140,872
Restricted cash	317,134	317,134
Other assets	164,341	129,363
Goodwill	5,377,255	5,377,255
Total assets	46,426,430	49,682,089
Current liabilities:
Accounts payable	1,970,998	1,107,924
Accrued expenses and other current liabilities	4,035,615	1,603,299
Deferred revenue - current	984,976	491,827
Debt - current portion	1,290,538
Total current liabilities	8,282,127	3,203,050
Debt net of current portion	23,500,494
Derivative warrant liabilities	4,354,707
Other liabilities	294,632	381,300
Total Liabilities	36,431,960	3,584,350
Commitments and Contingencies
Shareholders' Equity (Deficit)
Common stock, par value $0.000001 per share. 170,333,338 shares authorized at December 31, 2021 and January 31, 2021, respectively; 23,153,127 and 21,071,085 of shares issued and outstanding at December 31, 2021 and January 31, 2021, respectively	23	21
Additional paid-in capital	135,550,822	133,407,584
Accumulated deficit	(207,131,331)	(168,889,832)
Accumulated other comprehensive gain	51,815	56,825
Total Shareholders' Equity (Deficit)	(71,528,671)	(35,425,402)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit)	46,426,430	49,682,089
Class A Ordinary Shares
Shareholders' Equity (Deficit)
Common stock, par value $0.000001 per share. 170,333,338 shares authorized at December 31, 2021 and January 31, 2021, respectively; 23,153,127 and 21,071,085 of shares issued and outstanding at December 31, 2021 and January 31, 2021, respectively
Class B Ordinary Shares
Shareholders' Equity (Deficit)
Common stock, par value $0.000001 per share. 170,333,338 shares authorized at December 31, 2021 and January 31, 2021, respectively; 23,153,127 and 21,071,085 of shares issued and outstanding at December 31, 2021 and January 31, 2021, respectively	863		$ 863
Redeemable Convertible Preferred Stock [Member] \| Rigetti Holdings Inc
Current liabilities:
Redeemable convertible preferred stock, par value $0.000001 per share. 102,891,847 shares authorized at December 31, 2021 and January 31, 2021, respectively; and 98,726,505 shares issued and outstanding at December 31, 2021 and January 31, 2021, respectively (aggregate liquidation preference of $89,524,504 at December 31, 2021)	$ 81,523,141	$ 81,523,141

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	12 Months Ended
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Jan. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, Outstanding	0	0
Rigetti Computing, Inc [Member]
Ordinary shares, par value	$ 0.000001		$ 0.000001
Ordinary shares, authorized	170,333,338		170,333,338
Ordinary shares, issued	23,153,127		23,153,127
Ordinary shares, outstanding	21,071,085		21,071,085
Class A Ordinary Shares
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity, shares subject to possible redemption	34,500,000	0
Temporary equity, shares subject to possible redemption price per share	$ 10.00	$ 10.00
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, authorized	500,000,000	500,000,000
Non-redeemable ordinary shares, issued	0	0
Non-redeemable ordinary shares, outstanding	0	0
Ordinary shares, issued		0
Ordinary shares, outstanding	34,500,000	0
Class B Ordinary Shares
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, authorized	50,000,000	50,000,000
Ordinary shares, issued	8,625,000	8,625,000
Ordinary shares, outstanding	8,625,000	8,625,000
Class B Ordinary Shares \| Rigetti Computing, Inc [Member]
Ordinary shares, issued	0
Redeemable Convertible Preferred Stock [Member] \| Rigetti Computing, Inc [Member]
Preferred stock, par value	$ 0.000001		$ 0.000001
Preferred stock, authorized	102,891,847		102,891,847
Preferred stock, shares issued	98,726,505		98,726,505
Preferred stock, Outstanding	98,726,505		98,726,505
Preferred Stock, Redemption Amount	$ 89,524,504

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)		12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2020	Dec. 31, 2021
Operating Expenses [Abstract]
General and administrative expenses	$ 14,691	$ 4,904,921
Loss from operations	(14,691)	(4,904,921)
Other (expense) income , net:
Change in fair value of warrant liability	0	(17,782,000)
Offering costs associated with derivative warrant liabilities	0	(502,450)
Income from investments held in Trust Account	0	19,271
Net loss	$ (14,691)	(23,170,100)
Rigetti Computing, Inc [Member]
Revenue		5,542,598
Cost of revenue		1,491,610
Total gross profit		4,050,988
Operating Expenses [Abstract]
Research and development		24,099,335
General and administrative expenses		13,157,735
Sales and marketing		1,885,565
Total operating expenses		39,142,635
Loss from operations		(35,091,647)
Other (expense) income , net:
Gain on extinguishment of debt		8,913,532
Change in fair value of warrant liability		0
Interest expense		(51,666)
Interest income		60,154
Other income		42,131
Total other (expense) income, net		8,964,151
Net loss		$ (26,127,496)
Net loss per share attribute to common stockholders - basic and diluted		$ (1.26)
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted		20,719,085
Class A Ordinary Shares
Other (expense) income , net:
Net loss		$ (17,899,119)
Weighted average number of ordinary shares, diluted		28,639,726
Diluted net loss per share		$ (0.62)
Net loss per share attribute to common stockholders - basic and diluted	$ 0	$ (0.62)
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted	0	28,639,726
Class B Ordinary Shares
Other (expense) income , net:
Net loss	$ (14,691)	$ (5,270,981)
Weighted average number of ordinary shares, basic	7,500,000	8,433,904
Weighted average number of ordinary shares, diluted	7,500,000	8,625,000
Basic net loss per share	$ 0.00	$ (0.62)
Diluted net loss per share	0.00	(0.62)
Net loss per share attribute to common stockholders - basic and diluted	$ 0.00	$ (0.62)
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted	7,500,000	8,433,904

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)	11 Months Ended	12 Months Ended
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)	Dec. 31, 2021	Dec. 31, 2021
Net loss		$ (23,170,100)
Rigetti Computing, Inc [Member]
Net loss	$ (38,241,499)	(26,127,496)
Other comprehensive loss:
Foreign currency translation (loss) gain	(5,010)	72,136
Comprehensive loss	$ (38,246,509)	$ (26,055,360)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Class A Ordinary Shares	Class B Ordinary Shares	Common Stock Class A Ordinary Shares	Common Stock Class B Ordinary Shares	Additional Paid-In Capital	Accumulated Deficit	Rigetti Computing, Inc	Rigetti Computing, Inc Redeemable Convertible Preferred Stock [Member]	Rigetti Computing, Inc Common Stock	Rigetti Computing, Inc Additional Paid-In Capital	Rigetti Computing, Inc Accumulated Other Comprehensive Gain (Loss)	Rigetti Computing, Inc Accumulated Deficit	Rigetti Computing, Inc Conversion Of Convertible Notes [Member]	Rigetti Computing, Inc Conversion Of Convertible Notes [Member] Redeemable Convertible Preferred Stock [Member]	Rigetti Computing, Inc Conversion Of Convertible Notes [Member] Common Stock	Rigetti Computing, Inc Conversion Of Convertible Notes [Member] Additional Paid-In Capital	Rigetti Computing, Inc Conversion Of Simple Agreements For Future Equity [Member] Redeemable Convertible Preferred Stock [Member]	Rigetti Computing, Inc Issued To Customer [Member]	Rigetti Computing, Inc Issued To Customer [Member] Additional Paid-In Capital	Rigetti Computing, Inc Series C One Redeemable Convertible Preferred Stock [Member]	Rigetti Computing, Inc Series C One Redeemable Convertible Preferred Stock [Member] Redeemable Convertible Preferred Stock [Member]	Rigetti Computing, Inc Series C One Redeemable Convertible Preferred Stock [Member] Additional Paid-In Capital
Beginning balance at Jan. 31, 2020								$ (128,412,666)	$ 120,793,893	$ 8	$ 14,364,973	$ (15,311)	$ (142,762,336)
Beginning balance, shares at Jan. 31, 2020									14,154,064	8,165,828
Conversion of Series B/A Preferred Stock to Common Stock upon Equity Restructuring								120,793,893	$ (120,793,893)	$ 4	120,793,889
Conversion of Series B/A Preferred Stock to Common Stock upon Equity Restructuring, shares									(14,154,064)	3,538,484
Issuance of Common Stock upon Modification of Convertible Notes								1,443,605		$ 7	1,443,598
Issuance of Common Stock upon Modification of Convertible Notes, shares										6,874,309
Issuance of Series C Preferred Stock, Net, shares									59,575,811									1,603,204				11,415,620
Issuance of Series C Preferred Stock, Net									$ 52,786,276									$ 1,190,530
Issuance of Common Stock Warrants to Investors								1,236,600			1,236,600								$ 154,330	$ 154,330
Issuance of Series C-1 Preferred Stock to Participating Series B/A Preferred Stock Holders																					$ (7,734,083)	$ 7,734,083	$ (7,734,083)
Issuance of Series C, C-1, Common Stock and Warrants upon Conversion of Notes														$ 489,877	$ 19,812,252	$ 2	$ 489,875
Issuance of Series C, C-1, Common Stock and Warrants upon Conversion of Notes, shares															26,131,870	2,036,617
Issuance of Common Stock upon Exercise of Stock Options								51,384			51,384
Issuance of Common Stock upon Exercise of Stock Options, shares										238,576
Issuance of Common Stock upon Exercise of Common Stock Warrants								14,980			14,980
Issuance of Common Stock upon Exercise of Common Stock Warrants, shares										70,000
Issuance of Common Stock upon Release of Acquisition Escrow, shares										147,271
Stock-Based Compensation								2,592,038			2,592,038
Foreign Currency Translation Gain (Loss)								72,136				72,136
Net Loss								(26,127,496)					(26,127,496)
Ending balance at Jan. 31, 2021								$ (35,425,402)	$ 81,523,141	$ 21	133,407,584	56,825	(168,889,832)
Ending balance, shares at Jan. 31, 2021									98,726,505	21,071,085
Beginning balance at Dec. 22, 2020	$ 0			$ 0	$ 0	$ 0	$ 0
Beginning balance, shares at Dec. 22, 2020				0	0
Issuance of Class B ordinary shares to Sponsor	25,000				$ 863	24,137
Issuance of Class B ordinary shares to Sponsor, shares					8,625,000
Net Loss	(14,691)						(14,691)
Ending balance at Dec. 31, 2020	10,309			$ 0	$ 863	24,137	(14,691)
Ending balance, shares at Dec. 31, 2020				0	8,625,000
Accretion of Class A ordinary shares to redemption amount	(27,722,389)					(4,429,637)	(23,292,752)
Issuance of Common Stock Warrants to Investors	4,405,500					$ 4,405,500
Issuance of Common Stock upon Exercise of Stock Options, shares								1,785,242
Foreign Currency Translation Gain (Loss)								$ 72,136
Net Loss	(23,170,100)	$ (17,899,119)	$ (5,270,981)				(23,170,100)	(26,127,496)
Ending balance at Dec. 31, 2021	(46,476,680)				$ 863		(46,477,543)	(71,528,671)	$ 81,523,141	$ 23	135,550,822	51,815	(207,131,331)
Ending balance, shares at Dec. 31, 2021					8,625,000				98,726,505	23,153,127
Beginning balance at Jan. 31, 2021								(35,425,402)	$ 81,523,141	$ 21	133,407,584	56,825	(168,889,832)
Beginning balance, shares at Jan. 31, 2021									98,726,505	21,071,085
Issuance of Common Stock upon Exercise of Stock Options								374,901		$ 1	374,900
Issuance of Common Stock upon Exercise of Stock Options, shares										1,785,242
Issuance of Common Stock upon Exercise of Common Stock Warrants								2,968		$ 1	2,967
Issuance of Common Stock upon Exercise of Common Stock Warrants, shares										296,800
Stock-Based Compensation								1,765,371			1,765,371
Foreign Currency Translation Gain (Loss)								(5,010)				(5,010)
Net Loss								(38,241,499)					(38,241,499)
Ending balance at Dec. 31, 2021	$ (46,476,680)				$ 863		$ (46,477,543)	$ (71,528,671)	$ 81,523,141	$ 23	$ 135,550,822	$ 51,815	$ (207,131,331)
Ending balance, shares at Dec. 31, 2021					8,625,000				98,726,505	23,153,127

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)		11 Months Ended	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2021	Jan. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (14,691)		$ (23,170,100)
Adjustments to reconcile net loss to cash used in operating activities:
Offering costs associated with derivative liabilities	0		502,450
Income from investments held in Trust Account	0		(19,271)
Change in fair value of derivative warrant liabilities	0		17,782,000
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	14,691		(260,773)
Accounts payable			314,094
Accrued expenses			3,889,625
Net cash used in operating activities			(961,975)
Cash Flows from Investing Activities:
Cash deposited in Trust Account			(345,000,000)
Net cash used in investing activities			(345,000,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party			275,000
Repayment of note payable to related party			(275,000)
Proceeds received from initial public offering, gross			345,000,000
Proceeds received from private placement			8,900,000
Offering costs paid			(7,405,589)
Net cash provided by financing activities			346,494,411
Net (decrease) increase in cash and restricted cash			532,436
Cash - end of the period		$ 532,436	532,436
Supplemental disclosure of cash flow information:
Offering costs included in accrued expenses	33,000
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares	$ 25,000
Deferred underwriting commissions			12,075,000
Accretion of Class A ordinary shares to redemption amount			27,722,389
Rigetti Computing, Inc
Cash Flows from Operating Activities:
Net loss		(38,241,499)		$ (26,127,496)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		4,651,129		4,299,263
Stock-based compensation		1,765,371		2,592,038
Gain on extinguishment of debt		0	(8,913,532)	(8,913,532)
Change in fair value of derivative warrant liabilities		1,664,133	0
Change in fair value of forward contract agreement liabilities		230,000
Amortization of debt issuance cost		512,755
Amortization of debt commitment fee asset		94,405
Accretion of debt end of term liabilities		121,585
Changes in operating assets and liabilities:
Accounts receivable		(1,063,166)		(290,399)
Prepaid expenses and other current assets		(314,988)		244,932
Other assets		(34,978)		(2,248)
Deferred revenue		493,149		(1,659,856)
Accounts payable		(388,574)		(1,995,037)
Accrued expenses		1,553,984		1,403,772
Other liabilities		(86,666)		381,300
Net cash used in operating activities		(29,043,360)		(30,067,263)
Cash Flows from Investing Activities:
Purchases of property and equipment		(7,007,742)		(4,400,432)
Net cash used in investing activities		(7,007,742)		(4,400,432)
Cash Flows from Financing Activities:
Proceeds from issuance of convertible notes				2,200,000
Proceeds from issuance of debt and warrants		27,000,000
Payments on debt issuance costs		(247,140)
Payments on deferred offering costs		(1,548,489)
Proceeds from issuance of preferred stock and warrants, gross				54,022,876
Proceeds from issuance of common stock upon exercise of stock options		374,901		51,384
Proceeds from issuance of common stock upon exercise of common stock warrants		2,968		14,980
Net cash provided by financing activities		25,582,240		56,289,240
Effect of changes in exchange rate on cash and restricted cash		(5,010)		72,136
Net (decrease) increase in cash and restricted cash		(10,473,872)		21,893,681
Cash - beginning of the period		22,519,522		625,841
Cash - end of the period		12,045,650	12,045,650	22,519,522
Supplemental disclosure of cash flow information:
Cash paid for interest		1,488,890		51,666
Supplemental disclosure of non-cash financing activity:
Deferred offering costs in accounts payable and accrued expenses		1,899,981
Fair value of loan and security agreement warrant liability		$ 2,690,574	$ 2,690,574
Conversion of redeemable convertible preferred stock to common stock upon equity recapitalization				120,793,893
Conversion of convertible notes to redeemable convertible preferred stock and warrants				19,874,439
Issuance of redeemable convertible preferred stock upon equity recapitalization				7,734,083
Issuance of common stock in connection with debt modification				1,443,605
Conversion of SAFE to redeemable convertible preferred stock				1,190,530
Conversion of convertible notes to common stock				427,690
Issuance of warrants to customer				$ 154,330

Description of Organization and Business Operations

11 Months Ended

12 Months Ended

Dec. 31, 2021

Description of Organization and Business Operations

Note 1 - Description of Organization and Business Operations

Organization and General

Supernova Partners Acquisition Company II, Ltd. (“Supernova” or the “Company”) was incorporated as a Cayman Islands exempted company on December 22, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. . On October 4, 2021 Supernova Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of ours (“First Merger Sub”), and Romeo Supernova Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of ours (“Second Merger Sub”) were incorporated (collectively referred to as the “subsidiaries”), These subsidiaries were incorporated for the purpose of consummating a Business Combination.

As of December 31, 2021 the Company had not commenced any operations. All activity for the period from December 22, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates

non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.

Sponsor and Financing

The Company’s sponsor is Supernova Partners II LLC, a Cayman Islands exempted company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.5 million, of which approximately $12.1 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,450,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $2.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million (Note 4).

Trust Account

Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with American Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule

2a-7

of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more

initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of its Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The

per-share

amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not

complete a

Business

Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 4, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Completion Window.

The Sponsor agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Completion Window. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Completion Window. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Completion Window, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only

$10.00

per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, except the independent registered public accounting firm, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Proposed Business Combination

On October 6, 2021, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Supernova, Supernova Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Supernova (“First Merger Sub”), Supernova Romeo Merger Sub, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Supernova (“Second Merger Sub”), and Rigetti Holdings, Inc., a Delaware corporation (“Rigetti”).

Pursuant to the Merger Agreement, Supernova will become a Delaware corporation (the “Domestication”) and the parties will enter into a business combination transaction by which (i) First Merger Sub will merge with and into Rigetti, with Rigetti being the surviving entity in the merger (the “First Merger”), and (ii)

immediately

following

the First Merger, Rigetti will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions” and the closing of the Transactions, the “Closing”). In connection with the Closing, Supernova will change its name to “Rigetti Computing, Inc.”

The value of the aggregate equity consideration to be paid to Rigetti’s stockholders and optionholders in the Transactions will be equal to (i) $1,041,000,000 plus (ii) the aggregate exercise price of in the money Rigetti Warrants (as defined below) and Rigetti Options (as defined below), in each case, outstanding prior to the effective time of the First Merger (the “Aggregate Equity Value”). At the Closing, each share of common stock and preferred stock of Rigetti that is issued and outstanding immediately prior to the effective time of the First Merger (other than “Excluded Shares”, as defined in the Merger Agreement) will be cancelled and converted into the right to receive a number of shares of Supernova common stock equal to an exchange ratio determined by dividing (a) the Aggregate Equity Value by (b) the “Aggregate Fully Diluted Company Common Stock” (as defined in the Merger Agreement), and then dividing that quotient by $10.00.

At the Closing and as set forth in the Merger Agreement, (i) each warrant to purchase Rigetti common stock (“Rigetti Warrants”) will be converted into a warrant to purchase shares of Supernova common stock, (ii) each option to purchase Rigetti common stock (“Rigetti Options”), whether vested or unvested, will be assumed and converted into an option to purchase a number of shares of Supernova common stock, (iii) each restricted share of Rigetti common stock will be exchanged for shares of Supernova common stock subject to the same terms and conditions as were applicable to such restricted shares and (iv) each restricted stock unit award of Rigetti will be converted into the right to receive restricted stock units based on shares of Supernova common stock.

In connection with the Merger Agreement, Supernova entered into subscription agreements with the PIPE Investors pursuant to which the PIPE Investors have committed to purchase in a private placement 10,251,000 shares of Supernova common stock (the “PIPE Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $102.51 million. The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the transactions and will be consummated concurrently with the closing. On December 23, 2021, Supernova entered into Subscription Agreements with two “accredited investors” (as such term is defined in Rule 501 of Regulation D) pursuant to which the Subsequent PIPE Investors have agreed to subscribe for and purchase, and Supernova has agreed to issue and sell to the Subsequent PIPE Investors, an aggregate of 4,390,244 shares of Stock at a price of $10.25 per share, for aggregate gross proceeds of $45,000,000. The shares of common stock to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act and will be issued in reliance on the availability of an exemption from such registration. The PIPE Subscription Agreements further provide that the Company will use commercially reasonable efforts to file a registration statement to register the resale of the PIPE Shares within fifteen (15) business days after the Closing.

In addition, in connection with the execution of the Merger Agreement, Supernova entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor, Rigetti and Supernova’s directors and officers. Pursuant to the Sponsor Support Agreement, the Sponsor and Supernova’s directors and officers have, among other things, agreed to vote all of their shares of Supernova capital stock in favor of the approval of the Transactions. In addition, the Sponsor has agreed that (i) 2,479,000 shares of Class B common stock issued in connection with the IPO (the “Sponsor Shares”) will be unvested and subject to forfeiture as of the Closing and will only vest if, during the five year period following the Closing, the volume weighted average price of Supernova’s common stock equals or exceeds $12.50 for any twenty trading days within a period of thirty consecutive trading days, and (ii) up to an additional 1,000,000 Sponsor Shares will be unvested and subject to forfeiture as of the Closing based on the level of redemptions of Supernova Class A ordinary shares by holders thereof in connection with the transactions contemplated by the Merger Agreement (calculated in the manner set forth in the Sponsor Support Agreement), and any such additional Sponsor Shares will only vest if, during the five year period following the Closing, the volume weighted average price of Supernova’s common stock

equals

or exceeds

15.00

for any twenty trading days within a period of thirty consecutive trading days. Any Sponsor Shares that remain unvested after the fifth anniversary of the Closing will be forfeited. The Sponsor Support Agreement will terminate upon the termination of the Merger Agreement if the Closing does not occur.

The consummation of the Transactions is subject to customary closing conditions, including, among others: (i) approval by Supernova’s and Rigetti’s respective stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the obtaining of any consents required under antitrust laws in the jurisdictions specified on a schedule, (iii) no law or order enjoining or prohibiting the consummation of the Transactions being in force, (iv) Supernova having at least $5,000,001 of net tangible assets as of the Closing, (v) receipt of approval for listing on the NASDAQ Capital Markets of the shares of Supernova common stock to be issued in connection with the Transactions, (vi) completion of the Domestication, (vii) the effectiveness of the registration statement

on Form S-4, (viii)

the accuracy of the parties’ respective representations and warranties (subject to specified materiality thresholds) and the material performance of the parties’ respective covenants and other obligations, (ix) no material adverse effect on Rigetti having occurred since signing that is continuing at Closing and (x) solely as relates to Rigetti’s obligation to consummate the Transaction, Supernova having at least $165,000,000 of available cash at the Closing. For full details and the filed agreements, refer to the

8-K

announcing the Merger Agreement filed with the SEC on October 6, 2021 and the amendments to the Merger Agreement filed on December 23, 2021 and January 10, 2022.

Liquidity and Going Concern

As of December 31, 2021, the Company had approximately $0.5 million in its operating bank account and a working capital deficit of approximately $3.4 million.

The Company

has incurred and expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update

2014

-15

“Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s cash flow deficit raises substantial doubt about the Company’s ability to continue as a going concern within one

year after the date that the consolidated financial statements are issued. There is no

assurance that the Company’s plans to consummate a Business Combination or raise additional funds will be successful within the Completion Window. The consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Risks and Uncertainties

Management is currently evaluating the impact of the

COVID-19

pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Rigetti Computing, Inc [Member]

Description of Organization and Business Operations

1.	DESCRIPTION OF BUSINESS

Rigetti and its subsidiaries (collectively, the “Company”), builds quantum computers and the superconducting quantum processors that power them. Through the Company’s Quantum Cloud Services (“QCaaS”) platform, the Company’s machines can be integrated into any public, private or hybrid cloud. The Company offers product types of Platform, Research and Software Tools usage in application areas of benchmarking, chemical simulation, education/entertainment, machine learning, and optimization. Rigetti was incorporated in the State of Delaware in 2013.

The Company is located and headquartered in Berkeley, CA. Other offices operated by the Company are in Fremont, California, London, United Kingdom and Adelaide, Australia. The Company’s revenue is derived primarily from operations in the United States and United Kingdom.

On October 5, 2021, pursuant to an Agreement and Plan of Merger (the “Holding Company Merger Agreement”) by and among Rigetti & Co, Inc., Rigetti Holdings, Inc. and Rigetti Intermediate Merger Sub, Inc., Rigetti Intermediate Merger Sub, Inc. merged with and into Rigetti & Co, Inc., with Rigetti & Co, Inc. surviving such merger as a wholly owned subsidiary of Rigetti Holdings, Inc., with all of the outstanding equity securities of Rigetti & Co, Inc. exchanged for identical equity securities of Rigetti Holdings, Inc. and on October 6, Rigetti & Co, Inc. was converted into a Delaware limited liability company and continues as “Rigetti & Co, LLC”. As the transactions described above were among entities under common control and the exchange was made on a

one-for-one

basis, this merger had no impact on the historical financial statements of Rigetti & Co, Inc. The financial results for the merged entities will be referred to as Rigetti Holdings, Inc. (“Rigetti”).

On October 6, 2021, Rigetti, Supernova and Supernova Partners Acquisition Company II (Merger Sub) entered into the Merger Agreement by and among Supernova, Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti, and as may be amended, supplemented or otherwise modified from time to time (“Merger Agreement”). Pursuant to the Merger Agreement, Rigetti will continue as the Surviving Corporation following the Merger, being a wholly owned subsidiary of Supernova and the separate corporate existence of Merger Sub shall cease. Upon completion of the Business Combination (the Domestication, the Merger and other transactions contemplated by the Merger Agreement, collectively, including the PIPE Financing), Rigetti will become the successor registrant to an

SEC-registered

and NASDAQ-listed company and the surviving company will change its name to Rigetti Computing, Inc. meaning that Rigetti’s financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC. As further described in Note 16, the merger was consummated on March 2, 2022.

Risks and Uncertainties

—The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional capital (or financing) to fund operating losses (see below), competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology.

COVID-19

— In March 2020, the

COVID-19

outbreak was declared a pandemic by the World Health Organization. There are many uncertainties regarding the pandemic, and the Company is closely monitoring the impact of the pandemic on its business, including impacts on its employees, suppliers, vendors business partners, operations and industry.

The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines,

stay-at-home

shelter-in-place

orders, and business

shutdowns. These measures may continue to remain in place for a significant period of time and have, and may continue to, adversely impact the Company’s employees and operations, including its development and sales and marketing activities, and the operations of its suppliers and business partners. For example, various aspects of the Company’s business cannot currently be conducted remotely, which resulted in a temporary work stoppage in operations from March to May 2020. In addition, in response to the pandemic, the Company initiated a number of costs saving measures, including headcount reduction, temporary reduction in compensation for employees at certain levels, subleasing of corporate offices, facility cost reduction, reduction in external consultant costs and elimination of certain employee benefits.

The evolution of the pandemic is unpredictable and any resurgence may slow down the Company’s ability to develop its quantum computing products and related services. The pandemic could limit the ability of suppliers and business partners to perform, including third-party suppliers’ ability to provide components, services and materials. The Company may also experience an increase in the cost of raw materials.

As of December 31, 2021 and January 31, 2021, the Company’s financial position was not significantly impacted due to the effects of

COVID-19.

However, the full impact of the

COVID-19

pandemic continues to evolve. As such, the full magnitude of the pandemic’s effect on the Company’s business, financial condition, liquidity and results of operations is uncertain.

Liquidity and Going Concern

— The Company has incurred net losses since inception, experienced negative cash flows from operations, and has an accumulated deficit of $207,131,331 as of December 31, 2021. The Company has historically financed its operations primarily through the issuance of preferred stock, warrants and convertible notes. The Company expects operating losses and negative cash flows from operations to continue for the foreseeable future.

The Company believes that existing cash, together with the proceeds received from the completion of the merger with Supernova and related transactions on March 2, 2022, will be sufficient to fund the Company’s operations for at least twelve months from the issuance of these financial statements. The Company may raise additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan. However, if such financing is not available when needed and at adequate levels, the Company may need to reevaluate its business plans.

Rigetti’s Change in Fiscal Year

—In October 2021, the board of directors of Rigetti approved a change to Rigetti’s fiscal year-end from January 31 to December 31, effective December 31, 2021. The Company believes the year-end change is important and useful to its financial statement users to allow for increased comparability with its industry peers and also to align with Supernova Partners Acquisition Company II, Ltd. fiscal year end. As a result of this change, Rigetti’s fiscal year 2021 will cover a period of 11 months starting from February 1, 2021 and ending on December 31, 2021. Financial statements for the prior fiscal year ended January 31, 2021 continues to be presented on the basis of the previous fiscal year end.

Summary of Significant Accounting Policies

11 Months Ended

12 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The consolidated financial statements of the Company include its wholly owned subsidiaries in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its 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.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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. The Company has 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, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. As of December 31, 2021, and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and December 31, 2020.

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in

money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the consolidated balance sheets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo

simulation

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 and the fair value of the Private Warrants are measured using a Black-Scholes Option Pricing Model. Derivative warrant liabilities are classified as

non-current

as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as

non-operating

expenses in the consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were charged to the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, the Company had 34,500,000 Class A ordinary shares subject to possible redemption, presented as temporary equity outside of the shareholders’ equity section of the Company’s consolidated balance sheets. There were no Class A ordinary shares issued or outstanding as of December 31, 2020.

Under ASC

480-10-S99,

the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value, which resulted in charges against additional

paid-in

capital (to the extent available) and accumulated deficit.

Share-based Compensation

The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of February 23, 2022, the Company determined that a Business Combination is not considered probable, and, therefore,

no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the

Founders Shares.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 13,075,000 shares of Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. The number of weighted average Class B ordinary shares for calculating basic net income (loss) per ordinary share was reduced for the effect of an aggregate of 1,125,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 5). Since the contingency was satisfied as of December 31, 2021, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares:


	For the Year Ended December 31, 2021						For the Period from December 22, 2020 (inception) through December 31, 2020
	Class A			Class B			Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss - basic and diluted	$	(17,899,119	)	$	(5,270,981	)	$	—	$	(14,691	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		28,639,726			8,433,904			—		7,500,000
Diluted weighted average ordinary shares outstanding		28,639,726			8,625,000			—		7,500,000

Basic and diluted net loss per ordinary share	$	(0.62	)	$	(0.62	)	$	—	$	(0.00	)

Diluted net loss per ordinary share	$	(0.62	)	$	(0.62	)	$	—	$	(0.00	)

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06,

Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU

2020-06

on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

Rigetti Computing, Inc

Summary of Significant Accounting Policies

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

—The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US “GAAP”).

Emerging Growth Company

—Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. 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 election to opt out is irrevocable. The Company has 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, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time the Company is no longer considered to be an emerging growth company. At times, the Company may elect to early adopt a new or revised standard.

Use of Estimates

—The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Such management estimates include, but are not limited to, the fair value of share-based awards, fair value of convertible notes, fair value of the convertible preferred stock warrants, fair value of derivative warrant liabilities and forward warrant agreement , goodwill and intangible assets, accrued liabilities and contingencies, depreciation and amortization periods, and accounting for income taxes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could materially differ from those estimates.

Principals of Consolidation

—The consolidated financial statements include the accounts of Rigetti and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

—Certain amounts reported previously have been reclassified to conform to the current year presentation, with no effect on stockholders’ equity or net loss as previously presented.

Deferred Offering Costs

—The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with

in-process

probable equity financings as other assets until such financings are consummated. After consummation of an

in-process

probable equity financing, these costs are recorded in stockholders’ equity as a reduction of additional

paid-in

capital generated as a result of the offering. As of December 31, 2021, the Company recorded deferred financing costs of $3,448,470 in the accompanying balance sheet in contemplation of a probable equity financing. Should the equity financing no longer be considered probable of being consummated, the deferred financing costs would be expensed immediately as a charge to operating expenses in the statement of operations.

Deferred Financing Costs

—The incremental cost, including the fair value of warrants, directly associated with obtaining debt financing is capitalized as deferred financing costs upon the issuance of the debt and amortized over the term of the related debt agreement using the effective-interest method with such amortized amounts included as a component of interest expense in the consolidated statement of operations. Unamortized deferred financing costs are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt obligation.

Segments

—

Operating segments are defined as components of an entity for which discrete financial information is available and that information is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is its CODM, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable

segment.

Foreign Currency— The Company’s reporting currency is the US dollar. The functional currencies of the Company’s foreign subsidiaries are the local currencies (UK pounds sterling and Australian dollars), as it is the monetary unit of account of the principal economic environment in which the Company’s foreign subsidiaries operate. All assets and liabilities of the foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenue and expenses are translated at average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currency financial statements into US dollars is reflected as a foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive gain (loss). Foreign currency transaction gains and losses resulting from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other income (expense), net in the consolidated statements of operations.

Comprehensive Loss

— Comprehensive loss consists of net loss and changes in equity during a period from transactions and other equity and circumstances generated from

non-owner

sources. Comprehensive loss consists of two components including, net loss and other comprehensive loss. The Company’s other comprehensive loss consists of foreign currency translation adjustments that result from consolidation of its foreign entities.

Cash and Restricted Cash

—The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash. As of December 31, 2021 and January 31, 2021, cash consists primarily of checking and savings deposits. The Company’s restricted cash balance classifies all cash whose use is limited by contractual provisions. As of December 31, 2021 and January 31, 2021, restricted cash consists of cash secured as collateral for letters of credit in favor of the Company’s landlord and its corporate credit card program. The Company may not access these funds until it vacates this office space (leases expire in 2026).

The following table provides a reconciliation of cash and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows:


	December 31,		January 31,
	2021		2021
Cash		11,728,516		22,202,388
Restricted cash		317,134		317,134

Total cash and restricted cash	$	12,045,650	$	22,519,522

Prepaid expenses and other current assets

—Prepaid expenses and other current assets include prepaid software, prepaid insurance, other prepaid expenses, all of which are expected to be recognized or realized within the next 12 months.

Accounts Receivable

— Accounts receivable are recorded at invoice value, net of allowance for doubtful accounts. Unbilled receivables are included in accounts receivable and include amounts that were invoiced subsequent to

year-end

for which revenue was recognized in advance of the right to invoice. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs, collections, and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. As of December 31, 2021 and January 31, 2021, the Company does not have any allowances for doubtful accounts.

Property and Equipment, Net

—Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. The Company uses an estimated useful life of three years for furniture and other assets and information technology hardware (“IT hardware”), seven years for process equipment, and three to ten years for quantum computing fridges. Leasehold improvements are amortized over the shorter of the lease-term or the estimated useful life of the related asset. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in other income (loss) in the consolidated statements of

operations.

Goodwill

— Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in a business combination. Goodwill is not amortized, but is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business. The Company has one reporting unit. Annually, on November 1, management performs an analysis of the carrying value of goodwill of its reporting unit for potential impairment. In accordance with US GAAP, the Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of its reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances, that it is more likely than not that its reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine whether there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with a qualitative analysis. The quantitative analysis for goodwill requires comparing the carrying value of a reporting unit, including goodwill, to its fair value. The Company determines the fair value of its reporting unit using the income approach. The income approach uses a discounted cash flow model, which involves significant estimates and assumptions, including preparation of revenues and profitability growth forecasts, selection of a discount rate, and selection of a terminal year multiple, to estimate fair value. Management’s assessment of facts and circumstances at each analysis date could cause these assumptions to change. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If the carrying amount of the reporting unit exceeds its fair value, an impairment charge is recorded to write down goodwill to its fair value and is recorded in the Company’s consolidated statements of operations. The Company performed a qualitative analysis of goodwill for the 11 months ended December 31, 2021 and year ended January 31, 2021 and determined that it was more likely than not that the fair value of the Company’s reporting unit was greater than its carrying value, and thus concluded that the carrying value of goodwill was not impaired. Accordingly, no further analysis was required or performed.

Derivative Warrant Liabilities

—The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815, “Derivatives and Hedging” (“ASC 815”) at the initial recognition.

Certain of the warrants issued and outstanding are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period until exercised. The fair value of the warrant liabilities issued were initially measured using the Black-Scholes model and will be subsequently remeasured at each reporting period with changes recorded as a component of other income in the

Company’s consolidated statement of operations. Derivative warrant liabilities are classified as

non-current

as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Revenue Recognition

—The Company recognizes revenue in accordance with Accounting Standards Update

No. 2014-09,

Revenue from Contracts with Customers (Topic 606)

and accounts for certain contract costs in accordance with FASB’s Accounting Standards Codification (“ASC”)

340-40,

Other Assets and Deferred Costs—Contracts with Customers.

The Company recognizes revenue from contracts with customers by applying the following five-step model:

•

Identify the contract with a customer

•

Identify the performance obligations in the contract

•

Determine the transaction price

•

Allocate the transaction price to the performance obligations in the contract

•

Recognize revenue when (or as) performance obligations are satisfied

The Company generates revenue through its Quantum Cloud Services (QCaaS) and development contracts and other services. 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 (QCaaS) is recognized over time as access to the systems is provided on a ratable basis over the subscription term, which can range from six months to two years. This time-based input measure of progress provides a faithful depiction of the transfer of the services because the customer obtains generally equal benefit from its access to the systems throughout the subscription term. 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. This output method provides a faithful depiction of the transfer of the services because the customer has purchased a specified quantity of hours of usage that diminishes each time an hour is expended and therefore each hour of access to the systems is considered a discrete delivery of underlying services in these arrangements.

Development contracts are generally multi-year,

non-recurring

arrangements in which the Company provides professional services regarding 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 that will provide commercial value to the customer in areas of business interest. Development contracts are typically fixed fee arrangements invoiced on a milestone basis, but may also be invoiced on a time and materials or cost reimbursement basis in certain cases. Revenue related to development contracts and other services is recognized over time as the services are provided using an input measure based on actual labor hours incurred to date relative to total estimated labor hours needed to complete the program or total contracted hours over the program period. This input measure of progress provides a faithful depiction of the transfer of the services because it closely depicts the Company’s efforts or inputs to the satisfaction of the performance obligation. Revenue related to the sale of custom quantum computing components is recognized at a point in time upon acceptance by the customer. The Company has elected to treat shipping and handling activities related to contracts with customers as fulfillment costs, and not as separate performance obligations, and accrues the related costs when the related revenue is recognized.

When the Company’s contracts with customers contain multiple performance obligations, the transaction price is allocated on a relative standalone selling price basis to each performance obligation. The Company

typically determines standalone selling price based on observable selling prices of its products and services. In instances where standalone selling price is not directly observable, standalone selling price is determined using information that may include market conditions and other observable inputs. Standalone selling price is typically established as a range. In situations in which the stated contract price for a performance obligation is outside of the applicable standalone selling price range and has a different pattern of transfer to the customer than the other performance obligations in the contract, the Company will reallocate the total transaction price to each performance obligation based on the relative standalone selling price of each.

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue is recorded based on the transaction price, which includes fixed consideration and estimates of variable consideration. The amount of variable consideration included in the transaction price is constrained and is included only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The Company’s contracts with customers may include renewal or other options at fixed prices. Determining whether such options are considered distinct performance obligations that provide the customer with a material right and therefore should be accounted for separately requires significant judgment. Judgment is required to determine the standalone selling price for each renewal option to determine whether the renewal pricing is reflective of standalone selling price or is reflective of a discount that would provide the customer with a material right. Based on the Company’s assessment of standalone selling prices, the Company determined that there were no significant material rights provided to its customers requiring separate recognition.

The timing of revenue recognition may not align with the right to invoice the customer. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment, regardless of whether revenue has been recognized. If revenue has not yet been recognized, a contract liability (deferred revenue) is also recorded. If revenue is recognized in advance of the right to invoice, a contract asset or unbilled receivable is recorded, depending on whether the Company’s right to consideration is considered conditional or unconditional. Unbilled receivables are included within accounts receivable in the consolidated balance sheets.

In instances where the timing of revenue recognition differs from the timing of the right to invoice, the Company has determined that a significant financing component generally does not exist. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the products and services and not to receive financing from or provide financing to the customer. Additionally, the Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less.

Payment terms on invoiced amounts are typically net 30 days. The Company does not offer rights of return for its products and services in the normal course of business, and contracts generally do not include service-type warranties that provide any incremental service to the customer beyond providing assurance that the goods and services conform to applicable specifications or customer-specific or subjective acceptance provisions. The Company also excludes from revenue government-assessed and imposed taxes on revenue-generating activities that are invoiced to customers.

Costs of Obtaining and Fulfilling Contracts

—The Company has elected to apply the practical expedient to expense contract acquisition costs as incurred when the expected amortization period is one year or less. The Company capitalizes incremental costs incurred to fulfill its contracts that (i) relate directly to the

contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation(s) under the contract, and (iii) are expected to be recovered through revenue generated under the contract.

Cost of Revenue

— Cost of revenue consists primarily of all direct and indirect cost associated with providing QCaaS offerings and development contracts and other services, including employee salaries and employee related costs, including compensation, bonuses, employee taxes and benefit costs of program management and personnel associated with the delivery of goods and services to customers. Cost of revenue also includes an allocation of facility costs, depreciation and amortization directly related to providing the QCaaS offerings and development contracts and other services.

Research and Development

—Research and development costs are expensed as incurred. Research and development expenses include compensation, employee benefits, stock-based compensation, outside consultant fees, allocation of facility costs, depreciation and amortization, materials and components purchased for research and development.

General and Administrative

—General and administrative expenses include compensation, employee benefits, stock-based compensation, legal, insurance, finance administration and human resources, an allocation of facility costs (including leases), bad debt costs, professional service fees, and an allocation of other general overhead costs including depreciation and amortization to support Rigetti’s operations, which consists of operations other than associated with providing QCaaS offerings and development contracts and other services.

Sales and Marketing—

Sales and marketing expenses consist primarily of compensation including stock-based compensation, employee benefits of sales and marketing employees, outside consultants fees, travel and marketing and promotion costs.

Capitalized Software

—

The Company capitalizes the costs to develop its

internal-use

software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Such costs are included in property and equipment in the consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the related asset. These capitalized costs are primarily related to the software infrastructure supporting the quantum computing services purchased by customers. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional features and functionality. Maintenance costs are expensed as incurred. During the 11 months ended December 31, 2021 and year ended January 31, 2021, no capitalized software has been recorded.

Impairment

of Long-Lived Assets—

Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset (asset group) may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of the long-lived asset (asset group) by determining whether the carrying value of such asset (asset group) will be recovered through their undiscounted expected future cash flow. If the future undiscounted cash flow is less than the carrying amounts of the asset (asset group), the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the asset (asset group). During the 11 months ended December 31, 2021 and year ended January 31, 2021, no impairment charge has

been recorded.

Income Taxes

—Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 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. As of December 31, 2021 and January 31, 2021, the Company has recorded a full valuation allowance against its deferred tax assets.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense.

Net income (loss) per share:

The Company has Class A Common Stock outstanding and no shares of Class B Common Stock outstanding. However, the Company’s Convertible Series

C-1

Preferred Stock are convertible into Class B Common Stock. Basic net income (loss) per share of common shareholders is calculated by dividing net income (loss) attributable to the common shareholders (the numerator) by the weighted average number of common shares outstanding for the period (the denominator).

The Company uses the

two-class

method to calculate the diluted net income (loss) per share for each class of Common Stock. The

two-class

method determines net income (loss) per share for each class of Common Stock according to dividends declared or accumulated and participation rights in undistributed earnings. The

two-class

method requires all undistributed earnings for the period to be allocated among multiple classes of potential Common Stock as if all earnings for the period were distributed. Diluted net income (loss) is computed separately for each class of the potential Common Stock. Potential dilutive shares for Class A Common Stock include shares of convertible Series C Preferred Stock, common stock warrants, restricted stock units, and stock options. Potential dilutive shares for Class B Common Stock include shares of convertible Series

C-1

Preferred Stock. Potential dilutive common shares are excluded from the computation of diluted net income (loss) per share, if the effect of including such potential dilutive shares would be anti-dilutive.

Stock-Based Compensation

— The Company’s stock-based compensation program grants awards that may include stock options, restricted and unrestricted stock awards and restricted stock units. For equity-classified stock option grants, the fair value of the option grants are estimated as of the date of grant using a Black-Scholes option valuation model, which requires extensive use of accounting judgment and financial estimates, including estimates of the expected term participants will retain their vested stock options before exercising them, the estimated volatility of its common stock price over the expected term, the risk-free rate, and expected dividend yield. For equity-classified restricted stock awards, the fair value of the restricted stock awards are based on the fair value of the Company’s common stock on the date of grant. The estimated fair values of the employee stock awards are then expensed over the requisite service period, which is generally the awards’ vesting period, and recognized using the straight-line method to recognize stock-based compensation for service-based

awards.

The accounting for equity-classified awards granted to consultants and nonemployees is largely consistent with the accounting for such awards granted to employees, with the exception that the fair value of the awards may be measured based on the expected term or the contractual term of the award and the fair value is recognized in the same period and in the same manner the Company would if it had paid cash for the related services.

The Company has elected to account for forfeitures of employee stock awards as they occur. Upon any exercise of stock option awards, the Company issues new shares of common stock, unless there are treasury shares available for reissuance at that time.

Fair Value Measurements—

Fair value accounting is applied for all assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company follows the established framework for measuring fair value and expanded disclosure requirements about fair value measurements. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash, accounts receivable, accounts payable, and accrued liabilities, due to their short-term nature. The carrying amount of the Company’s long-term debt approximates fair value as the stated interest rate approximates the market rate currently available to the Company (and which is considered a Level II measurement).

Concentrations of Credit Risk

— Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and trade accounts receivable. The Company’s cash is placed with high-credit-quality financial institutions, and at times exceeds federally insured limits. To date, the Company has not experienced any credit loss relating to its cash.

Significant customers are those which represent 10% or more of the Company’s revenue or accounts receivable balance at each balance sheet date. During the 11 months ended December 31, 2021, five customers accounted for approximately 97% of the Company’s revenue and three customers accounted for approximately 99% of the Company’s accounts receivable. During the year ended January 31, 2021, three customers accounted for approximately 78% of the Company’s revenue and one customer accounted for approximately 87% of the Company’s accounts receivable, respectively.

Customers accounting for 10% or more of the Company’s revenue during the 11 months ended December 31, 2021 and year ended January 31, 2021 were:


	December 31,			January 31,
Customer	2021			2021
Customer A		29	%		*
Customer B		20	%		32	%
Customer C		17	%		15	%
Customer D		16	%		*
Customer E		15	%		31	%

*	Customer accounted for less than 10% of revenue in the respective year

All revenues derived from major customers noted above are included in the United States region in Note 15.

Employee Benefit Plan

—The Company sponsors a qualified 401(k) defined contribution plan covering eligible employees. Participants may contribute a portion of their annual compensation limited to a

maximum annual amount set by Internal Revenue Service. There were no employer contributions under this plan during the 11 months ended December 31, 2021 and year ended January 31, 2021.

2021 Transition Period Comparative Data

The following table presents certain financial information for the 11 months ended December 31, 2021 and 2020, for comparability purposes.


	11 Months Ended December 31,
	2021			2020
				(Unaudited)
Revenue	$	8,196,306		$	5,105,824
Cost of revenue		1,623,336			1,344,916

Total gross profit		6,572,970			3,760,908
Operating expenses:
Research and development		26,927,599			22,843,637
General and administrative		11,299,068			10,613,190
Sales and marketing		2,474,968			1,947,447

Total operating expenses		40,701,635			35,404,274

Loss from operations		(34,128,665	)		(31,643,366	)

Other income (expense), net:
Gain on extinguishment of debt		—			8,913,532
Change in fair value of warrant liability		(1,664,133	)		—
Interest expense		(2,465,135	)		(51,666	)
Interest Income		9,852			58,644
Other income		6,582			71,737

Total other income (expense), net		(4,112,834	)		8,992,247
Net loss before provision for income taxes
Provision for income taxes

Net loss	$	(38,241,499	)	$	(22,651,119	)

Net loss per share attribute to common stockholders—basic and diluted	$	(1.74)		$	(1.09)
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted		21,941,997			20,687,611

Recently Issued Accounting Pronouncements

— In April 2019, the FASB issued ASU

2019-04, Codification

Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. ASU

No. 2019-04

was issued as part of the FASB’s ongoing project to improve upon its Accounting Standards Codification (ASC), and to clarify and improve areas of guidance related to recently issued standards on credit losses, hedging, and recognition and measurement. For entities that have not yet adopted the guidance in Update

2016-13,

the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in Update

2016-13.

The amendments related to ASC 326 are effective for the Company as of February 1, 2023. The adoption of the ASU is not expected to have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842)

. This ASU requires recognition of a lease asset and lease liability for all leases with a term of greater than 12 months regardless of their classification. In May 2020, the FASB issued ASU

2020-05

which defers the effective date of ASU

2016-02

one year making it effective for annual reporting periods beginning after December 15, 2021. The ASU is effective for the Company beginning on January 1, 2022. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

In June 2016, the FASB issued ASU No.

2016-13,

Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

. The FASB subsequently issued amendments to ASU

2016-13,

which have the same effective date and transition date of January 1, 2023. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. For

available-for-sale

debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for

available-for-sale

debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases.

In December 2019, the FASB issued ASU

2019-12, Income

Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU

2019-12

removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for the Company beginning on January 1, 2022. The adoption of ASU

2019-12

is not expected to have a significant impact on the Entity’s consolidated financial statements.

In August 2020, the FASB issued ASU

2020-06, Debt—Debt

with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which addresses the complexity of its guidance for certain financial instruments with characteristics of liabilities and equity. ASU

2020-06

removes the accounting models that require beneficial conversion features or cash conversion features associated with convertible instruments to be recognized as a separate component of equity, adds certain disclosure requirements for convertible instruments, amends the guidance for the derivatives scope exception for contracts in an entity’s own equity and simplifies the diluted earnings per share calculation for certain situations. This guidance is effective for SEC filers, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, and for interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements.

In May 2021, the FASB issued

ASU

2021-04,

‘Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic

470-50),

Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—

Contracts in Entity’s Own Equity (Subtopic

815-40):

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.

This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) How an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) How an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity

classified after modification or exchange; and (3) How an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU

2021-04

is effective for annual reporting periods beginning after December 15, 2021, with early adoption permitted. This ASU is effective for the Company beginning on January 1, 2022. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

Revenue Recognition

11 Months Ended

Dec. 31, 2021

Rigetti Holdings Inc

Disaggregation of Revenue [Line Items]

Revenue Recognition

3.	REVENUE RECOGNITION

The following tables depict the disaggregation of revenue according to the type of good or service and timing of transfer of goods or services:


	11 Months Ended		Year Ended
	December 31,		January 31,
	2021		2021
Type of Goods or Service
Collaborative research and other professional services	$	5,849,267	$	2,919,507
Access to quantum computing systems		2,347,039		2,380,091
Quantum computing components		—		243,000

	$	8,196,306	$	5,542,598

Timing of Revenue Recognition
Revenue recognized at a point in time	$	—	$	243,000
Revenue recognized over time		8,196,306		5,299,598

	$	8,196,306	$	5,542,598

Selected consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of December 31, 2021 and January 31, 2021 were as follows:


	December 31,			January 31,
	2021			2021
Trade receivables, net	$	961,370		$	327,301
Unbilled receivables	$	581,170		$	152,073
Deferred revenue - current	$	(984,976	)	$	(491,827	)

Changes in deferred revenue from contracts with customers were as follows:


	11 Months Ended			Year Ended
	December 31,			January 31,
	2021			2021
Balance at beginning of period	$	(491,827	)	$	(2,151,683	)
Deferral of revenue		(904,502	)		(364,545	)
Recognition of deferred revenue		411,353			2,024,401

Balance at end of period	$	(984,976	)	$	(491,827	)

The Company expects to recognize estimated revenues related to performance obligations that are unsatisfied (or partially satisfied) in the amounts of approximately $4,107,806 during the year ended December 31, 2022, and $473,379 during the year ended December 31, 2023.

Deferred Contract Acquisition and Fulfillment Costs

—The Company has not identified any costs that are incremental to the acquisition of customer contracts that would be capitalized as deferred costs on the balance sheet in accordance with ASC

340-40.

Incremental costs incurred to fulfill the Company’s contracts that meet the capitalization criteria in ASC

340-40

have historically been immaterial. Accordingly, the Company has not

capitalized any contract fulfillment costs as of December 31, 2021 and January 31, 2021.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Initial Public Offering	12 Months Ended
Initial Public Offering	Dec. 31, 2021
Equity [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering On March 4, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, which includes 4,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.5 million, of which approximately $12.1 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 - Related Party Transactions Founder Shares On December 22, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Shares and the associated amounts reflect: (i) the share dividend of Class B ordinary shares on January 14, 2021, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding on January 14, 2021; and (ii) the share dividend of Class B ordinary shares on March 1, 2021, resulting in 8,625,000 Class B ordinary shares outstanding. These consolidated financial statements reflect the changes of these share dividends retroactively for all periods presented. On February 22, 2021, the Sponsor transferred 28,750 Founder Shares to each of the five independent director nominees. Following the share dividend effected on March 1, 2021, each of the independent director nominees owns 34,500 Class B ordinary shares. The initial shareholders agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20 % of the Company’s issued and outstanding shares after the Initial Public Offering. On March 4, 2021, the underwriter fully exercised its over-allotment option; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,450,000 Private Placement Warrants, at a price of $2.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Completion Window, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except as described below in Note 6 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 22, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $275,000 under the Note. The Company repaid the Note in full on March 4, 2021. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021, and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

Supplemental Financial Statements Information

11 Months Ended

Dec. 31, 2021

Rigetti Computing, Inc [Member]

Supplemental Financial Statement information

5.	SUPPLEMENTAL FINANCIAL STATEMENTS INFORMATION

Property and Equipment, Net

Property and equipment as of December 31, 2021 and January 31, 2021 are composed of the following:


	December 31,			January 31,
	2021			2021
Quantum computing fridges	$	17,189,904		$	14,251,579
Process equipment		16,169,598			12,747,756
Leasehold improvements		4,296,620			4,077,646
IT hardware		2,427,681			1,999,082
Furniture and other assets		1,246,068			1,246,067

Total property and equipment	$	41,329,871		$	34,322,130
Less: Accumulated depreciation and amortization		(18,832,387	)		(14,181,258	)

Property and equipment - net	$	22,497,484		$	20,140,872

As of December 31, 2021, 98% of the total gross property and equipment was located in the United States, and 2% of the total gross property and equipment was located in the United Kingdom. As of January 31, 2021, 100% of the total gross property and equipment was located in the United States. Total depreciation and amortization expense for the 11 months ended December 31, 2021 and year ended January 31, 2021 was $4,651,129 and $4,299,263, respectively.

Accrued Expenses and Other Current Liabilities


	December 31,		January 31,
	2021		2021
Interest - notes payable	$	247,500	$	—
Other current liability - forward warrant agreement		230,000		—
Payroll and other payroll costs		962,399		739,893
Property and other taxes		570,852		451,545
Subscription Fee		555,832		—
Professional fees and other		820,699		411,861
Deferred offering costs		648,333		—

	$	4,035,615	$	1,603,299

Commitment and Contingencies

11 Months Ended

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies

Note 5 - Commitments and Contingencies

Registration and Shareholder Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provided that the Company would not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable

lock-up

period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a

45-day

option from the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 4, 2021, the underwriter fully exercised its over-allotment option.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Contingent Fees

During 2021, the Company has entered into certain consulting arrangements in connection with its search for a prospective initial Business Combination. A portion of the fees in connection with the services rendered as of December 31, 2021 have been deferred and were contingent upon the closing of a Business Combination and therefore not included as liabilities on the accompanying consolidated balance sheets. As of December 31, 2021, these fees were approximately $0.5 million.

Rigetti Holdings [Member]

Commitments and Contingencies

6.	COMMITMENTS AND CONTINGENCIES

Leases

—The Company leases office spaces under noncancelable operating lease agreements, which expire in 2026. The Company is required to pay property taxes, insurance, and normal maintenance costs for certain of these facilities and will be required to pay any increases over the base year of these expenses on the remainder of the Company’s facilities.

The Company recognizes rent expense on a straight-line basis over the lease term. Rent expense for operating leases for the 11 months ended December 31, 2021 and year ended January 31, 2021, was $1,500,147 and $1,722,040, respectively. The Company has accrued $349,629 and $381,300 in deferred rent as of December 31, 2021 and January 31, 2021, respectively, primarily relating to one of its office spaces. Deferred rent that will be paid within the 12 months after the balance sheet date is included within accrued expenses and other current liabilities, the remaining balance is recorded within other liabilities on the Company’s consolidated balance sheets.

Future minimum lease payments under

non-cancelable

operating leases as of December 31, 2021 are as follows:


Years Ending December 31,
2022	$	1,807,759
2023		901,316
2024		928,355
2025		956,206
2026		81,262

Total minimum future lease payments	$	4,674,898

Litigation

— The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business, including proceedings relating to product liability, intellectual property, safety and health, employment and other matters. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows.

Warrants

11 Months Ended

12 Months Ended

Dec. 31, 2021

Class of Warrant or Right [Line Items]

Warrants

Note 6 - Warrants

As of December 31, 2021, the Company had 8,625,000 and 4,450,000 Public Warrants and Private Placement Warrants outstanding, respectively. There were no warrants outstanding as of December 31, 2020.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided in each case that the Company

has

an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in

effec

t a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as described below, the Private Placement Warrants will be

non-redeemable

so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of

30-days’

prior written notice of redemption; and

•

if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the

30-day

redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at a price of $0.10 per warrant;

•

upon a minimum of

30-days’

prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of Class A ordinary shares;

•

if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the

30-trading

day period ending three trading days before the Company sends the notice of redemption to the warrant holders;

•

if the closing price of the Class A ordinary shares for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per Public Share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire

worthless.

Rigetti Computing, Inc [Member]

Class of Warrant or Right [Line Items]

Warrants

10.

Warrants

Derivative Warrant Liabilities

The Initial Warrants (See Note 7) of 398,040 common stock warrants were issued in March of 2021. An incremental 597,059 common stock warrants were issued as part of the Amendment in May of 2021, thus there were total of 995,099 common stock warrants issued in conjunction with Loan and Security Agreement in 2021. The Company utilized Black-Scholes model to determine grant fair value of the warrants which was approximately $2,690,574 which was recorded as part of the Debt Issuance Cost. The change in fair value of the warrants from issuance date through December 31, 2021 of $1,664,133 was driven primarily by an increase in the fair value of the Company’s stock that occurred as a result of the Merger Agreement discussed in Note 1. The outstanding common stock warrants were recognized as liabilities on the consolidated balance sheet and were measured at their inception date fair value using the Black-Scholes model and will be subsequently remeasured at each reporting period with changes recorded as a component of other income in the Company’s consolidated statement of operations. The Company did not have any Common stock warrants classified as liabilities as of January 31, 2021. See below for the December 31, 2021 balance summary:

Warrant Class

Issuance Date

Strike Price per

Expiration Date

Common Stock Warrants

995,099

May 18, 2021

0.214

May 18, 2031

The warrant issued in conjunction with the Loan and Security Agreement is classified as liability under ASC 480, “Distinguishing Liabilities from Equity”. The fair value of the warrant which is an incremental cost incurred to obtain the loan is allocated between drawn and undrawn commitment. See Deferred Financing Cost disclosure at Note 2 Summary of Significant Accounting Policies.

The fair value of the common stock warrant liabilities presented above were measured using the Black Scholes model approach. Significant inputs into the respective models at the initial recognition of the liability and December 31, 2021, respectively are as follows:


Valuation Assumption - Common Stock Warrants	Initial Recognition			December 31, 2021
Stock price	$	2.87		$	4.44
Strike price	$	0.21		$	0.21
Volatility (annual)		51.90	%		105.10	%
Risk-free rate		1.65	%		1.51	%
Estimated time to expiration (years)		10			9
Dividend yield		0.00	%		0.00	%

The Company recorded a total loss of $1,664,133 to Change in Fair Value of Warrant Liability as a component of other income in the consolidated statement of operations for the 11 months ended December 31, 2021.

Series C Preferred Stock Financing Warrants

In conjunction with the Series C Preferred Stock Financing (see Note 8), the Company issued a total of 6,668,714 Warrants to purchase Class A Common Stock to the Series C investors. The Warrants have a $0.01 exercise price per share and have a

10-year

term to expiration. The Warrants can be exercised for cash or on a cashless basis. The Company determined that the Warrants met the requirements for equity classification under ASC 480 and ASC 815. The Company estimated the fair value of the Warrants using the Black-Scholes model (see below for key inputs) and allocated approximately $1,236,600 in proceeds from the Series C Preferred Stock to the value of the Warrants on a relative fair value basis, which was recorded to additional paid in capital.


Valuation Assumptions	Initial Recognition
Stock Price	$	0.21
Strike Price	$	0.01
Volatility (annual)		51.50	%
Risk-free rate		1.55	%
Estimated time to expiration (years)		10
Dividend yield		0.00	%

Customer Warrants

In February 2020, the Company issued a Warrant to purchase 3,406,156 shares of Class A Common Stock to a customer in conjunction with a revenue arrangement (the “Customer Warrant”). The Customer Warrants have a $0.9067 exercise price per share and have a 10 year term to expiration. The Warrants vest upon the achievement of certain performance conditions (i.e. sales milestones) defined in the agreement, and upon a change of control, either 50% or 100% of the then unvested Customer Warrants will become fully vested, dependent on the acquiring party in the change of control transaction. The Warrants can be exercised for cash or on a cashless basis.

The Company followed the guidance in ASC 718 and ASC 606 for the accounting of

non-cash

consideration payable to a customer. The Company determined that the Customer Warrants met the requirements for equity classification under ASC 718, and measured the Customer Warrants based on their grant date fair value, estimated to be $154,330. The Company recorded this amount as a deferred asset and additional paid

in capital as of the issuance date, as the Company believes it is probable that all performance conditions (i.e. sales milestones) in the Customer Warrants will be met. During the 11 months ended December 31, 2021, the Company recorded a reduction of revenue related to the arrangement with the customer totaling $5,774 As of December 31, 2021, the deferred asset balance outstanding is $95,120, which will be recognized as a reduction in revenue in future periods.


Valuation Assumptions	Initial Recognition
Stock Price	$	0.21
Strike Price	$	0.91
Volatility (annual)		45.00	%
Risk-free rate		1.29	%
Estimated time to expiration (years)		10
Dividend yield		0.00	%

The vesting status of the Customer Warrant is as follows at December 31, 2021:


	December 31, 2021		January 31, 2021
Vested Customer warrants		1,362,461	1,021,845
Unvested Customer warrants		2,043,695	2,384,311

	3,406,156		3,406,156

Class A Ordinary Shares Subject to Possible Redemption

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Class A Ordinary Shares Subject to Possible Redemption

Note 7 - Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 34,500,000 shares of Class A ordinary shares outstanding, all of which were subject to redemption. There were no Class A shares outstanding as of December 31, 2020.

As of December 31, 2021, Class A ordinary shares reflected on the consolidated balance sheet is reconciled on the following table:


Gross proceeds	$	345,000,000
Less:
Amount allocated to Public Warrants		(8,711,250	)
Class A ordinary shares issuance costs		(19,011,139	)
Plus:
Accretion of carrying value to redemption value		27,722,389

Class A ordinary shares subject to possible redemption	$	345,000,000

Stockholders' Equity (Deficit)	12 Months Ended
Stockholders' Equity (Deficit)	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity (Deficit)	Note 8 - Shareholders’ Equity (Deficit) Preference Shares - The Company is authorized to issue 5,000,000 preference shares, with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2021, and December 31, 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares - The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2021, there were 34,500,000 Class A ordinary shares issued and outstanding, all subject to possible redemption and classified as temporary equity in the accompanying consolidated balance sheets (see Note 7). There were no Class A ordinary shares issued or outstanding as of December 31, 2020. Class B Ordinary Shares - The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of March 4, 2021, there were 8,625,000 Class B ordinary shares outstanding, which amount reflects: (i) the share dividend of Class B ordinary shares on January 14, 2021, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding on January 14, 2021; and (ii) the share dividend of Class B ordinary shares on March 1, 2021, resulting in 8,625,000 Class B ordinary shares outstanding. These consolidated financial statements reflect the changes of these splits retroactively for all periods presented. As of December 31, 2021 and 2020, there were 8,625,000 Class B ordinary shares issued and outstanding. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 13
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements

11 Months Ended

12 Months Ended

Dec. 31, 2021

Fair Value Measurements

Note 9 - Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - money market fund	$	345,019,271	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public warrants	$	20,441,250	$	—	$	—
Derivative warrant liabilities - Private placement warrants	$	—	$	—	$	10,546,500

As of December 31, 2020, there were no assets or liabilities that are measured at fair value on a recurring basis.

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants transferred from a Level 3 measurement to a Level 1 measurement as the Public Warrants were separately listed in trading beginning in April 2021. There were no other transfers to/from Levels 1, 2, and 3 in the year ended December 31, 2021.

Level 1 assets include investments in money market funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation 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, a Level 1 measurement, and the fair value of the Private Warrants are measured using a Black-Scholes Option Pricing Model. For the year ended December 31, 2021, the Company recognized

a non-cash

loss resulting from an increase in the fair value of liabilities of approximately $17.8

million presented as change in fair value of derivative warrant liabilities on the accompanying consolidated statements of operations.

The estimated fair value of the Private Placement Warrants and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation and the Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life,

risk-free

interest

rate and dividend yield. The Company estimates the volatility of its ordinary share warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield

curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates for the warrants:


	December 31, 2021			Initial Measurement
Exercise price	$	11.50		$	11.50
Stock price	$	10.29		$	9.75
Volatility		29.9	%		16.0	%
Term (years)		5.16			5.33
Risk-free rate		1.28	%		0.94	%

The change in the fair value of the derivative liabilities utilizing Level 3 measurements for the year ended December 31, 2021, is summarized as follows:


Derivative liabilities as of January 1, 2021	$	—
Issuance of Public Warrants - Level 3		8,711,250
Issuance of Private Warrants - Level 3		4,494,500
Change in fair value of derivative liabilities - Level 3		6,397,000
Transfer of Public Warrants to Level 1 Measurement		(9,056,250	)

Derivative liabilities as of December 31, 2021 - Level 3	$	10,546,500

Rigetti Holdings [Member]

Fair Value Measurements

4.	FAIR VALUE MEASUREMENTS

The Company reports all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1—

Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2—

Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3—

Inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

At January 31, 2021, there were no financial assets or liabilities measured at fair value.

The fair value measurements of financial assets and liabilities that are measured at fair value at December 31, 2021 are as follows:


	Fair Value Hierarchy
	Level 1		Level 2		Level 3
At December 31, 2021
Liabilities:
Derivative warrant liabilities	$	—	$	—	$	4,354,707
Forward warrant agreement		—		—		230,000
Debt - net of current portion		—				—

Total Liabilities	$	—	$	—	$	4,584,707

As of December 31, 2021, the Company has recorded two financial liabilities subject to fair value measurements: 1) Derivative warrant liabilities and 2) Forward Warrant Agreement which both are classified as Level III liabilities as they both include unobservable inputs. Derivative warrant liabilities were fair valued based on a Black-Scholes option model with unobservable inputs which included stock price of Rigetti common stock, volatility and selected risk free rate. The Company estimated the fair value of the

Forward Warrant Agreement using a forward analysis with unobservable inputs which included selected risk-free rate and probability outcomes. The Company has further discussed the key aspects of the fair value measurements described above in Note 10 and Note 11 to the financial statements.

There have been no changes in fair value measurement techniques during the 11 months ended December 31, 2021. There were no transfers between Level 1 or Level 2, or transfers in or out of Level 3 of the fair value hierarchy during the 11 months ended December 31, 2021.

A summary of the changes in the fair value of the Company’s Level 3 financial instruments as of December 31, 2021 and January 31, 2021 are as follows:


	Convertible Notes			Simple agreement for future equity			Derivative Warrant Liabilities		Forward Warrant Agreement
Balance - January 31, 2020	$	26,892,459		$	1,882,397		$	—	$	—
Issuances		—			—			—		—
Settlement		(26,892,459	)		(1,882,397	)		—		—
Loss on change in fair value		—			—			—		—

Balance - January 31, 2021	$	—		$	—		$	—	$	—

Issuances	$	—		$	—		$	2,690,574	$	400,000
Settlement		—			—			—		—
Loss (gain) on change in fair value		—			—			1,664,133		(170,000	)

Balance - December 31, 2021	$	—		$	—		$	4,354,707	$	230,000

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

FINANCING ARRANGEMENTS

11 Months Ended

Dec. 31, 2021

Rigetti Computing, Inc [Member]

FINANCING ARRANGEMENTS

7.	FINANCING ARRANGEMENTS

Loan and Security Agreement

In March 2021, the Company entered into an agreement (the “Loan and Security Agreement”) with a Venture Capital institution (“Venture Capital”) to secure a debt commitment of $12,000,000 (the “Tranche A”) which was drawn at the closing. The term loan is collateralized by a first-priority, senior secured interest in substantially all of the Company’s assets. In conjunction with the Loan Agreement, the Company issued Venture Capital a warrant to purchase shares of common stock (the “Initial Warrants”) which is recorded at fair value using Black-Scholes model, see Note 10 for the fair value assumptions.

The Loan Agreement contains customary representations, warranties and covenants, however the debt agreement does not include any financial covenants . In May 2021, the debt agreement was modified to increase the overall debt commitment by $15,000,000 (the “Tranche B” or the “Amendment”) and $8,000,000 of the additional commitment was drawn at the closing and the remaining commitment of $7,000,000 was available at the Company’s option at any time through March 10, 2022 subject to certain conditions. The Company drew the $7,000,000 in November 2021. In conjunction with the Amendment, the Company cancelled the Initial Warrants and issued 995,099 warrant shares to purchase the common stock which was an incremental cost allocated between Tranche A and Tranche B, see Note 10 for further information on these warrants. The Amendment to the debt agreement was considered a modification for accounting purposes. The Company capitalized $2,843,308 of debt issuance costs which consist of incremental cost incurred for the lenders and 3

party legal firms as well as the fair value of the warrant issued in conjunction with the origination of the term loan.

Under the Amendment, the maturity date was modified to be the date equal to 48 months from the first payment date of each specific cash advance. Subject to an interest only period of 19 months following each specific cash advance date, the term loan incurs interest at a rate of 11% per annum, payable monthly. The Term Loan includes certain negative covenants, primarily consisting of restrictions on the Company’s ability to incur indebtedness, pay dividends, execute fundamental change transactions, and other specified actions.

In addition, the Company is required to pay a final payment fee equal to 2.75% of the aggregate amount of all term loan advances. The final payment fee is being accreted and amortized into interest expense using the effective interest rate method over the term of the loan. The effective interest was between 16.49 – 17.31% for all tranches of the debt.

The book value of debt approximates its fair value given its short-term maturity and variable interest rate. Long term debt and the unamortized discount balances are as follows:


	December 31, 2021
Outstanding principal amount - stated value	$	27,000,000
Add: Accrued final payment fee		121,585
Less: Unamortized deferred financing costs		(170,058	)
Less: Unamortized debt discount		(2,160,495	)

Total debt	$	24,791,032

Debt - current portion	$	1,290,538
Debt - net of current portion		23,500,494

Total debt	$	24,791,032

For the 11 months ended December 31, 2021, the Company has recorded interest expense of $1,736,390, the accretion of the end of term liability of $121,585, the amortization of commitment fee asset of $94,405 and the amortization of debt issuance cost of $512,755. The unamortized issuance cost of $2,330,553 at December 31, 2021 is offset against the carrying value of the term loan in the accompanying condensed consolidated balance sheet. See Deferred Financing Cost policy at Note 2.

Scheduled principal payments on total outstanding debt, as of December 31, 2021, are as follows:


	Total
2022	$	1,290,538
2023		8,750,354
2024		11,084,382
2025		5,874,726

	$	27,000,000

Initial Convertible Notes

In November 2018, the Company entered into convertible promissory note arrangements pursuant to which the Company borrowed $1,500,000 (the “2018 Convertible Notes”). In June 2019 and August 2019, the Company entered into convertible promissory note arrangements pursuant to which the Company borrowed $19,700,000 and $250,000, respectively (collectively, the “2019 Convertible Notes”). The 2018 Convertible Notes and 2019 Convertible Notes are collectively referred to as the “Initial Convertible Notes.”

In February 2020, in conjunction with the Recapitalization transactions described in Note 9 the Company and the holders of the Initial Convertible Notes agreed to amend the terms of the Initial Convertible Notes. The primary impact of the amendment was to change the conversion terms previously described, such that upon the closing of the Series C Preferred Stock Financing and Recapitalization, the Initial Convertible Notes (principal and accrued interest) would convert into 6,766,614 shares of Series C Preferred Stock and 16,939,143 shares of Series

C-1

Preferred Stock.

The Company determined that the modification of the Initial Convertible Notes represented an extinguishment for accounting purposes. The Company estimated the fair value of the Series C and

Series C-1

Preferred Stock to be issued upon conversion to be $17,612,235. In addition, the Company issued 6,874,309 shares of Class A Common Stock to the majority holder of the Initial Convertible Notes as consideration for their agreement to the amendment terms. The Company included the fair value of these Class A Common Shares (estimated as $1,443,605) as part of the reacquisition price of the Initial Convertible Notes in the extinguishment calculation. Based on the carrying value of the Initial Convertible Notes (under the fair value option) of $27,767,399 at the date of the amendment, the Company recorded a gain on extinguishment associated with the amendment of $8,711,559, which is included as a component of other income (expense) in the consolidated statements of operations during the year ended January 31, 2021.

Simple Agreement for Future Equity

In October 2019, the Company entered into a simple agreement for future equity (“SAFE”) agreement with an investor in exchange for $1,500,000 in cash proceeds. The SAFE accrues dividends at a rate of 6.0% per annum while outstanding.

The SAFE principal and accrued interest are automatically convertible upon an equity financing event at a conversion price per share equal to the lesser of (i) an amount equal to 80% of the lowest price per share

paid by other investors for the preferred stock sold in the equity financing and (ii) the price obtained by dividing $300,000,000 by the number of fully diluted shares outstanding immediately prior to the equity financing. In addition, the SAFE is optionally convertible upon

a non-equity

financing event under the same conversion terms as described above. The SAFE holder can also elect to receive a cash payment upon a change of control or initial public offering event and would be paid out its initial investment plus accrued dividends in the event of a liquidation of the Company.

The Company has elected the fair value option to account for the Convertible Notes and SAFE, with changes in fair value recorded through the Company’s consolidated statements of operations as other income (expense), net in each report period.

The Company utilized an income approach valuation model to estimate the fair value of the SAFE as of its issuance date and as of January 31, 2020. The valuation model captures the expected settlement value of the SAFE based on the Company’s assumption that an equity financing event occurring in February 2020 is the most likely settlement event. The estimated settlement value of the SAFE has been discounted back to present value as of each measurement date utilizing a discount rate of 10.0%.

As of January 31, 2020, the fair value and principal value of the SAFE was $1,882,397 and $1,500,000, respectively. The Company recorded a loss from the change in fair value of the SAFE of $382,397 during the year ended January 31, 2020. Based on the carrying value of the SAFE (under the fair value option) of $1,822,397 at the date of the amendment in connection with the Recapitalization transactions described in Note 9, the Company recorded a gain on extinguishment associated with the amendment of $691,867, which is included as a component of other income (expense) in the consolidated statements of operations during the year ended January 31, 2021.

February 2020 Convertible Notes

In February 2020, just prior to the Recapitalization and Series C Preferred Stock Financing (see Note 8), the Company entered into convertible promissory note arrangements pursuant to which the Company borrowed $2,200,000 (the “2020 Convertible Notes”).

The 2020 Convertible Notes accrued interest at 6.0% per annum on the outstanding principal balance, payable at maturity. The 2020 Convertible Notes were due and payable on the earlier of (i) when requested by a majority of the lenders on or after December 11, 2020, (ii) when, upon the occurrence of an event of default, such amounts are declared due and payable by the lenders or become automatically due and payable, or (iii) if not converted, upon a change of control. The 2020 Convertible Notes were not prepayable by the Company without the consent of a majority of the lenders.

The 2020 Convertible Notes principal and accrued interest were automatically convertible upon a qualified financing event into a number of shares issued in the qualified financing event, at the per share price paid by the other investors in the financing. In addition, the holders of the 2020 Convertible Notes would receive a number of shares of Class A Common Stock (as specified in each respective agreement), and the same warrant coverage, as applicable, as the other investors in the qualified financing.

The 2020 Convertible Notes principal and accrued interest were optionally convertible upon a change of control at a conversion price per share equal to 80% of the per share consideration to be received by the holders of the Company’s common stock upon such change of control. The lenders may have also elected to redeem the Initial Convertible Notes principal and accrued interest without premium or penalty upon the occurrence of a change of control.

Upon the occurrence of certain events of default as defined in the 2020 Convertible Notes, the 2020 Convertible Notes principal and accrued interest would automatically become due and payable or would become due and payable at the election of the lenders, without premium or penalty.

In February 2020, upon the consummation of the Series C Preferred Stock Financing (a qualified financing event), the 2020 Convertible Notes were automatically converted into 2,426,113 shares of Series C Preferred Stock, 2,036,617 shares of Class A Common Stock and 310,937 warrants to purchase Class A Common Stock. The Company accounted for the conversion of the 2020 Convertible notes as an extinguishment of the debt instruments. The Company estimated the fair value of the Series C Preferred Stock issued upon conversion to be $2,200,017, the fair value of the Class A Common Stock issued upon conversion to be $427,690, and the fair value of the warrants to purchase Class A Common Stock to be $62,187. Based on the carrying value of the 2020 Convertible Notes of $2,200,000 at the date of the extinguishment, the Company recorded a loss on extinguishment of $489,894, which is included as a component of other income (expense) in the consolidated statements of operations during the year ended January 31, 2021.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1I
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Common Stock

12 Months Ended

Dec. 31, 2021

Rigetti Holdings [Member]

Class of Stock [Line Items]

Common Stock

9.	COMMON STOCK

The Company’s certificate of incorporation, as amended in June 2020, authorized the Company to issue up to 140,830,491 shares of Class A Common Stock and 29,502,847 shares of Class B Common Stock.

The holders of shares of Class A Common Stock are entitled to one vote for each share of common stock held. The Class B Common Stock is

non-voting.

No shares of Class B Common Stock were issued and outstanding as of December 31, 2021 and January 31, 2021.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, and after payment to the holders of shares of Preferred Stock of their liquidation preferences, the holders of the common stock are entitled to the entire remaining assets of the Company on a pro rata basis.

As of December 31, 2021, the Company has reserved the following shares of common stock for issuance upon the conversion, exercise or vesting of the underlying instruments:


	Class A Common Stock		Class B Common Stock
Series C Preferred Stock		69,223,658		—
Series C-1 Preferred Stock		—		3,687,836
Common Stock Warrants		10,817,831		—
Stock-Based Awards - Options Outstanding		14,572,344		—
Stock-Based Awards - RSUs Outstanding		6,846,961		—
Stock-Based Awards - Options Available for Future Grant		4,954,141		—

Total		106,414,935		3,687,836

Forward Warrant Agreement

11 Months Ended

Dec. 31, 2021

Rigetti Holdings [Member]

Temporary Equity [Line Items]

Forward Warrant Agreement

11. FORWARD WARRANT AGREEMENT

In connection with the execution of the Merger Agreement in October 2021 (Note 1), Rigetti entered into a warrant subscription agreement (“Forward Warrant Agreement”) with a strategic partner for the purchase of a warrant for an aggregate purchase price (including amounts from exercise) of $10,000,000. The Forward Warrant Agreement provides for the issuance of a warrant for the purchase of an aggregate of 1,000,000 shares of Rigetti common stock at an exercise price of $0.0001. The purchase of the warrant is conditioned upon, among other things, the consummation of the Business Combination and the entry into a collaboration agreement between Rigetti and the strategic partner. The parties entered into the collaboration agreement in January 2022. (Note 16). The strategic partner is required to pay $5,000,000 to Rigetti no later than (i) the Closing and (ii) June 30, 2022, and upon such payment the warrant will vest and be exercisable by the strategic partner with respect to 500,000 shares of New Rigetti Common Stock pursuant to the terms of the warrant. The strategic partner is required to pay an additional $5,000,000 to Rigetti no later than the second anniversary of the date of the warrant subscription agreement, and upon such payment, the warrant will vest and be exercisable by the strategic partner with respect to the remaining 500,000 shares of New Rigetti Common Stock pursuant to the terms of the warrant.

The Company evaluated the Forward Purchase Agreement as a derivative liability in conjunction with the guidance of ASC 480, “Distinguishing Liabilities from Equity”. The Company calculated fair value of the Forward Purchase Agreement by using the Forward Contract Pricing methodology at inception and at the end of December 31, 2021. The fair value of the Forward Warrant Agreement was estimated based on the following key inputs and assumptions 1) Assumed holding period 2) Related risk free rate and 3) Likelihood of the outcome of the various contingencies outlined below. Based on these inputs and assumption, the Company calculated the fair value of the derivative liability to be $400,000 at inception and $230,000 at

December 31, 2021, respectively. The Company has included the derivative liability in other liabilities (current) in the accompanying consolidated balance sheet.


Key Valuation Assumptions
Holding period (in years)		0.50 - 1.13
Risk free rate		0.19% - 0.43%
Probability of occurring the contingency		50% - 100%
Underlying value per share		$10.29

Equity Plans

11 Months Ended

Dec. 31, 2021

Rigetti Computing, Inc [Member]

Disclosure Of Compensation Related Costs Share Based Payments

12.	EQUITY PLANS

Equity Incentive Plan

—In 2013, the Board of Directors adopted the Rigetti & Co., Inc. 2013 Equity Incentive Plan (the “Plan”), which provides for the grant of qualified incentive stock options and nonqualified stock options, restricted stock, restricted stock units or other awards to the Company’s employees, officers, directors, advisors, and outside consultants. The Plan currently allows for the issuance of up to 29,011,572 shares of the Company’s common stock. At December 31, 2021, there were 4,954,141 shares available for future grant under the Plan. The stock options awarded by the Company generally vest over a four-year period (unless such awards are immediately vested upon issuance); and expire 10 years from the date of grant.

In May 2020, the Board of Directors approved a reduction in the exercise price of eligible current employees’ outstanding options to purchase shares of the Company’s Common Stock (the “2020 Option Repricing”). The new exercise price per share for each repriced option was $0.214. All other terms set forth in original option agreements, including vesting schedules contained therein, remained unchanged. The Company determined that the 2020 Option Repricing resulted in $234,479 in incremental stock-based compensation expense, of which approximately $90,000 was immediately recognized related to options that had previously vested. The remainder of the incremental stock-based compensation expense will be recognized over the remaining requisite service period of the respective stock options.

A summary of activity related stock option grants to employees under the Plan as of December 31, 2021 and January 31, 2021, and changes during the years then ended is as follows:


	Number of Options			Weighted-Average Exercise Price		Average Remaining Contractual Term (In Years)
Outstanding - January 31, 2021		17,008,770		$	0.27		9.0
Granted		62,500		$	0.21
Exercised		(1,785,242	)	$	0.21
Forfeited		(713,684	)	$	0.21

Outstanding - December 31, 2021		14,572,344		$	0.28		8.1

Exercisable - December 31, 2021		7,797,387		$	0.31		7.9

The weighted-average grant date fair value of options granted during the 11 months ended December 31, 2021 and year ended January 31, 2021 was $2.70 and $0.09, respectively.

The intrinsic value of options outstanding and exercisable as of December 31, 2021 is $60,676,901 and $32,073,020, respectively. The intrinsic value of the options exercised during the 11 months ended December 31, 2021 is $5,775,751.

Stock-based compensation expense of $1,765,371 and $2,592,038 was recognized during the 11 months ended December 31, 2021 and year ended January 31, 2021, respectively, all of which relates to stock option awards. The Company recognized no income tax benefit in the consolidated statements of operations for stock-based compensation arrangements during the 11 months ended December 31, 2021 and year ended January 31, 2021.

Stock-Based Compensation Expense

—Stock-based compensation for the eleven months ended December 31, 2021 and year ended January 31, 2021, was as follows:


	11 Months Ended December 31,		Year Ended January 31,
	2021		2021
Research and development	$	975,136	$	894,141
Selling, general, and administrative expenses		790,235		1,697,897

Total stock-based compensation expense	$	1,765,371	$	2,592,038

As of December 31, 2021, there was $3,107,559 of unrecognized compensation cost related to

non-vested

stock options granted under the Plan, which is expected to be recognized over a weighted-average period of approximately 2.1 years.

During the 11 months ended December 31, 2021, the Company granted 6,859,461 restricted stock units. Prior to the 11 months ended December 31, 2021, the Company did not historically grant restricted stock units under the terms of the Plan. The fair value of the RSU’s granted for the 11 months period ended December 31, 2021 has been determined by the board of directors at each award grant date based upon the most recently completed third party valuation to be $2.87 for April 21, 2021 and for August 18, 2021 grants, and $4.44 for October 28, 2021 and November 4, 2021 grants, respectively. The RSU’s have a dual vesting condition whereby vesting monthly over four-year term so long as the employee retains their status with the Company. There is an additional liquidity-event vesting requirement that is defined as a change in control, a successful IPO or a successful merger with a SPAC. As no unit vest until such time a liquidity event occurs, no compensation expense has been recognized during the 11 months ended December 31, 2021. The expected unrecognized compensation expense related to the RSU’s totaled $21,228,628 as of December 31, 2021. The Company will record a cumulative

catch-up

upon consummation of the liquidity-event for the fair value of restricted stock vested and recognize the remaining amount over the remaining vesting term.

Fair Value of Common Stock and Options

— The fair value of each option award is estimated on the date of grant using the Black-Scholes

option-pricing

model that uses the assumptions noted in the table below. Expected volatility for the Company’s common stock was determined based on an average of the historical volatility of a peer group of similar public companies. The expected term of options granted was calculated using the simplified method, which represents the average of the contractual term of the option and the

weighted-average

vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free rate is based upon the U.S. Treasury yield curve in effect at the time of grant for the period equivalent to the expected life of the option.

In determining the exercise prices for options granted, the Company’s board of directors has considered the fair value of the common stock as of the grant date. The fair value of the common stock has been determined by the board of directors at each award grant date based upon a variety of factors, including the

results obtained from an independent third-party valuation, the Company’s financial position and historical financial performance, the status of technological developments within the Company’s products, the composition and ability of the current engineering and management team, an evaluation or benchmark of the Company’s competition, the current business climate in the marketplace, the illiquid nature of the common stock,

arm’s-length

sales of the Company’s capital stock (including redeemable convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event, among others.

The range of assumptions used in the Black-Scholes option-pricing model for options issued to employees during the 11 months ended December 31, 2021 and year ended January 31, 2021, are as follows:


	December 31,	January 31,
	2021	2021
Expected volatility	46.8%	41.2% - 43.1%
Weighted-average risk-free interest rate	1.07%	0.3% - 0.6%
Expected dividend yield	0%	0%
Expected term (in years)	6.1 years	5.0 - 6.3 years
Exercise price	$0.21	$ 0.21

Redeemable Convertible Prefered Stock

12 Months Ended

Dec. 31, 2021

Rigetti Holdings [Member]

Temporary Equity [Line Items]

Redeemable Convertible Preferred Stock

8.	REDEEMABLE CONVERTIBLE PREFERRED STOCK

Recapitalization and Series C Preferred Stock Financing

In February 2020, the Company completed a recapitalization of its previously outstanding Preferred Stock (the “Recapitalization”). In accordance with the terms detailed in the Series C Stock Purchase Agreement, all outstanding shares of Series

A-1,

A-2,

A-3,

A-4,

A-5,

B, and

B-2

Preferred Stock converted into shares of Class A Common Stock, at a ratio of one share of Class A Common Stock for every four shares of previously outstanding Preferred Stock. In total, 3,538,484 shares of Class A Common Stock were issued upon the conversion of the previously outstanding Preferred Stock.

Additionally, in February 2020, the Company completed the initial closing of the Series C Preferred Stock Financing round, with subsequent closings occurring in March, April and May 2020. In total, the Company issued 59,575,811 shares of Series C Preferred Stock in exchange for $54,022,876 in gross cash proceeds, as well as 9,647,847 shares of Series C Preferred Stock upon the conversion of the Convertible Notes and SAFE. The cash investors, in addition to the February 2020 Convertible Note holders, received warrants to purchase Class A Common Stock based on the number of shares of Series C Preferred Stock acquired. The Company also allocated approximately $1,236,600 in proceeds from the Series C Preferred Stock to the value of the warrants on a relative fair value basis (see Note 10).

In accordance with the terms of the recapitalization and Stock Purchase Agreement, the holders of the previously outstanding Preferred Stock that participated in the Series C Preferred Stock Financing were eligible to receive additional shares of Series

C-1

Preferred Stock, based on their total historical investments. In total, the holders of the previously outstanding Preferred Stock received 11,415,620 shares of Series

C-1

Preferred Stock based on their participation in the Series C Preferred Stock Financing, which was also considered as part of the recapitalization described above. In addition, 18,087,227 shares of Series

C-1

Preferred Stock were issued upon the conversion of the Convertible Notes and SAFE.

The Company accounted for the conversion of the previously outstanding Preferred Stock in exchange for the Class A Common Shares (and Series

C-1

Preferred Stock to the extent the investors participated in the Series C Preferred Stock Financing) as an extinguishment of the previously outstanding Preferred Stock. The carrying value of the previously outstanding Preferred Stock, less the fair value of the Series

C-1

Preferred Stock issued, was reclassified to additional paid in capital.

The holders of the redeemable convertible preferred stock (“Preferred Stock”) have various rights and preferences as described below:

Voting Rights

— Each share of Preferred Stock has voting rights equal to an equivalent number of shares of common stock into which it is convertible. As it is convertible into

non-voting

Class B Common Stock, the Series

C-1

Preferred Stock does not have any voting rights. The holders of the voting Preferred Stock votes together as one class with the Class A Common Stock, except as below:

The holders of the Series C Preferred Stock are entitled to elect, voting as a separate class, three members to the Company’s board of directors. The holders of the Class A Common Stock are entitled to elect, voting as a separate class, two members to the Company’s board of directors. The holders of the Series C Preferred Stock and Class A Common Stock are entitled to elect, voting together as a separate class on an

as-converted

basis, any remaining directors.

Dividends—

In any calendar year, the holders of the outstanding shares of Preferred Stock shall be entitled to receive dividends, when, as and if declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration of payment of any distribution of common stock in such calendar year. The holders of the outstanding shares of Series C Preferred Stock will have preference over the holders of Series

C-1

Preferred Stock in relation to any such dividend payments. The Dividend Rates for each class of Preferred Stock are $0.054408 per share for Series C Preferred Stock and $0.054408 per share for Series

C-1

Preferred Stock.

No distributions shall be made with respect to the common stock unless dividends on the Preferred Stock have been declared and paid or set aside for payment. The Preferred Stock dividend rights are not cumulative and do not accrue unless declared or paid.

As of December 31, 2021, no dividends have been declared or paid on the Company’s Preferred Stock.

Liquidation Preference

— In the event of any liquidation, dissolution, or

winding-up

of the Company, either voluntary or involuntary, the holders of the Series C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of the assets or funds of the Company to the holders of the Series

C-1

Preferred Stock and common stock, an amount equal to the greater of (i) the sum of (x) the liquidation preference per share for the Series C Preferred Stock and (y) all declared but unpaid dividends and (ii) such amount per share as would have been payable had all shares of Series C Preferred Stock been converted into shares of Class A Common Stock immediately prior to such liquidation event. The holders of the Series

C-1

Preferred Stock shall be entitled to receive, prior and in preference to any distribution of the assets or funds of the Company to the holders of the common stock, an amount equal to the greater of (i) the sum of (x) the liquidation preference per share for the Series

C-1

Preferred Stock and (y) all declared but unpaid dividends and (ii) such amount per share as would have been payable had all shares of Series

C-1

Preferred Stock been converted into shares of Class B Common Stock immediately prior to such liquidation event.

The liquidation preferences for each class of Preferred Stock are $0.906793 per share for Series C Preferred Stock, $0.906793 per share for Series

C-1

Preferred Stock, as adjusted for stock splits, stock dividends, business combinations, recapitalizations, and similar transactions.

If the Company has insufficient assets to permit payment of the liquidation preference in full to all holders of the Preferred Stock, then the assets of the Company shall be distributed ratably to the holders of Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive. After payment of the liquidation preference in full to the holders of Preferred Stock, the remaining assets of the Company shall be distributed ratably to the holders of the common stock.

Redemption

— The Preferred Stock is not mandatorily redeemable. The Preferred Stock may be redeemable upon the occurrence of certain deemed liquidation events, including (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including any stock acquisition, reorganization, merger, or consolidation, but excluding any sale of stock for capital raising purposes) other than a transaction where the holders of the voting securities of the Company retain a controlling interest after such transaction, or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company, unless waived by a majority of the holders of the Preferred Stock. The Preferred Stock redemption price would be equivalent to the liquidation preference described above.

Conversion—

Each share of Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share, into shares of either Class A Common Stock (for the Series C Preferred Stock) or Class B Common Stock (for the Series

C-1

Preferred Stock) as is determined by dividing the original issue price of the Preferred Stock by the conversion price in effect at the time of conversion for each such series of Preferred Stock. The original issue price and the conversion price per share for each class of Preferred Stock are $0.906793 per share for Series C Preferred Stock and $7.254344 per share for Series

C-1

Preferred Stock. As of December 31, 2021, the conversion ratio for the Series C Preferred Stock was

one-for-one

and for Series

C-1

Preferred Stock was

eight-for-one

Each share of Preferred Stock will automatically be converted into shares of either Class A Common Stock (for the Series C Preferred Stock) or Class B Common Stock (for the Series

C-1

Preferred Stock) at the then-effective conversion rate of such shares upon the earlier of (i) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock of the Company to the public with aggregate gross proceeds to the Company in excess of $

50,000,000

or (ii) the consent of holders of at least a majority of the then-outstanding shares of Preferred Stock, voting together as a single class on an

as-converted

basis.

Net Loss Per Share

11 Months Ended

Dec. 31, 2021

Rigetti Computing, Inc

Net Loss Per Share

13.	NET LOSS PER SHARE

The following table sets forth the computation of the basic and diluted net loss per share in relation to the Class A Common Stock:


	December 31,			January 31,
	2021			2021
Net Loss	$	(38,241,499	)	$	(26,127,496	)
Basic and diluted shares
Weighted-average Class A Common Stock outstanding		21,941,997			20,719,085
Loss per share for Class A Common Stock
— Basic	$	(1.74	)	$	(1.26	)
— Diluted	$	(1.74	)	$	(1.26	)

The number of shares outstanding underlying the potential dilutive Class A Common Stock at December 31, 2021 and January 31, 2021 were summarized as below:


	December 31,		January 31,
	2021		2021
Convertible Series C Preferred Stock		69,223,658		69,223,658
Common Stock Warrants		10,817,831		3,406,156
Stock Options		14,572,344		17,008,770
Restricted Stock Units		6,846,961		—

		101,460,794		89,638,584

The number of shares outstanding underlying the potential dilutive Class B Common Stock at December 31, 2021 and January 31, 2021 are as follows:


	December 31,		January 31,
	2021		2021
Convertible Series C-1 Preferred Stock		29,502,847		29,502,847

		29,502,847		29,502,847

As of December 31, 2021, no Class B Common Stock has been issued, however the Series

C-1

Preferred Stock shares are convertible into the Class B Common Stock in an

eight-for-one

ratio. The Series

C-1

Preferred Stock were issued in February, 2020. As of December 31, 2021, 29,502,847 shares of Series

C-1

Preferred Stock were outstanding and have been excluded from the dilutive net loss per share calculation since the effect would be anti-dilutive.

Income Taxes

11 Months Ended

Dec. 31, 2021

Rigetti Computing, Inc [Member]

Income Taxes

14.	INCOME TAXES

The following table presents domestic and foreign components of loss before income taxes for the 11 months ended December 31, 2021 and year ended January 31, 2021:


	December 31,			January 31,
	2021			2021
Domestic	$	(36,787,312	)	$	(25,222,388	)
Foreign		(1,454,187	)		(905,108	)

	$(38,241,499)			$(26,127,496)

The Company did not pay any income taxes for the 11 months ended December 31, 2021 and year ended January 31, 2021.

Significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2021 and January 31, 2021, are as follows:


	December 31,			January 31,
	2021			2021
Deferred Tax Assets:
Net operating loss carryforwards	$	46,552,853		$	38,650,103
Accruals and reserves		146,603			96,320
Stock-based compensation		744,300			278,581
Research and development credits		10,986			10,986
Intangible assets		32,324			35,516

Gross deferred assets		47,487,066			39,071,506
Valuation allowance		(46,066,606	)		(38,051,098	)

Net Deferred Tax Assets		1,420,460			1,020,408
Deferred Tax Liabilities:
Property and equipment	$	(1,420,460	)	$	(1,020,408	)

Total Deferred Tax Liabilities		(1,420,460	)		(1,020,408	)

Total Net Deferred Tax Assets	$	—		$	—

The effective tax rate differs from the statutory rate, primarily due to the Company’s history of incurring losses, which have not been benefited, the foreign rate differential related to subsidiary earnings, and other permanent differences.


	11 Months Ended December 31, 2021			Year Ended January 31, 2021
Component	Rate Impact			Rate Impact
Total pre-tax book income		21	%		22	%
State and local income taxes		0	%		0	%
Permanent differences		-1	%		-2	%
Rate differential		0	%		0	%
Return to provision true up		1	%		-11	%
Change in valuation allowance		-21	%		-9	%

Total:		0	%		0	%

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net U.S. federal and state deferred tax assets have been fully offset by a valuation allowance. The net change in the total valuation allowance was an increase of approximately $8,015,508 and $2,339,894 for the 11 months ended December 31, 2021 and year ended January 31, 2021.

As of December 31, 2021, the Company had net operating loss carryforwards for federal income tax purposes of $190,992,096, which expire beginning in the year 2033, and federal research and development tax credits of $2,328,063, which expire beginning in the year 2035. There are $149,489,810 of indefinite-lived federal net operating loss carryforwards, which are included in the total federal net operating loss carryforwards as of December 31, 2021.

As of December 31, 2021, the Company had net operating loss carryforwards for state income tax purposes of $85,770,366, which expire beginning in the year 2033, and state research and development tax credits of $2,344,146, which do not expire.

Utilization of the net operating losses and credits may be subject to substantial annual limitation due to federal and state ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating losses and credits before their utilization. The Company has not performed a Section 382 analysis to determine if a change occurred and whether the use of net operating loss carryforwards and credits carryforwards will be limited to offset future taxable income. For financial statement purposes, the Company has included the federal and state net operating losses and credits in the deferred tax assets with a full valuation allowance.

As of December 31, 2021, the Company had unrecognized tax benefits of $4,672,209 related to U.S. federal and state research and development credits. No amount of unrecognized tax benefits would affect the effective tax rate because any tax benefits that, if recognized, would result in adjustments to a related deferred tax asset that are offset by a valuation allowance.


Beginning balance at February 1, 2021	$	4,672,209
Current year increase(decrease)		—
Prior year adjustment - increase(decrease)		—

Ending balance at December 31, 2021	$	4,672,209

The Company files U.S. federal income tax returns as well as income tax returns in California, Australia, Canada, and the United Kingdom. As of December 31, 2021, the tax years 2013 through the current period remain open to examination by the major jurisdictions in which the Company is subject to tax. Fiscal years outside the normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in those early years, which have been carried forward and may be audited in subsequent years when utilized. The Company is not currently subject to U.S. federal, state, or non-U.S. income tax examinations by any tax authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

Segments

11 Months Ended

Dec. 31, 2021

Rigetti Holdings Inc

Segments

15.

SEGMENTS

The following table presents a summary of revenue by geography for the 11 months ended December 31, 2021 and year ended January 31, 2021:


	11 Months Ended December 31,		Year Ended January 31,
	2021		2021
United States	$	5,826,004	$	5,108,847
United Kingdom		2,370,302		412,747
Australia		—		21,004

	$	8,196,306	$	5,542,598

Revenues from external customers are attributed to individual countries based on the physical location in which the services are provided or the particular customer location with whom the Company has contracted.

During the 11 months ended December 31, 2021, 71% of revenues were derived from customers in the United States and 29% of revenues were derived from customers in United Kingdom. During the year ended January 31, 2021, 92% of revenues were derived from customers in the United States, 7% of revenues were derived from customers in United Kingdom, and less than 1% of revenues were derived from customers in Australia.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Subsequent Events

11 Months Ended

12 Months Ended

Dec. 31, 2021

Subsequent Events

Note 10 - Subsequent Events

Management has evaluated subsequent events and transactions that occurred through the date the consolidated financial statements were issued. Other than disclosed above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Rigetti Holdings Inc

Subsequent Events

16.	SUBSEQUENT EVENTS

The Company has evaluated subsequent events occurring between the most recent balance sheet date and March 7, 2022, the date through which these financial statements were available to be issued.

Debt Financing

—In January 2022, the Company entered into the third amendment of the Loan Agreement to increase the debt commitment to $32.0 million. The amendment allows the Company to draw an additional $5.0 million immediately with an additional $8.0 million to be drawn at the sole discretion of the note holder. The Company drew the additional $5.0 million upon signing the amendment.

Other modifications per the amendment included: 1) Extension of Equity Milestone to raise capital of at least $75.0 million from February 1 to April 1, 2022; and 2) Defined Exit Fee percentage for the additional $5.0 million commitment be 20% of any amount advanced under the amendment. In conjunction with the amendment, Rigetti Holdings, Inc. also guaranteed Rigetti & Co, LLC’s payment of all monetary amounts owed and performance of all covenants, obligations and liabilities.

Equity Plan

—On January 25, 2022, Rigetti granted 4,963,065 RSUs to officers and executives of the company, half of which vest over a period of 12 months and the other half vest over a period of 48 months from the date of grant.

Collaboration Agreement

—In connection with the Forward Warrant Agreement (Note 11), the Company entered into a collaboration agreement (“Collaboration Agreement”) effective as of January 13, 2022 with its strategic partner. Under the Collaboration Agreement, both parties will (i)collaborate to identify appropriate use cases and applications of interest to large cloud computing customers; (ii) develop an initial proof of concept (“PoC”) to allow internal and select joint customers to evaluate workloads under the defined use cases using the collaborative products; (iii) using the data gathered from the PoC, develop a joint go-to-market strategy and collaterals to showcase the benchmarks and value proposition of using the PoC to solve real-world problems in a novel manner;(iv) develop a commercially viable Quantum Simulator offering addressing use cases and applications to enable demonstrations thereof for such customers in calendar year 2022; and (v) take all such other efforts reasonably necessary to promote, market and monetize such Quantum Simulator offering for the benefit of both Parties.

Merger Closing

—On March 2, 2022, as contemplated by the Merger Agreement described in Note 1, Rigetti, Supernova and Supernova Partners Acquisition Company II consummated the Merger Agreement.

The related events that occurred in connection with the merger are summarized below:

•

On March 1, 2022, pursuant to the Merger Agreement, Supernova filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Supernova was domesticated and continues as a Delaware corporation, changing its name to “Rigetti Computing, Inc.”

•

As a result of and upon the effective time of the Domestication, among other things, (1) each then issued and outstanding Supernova Class A ordinary share converted automatically, on a

one-for-one

basis, into a share of New Rigetti Common Stock; (2) each then issued and outstanding Supernova Class B ordinary share converted automatically, on a

one-for-one

basis, into a share of New Rigetti Common Stock; (3) each then issued and outstanding warrant of Supernova converted automatically into a warrant to acquire one share of New Rigetti Common Stock (the “New Rigetti Warrants”) pursuant to the Warrant Agreement, dated March 1, 2021, between Supernova and American Stock Transfer & Trust Company, as warrant agent; and (4) each then issued and outstanding unit of Supernova (the “Supernova Units”) was separated and converted automatically into one share of New Rigetti Common Stock and

one-fourth

of one New Rigetti Warrant. No fractional shares were issued upon exercise of the New Rigetti.

•

On the Closing Date, pursuant to the Merger Agreement, New Rigetti consummated the merger transaction contemplated by the Merger Agreement, following approval at the Extraordinary General Meeting on February 28, 2022, whereby (i) the First Merger occurred and (ii) immediately following the consummation of the Fist Merger, the Second Merger occurred.

•

Immediately prior to the effective time of the First Merger, all shares of Legacy Rigetti Preferred Stock converted into shares of Legacy Rigetti Common Stock in accordance with the Amended and Restated Certificate of Incorporation of Legacy Rigetti (the “Legacy Rigetti Preferred Stock Conversion”).

•

Each share of Legacy Rigetti Common Stock (including Legacy Rigetti Common Stock resulting from the Legacy Rigetti Preferred Stock Conversion) that was issued and outstanding immediately prior to the First Merger was cancelled and converted into 78,959,579 shares of New Rigetti Common Stock.

•

Each warrant to purchase Legacy Rigetti Common Stock converted into a warrant to purchase shares of New Rigetti Common Stock subject to the same terms and conditions as were applicable to the original Legacy Rigetti warrants, and with an exercise price and number of shares of New Rigetti Common Stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement.

•

Each option to purchase Legacy Rigetti Common Stock converted Into An Option To Purchase Shares Of New Rigetti Common Stock Subject To The Same Terms And Conditions As Were Applicable To The Original Legacy Rigetti Options, And With An Exercise Price And Number Of Shares Of New Rigetti Common Stock Purchasable Based On The Exchange Ratio And Other Terms Contained In The Merger Agreement.

•

Each Restricted Share Of Legacy Rigetti Common Stock Was Exchanged For Restricted Shares Of New Rigetti Common Stock Subject To The Same Terms And Conditions As Were Applicable To The Original Legacy Restricted Shares, And With The Number Of Shares Of New Rigetti Common Stock Based On The Exchange Ratio And Other Terms Contained In The Merger Agreement.

•

Each Legacy Rigetti Restricted Stock Unit Award Converted Into A Restricted Stock Unit Award To Receive Shares Of New Rigetti Common Stock Subject To The Same Terms And Conditions As Were Applicable To The Original Legacy Restricted Stock Unit Awards, And With The Number Of Shares Of New Rigetti Common Stock To Which The Restricted Stock Unit Award Relates Based On The Exchange Ratio And Other Terms Contained In The Merger Agreement.

Other Related Events That Occurred In connection with the Business Combination are summarized below:

•

The issuance and sale of (i) 10,251,000 shares of New Rigetti Common Stock for a purchase price of $10.00 per share and (ii) 4,390,244 shares of New Rigetti Common Stock for a purchase price of $10.25 per share, generated aggregate gross proceeds of $147.5 million in PIPE Financing pursuant to the Subscription Agreements.

•

Pursuant to the Sponsor Support Agreement, at the Closing (i) 2,479,000 shares of New Rigetti Common Stock held by the Sponsor (the “Promote Sponsor Vesting Shares”) became subject to vesting and are considered unvested and will only vest if, during the five year period following the Closing, the volume weighted average price of New Rigetti Common Stock equals or exceeds $12.50 for any twenty trading days within a period of thirty consecutive trading days, and (ii) 580,273 shares of New Rigetti Common Stock held by the Sponsor (“Sponsor Redemption-Based Vesting Shares”) became subject to vesting and considered unvested and will only vest if, during the five year period following the Closing, the volume weighted average price of New Rigetti Common Stock equals or exceeds $15.00 for any twenty trading days within a period of thirty consecutive trading days (collectively, the Promote Sponsor Vesting Shares and Sponsor

Redemption-Based Vesting Shares, “Sponsor Earn Out Shares”). Any Sponsor Earn Out Shares that remain unvested after the fifth anniversary of the Closing will be forfeited.

•

In connection with the execution of the Merger Agreement, Legacy Rigetti entered into a warrant subscription agreement with a strategic partner, Ampere, for the purchase of a warrant for an aggregate purchase price (including amounts from exercise) of $10,000,000. At the Closing, the warrant agreement was assumed by New Rigetti as a result of the Mergers. The warrant provides for the purchase of an aggregate of 1,000,000 shares of New Rigetti Common Stock at an exercise price of $0.0001. Ampere is required to pay $5.0 million no later than (i) the Closing or (ii) June 30, 2022, and upon such payment the warrant will vest and be exercisable by Ampere with respect to 500,000 shares of New Rigetti Common Stock pursuant to the terms of the warrant. No such purchase or payment has been made as of the Closing Date regarding this first $5.0 million. Ampere is required to pay an additional $5.0 million no later than the second anniversary of the date of the warrant subscription agreement, and upon such payment, the warrant will vest and be exercisable by Ampere with respect to the remaining 500,000 shares of New Rigetti Common Stock pursuant to the terms of the warrant.

Summary of Significant Accounting Policies (Policies)

11 Months Ended

12 Months Ended

Dec. 31, 2021

Basis of Presentation

Emerging Growth Company

non-emerging

Use of Estimates

Derivative Warrant Liabilities

re-assessed

at the end of each reporting period.

simulation

model.

non-current

as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

more-likely-than-not

Net Income (Loss) Per Ordinary Share

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares:


	For the Year Ended December 31, 2021						For the Period from December 22, 2020 (inception) through December 31, 2020
	Class A			Class B			Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss - basic and diluted	$	(17,899,119	)	$	(5,270,981	)	$	—	$	(14,691	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		28,639,726			8,433,904			—		7,500,000
Diluted weighted average ordinary shares outstanding		28,639,726			8,625,000			—		7,500,000

Basic and diluted net loss per ordinary share	$	(0.62	)	$	(0.62	)	$	—	$	(0.00	)

Diluted net loss per ordinary share	$	(0.62	)	$	(0.62	)	$	—	$	(0.00	)

Concentration of Credit Risk

Cash and Cash Equivalents

Investments Held in the Trust Account

Fair Value of Financial Instruments

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Offering Costs Associated with the Initial Public Offering

non-operating

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

Under ASC

480-10-S99,

paid-in

capital (to the extent available) and accumulated deficit.

Share-based Compensation

Founders Shares.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06,

Debt-Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU

2020-06”),

2020-06

on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Rigetti Computing, Inc

Basis of Presentation

—The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US “GAAP”).

Emerging Growth Company

the requirements that apply to

non-emerging

Use of Estimates

Principals of Consolidation

—The consolidated financial statements include the accounts of Rigetti and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

—Certain amounts reported previously have been reclassified to conform to the current year presentation, with no effect on stockholders’ equity or net loss as previously presented.

Deferred Offering Costs

—The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with

in-process

probable equity financings as other assets until such financings are consummated. After consummation of an

in-process

probable equity financing, these costs are recorded in stockholders’ equity as a reduction of additional

paid-in

Deferred Financing Costs

Segments

—

segment.

Comprehensive Loss

— Comprehensive loss consists of net loss and changes in equity during a period from transactions and other equity and circumstances generated from

non-owner

Cash and Restricted Cash

The following table provides a reconciliation of cash and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows:


	December 31,		January 31,
	2021		2021
Cash		11,728,516		22,202,388
Restricted cash		317,134		317,134

Total cash and restricted cash	$	12,045,650	$	22,519,522

Prepaid expenses and other current assets

—Prepaid expenses and other current assets include prepaid software, prepaid insurance, other prepaid expenses, all of which are expected to be recognized or realized within the next 12 months.

Accounts Receivable

year-end

Property and Equipment, Net

operations.

Goodwill

Derivative Warrant Liabilities

Company’s consolidated statement of operations. Derivative warrant liabilities are classified as

non-current

as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Revenue Recognition

—The Company recognizes revenue in accordance with Accounting Standards Update

No. 2014-09,

Revenue from Contracts with Customers (Topic 606)

and accounts for certain contract costs in accordance with FASB’s Accounting Standards Codification (“ASC”)

340-40,

Other Assets and Deferred Costs—Contracts with Customers.

The Company recognizes revenue from contracts with customers by applying the following five-step model:

•

Identify the contract with a customer

•

Identify the performance obligations in the contract

•

Determine the transaction price

•

Allocate the transaction price to the performance obligations in the contract

•

Recognize revenue when (or as) performance obligations are satisfied

Development contracts are generally multi-year,

non-recurring

Costs of Obtaining and Fulfilling Contracts

Cost of Revenue

Research and Development

General and Administrative

Sales and Marketing

Sales and Marketing—

Capitalized Software

—

The Company capitalizes the costs to develop its

internal-use

Impairment of Long-Lived Assets

Impairment

of Long-Lived Assets—

been recorded.

Income Taxes

The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense.

Net Income (Loss) Per Ordinary Share

Net income (loss) per share:

The Company has Class A Common Stock outstanding and no shares of Class B Common Stock outstanding. However, the Company’s Convertible Series

C-1

The Company uses the

two-class

method to calculate the diluted net income (loss) per share for each class of Common Stock. The

two-class

method determines net income (loss) per share for each class of Common Stock according to dividends declared or accumulated and participation rights in undistributed earnings. The

two-class

C-1

Stock-Based Compensation

awards.

Concentration of Credit Risk

Concentrations of Credit Risk

Customers accounting for 10% or more of the Company’s revenue during the 11 months ended December 31, 2021 and year ended January 31, 2021 were:


	December 31,			January 31,
Customer	2021			2021
Customer A		29	%		*
Customer B		20	%		32	%
Customer C		17	%		15	%
Customer D		16	%		*
Customer E		15	%		31	%

*	Customer accounted for less than 10% of revenue in the respective year

All revenues derived from major customers noted above are included in the United States region in Note 15.

Employee Benefit Plan

—The Company sponsors a qualified 401(k) defined contribution plan covering eligible employees. Participants may contribute a portion of their annual compensation limited to a

maximum annual amount set by Internal Revenue Service. There were no employer contributions under this plan during the 11 months ended December 31, 2021 and year ended January 31, 2021.

Fair Value Measurements

Fair Value Measurements—

2021 Transition Period Comparative Data

The following table presents certain financial information for the 11 months ended December 31, 2021 and 2020, for comparability purposes.


	11 Months Ended December 31,
	2021			2020
				(Unaudited)
Revenue	$	8,196,306		$	5,105,824
Cost of revenue		1,623,336			1,344,916

Total gross profit		6,572,970			3,760,908
Operating expenses:
Research and development		26,927,599			22,843,637
General and administrative		11,299,068			10,613,190
Sales and marketing		2,474,968			1,947,447

Total operating expenses		40,701,635			35,404,274

Loss from operations		(34,128,665	)		(31,643,366	)

Other income (expense), net:
Gain on extinguishment of debt		—			8,913,532
Change in fair value of warrant liability		(1,664,133	)		—
Interest expense		(2,465,135	)		(51,666	)
Interest Income		9,852			58,644
Other income		6,582			71,737

Total other income (expense), net		(4,112,834	)		8,992,247
Net loss before provision for income taxes
Provision for income taxes

Net loss	$	(38,241,499	)	$	(22,651,119	)

Net loss per share attribute to common stockholders—basic and diluted	$	(1.74)		$	(1.09)
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted		21,941,997			20,687,611

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

— In April 2019, the FASB issued ASU

2019-04, Codification

Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. ASU

No. 2019-04

2016-13,

the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in Update

2016-13.

The amendments related to ASC 326 are effective for the Company as of February 1, 2023. The adoption of the ASU is not expected to have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842)

. This ASU requires recognition of a lease asset and lease liability for all leases with a term of greater than 12 months regardless of their classification. In May 2020, the FASB issued ASU

2020-05

which defers the effective date of ASU

2016-02

In June 2016, the FASB issued ASU No.

2016-13,

Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

. The FASB subsequently issued amendments to ASU

2016-13,

available-for-sale

debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases.

In December 2019, the FASB issued ASU

2019-12, Income

Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU

2019-12

is not expected to have a significant impact on the Entity’s consolidated financial statements.

In August 2020, the FASB issued ASU

2020-06, Debt—Debt

with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

2020-06

In May 2021, the FASB issued

ASU

2021-04,

‘Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic

470-50),

Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—

Contracts in Entity’s Own Equity (Subtopic

815-40):

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.

2021-04

Summary of Significant Accounting Policies (Tables)

11 Months Ended

Dec. 31, 2021

Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Shares

Customers accounting for 10% or more of the Company’s revenue during the 11 months ended December 31, 2021 and year ended January 31, 2021 were:


	December 31,			January 31,
Customer	2021			2021
Customer A		29	%		*
Customer B		20	%		32	%
Customer C		17	%		15	%
Customer D		16	%		*
Customer E		15	%		31	%

*	Customer accounted for less than 10% of revenue in the respective year

Rigetti Computing, Inc [Member]

Cash, Cash Equivalents and Investments

The following table provides a reconciliation of cash and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows:


	December 31,		January 31,
	2021		2021
Cash		11,728,516		22,202,388
Restricted cash		317,134		317,134

Total cash and restricted cash	$	12,045,650	$	22,519,522

Schedule of Transition Period Comparative Data

The following table presents certain financial information for the 11 months ended December 31, 2021 and 2020, for comparability purposes.


	11 Months Ended December 31,
	2021			2020
				(Unaudited)
Revenue	$	8,196,306		$	5,105,824
Cost of revenue		1,623,336			1,344,916

Total gross profit		6,572,970			3,760,908
Operating expenses:
Research and development		26,927,599			22,843,637
General and administrative		11,299,068			10,613,190
Sales and marketing		2,474,968			1,947,447

Total operating expenses		40,701,635			35,404,274

Loss from operations		(34,128,665	)		(31,643,366	)

Other income (expense), net:
Gain on extinguishment of debt		—			8,913,532
Change in fair value of warrant liability		(1,664,133	)		—
Interest expense		(2,465,135	)		(51,666	)
Interest Income		9,852			58,644
Other income		6,582			71,737

Total other income (expense), net		(4,112,834	)		8,992,247
Net loss before provision for income taxes
Provision for income taxes

Net loss	$	(38,241,499	)	$	(22,651,119	)

Net loss per share attribute to common stockholders—basic and diluted	$	(1.74)		$	(1.09)
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted		21,941,997			20,687,611

Revenue Recognition (Tables) - Rigetti Holdings Inc [Member]

11 Months Ended

Dec. 31, 2021

Disaggregation of Revenue [Line Items]

Summary of Disaggregation of Revenue

The following tables depict the disaggregation of revenue according to the type of good or service and timing of transfer of goods or services:


	11 Months Ended		Year Ended
	December 31,		January 31,
	2021		2021
Type of Goods or Service
Collaborative research and other professional services	$	5,849,267	$	2,919,507
Access to quantum computing systems		2,347,039		2,380,091
Quantum computing components		—		243,000

	$	8,196,306	$	5,542,598

Timing of Revenue Recognition
Revenue recognized at a point in time	$	—	$	243,000
Revenue recognized over time		8,196,306		5,299,598

	$	8,196,306	$	5,542,598

Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable

Selected consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of December 31, 2021 and January 31, 2021 were as follows:


	December 31,			January 31,
	2021			2021
Trade receivables, net	$	961,370		$	327,301
Unbilled receivables	$	581,170		$	152,073
Deferred revenue - current	$	(984,976	)	$	(491,827	)

Summary of Change in Contract with Customer, Asset and Liability

Changes in deferred revenue from contracts with customers were as follows:


	11 Months Ended			Year Ended
	December 31,			January 31,
	2021			2021
Balance at beginning of period	$	(491,827	)	$	(2,151,683	)
Deferral of revenue		(904,502	)		(364,545	)
Recognition of deferred revenue		411,353			2,024,401

Balance at end of period	$	(984,976	)	$	(491,827	)

Class A Ordinary Shares Subject to Possible Redemption (Tables)

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Schedule of Reconciliation of Consolidated Balance Sheet

As of December 31, 2021, Class A ordinary shares reflected on the consolidated balance sheet is reconciled on the following table:


Gross proceeds	$	345,000,000
Less:
Amount allocated to Public Warrants		(8,711,250	)
Class A ordinary shares issuance costs		(19,011,139	)
Plus:
Accretion of carrying value to redemption value		27,722,389

Class A ordinary shares subject to possible redemption	$	345,000,000

Fair Value Measurements (Tables)

11 Months Ended

12 Months Ended

Dec. 31, 2021

Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - money market fund	$	345,019,271	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public warrants	$	20,441,250	$	—	$	—
Derivative warrant liabilities - Private placement warrants	$	—	$	—	$	10,546,500

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates for the warrants:


	December 31, 2021			Initial Measurement
Exercise price	$	11.50		$	11.50
Stock price	$	10.29		$	9.75
Volatility		29.9	%		16.0	%
Term (years)		5.16			5.33
Risk-free rate		1.28	%		0.94	%

Change in Fair Value of Derivative Liabilities

The change in the fair value of the derivative liabilities utilizing Level 3 measurements for the year ended December 31, 2021, is summarized as follows:


Derivative liabilities as of January 1, 2021	$	—
Issuance of Public Warrants - Level 3		8,711,250
Issuance of Private Warrants - Level 3		4,494,500
Change in fair value of derivative liabilities - Level 3		6,397,000
Transfer of Public Warrants to Level 1 Measurement		(9,056,250	)

Derivative liabilities as of December 31, 2021 - Level 3	$	10,546,500

Rigetti Computing, Inc [Member]

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

Significant inputs into the respective models at the initial recognition of the liability and December 31, 2021, respectively are as follows:


Valuation Assumption - Common Stock Warrants	Initial Recognition			December 31, 2021
Stock price	$	2.87		$	4.44
Strike price	$	0.21		$	0.21
Volatility (annual)		51.90	%		105.10	%
Risk-free rate		1.65	%		1.51	%
Estimated time to expiration (years)		10			9
Dividend yield		0.00	%		0.00	%

Change in Fair Value of Derivative Liabilities

A summary of the changes in the fair value of the Company’s Level 3 financial instruments as of December 31, 2021 and January 31, 2021 are as follows:


	Convertible Notes			Simple agreement for future equity			Derivative Warrant Liabilities		Forward Warrant Agreement
Balance - January 31, 2020	$	26,892,459		$	1,882,397		$	—	$	—
Issuances		—			—			—		—
Settlement		(26,892,459	)		(1,882,397	)		—		—
Loss on change in fair value		—			—			—		—

Balance - January 31, 2021	$	—		$	—		$	—	$	—

Issuances	$	—		$	—		$	2,690,574	$	400,000
Settlement		—			—			—		—
Loss (gain) on change in fair value		—			—			1,664,133		(170,000	)

Balance - December 31, 2021	$	—		$	—		$	4,354,707	$	230,000

Summary of Fair Value Measurements Of Financial Assets And Liabilities

The fair value measurements of financial assets and liabilities that are measured at fair value at December 31, 2021 are as follows:


	Fair Value Hierarchy
	Level 1		Level 2		Level 3
At December 31, 2021
Liabilities:
Derivative warrant liabilities	$	—	$	—	$	4,354,707
Forward warrant agreement		—		—		230,000
Debt - net of current portion		—				—

Total Liabilities	$	—	$	—	$	4,584,707

Equity Plans - (Tables) - Rigetti Computing, Inc [Member]

11 Months Ended

Dec. 31, 2021

Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Intrinsic Value [Table Text Block]

A summary of activity related stock option grants to employees under the Plan as of December 31, 2021 and January 31, 2021, and changes during the years then ended is as follows:


	Number of Options			Weighted-Average Exercise Price		Average Remaining Contractual Term (In Years)
Outstanding - January 31, 2021		17,008,770		$	0.27		9.0
Granted		62,500		$	0.21
Exercised		(1,785,242	)	$	0.21
Forfeited		(713,684	)	$	0.21

Outstanding - December 31, 2021		14,572,344		$	0.28		8.1

Exercisable - December 31, 2021		7,797,387		$	0.31		7.9

Schedule Of Employee Service Share Based Compensation Allocation Of Recognized Period Costs

Stock-Based Compensation Expense

—Stock-based compensation for the eleven months ended December 31, 2021 and year ended January 31, 2021, was as follows:


	11 Months Ended December 31,		Year Ended January 31,
	2021		2021
Research and development	$	975,136	$	894,141
Selling, general, and administrative expenses		790,235		1,697,897

Total stock-based compensation expense	$	1,765,371	$	2,592,038

Schedule Of Share Based Payment Award Stock Options Valuation Assumptions

The range of assumptions used in the Black-Scholes option-pricing model for options issued to employees during the 11 months ended December 31, 2021 and year ended January 31, 2021, are as follows:


	December 31,	January 31,
	2021	2021
Expected volatility	46.8%	41.2% - 43.1%
Weighted-average risk-free interest rate	1.07%	0.3% - 0.6%
Expected dividend yield	0%	0%
Expected term (in years)	6.1 years	5.0 - 6.3 years
Exercise price	$0.21	$ 0.21

Supplemental Financial Statements Information (Tables) - Rigetti Computing, Inc [Member]

11 Months Ended

Dec. 31, 2021

Summary Of Property, Plant and Equipment

Property and equipment as of December 31, 2021 and January 31, 2021 are composed of the following:


	December 31,			January 31,
	2021			2021
Quantum computing fridges	$	17,189,904		$	14,251,579
Process equipment		16,169,598			12,747,756
Leasehold improvements		4,296,620			4,077,646
IT hardware		2,427,681			1,999,082
Furniture and other assets		1,246,068			1,246,067

Total property and equipment	$	41,329,871		$	34,322,130
Less: Accumulated depreciation and amortization		(18,832,387	)		(14,181,258	)

Property and equipment - net	$	22,497,484		$	20,140,872

Schedule of Accounts Payable and Accrued Liabilities

Accrued Expenses and Other Current Liabilities


	December 31,		January 31,
	2021		2021
Interest - notes payable	$	247,500	$	—
Other current liability - forward warrant agreement		230,000		—
Payroll and other payroll costs		962,399		739,893
Property and other taxes		570,852		451,545
Subscription Fee		555,832		—
Professional fees and other		820,699		411,861
Deferred offering costs		648,333		—

	$	4,035,615	$	1,603,299

Commitments And Contingencies (Tables)

11 Months Ended

Dec. 31, 2021

Rigetti Holdings [Member]

Summary of Future Minimum Lease Payments Under Non-Cancelable Operating Leases

Future minimum lease payments under

non-cancelable

operating leases as of December 31, 2021 are as follows:


Years Ending December 31,
2022	$	1,807,759
2023		901,316
2024		928,355
2025		956,206
2026		81,262

Total minimum future lease payments	$	4,674,898

Warrants (Tables)

11 Months Ended

12 Months Ended

Dec. 31, 2021

Class of Warrant or Right [Line Items]

Schedule Of Fair Value Of The Common Stock Warrant Liabilities Measured Using Black Scholes Approach

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates for the warrants:


	December 31, 2021			Initial Measurement
Exercise price	$	11.50		$	11.50
Stock price	$	10.29		$	9.75
Volatility		29.9	%		16.0	%
Term (years)		5.16			5.33
Risk-free rate		1.28	%		0.94	%

Rigetti Computing, Inc [Member]

Class of Warrant or Right [Line Items]

Schedule Of Common Stock Warrants

The Company did not have any Common stock warrants classified as liabilities as of January 31, 2021. See below for the December 31, 2021 balance summary:

Warrant Class

Issuance Date

Strike Price per

Expiration Date

Common Stock Warrants

995,099

May 18, 2021

0.214

May 18, 2031

Schedule Of Fair Value Of The Common Stock Warrant Liabilities Measured Using Black Scholes Approach

Significant inputs into the respective models at the initial recognition of the liability and December 31, 2021, respectively are as follows:


Valuation Assumption - Common Stock Warrants	Initial Recognition			December 31, 2021
Stock price	$	2.87		$	4.44
Strike price	$	0.21		$	0.21
Volatility (annual)		51.90	%		105.10	%
Risk-free rate		1.65	%		1.51	%
Estimated time to expiration (years)		10			9
Dividend yield		0.00	%		0.00	%

Summary of vesting status of the Customer Warrant

The vesting status of the Customer Warrant is as follows at December 31, 2021:


	December 31, 2021		January 31, 2021
Vested Customer warrants		1,362,461	1,021,845
Unvested Customer warrants		2,043,695	2,384,311

	3,406,156		3,406,156

Rigetti Computing, Inc [Member] | Warrants To Purchase Class A Common Stock [Member]

Class of Warrant or Right [Line Items]

Schedule Of Fair Value Of The Common Stock Warrant Liabilities Measured Using Black Scholes Approach


Valuation Assumptions	Initial Recognition
Stock Price	$	0.21
Strike Price	$	0.01
Volatility (annual)		51.50	%
Risk-free rate		1.55	%
Estimated time to expiration (years)		10
Dividend yield		0.00	%

Rigetti Computing, Inc [Member] | Customer Warrants [Member]

Class of Warrant or Right [Line Items]

Schedule Of Fair Value Of The Common Stock Warrant Liabilities Measured Using Black Scholes Approach


Valuation Assumptions	Initial Recognition
Stock Price	$	0.21
Strike Price	$	0.91
Volatility (annual)		45.00	%
Risk-free rate		1.29	%
Estimated time to expiration (years)		10
Dividend yield		0.00	%

Common Stock (Table)

12 Months Ended

Dec. 31, 2021

Rigetti Holdings [Member]

Class of Stock [Line Items]

Summary of Conversions of Stock

As of December 31, 2021, the Company has reserved the following shares of common stock for issuance upon the conversion, exercise or vesting of the underlying instruments:


	Class A Common Stock		Class B Common Stock
Series C Preferred Stock		69,223,658		—
Series C-1 Preferred Stock		—		3,687,836
Common Stock Warrants		10,817,831		—
Stock-Based Awards - Options Outstanding		14,572,344		—
Stock-Based Awards - RSUs Outstanding		6,846,961		—
Stock-Based Awards - Options Available for Future Grant		4,954,141		—

Total		106,414,935		3,687,836

Forward Warrant Agreement (Tables)

11 Months Ended

Dec. 31, 2021

Rigetti Holdings [Member]

Temporary Equity [Line Items]

Summary of Fair Value Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques

The Company has included the derivative liability in other liabilities (current) in the accompanying consolidated balance sheet.


Key Valuation Assumptions
Holding period (in years)		0.50 - 1.13
Risk free rate		0.19% - 0.43%
Probability of occurring the contingency		50% - 100%
Underlying value per share		$10.29

FINANCING ARRANGEMENTS (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Long term debt and the unamortized discount

The book value of debt approximates its fair value given its short-term maturity and variable interest rate. Long term debt and the unamortized discount balances are as follows:


	December 31, 2021
Outstanding principal amount - stated value	$	27,000,000
Add: Accrued final payment fee		121,585
Less: Unamortized deferred financing costs		(170,058	)
Less: Unamortized debt discount		(2,160,495	)

Total debt	$	24,791,032

Debt - current portion	$	1,290,538
Debt - net of current portion		23,500,494

Total debt	$	24,791,032

Scheduled principal payments on total outstanding debt

Scheduled principal payments on total outstanding debt, as of December 31, 2021, are as follows:


	Total
2022	$	1,290,538
2023		8,750,354
2024		11,084,382
2025		5,874,726

	$	27,000,000

Net Loss Per Share (Tables)

11 Months Ended

Dec. 31, 2021

Common Class B [Member]

Schedule of Antidilutive Securities Excluded From Computation of Earnings

The number of shares outstanding underlying the potential dilutive Class B Common Stock at December 31, 2021 and January 31, 2021 are as follows:


	December 31,		January 31,
	2021		2021
Convertible Series C-1 Preferred Stock		29,502,847		29,502,847

		29,502,847		29,502,847

Rigetti Computing, Inc

Schedule of Earnings Per Share Basic Aand Diluted

The following table sets forth the computation of the basic and diluted net loss per share in relation to the Class A Common Stock:


	December 31,			January 31,
	2021			2021
Net Loss	$	(38,241,499	)	$	(26,127,496	)
Basic and diluted shares
Weighted-average Class A Common Stock outstanding		21,941,997			20,719,085
Loss per share for Class A Common Stock
— Basic	$	(1.74	)	$	(1.26	)
— Diluted	$	(1.74	)	$	(1.26	)

Rigetti Computing, Inc | Common Class A [Member]

Schedule of Antidilutive Securities Excluded From Computation of Earnings

The number of shares outstanding underlying the potential dilutive Class A Common Stock at December 31, 2021 and January 31, 2021 were summarized as below:


	December 31,		January 31,
	2021		2021
Convertible Series C Preferred Stock		69,223,658		69,223,658
Common Stock Warrants		10,817,831		3,406,156
Stock Options		14,572,344		17,008,770
Restricted Stock Units		6,846,961		—

		101,460,794		89,638,584

Income Taxes (Tables) - Rigetti Computing, Inc [Member]

11 Months Ended

Dec. 31, 2021

Summary Of Domestic And Foreign Components Of Loss Before Income Taxes

The following table presents domestic and foreign components of loss before income taxes for the 11 months ended December 31, 2021 and year ended January 31, 2021:


	December 31,			January 31,
	2021			2021
Domestic	$	(36,787,312	)	$	(25,222,388	)
Foreign		(1,454,187	)		(905,108	)

	$(38,241,499)			$(26,127,496)

Summary Of Components Of Deferred Tax Assets And Liabilities

Significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2021 and January 31, 2021, are as follows:


	December 31,			January 31,
	2021			2021
Deferred Tax Assets:
Net operating loss carryforwards	$	46,552,853		$	38,650,103
Accruals and reserves		146,603			96,320
Stock-based compensation		744,300			278,581
Research and development credits		10,986			10,986
Intangible assets		32,324			35,516

Gross deferred assets		47,487,066			39,071,506
Valuation allowance		(46,066,606	)		(38,051,098	)

Net Deferred Tax Assets		1,420,460			1,020,408
Deferred Tax Liabilities:
Property and equipment	$	(1,420,460	)	$	(1,020,408	)

Total Deferred Tax Liabilities		(1,420,460	)		(1,020,408	)

Total Net Deferred Tax Assets	$	—		$	—

Summary Of Effective Income Tax Rate Reconciliation


	11 Months Ended December 31, 2021			Year Ended January 31, 2021
Component	Rate Impact			Rate Impact
Total pre-tax book income		21	%		22	%
State and local income taxes		0	%		0	%
Permanent differences		-1	%		-2	%
Rate differential		0	%		0	%
Return to provision true up		1	%		-11	%
Change in valuation allowance		-21	%		-9	%

Total:		0	%		0	%

Summary Of Unrecognized Tax Benefits Affecting The Effective Tax rate

No amount of unrecognized tax benefits would affect the effective tax rate because any tax benefits that, if recognized, would result in adjustments to a related deferred tax asset that are offset by a valuation allowance.


Beginning balance at February 1, 2021	$	4,672,209
Current year increase(decrease)		—
Prior year adjustment - increase(decrease)		—

Ending balance at December 31, 2021	$	4,672,209

Segments (Tables)

11 Months Ended

Dec. 31, 2021

Rigetti Holdings Inc

Summary of Revenue by Geography

The following table presents a summary of revenue by geography for the 11 months ended December 31, 2021 and year ended January 31, 2021:


	11 Months Ended December 31,		Year Ended January 31,
	2021		2021
United States	$	5,826,004	$	5,108,847
United Kingdom		2,370,302		412,747
Australia		—		21,004

	$	8,196,306	$	5,542,598

Description of Organization and Business Operations - Additional Information (Details) - USD ($)				12 Months Ended
	Dec. 23, 2021	Oct. 06, 2021	Mar. 04, 2021	Dec. 31, 2021	Dec. 31, 2020
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Proceeds received from initial public offering, gross				$ 345,000,000
Offering costs				$ 7,405,589
Exercise price of warrants				$ 11.50
Percentage of fair market value of acquisition required, of net assets held in Trust Account				80.00%
Minimum percentage of ownership required, post-transaction				50.00%
Percentage of restricted redeeming shares				15.00%
Business combination completion period from closing date of initial public offering				24 months
Maximum per share value of residual assets available for distribution				$ 10.00
Amount of quotient to divide the aggregate fully diluted common stock.		$ 10.00
Cash				$ 532,436	$ 0
Working Capital				3,400,000
Rigetti Holdings Inc \| Merger Agreement
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Aggregate equity consideration		$ 1,041,000,000
Maximum [Member]
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Interest to pay dissolution expenses				$ 100,000
Private Placement Warrants
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Number of warrants issued			4,450,000
Exercise price of warrants			$ 2.00
Proceeds from issuance of warrants			$ 8,900,000
Initial Public Offering
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Issuance of Class B ordinary shares to Sponsor, shares			34,500,000
Stock issue price			$ 10.00
Proceeds received from initial public offering, gross			$ 345,000,000.0
Offering costs			19,500,000
Payment of deferred underwriting commissions			12,100,000
Initial Public Offering \| Private Placement Warrants
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Stock issue price				$ 10.00
Assets held in trust			$ 345,000,000.0
Over-Allotment Option
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Issuance of Class B ordinary shares to Sponsor, shares			4,500,000
PIPE Subscription Agreements \| Merger Agreement \| PIPE Investors
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Stock issue price	$ 10.25	$ 10.00
Aggregate purchase price		$ 102,510,000
Proceeds From Issuance Of Common Stock	$ 45,000,000
Class A Ordinary Shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Offering costs				$ 19,011,139
Exercise price of warrants				$ 11.50
Temporary equity, shares subject to possible redemption price per share				10.00	$ 10.00
Class A Ordinary Shares \| Sponsor Support Agreement \| Merger Agreement
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Weighted average price of stock		$ 15.00
Vesting period		5 years
Class A Ordinary Shares \| Initial Public Offering
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Issuance of Class B ordinary shares to Sponsor, shares			34,500,000
Stock issue price			$ 10.00
Class A Ordinary Shares \| Over-Allotment Option
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Issuance of Class B ordinary shares to Sponsor, shares			4,500,000
Public Shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Temporary equity, shares subject to possible redemption price per share				$ 10.00
Maximum net tangible assets for business combination				$ 5,000,001
Redemption percentage of shares in case of not completing business combination within combination period				100.00%
Maximum net tangible assets requirement threshold		$ 5,000,001
Cash		$ 165,000,000
PIPE Shares \| PIPE Subscription Agreements \| Merger Agreement \| PIPE Investors
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Number of shares committed to purchase in private placement	4,390,244	10,251,000
Class B Ordinary Shares \| Sponsor Support Agreement \| Merger Agreement
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Sale of stock, shares of common stock issued		2,479,000
Weighted average price of stock		$ 12.50
Vesting period		5 years
Maximum number of additional shares will be unvested subject to forfeiture as of the closing.		1,000,000

Summary of Significant Accounting Policies - Additional Information (Details)			11 Months Ended	12 Months Ended
	Feb. 23, 2022 USD ($)	Jan. 31, 2021 USD ($) ReportingSegment shares	Dec. 31, 2021 USD ($) OperatingSegment ReportingSegment shares	Dec. 31, 2021 USD ($) shares	Jan. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares
Summary Of Significant Accounting Policies [Line Items]
Federal depository insurance coverage			$ 250,000	$ 250,000
Cash equivalents			0	0		$ 0
Stock-based compensation expense	$ 0
Unrecognized tax benefits			0	0		0
Unrecognized tax benefits, accrued for interest and penalties			$ 0	$ 0		$ 0
Rigetti Computing, Inc [Member]
Summary Of Significant Accounting Policies [Line Items]
Ordinary shares, issued \| shares		23,153,127	23,153,127	23,153,127	23,153,127
Ordinary shares, outstanding \| shares		21,071,085	21,071,085	21,071,085	21,071,085
Stock-based compensation expense			$ 1,765,371		$ 2,592,038
Unrecognized tax benefits		$ 4,672,209	$ 4,672,209	$ 4,672,209	4,672,209
Underwriter options exercised \| shares				1,785,242
Number of operating segments \| OperatingSegment			1
Number of reporting segments \| ReportingSegment			1
Deferred offering costs			$ 3,448,470	$ 3,448,470
Number of reporting unit \| ReportingSegment		1
Goodwill, impairment loss			$ 0		0
Capitalized contract cost, Judgment			The Company has elected to treat shipping and handling activities related to contracts with customers as fulfillment costs, and not as separate performance obligations, and accrues the related costs when the related revenue is recognized.
Revenue, Information used to allocate transaction price			the transaction price is allocated on a relative standalone selling price basis to each performance obligation. The Companytypically determines standalone selling price based on observable selling prices of its products and services. In instances where standalone selling price is not directly observable, standalone selling price is determined using information that may include market conditions and other observable inputs. Standalone selling price is typically established as a range. In situations in which the stated contract price for a performance obligation is outside of the applicable standalone selling price range and has a different pattern of transfer to the customer than the other performance obligations in the contract, the Company will reallocate the total transaction price to each performance obligation based on the relative standalone selling price of each.
Revenue, Information used to assess variable consideration constraint			is included only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
Revenue, Judgment			Judgment is required to determine the standalone selling price for each renewal option to determine whether the renewal pricing is reflective of standalone selling price or is reflective of a discount that would provide the customer with a material right.
Revenue, Performance obligation, Payment term		30 days
Revenue, Performance obligation, Description of returns and other similar obligations			The Company does not offer rights of return for its products and services in the normal course of business
Revenue, Performance obligation, Description of warranty				contracts generally do not include service-type warranties that provide any incremental service to the customer beyond providing assurance that the goods and services conform to applicable specifications or customer-specific or subjective acceptance provisions
Capitalized computer software, Net		$ 0	$ 0	$ 0	0
Impairment of long lived assets			$ 0		0
Recognized income tax positions measurement amount as a percentage of being realized			50.00%	50.00%
Rigetti Computing, Inc [Member] \| Series B Two Redeemable Convertible Preferred Stock [Member]
Summary Of Significant Accounting Policies [Line Items]
Defined contribution plan, Employer discretionary contribution amount					$ 0
Rigetti Computing, Inc [Member] \| Four Hundred And One K Defined Contribution Plan [Member]
Summary Of Significant Accounting Policies [Line Items]
Defined contribution plan, Employer discretionary contribution amount			$ 0
Rigetti Computing, Inc [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Three Customers [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration Risk, Percentage			99.00%
Rigetti Computing, Inc [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| One Customer [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration Risk, Percentage					87.00%
Rigetti Computing, Inc [Member] \| Customer Concentration Risk [Member] \| Revenue [Member] \| Three Customers [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration Risk, Percentage					78.00%
Rigetti Computing, Inc [Member] \| Customer Concentration Risk [Member] \| Revenue [Member] \| Five Customers [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration Risk, Percentage			97.00%
Rigetti Computing, Inc [Member] \| Minimum [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration Risk, Percentage			10.00%		10.00%
Rigetti Computing, Inc [Member] \| IT hardware [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, Estimated useful lives		three years
Rigetti Computing, Inc [Member] \| Quantum computing fridges [Member] \| Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, Estimated useful lives		ten years
Rigetti Computing, Inc [Member] \| Quantum computing fridges [Member] \| Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, Estimated useful lives		3 years
Rigetti Computing, Inc [Member] \| Process equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, Estimated useful lives		seven years
Rigetti Computing, Inc [Member] \| Furniture and Fixtures [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, Estimated useful lives		three years
ASU 2020-06
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]			true	true
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2021	Jan. 01, 2021
Change in accounting principle, accounting standards update, immaterial Effect [true false]			true	true
Initial Public Offering and Private Placement
Summary Of Significant Accounting Policies [Line Items]
Number of shares purchased in calculation of diluted loss per share \| shares				13,075,000
Class A Ordinary Shares
Summary Of Significant Accounting Policies [Line Items]
Ordinary shares subject to possible redemption \| shares				34,500,000
Ordinary shares, issued \| shares						0
Ordinary shares, outstanding \| shares			34,500,000	34,500,000		0
Class B Ordinary Shares
Summary Of Significant Accounting Policies [Line Items]
Ordinary shares, issued \| shares			8,625,000	8,625,000		8,625,000
Ordinary shares, outstanding \| shares			8,625,000	8,625,000		8,625,000
Class B Ordinary Shares \| Rigetti Computing, Inc [Member]
Summary Of Significant Accounting Policies [Line Items]
Ordinary shares, issued \| shares			0	0
Class B Ordinary Shares \| Over-Allotment Option
Summary Of Significant Accounting Policies [Line Items]
Underwriter options exercised \| shares				1,125,000

Summary Of Significant Accounting Policies Summary Of Cash Cash Equivalents And Short Term Investments (Detail) - Rigetti Computing, Inc - USD ($)	Dec. 31, 2021	Jan. 31, 2021
Cash	$ 11,728,516	$ 22,202,388
Restricted cash	317,134	317,134
Total cash and restricted cash	$ 12,045,650	$ 22,519,522

Summary of Significant Accounting Policies - Summary Of Earnings Per Share Basic And Diluted (Detail) - Revenue [Member] - Customer [Member] - Rigetti Computing, Inc	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Jan. 31, 2021
Customer A [Member]
Schedule of Transition Period Comparative Data line items [Line Items]
Concentration Risk, Percentage	29.00%
Customer B [Member]
Schedule of Transition Period Comparative Data line items [Line Items]
Concentration Risk, Percentage	20.00%	32.00%
Customer C [Member]
Schedule of Transition Period Comparative Data line items [Line Items]
Concentration Risk, Percentage	17.00%	15.00%
Customer D [Member]
Schedule of Transition Period Comparative Data line items [Line Items]
Concentration Risk, Percentage	16.00%
Customer E [Member]
Schedule of Transition Period Comparative Data line items [Line Items]
Concentration Risk, Percentage	15.00%	31.00%

Summary of Significant Accounting Policies - Schedule of the certain financial information (Detail) - USD ($)		11 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2021	Jan. 31, 2021
Operating expenses:
General and administrative	$ 14,691		$ 4,904,921
Loss from operations	(14,691)		(4,904,921)
Other income (expense), net:
Change in fair value of warrant liability	$ 0		(17,782,000)
Rigetti Computing, Inc [Member]
Schedule of Transition Period Comparative Data line items [Line Items]
Revenue		$ 8,196,306	5,542,598	$ 5,105,824
Cost of revenue		1,623,336	1,491,610	1,344,916
Total gross profit		6,572,970	4,050,988	3,760,908
Operating expenses:
Research and development		26,927,599	24,099,335	22,843,637
General and administrative		11,299,068	13,157,735	10,613,190
Sales and marketing		2,474,968	1,885,565	1,947,447
Total operating expenses		40,701,635	39,142,635	35,404,274
Loss from operations		(34,128,665)	(35,091,647)	(31,643,366)
Other income (expense), net:
Gain on extinguishment of debt		0	8,913,532	8,913,532
Change in fair value of warrant liability		(1,664,133)	0
Interest expense		(2,465,135)	(51,666)	(51,666)
Interest Income		9,852	60,154	58,644
Other income		6,582	42,131	71,737
Total other (expense) income, net		(4,112,834)	$ 8,964,151	8,992,247
Net loss		$ (38,241,499)		$ (22,651,119)
Net loss per share attribute to common stockholders—basic and diluted		$ (1.74)	$ (1.26)	$ (1.09)
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted		21,941,997	20,719,085	20,687,611

Revenue Recognition - Additional Information (Details) - Rigetti Holdings Inc [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 31, 2021
Disaggregation of Revenue [Line Items]
Capitalized contract cost, net			$ 0	$ 0
Subsequent Event [Member]
Disaggregation of Revenue [Line Items]
Estimated revenue related to performance obligations	$ 473,379	$ 4,107,806

Revenue Recognition - Summary of Disaggregation of Revenue (Details) - Rigetti Holdings Inc [Member] - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Jan. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 8,196,306	$ 5,542,598
Revenue recognized at a point in time [Member]
Disaggregation of Revenue [Line Items]
Revenue		243,000
Revenue recognized over time [Member]
Disaggregation of Revenue [Line Items]
Revenue	8,196,306	5,299,598
Collaborative research and other professional services [Member]
Disaggregation of Revenue [Line Items]
Revenue	5,849,267	2,919,507
Access to quantum computing systems [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 2,347,039	2,380,091
Quantum computing components [Member]
Disaggregation of Revenue [Line Items]
Revenue		$ 243,000

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue Recognition - Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - Rigetti Holdings Inc [Member] - USD ($)	Dec. 31, 2021	Jan. 31, 2021	Jan. 31, 2020
Capitalized Contract Cost [Line Items]
Trade receivables, net	$ 961,370	$ 327,301
Unbilled receivables	581,170	152,073
Deferred revenue - current	$ (984,976)	$ (491,827)	$ (2,151,683)

Revenue Recognition - Summary of Change in Contract with Customer, Asset and Liability (Details) - Rigetti Holdings Inc [Member] - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Jan. 31, 2021
Capitalized Contract Cost [Line Items]
Balance at beginning of period	$ (491,827)	$ (2,151,683)
Deferral of revenue	(904,502)	(364,545)
Recognition of deferred revenue	411,353	2,024,401
Balance at end of period	$ (984,976)	$ (491,827)

Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income Per Share for Each Class of Ordinary Shares (Details) - USD ($)			12 Months Ended
	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Basic and diluted net loss per ordinary share, Numerator
Allocation of net loss - basic and diluted	$ (14,691)	$ (14,691)	$ (23,170,100)
Class A Ordinary Shares
Basic and diluted net loss per ordinary share, Numerator
Allocation of net loss - basic and diluted			$ (17,899,119)
Basic and diluted net loss per ordinary share, Denominator
Basic and diluted weighted average ordinary shares outstanding		0	28,639,726
Diluted weighted average ordinary shares outstanding			28,639,726
Basic and diluted net loss per ordinary share		$ 0	$ (0.62)
Diluted net loss per ordinary share			$ (0.62)
Class B Ordinary Shares
Basic and diluted net loss per ordinary share, Numerator
Allocation of net loss - basic and diluted		$ (14,691)	$ (5,270,981)
Basic and diluted net loss per ordinary share, Denominator
Basic and diluted weighted average ordinary shares outstanding		7,500,000	8,433,904
Diluted weighted average ordinary shares outstanding		7,500,000	8,625,000
Basic and diluted net loss per ordinary share		$ 0.00	$ (0.62)
Diluted net loss per ordinary share		$ 0.00	$ (0.62)

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Initial Public Offering - Additional Information (Details) - USD ($)		12 Months Ended
	Mar. 04, 2021	Dec. 31, 2021
Subsidiary Sale Of Stock [Line Items]
Gross proceeds received from initial public offering		$ 345,000,000
Offering costs		$ 7,405,589
Description of public warrant		Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).
Exercise price of warrants		$ 11.50
Class A Ordinary Shares
Subsidiary Sale Of Stock [Line Items]
Offering costs		$ 19,011,139
Warrant exercisable number of shares		1
Exercise price of warrants		$ 11.50
Initial Public Offering
Subsidiary Sale Of Stock [Line Items]
Number of shares issued	34,500,000
Stock issue price	$ 10.00
Gross proceeds received from initial public offering	$ 345,000,000.0
Offering costs	19,500,000
Payment of deferred underwriting commissions	$ 12,100,000
Initial Public Offering \| Class A Ordinary Shares
Subsidiary Sale Of Stock [Line Items]
Number of shares issued	34,500,000
Stock issue price	$ 10.00
Over-Allotment Option
Subsidiary Sale Of Stock [Line Items]
Number of shares issued	4,500,000
Over-Allotment Option \| Class A Ordinary Shares
Subsidiary Sale Of Stock [Line Items]
Number of shares issued	4,500,000

Related Party Transactions - Additional Information (Details)								12 Months Ended
	Dec. 23, 2021 shares	Mar. 04, 2021 shares	Mar. 04, 2021 USD ($) shares	Mar. 01, 2021 shares	Jan. 14, 2021 shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 22, 2020 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares shares	Feb. 22, 2021 Director shares
Related Party Transaction [Line Items]
Issuance of common stock to Sponsor, value \| $						$ 25,000
Exercise price of warrants \| $ / shares								$ 11.50
Working Capital Loans
Related Party Transaction [Line Items]
Exercise price of warrants \| $ / shares								$ 2.00
Borrowing outstanding \| $						$ 0		$ 0
Working Capital Loans \| Warrants
Related Party Transaction [Line Items]
Debt conversion converted instrument amount \| $								$ 1,500,000
Over-Allotment Option
Related Party Transaction [Line Items]
Issuance of common stock to sponsor, shares		4,500,000
Private Placement Warrants
Related Party Transaction [Line Items]
Period to issue warrant after completion of initial business combination								30 days
Initial Public Offering
Related Party Transaction [Line Items]
Issuance of common stock to sponsor, shares		34,500,000
Founder
Related Party Transaction [Line Items]
Sale of stock, description of transaction								(i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup.
Founder \| Minimum [Member]
Related Party Transaction [Line Items]
Sale of stock, required price per share \| $ / shares								$ 12.00
Sponsor \| Private Placement Warrants
Related Party Transaction [Line Items]
Number of warrants issued								4,450,000
Warrants price \| $ / shares								$ 2.00
Proceeds from issuance of warrants \| $								$ 8,900,000
Exercise price of warrants \| $ / shares								$ 11.50
Sponsor \| Initial Public Offering \| Note
Related Party Transaction [Line Items]
Note payable - related party \| $			$ 275,000
Repaid of related party debt \| $			$ 275,000
Sponsor \| Initial Public Offering \| Maximum [Member] \| Note
Related Party Transaction [Line Items]
Debt face amount \| $							$ 300,000
Class B Ordinary Shares
Related Party Transaction [Line Items]
Ordinary shares, par value \| $ / shares						$ 0.0001		$ 0.0001
Ordinary shares, outstanding						8,625,000		8,625,000
Transferred common stock from sponsor to director nominees						8,625,000		8,625,000
Class B Ordinary Shares \| Over-Allotment Option
Related Party Transaction [Line Items]
Underwriter options exercised								1,125,000
Class B Ordinary Shares \| Founder
Related Party Transaction [Line Items]
Ordinary shares, outstanding				8,625,000	7,187,500
Share dividend				34,500
Ownership percentage on common stock issued and outstanding					20.00%
Class B Ordinary Shares \| Founder \| Over-Allotment Option
Related Party Transaction [Line Items]
Underwriter options exercised			1,125,000
Class B Ordinary Shares \| Founder \| Over-Allotment Option \| Maximum [Member]
Related Party Transaction [Line Items]
Shares forfeited					1,125,000
Class B Ordinary Shares \| Sponsor \| Founder
Related Party Transaction [Line Items]
Issuance of common stock to Sponsor, value \| $							$ 25,000
Issuance of common stock to sponsor, shares	5,750,000
Ordinary shares, par value \| $ / shares							$ 0.0001
Transferred common stock from sponsor to director nominees									28,750
Number of independent director nominees \| Director									5
Class A Ordinary Shares
Related Party Transaction [Line Items]
Ordinary shares, par value \| $ / shares						$ 0.0001		$ 0.0001
Ordinary shares, outstanding						0		34,500,000
Transferred common stock from sponsor to director nominees						0
Warrant exercisable number of shares								1
Exercise price of warrants \| $ / shares								$ 11.50
Class A Ordinary Shares \| Over-Allotment Option
Related Party Transaction [Line Items]
Issuance of common stock to sponsor, shares		4,500,000
Class A Ordinary Shares \| Initial Public Offering
Related Party Transaction [Line Items]
Issuance of common stock to sponsor, shares		34,500,000
Class A Ordinary Shares \| Sponsor \| Private Placement Warrants
Related Party Transaction [Line Items]
Warrant exercisable number of shares								1

Commitments And Contingencies - Summary Of Lessee Operating Lease Liability Maturity (Detail) - Rigetti Holdings [Member]	Dec. 31, 2021 USD ($)
2022	$ 1,807,759
2023	901,316
2024	928,355
2025	956,206
2026	81,262
Total minimum future lease payments	$ 4,674,898

Commitments and Contingencies - Additional Information (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Jan. 31, 2021
Period of underwriters option to purchase		45 days
Maximum additional units purchase to cover over allotments		4,500,000
Date of underwriter fully exercised over allotment option.		Mar. 04, 2021
Underwriting discount per unit	$ 0.20	$ 0.20
Payments for underwriting discount		$ 6,900,000
Deferred underwriting commission per unit	$ 0.35	$ 0.35
Deferred underwriting commissions	$ 12,075,000	$ 12,075,000
Contingent fees	500,000	500,000
Rigetti Holdings [Member]
Straight Line Rent Adjustments	1,500,147		$ 1,722,040
Deferred Rent Credit, Current	$ 349,629	$ 349,629	$ 381,300

Warrants - Additional Information (Details)		11 Months Ended	12 Months Ended
Warrants - Additional Information (Details)	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jan. 31, 2021 USD ($) $ / shares shares	Mar. 31, 2021 shares	Feb. 28, 2020 shares
Class Of Warrant Or Right [Line Items]
Warrants exercisable period after completion of business combination			30 days
Warrants outstanding \| shares	0
Exercise price of warrants \| $ / shares		$ 11.50	$ 11.50
Change in fair value of derivative warrant liabilities \| $	$ 0		$ 17,782,000
Adjustment to additional paid in capital warrants issued \| $			$ 4,405,500
Redemption of Warrants for Shares of Class A Ordinary Shares
Class Of Warrant Or Right [Line Items]
Redemption price per share \| $ / shares		10.00	$ 10.00
Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $18.00
Class Of Warrant Or Right [Line Items]
Exercise price of warrants \| $ / shares		0.01	$ 0.01
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price			180.00%
Redemption price per share \| $ / shares		18.00	$ 18.00
Minimum period prior written notice of redemption			30 days
Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00
Class Of Warrant Or Right [Line Items]
Exercise price of warrants \| $ / shares		0.10	$ 0.10
Redemption price per share \| $ / shares		10.00	$ 10.00
Minimum period prior written notice of redemption			30 days
Minimum [Member]
Class Of Warrant Or Right [Line Items]
Percentage of aggregate gross proceeds from issuances to overall equity proceeds			60.00%
Minimum [Member] \| Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00
Class Of Warrant Or Right [Line Items]
Warrants exercisable in connection with redemption feature per share \| $ / shares			$ 0.361
Class A Ordinary Shares
Class Of Warrant Or Right [Line Items]
Exercise price of warrants \| $ / shares		11.50	$ 11.50
Warrants expiration period after completion of business combination or earlier upon redemption or liquidation			5 years
Trading day period			10 days
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price			115.00%
Redemption price per share \| $ / shares	$ 10.00	$ 10.00	$ 10.00
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right \| shares		1	1
Ordinary shares, authorized \| shares	500,000,000	500,000,000	500,000,000
Class A Ordinary Shares \| Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $18.00
Class Of Warrant Or Right [Line Items]
Trading day period			30 days
Class A Ordinary Shares \| Maximum [Member]
Class Of Warrant Or Right [Line Items]
Initial business combination share price \| $ / shares		$ 9.20	$ 9.20
Public Warrants
Class Of Warrant Or Right [Line Items]
Warrants outstanding \| shares		8,625,000	8,625,000
Private Placement
Class Of Warrant Or Right [Line Items]
Warrants outstanding \| shares		4,450,000	4,450,000
Rigetti Computing, Inc [Member]
Class Of Warrant Or Right [Line Items]
Warrants outstanding \| shares		3,406,156	3,406,156	3,406,156
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right \| shares		995,099	995,099		398,040
Class of Warrants or Rights Aggregate Fair Value of Warrants at the Time of Grant \| $		$ 2,690,574
Change in fair value of derivative warrant liabilities \| $		$ 1,664,133	$ 0
Adjustment to additional paid in capital warrants issued \| $				$ 1,236,600
Ordinary shares, authorized \| shares		170,333,338	170,333,338	170,333,338
Rigetti Computing, Inc [Member] \| Common Stock Warrants
Class Of Warrant Or Right [Line Items]
Class of warrant or right issued during period, Warrants \| shares		597,059
Rigetti Computing, Inc [Member] \| Common Stock Warrants \| Class A Ordinary Shares
Class Of Warrant Or Right [Line Items]
Ordinary shares, authorized \| shares						154,330
Rigetti Computing, Inc [Member] \| Warrants To Purchase Class A Common Stock [Member] \| Series C Redeemable Convertible Preferred Stock [Member]
Class Of Warrant Or Right [Line Items]
Exercise price of warrants \| $ / shares				$ 0.01
Class of warrants or rights warrants issued during the period units \| shares				6,668,714
Warrants and Rights Outstanding, Term				10 years
Rigetti Computing, Inc [Member] \| Customer Warrants [Member] \| Class A Ordinary Shares
Class Of Warrant Or Right [Line Items]
Exercise price of warrants \| $ / shares				$ 0.9067
Warrants and Rights Outstanding, Term				10 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares				3,406,156
Deferred asset reduction of revenue \| $				$ 5,774
Deferred assets in connection with warrants issued to customer \| $				$ 95,120
Rigetti Computing, Inc [Member] \| Customer Warrants [Member] \| Class A Ordinary Shares \| Maximum [Member]
Class Of Warrant Or Right [Line Items]
Class Of Warrants Vesting Percentage				100
Rigetti Computing, Inc [Member] \| Customer Warrants [Member] \| Class A Ordinary Shares \| Minimum [Member]
Class Of Warrant Or Right [Line Items]
Class Of Warrants Vesting Percentage				50

Warrants - Schedule Of Common Stock Warrants (Details) - Rigetti Computing, Inc [Member]	11 Months Ended
	Dec. 31, 2021 shares	Mar. 31, 2021 shares
Common Stock Warrants [Line Items]
Shares	995,099	398,040
Issuance Date	May 18, 2021
Price Per Share	0.214
Expiration Date	May 18, 2031

Warrants - Schedule Of Fair Value Of The Common Stock Warrant Liabilities Measured Using Black Scholes Approach (Details) - Rigetti Computing, Inc [Member]	Dec. 31, 2021 yr
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.214
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	4.44
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.21
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	105.10
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	1.51
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	9
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.00
AtInitialRecognition [Member] \| Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	2.87
AtInitialRecognition [Member] \| Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.21
AtInitialRecognition [Member] \| Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	51.90
AtInitialRecognition [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	1.65
AtInitialRecognition [Member] \| Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	10
AtInitialRecognition [Member] \| Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.00

Warrants - Summary of Vesting Status of the Customer Warrant (Details) - shares	Dec. 31, 2021	Jan. 31, 2021	Dec. 31, 2020
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding			0
Rigetti Computing, Inc [Member]
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding	3,406,156	3,406,156
Rigetti Computing, Inc [Member] \| Vested Customer Warrants [Member]
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding	1,362,461	1,021,845
Rigetti Computing, Inc [Member] \| Unvested Customer Warrants [Member]
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding	2,043,695	2,384,311

Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Details) - Class A Ordinary Shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 shares
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items]
Shares subject to possible redemption share authorized to issue	500,000,000
Shares subject to possible redemption par value per share \| $ / shares	$ 0.0001
Shares subject to possible redemption share conversion ratio	1
Ordinary shares outstanding	34,500,000	0

Redeemable Convertible Prefered Stock - Additional Information (Detail) - USD ($)		1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2020	Feb. 29, 2020	Dec. 31, 2021	Dec. 31, 2021	Feb. 01, 2020
Redeemable Noncontrolling Interest [Line Items]
Stock Issued During Period, Value, New Issues	$ 25,000
Preferred stock, Outstanding	0		0	0
Rigetti Computing, Inc [Member]
Redeemable Noncontrolling Interest [Line Items]
Dividends, Preferred Stock				$ 0
Common Class A [Member]
Redeemable Noncontrolling Interest [Line Items]
Proceeds from Issuance of Common Stock			$ 50,000,000	$ 345,000,000
Common Class A [Member] \| Rigetti Computing, Inc [Member]
Redeemable Noncontrolling Interest [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion					3,538,484
Series C Preferred Stock [Member] \| Rigetti Computing, Inc [Member]
Redeemable Noncontrolling Interest [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion					9,647,847
Stock Issued During Period, Shares, New Issues		59,575,811
Stock Issued During Period, Value, New Issues		$ 54,022,876
Proceeds from Issuance of Preferred Stock		$ 1,236,600
Dividends Payable, Amount Per Share					$ 0.054408
Preferred Stock, Liquidation Preference Per Share			$ 0.906793	$ 0.906793
Preferred Stock, Convertible, Conversion Price			0.906793	$ 0.906793
Preferred Stock, Conversion Basis				one-for-one
Series C1Preferred Stock [Member] \| Rigetti Computing, Inc [Member]
Redeemable Noncontrolling Interest [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion					18,087,227
Preferred stock, Outstanding					11,415,620
Dividends Payable, Amount Per Share					$ 0.054408
Preferred Stock, Liquidation Preference Per Share			0.906793	$ 0.906793
Preferred Stock, Convertible, Conversion Price			$ 7.254344	$ 7.254344
Preferred Stock, Conversion Basis				eight-for-one

Class A Ordinary Shares Subject to Possible Redemption - Schedule of Reconciliation of Consolidated Balance Sheet (Details)	11 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items]
Offering costs paid		$ (7,405,589)
Class A Ordinary Shares
Shares Subject To Mandatory Redemption By Settlement Terms [Line Items]
Gross proceeds	$ 50,000,000	345,000,000
Amount allocated to Public Warrants		(8,711,250)
Offering costs paid		(19,011,139)
Accretion of carrying value to redemption value		27,722,389
Class A ordinary shares subject to possible redemption	$ 345,000,000	$ 345,000,000

Stockholders' Equity (Deficit)- Additional Information (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Mar. 04, 2021	Mar. 01, 2021	Jan. 14, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Preferred stock, authorized	5,000,000				5,000,000
Preferred stock, par value	$ 0.0001				$ 0.0001
Preferred stock, shares issued	0				0
Preferred stock, Outstanding	0				0
Stock split, description	The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.
Class A Ordinary Shares
Class Of Stock [Line Items]
Ordinary shares, authorized	500,000,000				500,000,000
Ordinary shares, par value	$ 0.0001				$ 0.0001
Ordinary shares, issued	34,500,000				0
Ordinary shares, outstanding	34,500,000				0
Class B Ordinary Shares
Class Of Stock [Line Items]
Ordinary shares, authorized	50,000,000				50,000,000
Ordinary shares, par value	$ 0.0001				$ 0.0001
Ordinary shares, outstanding	8,625,000	8,625,000	8,625,000	7,187,500	8,625,000
Ordinary shares, issued	8,625,000				8,625,000
Ordinary shares, outstanding	8,625,000				8,625,000

Fair Value Measurements - Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Details)	Dec. 31, 2021 USD ($)
Assets:
Investments held in Trust Account	$ 345,019,271
Fair Value, Inputs, Level 1 \| Money Market Fund
Assets:
Investments held in Trust Account	345,019,271
Public Warrants \| Fair Value, Inputs, Level 1 \| Derivative
Liabilities:
Derivative liabilities	20,441,250
Private Placement Warrants \| Fair Value, Inputs, Level 3 \| Derivative
Liabilities:
Derivative liabilities	$ 10,546,500

Fair Value Measurements - Additional Information (Details)		11 Months Ended	12 Months Ended
	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Jan. 31, 2021 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Fair value of assets or liabilities measured at fair value	$ 0
Fair value, liabilities, level 2 to/from level 3 transfers, amount		$ 0	$ 0
Change in fair value of warrant liability	$ 0		(17,782,000)
Rigetti Computing, Inc [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Change in fair value of warrant liability		(1,664,133)	$ 0
Fair Value, Net Asset (Liability)				$ 0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3		$ 0
Measurement Input, Expected Dividend Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Alternative Investment, Measurement Input		0	0

Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs for Warrants (Details) - Fair Value, Inputs, Level 3 - mo	Dec. 31, 2021	Mar. 04, 2021
Exercise Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	11.50	11.50
Stock Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	10.29	9.75
Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	29.9	16.0
Term (years)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, term	5 months 4 days	5 months 10 days
Risk-free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	1.28	0.94

Fair Value Measurements - Summary Of Change in Fair Value of Derivative Liabilities (Detail) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Jan. 31, 2021
Rigetti Computing, Inc [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Transfer of Public Warrants to Level 1 Measurement	$ 0
Fair Value, Inputs, Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative liabilities, beginning balance		$ 0
Change in fair value of derivative liabilities - Level 3		6,397,000
Transfer of Public Warrants to Level 1 Measurement		(9,056,250)
Derivative liabilities, ending balance- Level 3	10,546,500	10,546,500
Fair Value, Inputs, Level 3 \| Rigetti Computing, Inc [Member] \| Convertible Notes [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative liabilities, beginning balance	0		$ 26,892,459
Issuance			0
Settlement			(26,892,459)
Change in fair value of derivative liabilities - Level 3			0
Derivative liabilities, ending balance- Level 3			0
Fair Value, Inputs, Level 3 \| Rigetti Computing, Inc [Member] \| Simple Agreement For Future Equity [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative liabilities, beginning balance	0		1,882,397
Settlement			(1,882,397)
Derivative liabilities, ending balance- Level 3			0
Fair Value, Inputs, Level 3 \| Rigetti Computing, Inc [Member] \| Derivative Warrant Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative liabilities, beginning balance	0		0
Issuance	2,690,574
Settlement	0
Change in fair value of derivative liabilities - Level 3	1,664,133
Derivative liabilities, ending balance- Level 3	4,354,707	4,354,707	0
Fair Value, Inputs, Level 3 \| Rigetti Computing, Inc [Member] \| Forward Warrant Agreement [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative liabilities, beginning balance	0		0
Issuance	400,000
Settlement	0
Change in fair value of derivative liabilities - Level 3	(170,000)
Derivative liabilities, ending balance- Level 3	$ 230,000	230,000	$ 0
Fair Value, Inputs, Level 3 \| Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Issuance		8,711,250
Fair Value, Inputs, Level 3 \| Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Issuance		$ 4,494,500

Fair Value Measurements - Summary of Fair Value Measurements Of Financial Assets And Liabilities (Detail) - Rigetti Holdings [Member]	Dec. 31, 2021 USD ($)
Fair Value, Inputs, Level 1 [Member]
Liabilities:
Warrants and Rights Outstanding	$ 0
Fair Value, Inputs, Level 2 [Member]
Liabilities:
Warrants and Rights Outstanding	0
Fair Value, Inputs, Level 3 [Member]
Liabilities:
Warrants and Rights Outstanding	4,584,707
Derivative Warrant Liabilities [Member] \| Fair Value, Inputs, Level 1 [Member]
Liabilities:
Warrants and Rights Outstanding	0
Derivative Warrant Liabilities [Member] \| Fair Value, Inputs, Level 2 [Member]
Liabilities:
Warrants and Rights Outstanding	0
Derivative Warrant Liabilities [Member] \| Fair Value, Inputs, Level 3 [Member]
Liabilities:
Warrants and Rights Outstanding	4,354,707
Forward Warrant Agreement [Member] \| Fair Value, Inputs, Level 1 [Member]
Liabilities:
Warrants and Rights Outstanding	0
Forward Warrant Agreement [Member] \| Fair Value, Inputs, Level 2 [Member]
Liabilities:
Warrants and Rights Outstanding	0
Forward Warrant Agreement [Member] \| Fair Value, Inputs, Level 3 [Member]
Liabilities:
Warrants and Rights Outstanding	230,000
Debt Instrument [Member] \| Fair Value, Inputs, Level 1 [Member]
Liabilities:
Warrants and Rights Outstanding	$ 0

Equity Plans -Schedule Of Employee Service Share Based Compensation Allocation Of Recognized Period Costs (Detail) - USD ($)		11 Months Ended	12 Months Ended
	Feb. 23, 2022	Dec. 31, 2021	Jan. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	$ 0
Rigetti Computing, Inc [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense		$ 1,765,371	$ 2,592,038
Research And Development Expense \| Rigetti Computing, Inc [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense		975,136	894,141
Selling General And Administrative Expenses \| Rigetti Computing, Inc [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense		$ 790,235	$ 1,697,897

Equity Plans -Schedule Of Share Based Payment Award Stock Options Valuation Assumptions (Detail) - Rigetti Computing, Inc [Member] - $ / shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Jan. 31, 2021
Expected volatility	46.80%
Weighted-average risk-free interest rate	1.07%
Expected dividend yield	0.00%	0.00%
Expected term (in years)	6 years 1 month 6 days
Exercise price	$ 0.21	$ 0.21
Maximum [Member]
Expected volatility		43.10%
Weighted-average risk-free interest rate		0.60%
Expected term (in years)		6 years 3 months 18 days
Minimum [Member]
Expected volatility		41.20%
Weighted-average risk-free interest rate		0.30%
Expected term (in years)		5 years

Equity Plans -Additional Information (Detail) - USD ($)				1 Months Ended	11 Months Ended	12 Months Ended
Equity Plans -Additional Information (Detail) - USD ($)	Feb. 23, 2022	Oct. 28, 2021	Apr. 01, 2021	May 31, 2020	Dec. 31, 2021	Dec. 31, 2021	Jan. 31, 2021	May 01, 2020
Share-based Payment Arrangement, Expense	$ 0
Rigetti Computing, Inc [Member]
Weighted Average Exercise Price						$ 0.21
Share-based Payment Arrangement, Expense					$ 1,765,371		$ 2,592,038
weighted-average grant date fair value of options granted					$ 2.70		$ 0.09
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value					$ 60,676,901	$ 60,676,901
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value					32,073,020	32,073,020
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value					5,775,751
Share-based Payment Arrangement, Expense, Tax Benefit					0		$ 0
Amount of cost not yet recognized for nonvested award					$ 3,107,559	$ 3,107,559
Weighted-average period over which cost not yet recognized						2 years 1 month 6 days
Rigetti Computing, Inc [Member] \| Restricted Stock Units RSU
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant					6,859,461	6,859,461
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award					four-year
Weighted Average Exercise Price		$ 4.44	$ 2.87
Share-based Payment Arrangement, Expense					$ 0
Amount of cost to be recognized for option					$ 21,228,628	$ 21,228,628
Rigetti Computing, Inc [Member] \| Two thousand Thirteen Equity Incentive Plan [Member]
Number of shares issued under share-based payment arrangement.						29,011,572
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant					4,954,141	4,954,141
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award						four
Sharebased compensation arrangement by sharebased payment award vesting period						10 years
Weighted Average Exercise Price				$ 0.214
Share-based Payment Arrangement, Expense				$ 234,479
Amount of cost to be recognized for option								$ 90,000

Equity Plans -Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Intrinsic Value (Detail) - Rigetti Computing, Inc [Member] - $ / shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Outstanding - January 31, 2021		17,008,770
Granted		62,500
Exercised		(1,785,242)
Forfeited		(713,684)
Outstanding - December 31, 2021	14,572,344	14,572,344	17,008,770
Exercisable - December 31, 2021	7,797,387	7,797,387
Outstanding - January 31, 2021		$ 0.27
Granted		0.21
Exercised		0.21
Forfeited		0.21
Outstanding - December 31, 2021	$ 0.28	0.28	$ 0.27
Exercisable - December 31, 2021	$ 0.31	$ 0.31
Outstanding -January 31, 2021		8 years 1 month 6 days	9 years
Outstanding - December 31, 2021		8 years 1 month 6 days	9 years
Exercisable - December 31, 2021	7 years 10 months 24 days

Common Stock - Summary of Conversions of Stock (Detail) - Rigetti Computing, Inc [Member]	Dec. 31, 2021 shares
Common Class A [Member]
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	106,414,935
Common Class A [Member] \| Series C Preferred Stock [Member]
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	69,223,658
Common Class A [Member] \| Stock-Based Awards - Options Outstanding
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	14,572,344
Common Class A [Member] \| Stock-Based Awards - RSUs Outstanding
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	6,846,961
Common Class A [Member] \| Stock-Based Awards - Options Available for Future Grant
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	4,954,141
Common Class A [Member] \| Common Stock Warrants
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	10,817,831
Common Class B [Member]
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	3,687,836
Common Class B [Member] \| Series C-1 Preferred Stock [Member]
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	3,687,836

Common Stock - Additional Information (Detail) - shares	1 Months Ended
Common Stock - Additional Information (Detail) - shares	Jun. 30, 2020	Dec. 31, 2021	Jan. 31, 2021	Dec. 31, 2020	Jun. 01, 2020
Common Class A [Member]
Conversion of Stock [Line Items]
Common Stock, Shares Authorized		500,000,000		500,000,000
Common Stock, Shares, Issued				0
Common Stock, Shares, Outstanding		34,500,000		0
Common Class A [Member] \| Rigetti Holdings [Member]
Conversion of Stock [Line Items]
Common Stock, Shares Authorized					140,830,491
Common Stock, Voting Rights	one vote
Common Class B [Member]
Conversion of Stock [Line Items]
Common Stock, Shares Authorized		50,000,000		50,000,000
Common Stock, Shares, Issued		8,625,000		8,625,000
Common Stock, Shares, Outstanding		8,625,000		8,625,000
Common Class B [Member] \| Rigetti Holdings [Member]
Conversion of Stock [Line Items]
Common Stock, Shares Authorized					29,502,847
Common Stock, Voting Rights	non
Common Stock, Shares, Issued		0
Common Stock, Shares, Outstanding			0

Supplemental Financial Statements - Summary Of Property Plant And Equipment Information (Detail) - Rigetti Holdings Inc [Member] - USD ($)	Dec. 31, 2021	Jan. 31, 2021
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 41,329,871	$ 34,322,130
Less: Accumulated depreciation and amortization	(18,832,387)	(14,181,258)
Property and equipment, net	22,497,484	20,140,872
Quantum computing fridges [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	17,189,904	14,251,579
Process equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	16,169,598	12,747,756
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	4,296,620	4,077,646
IT hardware [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	2,427,681	1,999,082
Furniture and other assets [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 1,246,068	$ 1,246,067

Supplemental Financial Statements - Schedule of Accounts Payable and Accrued Liabilities (Detail) - Rigetti Computing, Inc [Member] - USD ($)	Dec. 31, 2021	Jan. 31, 2021
Interest - notes payable	$ 247,500	$ 0
Other current liability - forward warrant agreement	230,000	0
Payroll and other payroll costs	962,399	739,893
Property and other taxes	570,852	451,545
Subscription Fee	555,832	0
Professional fees and other	820,699	411,861
Deferred offering costs	648,333	0
Accounts Payable and Accrued Liabilities, Current	$ 4,035,615	$ 1,603,299

Supplemental Financial Statements Information - Additional Information (Detail) - Rigetti Computing, Inc [Member] - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Jan. 31, 2021
Property, Plant and Equipment [Line Items]
Depreciation, Depletion and Amortization	$ 4,651,129	$ 4,299,263
US
Property, Plant and Equipment [Line Items]
Percentage of total gross property and equipment	98.00%	100.00%
GB
Property, Plant and Equipment [Line Items]
Percentage of total gross property and equipment	2.00%

Forward Warrant Agreement - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Jan. 01, 2021
Class of Warrant or Right [Line Items]
Exercise price of warrants	$ 11.50
Forward Warrant Agreement [Member] \| Rigetti Holdings [Member] \| Rigetti [Member]
Class of Warrant or Right [Line Items]
Derivative liabilities	$ 230,000	$ 400,000
Proceeds from Issuance of Warrants	$ 10,000,000
Stock issued during period number of warrants issued	1,000,000
Exercise price of warrants	$ 0.0001
Forward Warrant Agreement [Member] \| Rigetti Holdings [Member] \| Rigetti [Member] \| Share-based Payment Arrangement, Tranche One [Member]
Class of Warrant or Right [Line Items]
Business combination consideration to be paid	$ 5,000,000
Share based compensation arrangement share based payment award options vested and exercisable	500,000
Forward Warrant Agreement [Member] \| Rigetti Holdings [Member] \| Rigetti [Member] \| Share-based Payment Arrangement, Tranche Two [Member]
Class of Warrant or Right [Line Items]
Business combination consideration to be paid	$ 5,000,000
Share based compensation arrangement share based payment award options vested and exercisable	500,000

Forward Warrant Agreement - Summary of Fair Value Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques (Detail) - Forward Warrant Agreement [Member] - Rigetti Holdings [Member]	Dec. 31, 2021 yr
Measurement Input, Expected Term [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	1.13
Measurement Input, Expected Term [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.50
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.43
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.19
Measurement Input Probability Of Occurring The Contingency [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	100
Measurement Input Probability Of Occurring The Contingency [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	50
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	10.29

FINANCING ARRANGEMENTS - Scheduled principal payments on total outstanding debt (Detail) - Rigetti Computing, Inc [Member]	Dec. 31, 2021 USD ($)
2022	$ 1,290,538
2023	8,750,354
2024	11,084,382
2025	5,874,726
Total debit	$ 27,000,000

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

FINANCING ARRANGEMENTS - Long term debt and the unamortized discount (Detail) - USD ($)	Dec. 31, 2021	May 31, 2021
Less: Unamortized deferred financing costs		$ (2,843,308)
Rigetti Computing, Inc [Member]
Outstanding principal amount - stated value	$ 27,000,000
Add: Accrued final payment fee	121,585
Less: Unamortized deferred financing costs	(170,058)
Less: Unamortized debt discount	(2,160,495)
Total debit	24,791,032
Debt - current portion	1,290,538
Debt - net of current portion	23,500,494
Total debit	$ 24,791,032

FINANCING ARRANGEMENTS - Additional Information (Detail) - USD ($)		1 Months Ended		11 Months Ended	12 Months Ended
	May 31, 2021	Feb. 29, 2020	Oct. 31, 2019	Dec. 31, 2021	Dec. 31, 2021	Jan. 31, 2021	Jan. 31, 2020	Mar. 31, 2021	Feb. 01, 2020	Aug. 31, 2019	Jun. 30, 2019	Nov. 30, 2018
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity												$ 1,500,000
Debt issuance costs	$ 2,843,308
Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity										$ 250,000	$ 19,700,000
Debt issuance costs				$ 170,058	$ 170,058
Interest expense				2,465,135	51,666	$ 51,666
Amortization of debt issuance cost				512,755
unamortized issuance cost				2,160,495	2,160,495
Gain (Loss) on Extinguishment of Debt				0	8,913,532	8,913,532
Long-term Debt, Gross				$ 27,000,000	$ 27,000,000
Class of warrants issued during period				995,099	995,099			398,040
SAFE [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Fair Value Disclosure							$ 1,822,397
Proceeds from Issuance or Sale of Equity			$ 1,500,000
Dividends Payable, Amount Per Share			$ 6.0
Percentage of price per share preferred stock sold in the equity financing			80.00%
Number of fully diluted shares outstanding immediately prior to the equity financing			$ 300,000,000
Discount rate on Estimated settlement value			$ 10.0
Long-term Debt, Fair Value							1,882,397
Long-term Debt, Gross							1,500,000
Gain Loss on change in fair value of debt							$ 382,397
Other Operating Income (Expense) [Member] \| SAFE [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Gain (Loss) on Extinguishment of Debt						691,867
Series C Preferred Stock [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Dividends Payable, Amount Per Share									$ 0.054408
Common Class A [Member]
Line of Credit Facility [Line Items]
Class of warrants issued during period				1	1
Loan and Security Agreement [Member]
Line of Credit Facility [Line Items]
Debt instrument payment fee, Percentage	2.75%
Loan and Security Agreement [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	11.00%
Interest expense				$ 1,736,390
Accretion Expense				121,585
Debt Related Commitment Fees				94,405
Amortization of debt issuance cost				512,755
unamortized issuance cost				2,330,553	$ 2,330,553
Loan and Security Agreement [Member] \| Maximum [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	17.31%
Loan and Security Agreement [Member] \| Minimum [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	16.49%
Initial Convertible Notes [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Fair Value Disclosure		$ 27,767,399
Initial Convertible Notes [Member] \| Other Operating Income (Expense) [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Gain (Loss) on Extinguishment of Debt				$ 8,711,559
Initial Convertible Notes [Member] \| Series C Preferred Stock [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Debt Conversion, Converted Instrument, Shares Issued		6,766,614
Debt Conversion, Converted Instrument, Amount		$ 17,612,235
Initial Convertible Notes [Member] \| Series C1 Preferred Stock [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Debt Conversion, Converted Instrument, Shares Issued		16,939,143
Initial Convertible Notes [Member] \| Common Class A [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Debt Conversion, Converted Instrument, Shares Issued		6,874,309
Extinguishment of Debt, Amount		$ 1,443,605
February 2020 Convertible Notes [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 2,200,000
Debt Instrument, Interest Rate, Stated Percentage		6.00%
Extinguishment of Debt, Amount		$ 2,200,000
Percentage of per share consideration to be received by the holders of the Company's common stock upon such change of control							80.00%
February 2020 Convertible Notes [Member] \| Other Operating Income (Expense) [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Gain (Loss) on Extinguishment of Debt						$ 489,894
February 2020 Convertible Notes [Member] \| Series C Preferred Stock [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Debt Conversion, Converted Instrument, Shares Issued		2,426,113
Debt Conversion, Converted Instrument, Amount		$ 2,200,017
February 2020 Convertible Notes [Member] \| Common Class A [Member] \| Rigetti Computing, Inc [Member]
Line of Credit Facility [Line Items]
Debt Conversion, Converted Instrument, Shares Issued		2,036,617
Debt Conversion, Converted Instrument, Warrants or Options Issued		310,937
Fair value of the common stock issued upon conversion		$ 427,690
Fair value of the warrants to purchase Common Stock		$ 62,187
Tranche A [Member] \| Loan and Security Agreement [Member] \| Rigetti Computing, Inc [Member] \| Venture Capital [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity								$ 12,000,000
Tranche B [Member] \| Loan and Security Agreement [Member] \| Rigetti Computing, Inc [Member] \| Venture Capital [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 15,000,000
Line of Credit Facility, Current Borrowing Capacity	8,000,000
Line of Credit Facility, Remaining Borrowing Capacity	7,000,000
Withdrawn Credit Facility	$ 7,000,000
Class of warrants issued during period	995,099
Tranche B [Member] \| Loan and Security Agreement [Member] \| Maximum [Member] \| Rigetti Computing, Inc [Member] \| Venture Capital [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Term	48 months
Tranche B [Member] \| Loan and Security Agreement [Member] \| Minimum [Member] \| Rigetti Computing, Inc [Member] \| Venture Capital [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Term	19 months

Net Loss Per Share - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($)		11 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2021	Jan. 31, 2021
Class A Ordinary Shares
Weighted-average Class A Common Stock outstanding	0		28,639,726
Diluted			$ (0.62)
Rigetti Computing, Inc
Net loss		$ (38,241,499)		$ (26,127,496)
Weighted-average Class A Common Stock outstanding		21,941,997	20,719,085	20,687,611
Rigetti Computing, Inc \| Class A Ordinary Shares
Weighted-average Class A Common Stock outstanding		21,941,997		20,719,085
Basic		$ (1.74)		$ (1.26)
Diluted		$ (1.74)		$ (1.26)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - Rigetti Computing, Inc - shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Jan. 31, 2021
Common Class A [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	101,460,794	89,638,584
Common Class A [Member] \| Convertible Series C Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	69,223,658	69,223,658
Common Class A [Member] \| Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	10,817,831	3,406,156
Common Class A [Member] \| Employee Stock Option Member
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	14,572,344	17,008,770
Common Class A [Member] \| Restricted Stock Units RSU
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	6,846,961	0
Common Class B [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	29,502,847	29,502,847
Common Class B [Member] \| Convertible Series C-1 Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	29,502,847	29,502,847

Net Loss Per Share - Additional Informtion (Detail) - USD ($)	11 Months Ended
	Dec. 31, 2021	Jan. 31, 2021	Dec. 31, 2020
Rigetti Computing, Inc
Ordinary shares, issued	23,153,127	23,153,127
Class B Ordinary Shares
Ordinary shares, issued	8,625,000		8,625,000
Class B Ordinary Shares \| Rigetti Computing, Inc
Ordinary shares, issued	0
SeriesC-1PreferredStock \| Rigetti Computing, Inc
Preferred Stock, Value, Outstanding	$ 29,502,847
Preferred Stock Conversion Basis	eight-for-one ratio

Income Taxes - Summary of Domestic and Foreign Components of Loss Before Income Taxes (Detail) - Rigetti Computing, Inc [Member] - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Jan. 31, 2021
Domestic	$ (36,787,312)	$ (25,222,388)
Foreign	(1,454,187)	(905,108)
Total	$ (38,241,499)	$ (26,127,496)

Income Taxes - Summary of Components of Deferred Tax Assets and Liabilities (Detail) - Rigetti Computing, Inc [Member] - USD ($)	Dec. 31, 2021	Jan. 31, 2021
Deferred Tax Assets:
Net operating loss carryforwards	$ 46,552,853	$ 38,650,103
Accruals and reserves	146,603	96,320
Stock-based compensation	744,300	278,581
Research and development credits	10,986	10,986
Intangible assets	32,324	35,516
Gross deferred assets	47,487,066	39,071,506
Valuation allowance	(46,066,606)	(38,051,098)
Net Deferred Tax Assets	1,420,460	1,020,408
Deferred Tax Liabilities:
Property and equipment	(1,420,460)	(1,020,408)
Total Deferred Tax Liabilities	(1,420,460)	(1,020,408)
Total Net Deferred Tax Assets	$ 0	$ 0

Income Taxes - Summary of Effective Income Tax Rate Reconciliation (Detail) - Rigetti Computing, Inc [Member]	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Jan. 31, 2021
Total pre-tax book income	21.00%	22.00%
State and local income taxes	0.00%	0.00%
Permanent differences	(1.00%)	(2.00%)
Rate differential	0.00%	0.00%
Return to provision true up	1.00%	(11.00%)
Change in valuation allowance	(21.00%)	(9.00%)
Total:	0.00%	0.00%

Income Taxes - Summary of Unrecognized Tax Benefits Affecting the Effective Tax rate (Detail)	11 Months Ended
	Dec. 31, 2021 USD ($)
Ending balance at December 31, 2021	$ 0
Rigetti Computing, Inc [Member]
Beginning balance at February 1, 2021	4,672,209
Current year increase(decrease)	0
Prior year adjustment - increase(decrease)	0
Ending balance at December 31, 2021	$ 4,672,209

Income Taxes - Additional Information (Detail) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Jan. 31, 2021	Dec. 31, 2020
Summary Of Income Taxes Information [Line Items]
Unrecognized tax benefits	$ 0		$ 0
Rigetti Computing, Inc [Member]
Summary Of Income Taxes Information [Line Items]
Income taxes paid	0	$ 0
Change in valuation allowance	8,015,508	2,339,894
Unrecognized tax benefits	4,672,209	$ 4,672,209
Domestic Tax Authority [Member] \| Rigetti Computing, Inc [Member]
Summary Of Income Taxes Information [Line Items]
Operating loss carryforwards	190,992,096
Deferred tax assets, operating loss carryforwards not subject to expiration	149,489,810
State and Local Jurisdiction [Member] \| Rigetti Computing, Inc [Member]
Summary Of Income Taxes Information [Line Items]
Operating loss carryforwards	85,770,366
Research Tax Credit Carryforward [Member] \| Domestic Tax Authority [Member] \| Rigetti Computing, Inc [Member]
Summary Of Income Taxes Information [Line Items]
Tax credit carryforwards	2,328,063
Research Tax Credit Carryforward [Member] \| State and Local Jurisdiction [Member] \| Rigetti Computing, Inc [Member]
Summary Of Income Taxes Information [Line Items]
Tax credit carryforwards	$ 2,344,146

Segments - Summary of Revenue by Geography (Detail) - Rigetti Computing, Inc - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Jan. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 8,196,306	$ 5,542,598
US
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	5,826,004	5,108,847
GB
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	2,370,302	412,747
AU
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 0	$ 21,004

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Segments - Additional Information (Detail) - Revenue From Contract With Customer - Rigetti Computing, Inc - Geographic Concentration Risk [Member]	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Jan. 31, 2021
AU
Segment Reporting Information [Line Items]
Customer concentration risk percentage		1.00%
US
Segment Reporting Information [Line Items]
Customer concentration risk percentage	71.00%	92.00%
GB
Segment Reporting Information [Line Items]
Customer concentration risk percentage	29.00%	7.00%

Subsequent Events - Additional Information (Detail) - USD ($)					1 Months Ended	2 Months Ended
	Jun. 30, 2022	Mar. 02, 2022	Mar. 01, 2022	Jan. 25, 2022	Jan. 31, 2022	Apr. 01, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Class of warrants exercise price per share							$ 11.50
Subsequent Event [Member] \| Sponsor Support Agreement [Member] \| Equals Or Exceeds Twelve Point Five Per Share [Member] \| Rigetti Computing, Inc
Subsequent Event [Line Items]
Sharebased compensation arrangement number of stock options vested		2,479,000
Subsequent Event [Member] \| Sponsor Support Agreement [Member] \| Equal Or Exceeds Fifteen Per Share [Member] \| Rigetti Computing, Inc
Subsequent Event [Line Items]
Sharebased compensation arrangement number of stock options vested		580,273
Subsequent Event [Member] \| Business Combination \| Collaboration Agreement [Member] \| Rigetti Computing, Inc
Subsequent Event [Line Items]
Conversion of stock shares issued			78,959,579
Number of shares issued in business acquisition		10,251,000
Business acquisition share price		$ 10.00
Consideration received from shares issued in business combination		$ 147,500,000
Subsequent Event [Member] \| Business Combination \| Warrant Subscription Agreement [Member] \| Rigetti Computing, Inc
Subsequent Event [Line Items]
Stock issued during period shares issued		1,000,000
Class of warrants exercise price per share		$ 0.0001
Proceeds from warrants issued		$ 10,000,000
Subsequent Event [Member] \| Business Combination \| Subscription Agreement [Member] \| Rigetti Computing, Inc
Subsequent Event [Line Items]
Number of shares issued in business acquisition		4,390,244
Business acquisition share price		$ 10.25
Subsequent Event [Member] \| Share Based Compensation Award Tranche One \| Warrant Subscription Agreement [Member] \| Rigetti Computing, Inc
Subsequent Event [Line Items]
Stock issued during period shares issued	500,000
Proceeds from warrants issued	$ 5,000,000.0
Subsequent Event [Member] \| Share Based Compensation Award Tranche Two \| Warrant Subscription Agreement [Member] \| Rigetti Computing, Inc
Subsequent Event [Line Items]
Stock issued during period shares issued	500,000
Proceeds from warrants issued	$ 5,000,000.0
Debt Financing \| Subsequent Event [Member] \| Rigetti Computing, Inc
Subsequent Event [Line Items]
Debt face amount					$ 32,000,000.0
Debt drawn					5,000,000.0
Additional debt drawn at the sole discretion of note holder					$ 8,000,000.0
Adjustments to additional paid in capital stock issued						$ 75,000,000.0
Additional debt commitment						$ 5,000,000.0
Exit fee percentage for the additional debt commitment						20.00%
Equity Plan \| Subsequent Event [Member] \| Restricted Stock Units RSU \| Rigetti Computing, Inc
Subsequent Event [Line Items]
Sharebased compensation arrangement by sharebased payment award equity instruments other than options grants in period				4,963,065
Equity Plan \| Subsequent Event [Member] \| Restricted Stock Units RSU \| Share Based Compensation Award Tranche One \| Rigetti Computing, Inc
Subsequent Event [Line Items]
Sharebased compensation arrangement by sharebased payment award vesting period				12 months
Equity Plan \| Subsequent Event [Member] \| Restricted Stock Units RSU \| Share Based Compensation Award Tranche Two \| Rigetti Computing, Inc
Subsequent Event [Line Items]
Sharebased compensation arrangement by sharebased payment award vesting period				48 months