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United States securities and exchange commission logo
April 5, 2022
Rick Danis
General Counsel
Rigetti Computing, Inc.
775 Heinz Avenue
Berkeley, CA 94710
Re: Rigetti Computing,
Inc.
Registration
Statement on Form S-1
Filed March 23,
2022
File No. 333-263798
Dear Mr. Danis:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed March 23, 2022
Cover Page
1. For each of the shares
and warrants being registered for resale, disclose the price that the
selling securityholders
paid for such shares, warrants, or units overlying such securities.
2. Disclose the likelihood
that warrant holders will not exercise their warrants. Provide
similar disclosure in
the prospectus summary, risk factors, MD&A and use of proceeds
section and disclose
that cash proceeds associated with the exercises of the warrants are
dependent on the stock
price. Describe the impact on your liquidity and update the
discussion on the
ability of your company to fund your operations on a prospective basis
with your current cash
on hand.
Rick Danis
FirstName LastNameRick
Rigetti Computing, Inc. Danis
Comapany
April NameRigetti Computing, Inc.
5, 2022
April 25, 2022 Page 2
Page
FirstName LastName
3. We note the significant number of redemptions of your common stock in
connection with
your business combination and that the shares being registered for
resale will constitute a
considerable percentage of your public float. Highlight the
significant negative impact
sales of shares on this registration statement could have on the
public trading price of the
common stock. In this regard, highlight that certain of the shares
being registered for
resale were purchased by the selling securityholders for prices below
the current market
price of the common stock and that such securityholders would have an
incentive to sell.
Prospectus Summary
Background, page 1
4. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the common
stock, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
Risk Factors
Additional Risks Related to Ownership of Our Securities
Future sales, or the perception of future sales, by us or our stockholders in
the public market...,
page 42
5. To illustrate the risk that potential sales of shares pursuant to this
registration statement
could put negative pressure on the trading price, disclose the
purchase price of the
securities being registered for resale and the percentage that these
shares currently
represent of the total number of shares outstanding. Also disclose
that even though the
current trading price is significantly below the SPAC IPO price,
certain private investors
may have an incentive to sell because they purchased their shares at
prices lower than the
public investors.
6. You state on page 42 that future resales of the common stock
issued in connection with
the Merger may cause the market price of your securities to drop
significantly. This
statement should be updated given that this prospectus is facilitating
those sales.
Rick Danis
FirstName LastNameRick
Rigetti Computing, Inc. Danis
Comapany
April NameRigetti Computing, Inc.
5, 2022
April 35, 2022 Page 3
Page
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or
Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Rupa Briggs