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United States securities and exchange commission logo
August 17, 2022
Chad Rigetti
Chief Executive Officer
Rigetti Computing, Inc.
775 Heinz Avenue
Berkeley, CA 94710
Re: Rigetti Computing,
Inc.
Registration
Statement on Form S-1
Filed August 12,
2022
File No. 333-266810
Dear Mr. Rigetti:
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.
Form S-1 filed August 12, 2022
General
1. We note that Ampere is
not obligated to make the additional $5 million payment for the
second tranche of
500,000 shares if Ampere's capital stock is not listed by the second
anniversary of the
warrant subscription agreement. Generally, securities issued in a
private transaction may
not be registered for resale until after the private placement is
completed. In this
regard, we note that Ampere is not irrevocably bound to purchase the
subject securities
because whether Ampere chooses to list its capital stock is a condition
within Ampere's
control. Please refer to Question 134.01 of our Securities Act Sections
Compliance and
Disclosure Interpretations for guidance, and provide us with your
analysis of how the
registration of these shares is appropriate.
Chad Rigetti
FirstName LastNameChad
Rigetti Computing, Inc. Rigetti
Comapany
August 17, NameRigetti
2022 Computing, Inc.
August
Page 2 17, 2022 Page 2
FirstName LastName
Selling Stockholder, page 144
2. Revise to identify the natural person or persons who exercise the
voting and/or dispositive
powers with respect to the securities owned by Ampere Computing LLC.
Exhibits
3. Please file your collaboration agreement with Ampere and revise your
prospectus to
summarize the material terms of this agreement. See Item
601(b)(10)(ii)(A) of Regulation
S-K.
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 Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in
his absence,
Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology