0001193125-22-290115 | 10-Q | XBRL Viewer

Forward contract - liabilities

6,934

3,806

Deferred revenue

811

985

Debt - current portion

6,834

575

230

Debt - net of current portion

16,305

7,567

22,999

24,216

4,046

4,355

Commitments and contingencies (Note 6)

2,995

Other liabilities

436

295

Total Liabilities

46,781

36,433

Stockholders' equity (deficit):

Preferred Stock, par value $0.0001 per share; 10,000,000 shares and 0 shares authorized at September 30, 2022 and December 31, 2021, respectively; 0 shares and 0 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

Common stock*, par value $0.0001 per share; 1,000,000,000 shares and 134,050,472 shares authorized at September 30, 2022 and December 31, 2021, respectively; 122,739,804 shares and 18,221,069 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

Accumulated other comprehensive gain (loss)

422,200

135,549

(527)

(255,780)

(207,131)

Total liabilities, redeemable convertible preferred stock and stockholders' equity

165,905

(71,528)

212,686

46,428

Redeemable Convertible Preferred Stock [Member]

Current liabilities:

Redeemable convertible preferred stock*, par value $0.0001 per share; 0 shares and 80,974,757 shares authorized at September 30, 2022 and December 31, 2021, respectively; 0 shares and 77,696,679 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

^[1]

$ 0

$ 81,523

[1]	Shares of legacy Redeemable Convertible Series C Preferred Stock, Redeemable Convertible Series C-1 Preferred Stock, legacy Class A Common Stock, and legacy Class B Common Stock have been retroactively restated to give effect to the Business Combination.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized	10,000,000	0
Preferred stock, shares issued	0	0
Preferred stock, Outstanding	0	0
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	134,050,472
Common stock, issued	122,739,804	18,221,069
Common stock, outstanding	122,739,804	18,221,069
Redeemable Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized	0	80,974,757
Preferred stock, shares issued	0	77,696,679
Preferred stock, Outstanding	0	77,696,679

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Revenue

$ 2,804

$ 2,919

$ 7,042

$ 6,818

Cost of revenue

776

446

2,063

1,083

Total gross profit

2,028

2,473

4,979

5,735

Operating expenses:

General and administrative

17,365

7,484

44,040

21,915

Sales and marketing

1,960

782

4,922

1,738

14,027

3,376

38,371

8,608

33,352

11,642

87,333

32,261

Change in fair value of derivative warrant liabilities

(31,324)

(9,169)

(82,354)

(26,526)

Other income (expense), net:

Interest expense

(1,436)

(589)

(3,811)

(1,077)

Interest income

1,042

1,172

8,103

19,853

Total other income (expense), net

4,860

17,418

Transaction costs

(927)

Other income (expense)

(23)

12,569

(587)

33,705

(1,091)

Net loss before provision for income taxes

(18,755)

(9,756)

(48,649)

(27,617)

Provision for income taxes

Weighted average shares used in computing net loss per share attributable to common stockholders – basic

$ (18,755)

$ (9,756)

$ (48,649)

$ (27,617)

^[1]

118,571,295

22,554,422

95,690,821

22,129,715

Weighted average shares used in computing net loss per share attributable to common stockholders – diluted

^[1]

118,571,295

22,554,422

95,690,821

22,129,715

Net loss per share attributed to common stockholders—basic

$ (0.16)

$ (0.43)

$ (0.51)

$ (1.25)

Net loss per share attributed to common stockholders—diluted

$ (0.16)

$ (0.43)

$ (0.51)

$ (1.25)

[1]	Weighted-average shares have been retroactively restated to give effect to the Business Combination.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Net loss	$ (18,755)	$ (9,756)	$ (48,649)	$ (27,617)
Other comprehensive gain (loss):
Foreign currency translation gain (loss)	(270)	(6)	(223)	44
Change in unrealized loss on available-for-sale securities	(356)	0	(356)	0
Comprehensive loss	$ (19,381)	$ (9,762)	$ (49,228)	$ (27,573)

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

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Beginning balance at Dec. 31, 2020

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)
$ in Thousands

Total

Revision of Prior Period, Adjustment [Member]

Newly Stated [Member]

Common Stock

Revision of Prior Period, Adjustment [Member]

Common Stock

Newly Stated [Member]

Additional Paid-In Capital

Revision of Prior Period, Adjustment [Member]

Additional Paid-In Capital

Newly Stated [Member]

Accumulated Other Comprehensive Gain (Loss)

Newly Stated [Member]

Accumulated Deficit

Newly Stated [Member]

Preferred Stock [Member]

Redeemable Convertible Preferred Stock [Member]

Preferred Stock [Member]

Redeemable Convertible Preferred Stock [Member]

Revision of Prior Period, Adjustment [Member]

Preferred Stock [Member]

Redeemable Convertible Preferred Stock [Member]

Newly Stated [Member]

$ (32,256)

$ 2

$ 133,144

$ (2)

$ 133,142

$ 5

$ (165,405)

$ 81,523

Beginning balance, shares at Dec. 31, 2020

20,975,317

(4,467,972)

16,507,345

98,726,505

(21,029,826)

77,696,679

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of stock options, shares

118,566

597

Ending balance at Mar. 31, 2021

(7,787)

(39,368)

$ 2

133,765

(173,192)

$ 81,523

Ending balance, shares at Mar. 31, 2021

16,625,911

77,696,679

Beginning balance at Dec. 31, 2020

(32,256)

$ 2

133,144

(2)

133,142

(165,405)

$ 81,523

Beginning balance, shares at Dec. 31, 2020

20,975,317

(4,467,972)

16,507,345

98,726,505

(21,029,826)

77,696,679

Ending balance at Sep. 30, 2021

(27,617)

(57,937)

$ 2

135,034

(193,022)

$ 81,523

Ending balance, shares at Sep. 30, 2021

17,584,431

77,696,679

Beginning balance at Mar. 31, 2021

(39,368)

$ 2

133,765

(173,192)

$ 81,523

Beginning balance, shares at Mar. 31, 2021

16,625,911

77,696,679

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of stock options, shares

338,979

Issuance of common stock upon exercise of common stock warrants (Share)

111,229

Issuance of common stock upon exercise of common stock warrants

521

(2)

Ending balance at Jun. 30, 2021

(10,074)

(48,832)

$ 2

134,377

(183,266)

$ 81,523

Ending balance, shares at Jun. 30, 2021

17,076,119

77,696,679

Issuance of common stock upon exercise of stock options

139

Issuance of common stock upon exercise of stock options, shares

491,628

Issuance of common stock upon exercise of common stock warrants (Share)

16,684

518

(6)

Ending balance at Sep. 30, 2021

(9,756)

(57,937)

$ 2

135,034

(193,022)

$ 81,523

Ending balance, shares at Sep. 30, 2021

17,584,431

77,696,679

Beginning balance at Dec. 31, 2021

(71,528)

$ 2

135,551

(2)

135,549

(207,131)

$ 81,523

Beginning balance, shares at Dec. 31, 2021

23,153,127

(4,932,058)

18,221,069

98,726,505

(21,029,826)

77,696,679

Issuance of common stock upon conversion of legacy Series C and Series C-1 preferred stock in connection with the Business Combination

81,523

$ 6

81,517

$ (81,523)

Issuance of common stock upon conversion of legacy Series C and Series C-1 preferred stock in connection with the Business Combination, shares

57,380,563

(77,696,679)

Issuance of common stock upon exercise of stock options

574

Issuance of common stock upon exercise of stock options, shares

1,123,539

Issuance of common stock upon exercise of legacy Rigetti common stock warrants

Issuance of common stock upon exercise of legacy Rigetti common stock warrants, shares

2,234,408

Issuance of common stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities, as restated

^[1]

159,538

$ 3

159,535

Issuance of common stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities, as restated, shares

^[1]

34,850,706

11,481

Ending balance at Mar. 31, 2022

(17,642)

^[1]

$ (7,172)

(17,642)

^[1]

163,983

^[1]

(1,447)

$ 11

^[1]

388,684

^[1]

(224,773)

^[1]

Ending balance, shares at Mar. 31, 2022

^[1]

113,810,285

Beginning balance at Dec. 31, 2021

(71,528)

$ 2

135,551

(2)

135,549

(207,131)

$ 81,523

Beginning balance, shares at Dec. 31, 2021

23,153,127

(4,932,058)

18,221,069

98,726,505

(21,029,826)

77,696,679

Ending balance at Jun. 30, 2022

(9,450)

170,100

^[1]

(3,725)

$ 11

^[1]

407,015

^[1]

(237,025)

^[1]

$ 0

^[1]

Ending balance, shares at Jun. 30, 2022

^[1]

117,102,735

Beginning balance at Dec. 31, 2021

$ (71,528)

$ 2

135,551

$ (2)

$ 135,549

$ 52

(207,131)

$ (207,131)

$ 81,523

Beginning balance, shares at Dec. 31, 2021

23,153,127

(4,932,058)

18,221,069

98,726,505

(21,029,826)

77,696,679

Issuance of common stock upon exercise of stock options, shares

2,479,297

$ (223)

Ending balance at Sep. 30, 2022

(48,649)

$ 165,905

$ 12

422,200

(527)

(255,780)

$ 0

Ending balance, shares at Sep. 30, 2022

113,810,285

122,739,804

Beginning balance at Mar. 31, 2022

$ 163,983

^[1]

(1,447)

$ 11

^[1]

388,684

^[1]

(224,773)

^[1]

Beginning balance, shares at Mar. 31, 2022

^[1]

113,810,285

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of stock options, shares

229,606

Issuance of common stock upon release of RSUs (Share)

1,360,634

Issuance of common stock upon exercise of common stock warrants (Share)

1,702,210

Issuance of common stock upon exercise of common stock warrants

5,011

Reclassification of loan and security agreement warrants to equity

6,370

Settlement of the first tranche of forward contract

11,041

(3,305)

Capitalization of deferred costs to equity upon share issuance

(848)

Ending balance at Jun. 30, 2022

(12,252)

^[1]

(2,279)

(12,252)

^[1]

170,100

^[1]

$ (3,725)

$ 11

^[1]

407,015

^[1]

(237,025)

^[1]

$ 0

^[1]

Ending balance, shares at Jun. 30, 2022

^[1]

117,102,735

Issuance of common stock upon exercise of stock options

306

$ 1

305

Issuance of common stock upon exercise of stock options, shares

1,126,152

Issuance of common stock upon release of RSUs (Share)

3,480,142

Issuance of common stock pursuant to the Common Stock Purchase Agreement (Share)

171,008

Issuance of common stock upon exercise of common stock warrants (Share)

859,767

Issuance of common stock upon exercise of common stock warrants

Capitalization of deferred costs to equity upon share issuance

15,121

(250)

(270)

Other comprehensive loss

(626)

Ending balance at Sep. 30, 2022

(18,755)

$ 165,905

$ 12

$ 422,200

$ (527)

$ (255,780)

$ 0

Ending balance, shares at Sep. 30, 2022

113,810,285

122,739,804

[1]	For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

$ (48,649)

$ (27,617)

Depreciation and amortization

4,801

3,628

Stock-based compensation

37,643

1,636

Change in fair value of derivative warrant liabilities

(17,418)

(19,853)

Change in fair value of forward contract

(5,465)

Amortization of debt issuance costs

1,072

Accretion of available-for-sale securities

(356)

Changes in operating assets and liabilities:

Accounts receivable

(753)

Prepaid expenses and other current assets

(2,282)

(566)

Other assets

(36)

Deferred revenue

(174)

(604)

Accounts payable

(694)

343

Net cash used in operating activities

3,469

848

Other liabilities

142

(186)

(48,482)

(22,538)

Cash Flows from Investing Activities:

Purchases of property and equipment

(19,294)

(5,789)

Purchases of available-for-sale securities

(87,186)

Net cash used in investing activities

(106,480)

(5,789)

Cash flows from financing activities

Proceeds from Business Combination, net of transaction costs paid

225,604

Transaction costs paid directly by Rigetti

(18,420)

Proceeds from issuance of notes payable

5,000

20,000

Payments on debt issuance costs

(85)

Payment on loan and security agreement exit fees

(1,000)

Proceeds from issuance of common stock upon exercise of stock options and warrants

5,990

256

Net cash provided by financing activities

217,089

20,256

Effect of changes in exchange rate on cash and restricted cash

(219)

Net increase (decrease) in cash, cash equivalents, and restricted cash

61,908

(8,036)

Cash, cash equivalents, and restricted cash at beginning of period

12,046

24,394

Cash, cash equivalents, and restricted cash at end of period

73,954

16,358

Supplemental disclosure of cash flow information:

Cash paid for interest

2,739

1,077

Supplemental disclosure of non- cash financing and investing activities:

Fair value of earn-out liability

^[1]

20,413

Fair value of private placement and public warrants liability

^[1]

22,932

Reclassification of loan and security agreement warrants to equity

6,370

Settlement of the first tranche of forward contract

3,305

Capitalization of deferred costs to equity upon share issuance

1,098

Purchases of property and equipment recorded in accounts payable

449

240

Unrealized gain (loss) short term investments

$ (356)

$ 0

[1]	For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

Description of Business

9 Months Ended

Sep. 30, 2022

Description of Business

1. DESCRIPTION OF BUSINESS

Rigetti Computing, Inc. and its subsidiaries (collectively, the “Company” or “Rigetti”), builds quantum computers and the superconducting quantum processors that power them. Through the Company’s Quantum Computing as a Service (“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.

The Company is located and headquartered in Berkeley, California. The Company also operates in Fremont, California; London, United Kingdom; Adelaide, Australia; British Columbia, Canada and Munich, Germany. The Company’s revenue is derived primarily from operations in the United States and the United Kingdom.

Basis of Presentation

On March 2, 2022 (the “Closing Date”), a merger transaction between Rigetti Holdings, Inc. (“Legacy Rigetti”) and Supernova Partners Acquisition Company II, Ltd. (“SNII”) was completed (the “Business Combination”, see Note 3). In connection with the closing of the Business Combination, the Company changed its name to Rigetti Computing, Inc. and all of SNII Class A ordinary shares and SNII Class B ordinary shares automatically converted into shares of Common Stock, par value $0.0001, of the Company (the “Common Stock”) on a

one-for-one

basis. The SNII Public Warrants and the Private Warrants held by SNII became warrants for Common Stock. The Company’s Common Stock and Public Warrants trade on the Nasdaq Capital Market under the ticker symbols “RGTI” and “RGTIW,” respectively. For more information on this transaction, see Note 3.

The Company determined that Legacy Rigetti was the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (ASC) 805, Business Combination.

The determination was primarily based on the following facts:

•

Former Legacy Rigetti stockholders have a controlling voting interest in the Company;

•

The Company’s board of directors as of immediately after the closing is comprised of eight board members, six seats occupied by previous Rigetti board members and one seat being occupied by a previous Supernova representative. The final eighth seat was filled by an individual who did not have ties to either Rigetti or Supernova

pre-merger;

and

•

Legacy Rigetti management continues to hold executive management roles for the post-combination company and be responsible for the

day-to-day

operations.

Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Rigetti issuing stock for the net assets of SNII, accompanied by a recapitalization. The primary asset acquired from SNII was related to the cash amounts that was assumed at historical costs. Separately, the Company also assumed warrants that were deemed to be derivatives and meet liability classification subject to fair value adjustment measurements upon closing of the Business Combination (the “Closing”). No goodwill or other intangible assets were recorded as a result of the Business Combination.

While SNII was the legal acquirer in the Business Combination, because Legacy Rigetti was deemed the accounting acquirer, the historical financial statements of Legacy Rigetti became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Rigetti prior to the Business Combination; (ii) the combined results of SNII and Legacy Rigetti following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Rigetti at their historical cost; and (iv) the Company’s equity structure for all periods presented.

The equity structure has been retroactively restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s Common Stock, $0.0001 par value per share, issued to Legacy Rigetti shareholders and Legacy Rigetti convertible preferred shareholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Rigetti redeemable convertible preferred stock and Legacy Rigetti Common Stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination.

The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. All intercompany transactions and balances have been eliminated in consolidation. All dollar amounts, except share and per share amounts, in the notes are presented in thousands, unless otherwise specified. The condensed consolidated balance sheet as of December 31, 2021, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included as Exhibit 99.1 to the Company’s Current Report on Form

8-K,

dated March 7, 2022. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly the Company’s financial position as of September 30, 2022 and results of operations for the three and nine months ended September 30, 2022 and 2021.

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, 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

and Macroeconomic Conditions

— As of September 30, 2022 and December 31, 2021, the Company’s financial position was not significantly impacted due to the effects of

COVID-19.

However, the duration and intensity of the

COVID-19

pandemic and any resulting disruption to the Company’s operations remains somewhat uncertain, and the Company will continue to assess the impact of the

COVID-19

pandemic on its financial position. Global economic conditions have been worsening, with disruptions to, and volatility in, the credit and financial markets and rising inflation and interest rates in the U.S. and worldwide resulting from the effects of

COVID-19

and otherwise. If these conditions persist and deepen, the Company could experience an inability to access additional capital or our liquidity could otherwise be impacted. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its research and development programs and other efforts.

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. As a result of this change, the Company’s fiscal year now begins on January 1 and ends on December 31 of each year, starting on January 1, 2022. Year-over-year quarterly financial data has been and will continue to be recast to be comparative with the new fiscal quarter ends in the new fiscal year.

Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

On November 14, 2022, the audit committee of the Company’s board of directors (the “Audit Committee”), based on the recommendation of, and after consultation with, the Company’s management, concluded that the Company’s previously issued unaudited interim condensed consolidated financial statements for the quarters ended March 31, 2022 and June 30, 2022 (the “Affected Financials”), each as previously filed with the SEC, should no longer be relied upon and should be restated due to the matters described below. The Company intends to restate such prior period financial statements by filing amendments to the respective Form

10-Qs

for such periods.

Earn-out Valuation

At the closing of the Company’s business combination with Supernova Partners Acquisition Company II Ltd. on March 2, 2022 (the “Closing”), (i) 2,479,000 shares of the Company’s “Common Stock, held by Supernova Partners II LLC (the “SPAC Sponsor”) (such shares, 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 the 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 Common Stock held by the SPAC 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 the 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 Vesting Shares”). Any Sponsor Vesting Shares that remain unvested after the fifth anniversary of the Closing will be forfeited.

The Sponsor Vesting Shares are accounted for as liability classified instruments because the

earn-out

triggering events that determine the number of Sponsor Vesting Shares to be earned back by the SPAC Sponsor include outcomes that are not solely indexed to the Common Stock. As part of the Company’s accounting for the

earn-out

liability related to the Sponsor Vesting Shares in connection with the preparation of the financial statements for the three months ended September 30, 2022, the Company evaluated the valuation assumptions utilized in estimating the fair value of the Sponsor Vesting Shares using a Monte Carlo simulation model. During this evaluation, it was determined that the volatility assumption used in the valuation of the

earn-out

liability related to the Sponsor Vesting Shares, which is based on a weighted average of the volatilities of the trading price of the common stock for a group of comparable public companies, the trading price of the Company’s common stock and the trading price of the Company’s Public Warrants (as defined below), should be revised to include a greater weight for the volatility of the trading price of the Company’s Public Warrants and should have included such greater weighting in calculating the values of the

earn-out

liability used in preparation of the Affected Financials.

The Company assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99, and concluded that the error is material to the Affected Financials based upon quantitative aspects of the error. The revised weighting used for the volatility assumption in the estimation of the fair value of the Sponsor Vesting Shares had the following impact:

•

a decrease in the Earn-out Liabilities recorded on the unaudited condensed consolidated balance sheets as of March 31, 2022 and June 30,2022 included in the Affected Financials;

•

a decrease in the gain from Change in the Fair Value of

Earn-out

Liability recorded in the unaudited condensed consolidated statements of operations for the periods ended March 31, 2022 and June 30, 2022 included in the Affected Financials;

•

an increase in Net Loss and Net Loss per Share recorded in the unaudited condensed consolidated statements of operations for the periods ended March 31, 2022 and June 30, 2022 included in the Affected Financials; and

•

a decrease in the Change in the Fair value of

Earn-out

Liability recorded in the unaudited condensed consolidated statements of cash flows as supplemental disclosure of

non-cash

financing activities for the periods ended March 31, 2022 and June 30, 2022 included in the Affected Financials (the Earn-out Liabilities related adjustments are marked with an “(a)” in the table below).

Private Warrant Valuation

Prior to the Business Combination, SNII issued 4,450,000 private placement warrants (“Private Warrants”). Each whole warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $11.50 per share, subject to adjustments and will expire five years after the Business Combination or earlier upon redemption or liquidation. The Company reassessed the calculations of fair value for its Private Warrants that are treated as derivative warrant liabilities for the periods ended March 31, 2022 and June 30, 2022.

As part of the Company’s accounting for the derivative warrant liability related to the Private Warrants in connection with the preparation of the financial statements for the three months ended September 30, 2022, the Company evaluated the valuation assumptions used in estimating the fair value of the Private Warrants. During this evaluation, it was determined that the calculated volatility used in the valuation of the derivative warrant liability related to the Private Warrants was based on the assumption that such warrants were not subject to redemption at $10 per share but were subject to redemption at $18 per share. The Private Warrants, however, are not redeemable at either of these prices as long as the warrants are held by either the Sponsor or its permitted transferees. During the first two quarters of the 2022 fiscal year, the Private Warrants were held by the Sponsor; therefore, the Private Warrants were not redeemable at either price during such periods. The Company revised this assumption in the calculation of the volatility of the Private Warrants, which impacted the valuation of the liability related to the Private Warrants included in the Affected Financials.

The Company assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99, and concluded that the error is material to the Affected Financials based upon quantitative aspects of the error. The revised assumption used for the calculation of the volatility in the estimation of the fair value of the Private Warrants had the following impact:

•

an increase in the Derivative Warrant Liabilities recorded on the unaudited condensed consolidated balance sheets as of March 31, 2022 and as of June 30,2022 included in the Affected Financials;

•

a decrease in the gain from the Change in the Fair Value of Derivative Warrant Liabilities recorded in the unaudited condensed consolidated statement of operations for the period ended March 31, 2022 , an increase in the gain from the Change in the Fair Value of Derivative Warrant Liabilities for the three months ended June 30, 2022 and a decrease in the gain from the Change in the Fair Value of Derivative Warrant Liabilities for the six months ended June 30, 2022 included in the Affected Financials;

•

an increase in Net Loss and Net Loss per Share recorded in the unaudited condensed consolidated statements of operations for the period ended March 31, 2022 , a decrease in Net Loss and Net Loss per Share for the three months ended June 30, 2022 and an increase in Net Loss and Net Loss per Share for the six months ended June 30,2022 included in the Affected Financials; and

•

a decrease in the Change in Fair value of Derivatives Liability recorded in the unaudited condensed consolidated statements of cash flows as supplemental disclosure of

non-cash

financing activities for the periods ended March 31, 2022 and June 30, 2022 included in the Affected Financials (the Private Warrant adjustments are marked with an “(d)” in the table below).

Additional Operating Expenses

In addition, the Company has completed analysis with respect to the treatment of additional operating expenses relating to electrical utility fees for a portion of the electrical usage at its Berkeley location since 2019 that were not paid and recognized in prior periods. The Company has cumulatively recorded an accrual of $1.5 million for the three months ended March 31, 2022, which includes an out-of-period adjustment of $1.3 million in relation to expense incurred in 2019 through 2021, and an additional $0.1 million to accrue for the three months ended June 30, 2022, and recorded operating expenses of $0.1 million in its financial statements for the quarter ended September 30, 2022. The expenses have been recorded as research and development expenses in the financial statements for these respective periods. The impact of the additional operating expenses recorded increased accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheet and research and development expenses, operating expenses, operating loss and net loss recorded in the unaudited condensed consolidated statements of operations in the Affected Financials (the additional operating expense adjustments are marked with a “(b)” in the table below).

Trinity Warrant Valuation

As part of the restatement of the financial statements for the quarters ended March 31, 2022 and June 30, 2022, the Company also recorded the correction of an immaterial error related to the valuation of the liability associated with the warrants issued to Trinity Capital Inc. in the restated financial statements for the quarter ended March 31, 2022, and reversed the out-of-period adjustment it had previously recorded for such immaterial error in the financial statements for the quarter ended June 30, 2022 in the restated financial statements for such period. The Company reduced Derivative Warrant Liabilities by $1.3 million in the condensed consolidated balance sheet as of March 31, 2022 and increased the Change in Fair Value of Derivative Warrant Liabilities by $1.3 million in the restated unaudited condensed consolidated statement of operations for the period ended March 31, 2022 for the revaluation of the liability associated with the warrants issued to Trinity Capital. The increase to the Change in Fair Value of Derivative Warrant Liabilities increased total other income (expense) and decreased net loss recorded in the unaudited condensed consolidated statement of operations for the period ended March 31, 2022. The reversal of the out of period adjustment from the financial statements for the quarter ended June 30, 2022 decreased total other income (expense) and increased net loss recorded in the restated unaudited condensed consolidated statement of operations for the period ended June 30, 2022 (the Trinity Warrant adjustments are marked with a “(c)” in the table below).

The Company recorded the following

adjustments to correct the prior period errors in the financial statements as of and for the period ended March 31, 2022 such that the consolidated balance sheet and the

year-to-date

consolidated statement of operations appropriately reflect the accounting impacts of the related transactions (in thousands):

Restated Condensed Consolidated Balance Sheet (unaudited)


	As of March 31, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)			To be adjusted - (d)			To be adjusted - Total			As Restated
Accrued expenses and other current liabilities	$	5,230		$	—		$	1,478		$	—		$	—		$	1,478		$	6,708
Total current liabilities		11,567			—			1,478			—			—			1,478			13,045
Derivative warrant liabilities		24,001			—			—			(1,331	)		3,827			2,496			26,497
Earn-out liabilities		16,949			(2,527	)		—			—						(2,527	)		14,422
Total liabilities		80,473			(2,527	)		1,478			(1,331	)		3,827			1,447			81,920
Additional paid-in capital		382,959			6,170			—			—			(445	)		5,725			388,684
Accumulated deficit		(217,601	)		(3,643	)		(1,478	)		1,331			(3,382	)		(7,172	)		(224,773	)
Total stockholders’ equity (deficit)		165,430			2,527			(1,478	)		1,331			(3,827	)		(1,447	)		163,983

Restated Condensed Consolidated Statement of Operations (unaudited)


	For the Three Months Ended March 31, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)		To be adjusted - (d)			To be adjusted - Total			As Restated
Research and development	$	12,449		$	—		$	1,478		$	—	$	—		$	1,478		$	13,927
Total operating expenses		25,484			—			1,478			—		—			1,478			26,962
Loss from operations		(23,794	)		—			(1,478	)		—		—			(1,478	)		(25,272	)
Change in fair value of derivate warrant liabilities		5,822			—			—			1,331		(3,382	)		(2,051	)		3,771
Change in fair value of earn-out liability		9,634			(3,643	)		—			—		—			(3,643	)		5,991
Total other income (expense), net		13,324			(3,643	)		—			1,331		(3,382	)		(5,694	)		7,630
Net loss	$	(10,470	)	$	(3,643	)	$	(1,478	)	$	1,331	$	(3,382	)	$	(7,172	)	$	(17,642	)
Net loss per share attributed to common stockholders - basic and diluted	$	(0.20	)												$	(0.13	)	$	(0.33	)

Restated Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholder’s (Deficit) Equity as of March 31, 2022 (unaudited)


	As of March 31, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)		To be adjusted - (d)			To be adjusted - Total			As Restated
Additional Paid-In Capital	$	382,959		$	6,170		$	—		$	—	$	(445	)	$	5,725		$	388,684
Accumulated deficit		(217,601	)		(3,643	)		(1,478	)		1,331		(3,382	)		(7,172	)		(224,773	)
Total Stockholders’(Deficit)Equity		165,430			2,527			(1,478	)		1,331		(3,827	)		(1,447	)		163,983

Restated Condensed Consolidated Statement of Cash Flows (unaudited)


	For the Three Months Ended March 31, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)			To be adjusted - (d)			To be adjusted - Total			As Restated
Net loss	$	(10,470	)	$	(3,643	)	$	(1,478	)	$	1,331		$	(3,382	)	$	(7,172	)	$	(17,642	)
Accrued expenses and other current liabilities		2,606			—			1,478			—			—			1,478			4,084
Change in fair value of derivate warrant liabilities		(5,822	)		—			—			(1,331	)		3,382			2,051			(3,771	)
Change in fair value of earn-out liability		(9,634	)		3,643			—			—			—			3,643			(5,991	)
Net cash in operating activities		(15,721	)		—			—			—			—			—			(15,721	)

There was no impact to net cash used in operating activities for the three months ended March 31, 2022.

The cumulative impact of the error corrections on the Company’s accumulated deficit and net loss was $7.2 million, and the impact on stockholders’ equity (deficit) was $1.4 million as of and for the period ended March 31, 2022.

The Company recorded the following adjustments to correct the prior period errors in the financial statements as of and for the period ended June 30, 2022 such that the consolidated balance sheet and the

year-to-date

consolidated statement of operations appropriately reflect the accounting impacts of the related transactions (in thousands):

Restated Condensed Consolidated Balance Sheet (unaudited)


	As of June 30, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)		To be adjusted - (d)			To be adjusted - Total			As Restated
Accrued expenses and other current liabilities	$	4,428		$	—		$	1,590		$	—	$	—		$	1,590		$	6,018
Total current liabilities		11,279			—			1,590			—		—			1,590			12,869
Derivative warrant liabilities		8,944			—			—			—		3,204			3,204			12,148
Earn-out liabilities		8,925			(1,070	)		—			—					(1,070	)		7,855
Total liabilities		54,765			(1,070	)		1,590			—		3,204			3,724			58,489
Additional paid-in capital		401,290			6,170			—			—		(445	)		5,725			407,015
Accumulated deficit		(227,575	)		(5,101	)		(1,590	)		—		(2,759	)		(9,450	)		(237,025	)
Total stockholders’ equity (deficit)		173,825			1,069			(1,590	)		—		(3,204	)		(3,725	)		170,100

Restated Condensed Consolidated Statements of Operations (unaudited)


	For the Three Months Ended June 30, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)			To be adjusted - (d)		To be adjusted - Total			As Restated
Research and development	$	12,634		$	—		$	113		$	—		$	—	$	113		$	12,747
Total operating expenses		26,906			—			113			—			—		113			27,019
Loss from operations		(25,645	)		—			(113	)		—			—		(113	)		(25,758	)
Change in fair value of derivate warrant liabilities		8,687			—			—			(1,331	)		623		(708	)		7,979
Change in fair value of earn-out liability		8,024			(1,458	)		—			—			—		(1,458	)		6,566
Total other income (expense), net		15,671			(1,458	)		—			(1,331	)		623		(2,166	)		13,505
Net loss	$	(9,974	)	$	(1,458	)	$	(113	)	$	(1,331	)	$	623	$	(2,279	)	$	(12,253	)
Net loss per share attributed to common stockholders - basic and diluted	$	(0.09	)												$	(0.02	)	$	(0.11	)


	For the Six Months Ended June 30, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)		To be adjusted - (d)			To be adjusted - Total			As Restated
Research and development	$	25,083		$	—		$	1,590		$	—	$	—		$	1,590		$	26,673
Total operating expenses		52,391			—			1,590			—		—			1,590			53,981
Loss from operations		(49,440	)		—			(1,590	)		—		—			(1,590	)		(51,030	)
Change in fair value of derivate warrant liabilities		14,509			—			—			—		(2,759	)		(2,759	)		11,750
Change in fair value of earn-out liability		17,658			(5,101	)		—					—			(5,101	)		12,557
Total other income (expense), net		28,996			(5,101	)		—			—		(2,759	)		(7,860	)		21,136
Net loss	$	(20,444	)	$	(5,101	)	$	(1,590	)	$	—	$	(2,759	)	$	(9,450	)	$	(29,894	)
Net loss per share attributed to common stockholders - basic and diluted	$	(0.24	)												$	(0.12	)	$	(0.36	)

Restated Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholder’s (Deficit) Equity as of June 30, 2022 (unaudited)


	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)		To be adjusted - (d)			To be adjusted - Total			As Restated
Additional Paid-In Capital	$	401,290		$	6,170		$	—		$	—	$	(445	)	$	5,725		$	407,015
Accumulated deficit		(227,575	)		(5,101	)		(1,590	)		—		(2,759	)		(9,450	)		(237,025	)
Total Stockholders’ (Deficit) Equity		173,825			1,069			(1,590	)		—		(3,204	)		(3,725	)		170,100

Restated Condensed Consolidated Statement of Cash Flows (unaudited)


	For the Six Months Ended June 30, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)		To be adjusted - (d)			To be adjusted - Total			As Restated
Net loss	$	(20,444	)	$	(5,101	)	$	(1,590	)	$	—	$	(2,759	)	$	(9,450	)	$	(29,894	)
Accrued expenses and other current liabilities		967			—			1,590			—		—			1,590			2,557
Change in fair value of derivative warrant liabilities		(14,509	)		—			—			—		2,759			2,759			(11,750	)
Change in fair value of earn-out liability		(17,658	)		5,101			—			—		—			5,101			(12,557	)
Net cash used in operating activities		(35,085	)		—			—			—		—			—			(35,085	)

The cumulative impact of the error correction on the Company’s accumulated deficit was $9.5 million; the impact on stockholders’ equity (deficit) was $3.7 million; and the impact on net loss was $2.3 million as of and for the three months ended June 30, 2022. The cumulative impact of the error correction on the Company’s net loss for the six months ended June 30, 2022 was $9.5 million. There was no impact to net cash used in operating activities for the six months ended June 30, 2022.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Emerging Growth Company

— Following the Business Combination, the Company qualifies as an emerging growth company (‘‘EGC’’) as defined in the Jumpstart our Business Startups (‘‘JOBS’’) Act. The JOBS Act permits companies with EGC status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. The Company intends to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of

the

date the Company (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the consolidated financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates.

The Company anticipates that it will remain an EGC under the

JOBS

Act until the earliest of (a) the last day of Rigetti’s first fiscal year following the fifth anniversary of the completion of SNII’s initial public offering, (b) the last date of Rigetti’s fiscal year in which Rigetti has total annual gross revenue of at least $1.24 billion, (c) the date on which Rigetti is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by

non-affiliates

or (d) the date on which Rigetti has issued more than $1.0 billion in

non-convertible

debt securities during the previous three years.

Use of Estimates

— The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Such management estimates include, but are not limited to, the fair value of share-based awards, the fair value of the convertible preferred stock warrants, fair value of the Forward Warrant Agreement (as defined below) , the fair value of derivative warrant liabilities, the fair value of Sponsor Vesting Shares issued in connection with the business combination (See Note 3), goodwill and intangible assets, accrued liabilities and contingencies, depreciation and amortization periods, revenue recognition 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 unaudited condensed consolidated financial statements; therefore, actual results could differ from those estimates.

Reclassifications

— Certain amounts reported previously have been

reclassified

to conform to the current quarter 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 the Business Combination or issuance of shares under a registration statement filed with the SEC. After consummation of the Business Combination or issuance of shares, costs allocated to equity-classified instruments are recorded as a reduction to additional

paid-in

capital. Costs allocated to liability-classified instruments are expensed.

The Company incurred

1.7

million

and

2.6

million of offering costs for the three and nine months ended September 30, 2022, respectively, which related to filing new registration statements with the SEC after the close of the Business Combination. These costs are incremental to those disclosed in Note 3. The Company did

t incur deferred offering costs for the three and nine months ended September 30,

2021. A

portion of the offering costs amounting to $0.7 million relates to the Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC. As of September 30, 2022, while the registration statement related to the Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC was filed with the SEC, there were no shares issued other than the commitment shares referred to in Note 9. As such $

0.7

million of the offering costs were classified as deferred offering

costs.

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 statements 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 gain/(loss) consists of foreign currency translation adjustments that result from consolidation of its foreign entities and unrealized gain/(loss) on

available-for-sale

securities.

Cash, Cash Equivalents and Restricted Cash

— As of September 30, 2022 and December 31, 2021, cash consists primarily of checking and savings deposits. As of September 30, 2022, cash equivalents consist primarily of money market funds, and there were no cash equivalents at December 31, 2021. The Company considers all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents. These cash equivalents are stated at cost which approximates fair value.

The Company’s restricted cash balance classifies all cash whose use is limited by contractual provisions. As of September 30, 2022, restricted cash consists of cash secured as collateral for letters of credit in favor of the Company’s landlord. The Company may not access these funds until it vacates this office space (leases expire in 2029). As of December 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 following table provides a reconciliation of cash and cash equivalents and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows for the nine months ended September 30, 2022: (In thousands)


	September 30,		December 31,
	2022		2021
Cash and cash equivalents	$	73,837	$	11,729
Restricted cash		117		317

Total cash and cash equivalents and restricted cash	$	73,954	$	12,046

Investments

—

The Company classifies its investments in fixed income securities as

available-for-sale

debt

investments

. The Company’s investments consist of U.S Treasury securities, commercial paper, and corporate bonds that have a maturity of one year or less. These investments are recorded in our consolidated balance sheets at fair value. The fair value of our underlying investments is based on observable inputs and classified as Level 1 and Level 2. Unrealized gains and losses on these investments are included as a separate component of Accumulated Other Comprehensive Income (Loss). The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the statements of operations. See Note 12 for further information on fair value.

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 the period 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 September 30, 2022 and December 31, 2021, the Company does not have any allowances for doubtful accounts.

Impairment of Long-Lived Assets and Goodwill

— Long-lived assets, primarily 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 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 three and nine months ended September 30, 2022 and 2021, no impairment charge has been recorded.

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. The Company believes that no triggering event has taken place through September 30, 2022.

However, with the macroeconomic uncertainty and the decline in the Company’s stock price, there could be a

non-cash

charge for impairment in a future period should the decline in stock price subsequent to September 30, 2022 be sustained, the Company experiences negative changes to its position in the market or lack of growth in demand for its products and services. As additional facts and circumstances evolve, the Company will continue to observe and assess whether an impairment trigger has occurred and whether any future impairment assessments result in

non-cash

impairment charges in future periods.

Public and Private Warrants

— Prior to the Business Combination, SNII issued 4,450,000 Private Warrants and 8,625,000 public warrants (“Public Warrants” and collectively, “Warrants”). Each whole warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $11.50 per share, subject to adjustments and will expire five years after the Business Combination or earlier upon redemption or liquidation.

The Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Private Warrants contain provisions that cause the settlement amounts to be dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a

fixed-for-fixed

option on equity shares. Therefore, the Private Warrants are not considered indexed to the Company’s stock and should be classified as a liability. Since the Private Warrants meet the definition of a derivative, the Company recorded the Private Warrants as liabilities on the condensed consolidated balance sheet at fair value upon the Closing, with subsequent changes in the fair value recognized in the condensed consolidated statements of operations at each reporting date. The fair value of the Private Warrants was measured using the Black-Scholes

option-pricing

model at each measurement date. The Public Warrants also fail to meet the indexation guidance in ASC 815 and are accounted for as liabilities as the Public Warrants include a provision whereby in a scenario on which there is not an effective registration statement, the warrant holders have a cap, 0.361 Common Stock per warrant (subject to adjustment), on the issuable number of shares in a cashless exercise.

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 an option pricing model.

On the consummation of the Business Combination, the Company recorded a liability related to the Private Warrants of

$9.6

million (as restated and discussed in Note 1), with an offsetting entry to additional paid-in capital. On September 30, 2022, the fair value of the Private Warrants decreased

$2.2 million,

with the gain on the change in fair value recorded in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022. See Note 10 and 12, for further information on fair value.

Similarly, on consummation of the Business Combination, the Company recorded a liability related to the Public Warrants of $16.3 million, with an offsetting entry to additional

paid-in

capital. On September 30, 2022, the fair value of the Public Warrants decreased to $1.9 million with the gain on fair value change recorded in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022. See Note 10 and 12, for further information on fair value.

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.

Other than the Public and Private Warrants noted above, the Company also issued other warrants which are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts 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 are subsequently remeasured at each reporting period with changes recorded as a component of other (expense) income in the Company’s consolidated statements 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.

Earn-Out

Liability

— At the closing of the Business Combination, the SPAC Sponsor subjected certain Sponsor Vesting Shares to forfeiture and vesting as of the Closing Date if thresholds related to the weighted average price of Common Stock are not met for the duration of various specified consecutive day trading periods during the

five-year

period following the Closing (the “Earn-Out Triggering Events”). Any such shares held by the Sponsor that remain unvested after the fifth anniversary of the Closing will be forfeited.

These Sponsor Vesting Shares are accounted for as liability classified instruments because the

Earn-Out

Triggering Events that determine the number of Sponsor Vesting Shares to be earned back by the Sponsor include outcomes that are not solely indexed to the Common Stock of the Company. The aggregate fair value of the Sponsor Vesting Shares on the Closing date was estimated using a Monte Carlo simulation model and was determined to be $

20.4

million (as restated and discussed in Note 1) at the Closing Date.

of September 30, 2022, the

Earn-Out

Triggering Events were not achieved for any of the tranches, and as such, the Company adjusted the carrying amount of the liability to its estimated fair value of $

3.0

million

after applying the revised valuation inputs described in Note 1.

The change in the fair value of $

4.9

million and $

17.4

million is included in gain on fair value change, net in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022

applying the revised valuation inputs described in Note 1

Significant inputs into the respective models at March 2, 2022 (the initial recognition) and September 30, 2022 are as follows:


Valuation Assumptions	Initial Recognition on March 2, 2022			September 30, 2022
Stock Price	$	9.43		$	1.88
Simulated trading days		1,198.00			1,114.00
Volatility (annual)(1)		30.50	%		80.30	%
Risk-free rate		1.74	%		4.07	%
Estimated time to expiration (years)		5			4.42

(1)	As revised and discussed in Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

Revenue Recognition

— The Company generates revenue through its Quantum Computing as a Service (“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 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.

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 our 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.

Net income (loss) per share

— Basic net loss per common share is computed by dividing the net loss available to Common Stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Diluted net loss per common share is computed by dividing the net loss available to Common Stockholders adjusted by any preferred stock dividends declared during the period by the weighted average number of common shares and potential common shares outstanding when the impact is not antidilutive. Potential common shares from stock options, unvested restricted stock units and Common Stock warrants are computed using the treasury stock method, while those from convertible Series C and

C-1

Preferred Stock are computed using the

if-converted

method. Contingently issuable shares are included in basic Earnings Per Share (“EPS”) only when there is no circumstance under which those shares would not be issued. Shares issuable for little or no cash consideration shall be considered outstanding common shares and included in the computation of basic EPS.

Stock-Based Compensation

— The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation. The Company’s share-based compensation awards are all equity-classified and consist of stock options, restricted stock units (“RSU”) and restricted stock awards (“RSA”). Stock options have service vesting conditions ranging from 1 to 5 years. RSAs are fully vested on grant date. RSUs granted under the Rigetti & Co., Inc. 2013 Equity Incentive Plan (the “2013 Plan”) have a

4-year

service vesting condition and a performance condition linked to the occurrence of a liquidity event defined as a

change-in-control

event, successful initial public offering or successful merger with a special purpose acquisition company, which was satisfied at the Closing. RSUs granted under the Rigetti Computing, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) have service vesting condition only.

Compensation expenses are based on the grant-date fair value of the awards and recognized over the requisite service period using a straight-line method for stock options and RSUs granted under the 2022 Plan. Compensation expense for RSUs granted under the 2013 Plan are recognized using a graded vesting method. Compensation expense for RSAs are recognized fully on grant date. The Company has elected to account for forfeitures of employee stock awards as they occur.

Concentrations of Credit Risk

— Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, commercial paper, corporate bonds, and trade accounts receivable. The Company’s cash and cash equivalents and short-term investments are 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 and cash equivalents or short-term investments.

Significant customers that represent 10% or more of revenue are set forth in the following tables:


	For the Nine Months Ended September 30,
Customer	2022			2021
Customer A		26	%		20	%
Customer B		20	%		18	%
Customer C		18	%		19	%
Customer D		17	%		25	%
Customer E		*			16	%


	For the Three Months Ended September 30,
Customer	2022			2021
Customer A		35	%		*
Customer B		23	%		16	%
Customer C		18	%		14	%
Customer D		14	%		*
Customer E		*			42	%
Customer F		*			28	%

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

Significant customers that represent 10% or more of accounts receivable are set forth in the following tables:


	September 30,			December 31,
Customer	2022			2021
Customer A		44	%		*
Customer B		27	%		34	%
Customer C		21	%		35	%
Customer D		*			29	%

*	Customer accounted for less than 10 % of accounts receivable in the respective period

For the three and nine months ended September 30, 2022, sales to government entities comprised 77.26% and 74.08% of the Company’s total revenue, respectively. For the three and nine months ended September 30, 2021, sales to government entities comprised 84.41% and 79.55% of the Company’s total revenue, respectively.

Recently Issued Accounting Pronouncements

— In June 2022, the FASB issued ASU

2022-03, ASC

Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The FASB issued this update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The ASU is effective for the Company after December 15, 2024, and interim periods within those fiscal years, with early adoption permitted. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.

In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842). ASU

2016-02

is amended by ASU

2018-01,

ASU2018-10,

ASU 2018-11, ASU

2018-20

and ASU

2019-01,

which FASB issued in January 2018, July 2018, July 2018, December 2018 and March 2019, respectively (collectively, the amended ASU

2016-02).

The amended ASU

2016-02

requires lessees to recognize on the balance sheet a

right-of-use

asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from current GAAP. The amended ASU

2016-02

retains a distinction between finance leases (i.e., capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amended ASU

2016-02

also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. A modified retrospective transition approach is permitted to be used when an entity adopts the amended ASU

2016-02,

which includes a number of optional practical expedients that entities may elect to apply. The Company plans to adopt the ASC Topic 842 on December 31, 2022 with an effective date of January 1, 2022. The Company is evaluating the changes required to support the adoption of the new standard, including the quantitative impact this guidance will have on its financial statements and related disclosures; however, the Company expects that the adoption of this standard will result in a material increase in assets and liabilities on its consolidated balance sheets, primarily as a result of recognizing assets and liabilities associated with existing office leases.

Business Combination

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Business Combination

3. BUSINESS COMBINATION

As discussed in Note 1, on March 2, 2022, the Business Combination was completed. Pursuant to the Company’s certificate of incorporation, as amended

on March 2, 2022, the Company is authorized to issue 1,000,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.0001, of the Company (the “Preferred Stock”). The holders of shares of Common Stock are entitled to one vote for each share of Common Stock held. The Preferred Stock is

non-voting.

No shares of Preferred Stock were issued and outstanding as of September 30, 2022.

On March 1, 2022, prior to the Closing, as contemplated by the Merger Agreement and following approval by SNII’s shareholders at an extraordinary general meeting of shareholders held on February 28, 2022 (the “Extraordinary General Meeting”), SNII filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation (the “Certificate of Incorporation”) and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SNII 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 (which occurred on March 1, 2022), among other things: (1) each then issued and outstanding Class A ordinary share, par value $

0.0001

per share, of SNII (“SNII Class A ordinary share”) converted automatically, on a one-for-one basis, into a share of Common Stock; (2) each then issued and outstanding Class B ordinary share, par value $

0.0001 per share, of SNII (“SNII Class B ordinary share”) converted automatically, on a

one-for-one

basis, into a share of Common Stock; (3) each then issued and outstanding whole warrant of SNII to purchase one SNII Class A ordinary shares converted automatically into a

Public Warrant

to acquire one share of Common Stock at an exercise price of $11.50 per share pursuant to the Warrant Agreement, dated March 1, 2021, between SNII and American Stock Transfer & Trust Company, as warrant agent; (4) and each then issued and outstanding unit of SNII (the “SNII Units”) was separated and converted automatically into one share of Common Stock and

one-fourth

of one Warrant.

Immediately prior to the effective time of the Business Combination, each share of Legacy Rigetti’s Series C preferred stock and Series

C-1

preferred stock (collectively, the “Legacy Rigetti Preferred Stock”) with Par Value of $0.000001 converted into shares of Common Stock of Legacy Rigetti (“Legacy Rigetti Common Stock”) in accordance with the Amended and Restated Certificate of Incorporation of Legacy Rigetti (such conversion, the “Legacy Rigetti Preferred Conversion”).

As a result of the Business Combination, among other things (1) all outstanding shares of Legacy Rigetti Common Stock as of immediately prior to the Closing (including Legacy Rigetti Common Stock resulting from the Legacy Rigetti Preferred Stock Conversion), were exchanged at an exchange ratio of 0.7870 (the “Exchange Ratio”) for an aggregate of 78,959,579 shares of Common Stock; (2) each warrant to purchase Legacy Rigetti Common Stock converted into a warrant to purchase shares of Common Stock (“Assumed Warrant”), with each Assumed Warrant subject to the same terms and conditions as were applicable to the original Legacy Rigetti warrant and having an exercise price and number of shares of Common Stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement; (3) each option to purchase Legacy Rigetti Common Stock converted into an option to purchase shares of Common Stock (“Assumed Option”), with each Assumed Option subject to the same terms and conditions as were applicable to the original Legacy Rigetti option and with an exercise price and number of shares of Common Stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement, and; (4) each Legacy Rigetti restricted stock unit award converted into a restricted stock unit award to receive shares of Common Stock (“Assumed RSU Award”), with each Assumed RSU Award subject to the same terms and conditions as were applicable to the Legacy Rigetti restricted stock unit award, and with the number of shares of Common Stock to which the Assumed RSU Award converted based on the Exchange Ratio and other terms contained in the Merger Agreement.

In connection with the execution of the Merger Agreement, SNII entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor, Legacy Rigetti and SNII’s directors and officers. Pursuant to the Sponsor Support Agreement, the Sponsor and SNII’s directors and officers (“Sponsor Holders”), among other things, agreed to vote all of their shares of SNII capital stock in favor of the approval of the Business Combination. In addition, pursuant to the Sponsor Support Agreement, (i) 2,479,000 shares of Common Stock held by the Sponsor Holders became 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 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 Common Stock held by the Sponsor Holders became 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 Common Stock equals or exceeds $15.00

for any

twenty trading days

within a period of

thirty consecutive trading days

. Any such shares held by the Sponsor Holders that remain unvested after the fifth anniversary of the Closing will be forfeited. (Refer to Note 2 for related significant accounting policy for Sponsor

Earn-Out

Liability)

Concurrently with the execution of the Merger Agreement, SNII entered into Subscription Agreements (the “Initial Subscription Agreements”) with certain investors (together, the “Initial PIPE Investors”), pursuant to which the Initial PIPE Investors agreed to subscribe for and purchase, and SNII agreed to issue and sell to the Initial PIPE Investors, an aggregate of 10,251,000 shares of Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $102.5 Million (the “Initial PIPE Financing”). On December 23, 2021, SNII entered into Subscription Agreements (the “Subsequent Subscription Agreements”, and together with the Initial Subscription Agreements, the “Subscription Agreements”) with two “accredited investors” (as such term is defined in Rule 501 of Regulation D) (the “Subsequent PIPE Investors”, and together with the Initial PIPE Investors, the “PIPE Investors”) pursuant to which the Subsequent PIPE Investors agreed to subscribe for and purchase, and SNII agreed to issue and sell to the Subsequent PIPE Investors, an aggregate of 4,390,244 shares of Common Stock at a price of $10.25 per share, for aggregate gross proceeds of $45.0 Million (the “Subsequent PIPE Financing”, and together with the Initial PIPE Financing, the “PIPE Financing”). Pursuant to the Subscription Agreements, Rigetti agreed to provide the PIPE Investors with certain registration rights with respect to the shares purchased as part of the PIPE Financing. The PIPE Financing was consummated immediately prior to the Merger.

The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, SNII was treated as the “acquired” company for financial reporting purposes.

In accounting for the Business Combination and after redemptions, net proceeds received by the Company totaled $225.6 million. The table below shows the net proceeds from business combination and PIPE financing (in thousands):


	Amount (in thousands)
Cash - SNII trust and cash (net of redemption)	$	115,879
Cash - PIPE		147,510
Cash - SNII operating account		325
Less: SNII transaction cost		(38,110	)

Net Proceeds from Business Combination and PIPE	$	225,604

Transaction costs consist of direct legal, accounting and other fees relating to the consummation of the Merger. Legacy Rigetti transaction costs specific and directly attributable to the business combination totaled $20.65

million. These costs were initially capitalized as incurred in deferred offering assets on the consolidated balance sheets. Upon the Closing, transaction costs related to the issuance of shares were recognized in stockholders’ equity (deficit) while costs associated with the Public Warrants, Private Warrants and Sponsor Vesting Shares were expensed in the consolidated statements of operations. Of the total transaction cost of $

20.65 million, $19.75 million was recorded to additional

paid-in

capital as a reduction of proceeds and the remaining $0.9 million was recognized in the condensed consolidated statements of operations during the nine months ended September 30, 2022. Transaction cost paid through cash during the nine months ended September 30, 2022 equals $16.7 million with no amounts paid during the three months ended September 30, 2022. For the nine months ended September 30, 2022, the Company also paid a

one-time

bonus to certain employees related to the business combination of $2.1 million with no amounts paid during the three months ended September 30, 2022.

The amount recorded to additional

paid-in-capital

was $159.55 million

(as restated and discussed in Note 1),

comprised of $225.6 million net proceeds less $19.75 million transaction costs, $16.3 million recognized for the Public Warrant liabilities, $9.6 million

(as restated and discussed in Note 1)

recognized for the Private Warrant liabilities, and $20.4 million recognized for the

earn-out

liabilities.

The number of shares of Common Stock issued immediately following the consummation of the Business Combination was as follows:


Common Stock - SNII Class A, outstanding prior to Business Combination	34,500,000
Less: redemption of SNII Class A ordinary shares	(22,915,538	)

Common Stock - SNII Class A ordinary shares	11,584,462
Common Stock - SNII Class B ordinary shares*	8,625,000
Shares issued in PIPE	14,641,244

Business Combination and PIPE shares	34,850,706
Common Stock - Legacy Rigetti**	18,221,069
Common Stock - exercise of Legacy Rigetti stock options immediately prior to the closing**	1,123,539
Common Stock - exercise of Legacy Rigetti warrants immediately prior to the closing**	2,234,408
Common Stock - upon conversion of Legacy Rigetti Series C preferred stock**	54,478,261
Common Stock - upon conversion of Legacy Rigetti Series C-1 preferred stock**	2,902,302

Total shares of Common Stock immediately after Business Combination	113,810,285

*	Includes (i) 2,479,000 shares of Common Stock held by the Sponsor (the “Promote Sponsor Vesting Shares”) and (ii) 580,273 shares of Common Stock held by the Sponsor (“Sponsor Redemption-Based Vesting Shares”).

(i) all

outstanding shares of Legacy Rigetti Common Stock as of immediately prior to the Closing (including Legacy Rigetti Common Stock resulting from the Legacy Rigetti Preferred Stock Conversion), were exchanged at an exchange ratio of 0.7870 (the “Exchange Ratio”). (ii) the conversion ratio to Legacy Rigetti Common Stock for the Legacy Series C Preferred Stock was

one-for-one

and for Legacy Series C-1 Preferred Stock was

eight-for-one.

Investments

9 Months Ended

Sep. 30, 2022

Investments, Debt and Equity Securities [Abstract]

Investments

4. INVESTMENTS

As of September 30, 2022, investment securities in the Company’s Trust Account consisted of $33.0 million in money market funds, $57.7 million in United States Treasury securities, $3.6 million in corporate bonds and $25.9 million in commercial paper. The money market funds are classified as cash equivalents in the condensed consolidated balance sheets. The Company classifies its investments in fixed income securities as

available-for-sale.

Available-for-sale

marketable securities are recorded at their estimated fair value. The amortized cost, gross unrealized holding loss included in other comprehensive income, and fair value of the investment securities on September 30, 2022 are presented in the table below. The Company did not hold investment securities at December 31, 2021.


	Amortized Cost as of September 30, 2022		Gross Unrealized Holding Loss			Fair Value as of September 30, 2022

	(in thousands)
Cash Equivalents:
Money Market Funds	$	32,985	$	—		$	32,985
Short-term investments:
United States Treasury Securities		58,066		(339	)		57,727
Corporate Bonds		3,572		(17	)		3,555
Commercial Papers		25,904		—			25,904

	$	120,527	$	(356	)	$	120,171

The Company reviews the individual securities that have unrealized losses in its short-term investment portfolio on a regular basis. The Company evaluates whether it has the intention to sell any of these investments and whether it is more likely than not that it will be required to sell any of them before recovery of the amortized cost basis. Neither of these criteria were met in any period presented. The Company additionally evaluates whether the decline in fair value of the securities below their amortized cost basis is related to credit losses or other factors. Based on this evaluation, the Company determined that unrealized losses of the above securities were primarily attributable to changes in interest rates and

non-credit

related factors. Accordingly, the Company determined that the unrealized losses were not other-than-temporary and that recording an impairment was therefore unnecessary for its short-term investments as of September 30, 2022.

Revenue Recognition

9 Months Ended

Sep. 30, 2022

Disaggregation of Revenue [Line Items]

Revenue Recognition

5. 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 for the three and nine months ended September 30, 2022 and September 30, 2021:


	Three Months Ended		Three Months Ended
	September 30,		September 30,
	2022		2021
Type of Goods or Service	(In thousands)
Collaborative research and other professional services	$	1,990	$	2,405
Access to quantum computing systems		814		514

	$	2,804	$	2,919

Timing of Revenue Recognition
Revenue recognized at a point in time	$	—	$	—
Revenue recognized over time		2,804		2,919

	$	2,804	$	2,919


	Nine Months Ended		Nine Months Ended
	September 30,		September 30,
	2022		2021
Type of Goods or Service	(In thousands)
Collaborative research and other professional services	$	4,982	$	4,951
Access to quantum computing systems		2,060		1,867

	$	7,042	$	6,818

Timing of Revenue Recognition
Revenue recognized at a point in time	$	—	$	—
Revenue recognized over time		7,042		6,818

	$	7,042	$	6,818

Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of September 30, 2022 and December 31, 2021 were as follows:


	September 30,			December 31,
	2022			2021

	(In thousands)
Trade receivables	$	1,143		$	961
Unbilled receivables	$	1,152		$	582
Deferred revenue	($	811	)	($	985	)

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


	Nine Months Ended
	September 30,
	2022
	(In thousands)
Balance at beginning of period	$	(985	)
Deferral of revenue		(384	)
Recognition of deferred revenue		558

Balance at end of period	$	(811	)

Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of September 30, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $9.3 million. The Company expects to recognize estimated revenues related to performance obligations that are unsatisfied (or partially satisfied) in the amounts of approximately $3.3 million during the remainder of the year ended December 31, 2022, and $6.0 million during the years ended December 31, 2023 and December 31, 2024.

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 September 30, 2022 and December 31, 2021.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies

6. COMMITMENTS AND CONTINGENCIES

Leases —The Company leases office spaces under noncancelable operating lease agreements, which expire through 2029. 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 three months ended September 30, 2022 and 2021 was $0.5 million and $0.3 million, respectively. Rent expense for operating leases for the nine months ended September 30, 2022 and 2021 was $1.3 million and $1.1 million, respectively. The Company has accrued $0.4 million in deferred rent as of September 30, 2022 and December 31, 2021, respectively, primarily relating to one of its office spaces. Deferred rent that will be recognized 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 September 30, 2022 are as follows (in thousands):


As of September 30, 2022 (in thousands)
Remainder of 2022	$	376
2023		1,262
2024		1,299
2025		1,338
2026		1,379
Thereafter		4,006

Total minimum future lease payments	$	9,660

Litigation — The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business. 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.

Financing Arrangements

9 Months Ended

Sep. 30, 2022

Financing Arrangements

7. FINANCING ARRANGEMENTS

Loan and Security Agreement

In March 2021, the Company entered into an agreement (the “Loan Agreement”) with Trinity Capital Inc. (“Trinity”) to secure a debt commitment of $12.0 million (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 Trinity a warrant to purchase shares of Common Stock (the “Trinity Warrants”) which is recorded at fair value using the 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 $15.0 million (the “Tranche B” or the “Amendment”) and $8.0 million of the additional commitment was drawn at the closing and the remaining commitment of $7.0 million was available at the Company’s option at any time through March 10, 2022 subject to certain conditions. The Company drew the $7.0 million in November 2021. In conjunction with the Amendment, the Company cancelled the Initial Warrants and issued 995,099 (783,129 shares post conversion upon the closing of the Business Combination) 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 $2.8 million of debt issuance costs which consist of incremental costs incurred for the lenders and third-party legal firms as well as the fair value of the warrant issued in conjunction with 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 the greater of 11% and the US Prime Rate plus 7.50% 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 19.42 – 25.41% for all tranches of the debt as of September 30, 2022.

In January 2022, the debt agreement was modified to increase the overall debt commitment by $5.0 million (the “Tranche C” or the “Third Amendment”) which was drawn on January 27, 2022. Subject to an interest only period of 19 months, Tranche C incurs interest at a rate of the greater of 11% and the US Prime Rate plus 7.50% per annum, payable monthly, until the maturity date, February 1, 2026. Other modifications per the amendment included an extension of the requirement to raise an additional $75 million of equity and a defined exit fee for the additional $5.0 million to be at 20% of the advanced funds under the amendment. The Company paid an exit fee of $1.0 million which is 20% of the Tranche C amount upon the consummation of a merger. The exit fee is not applicable to Tranche A and Tranche B. In conjunction with the amendment, the Company also guaranteed payment of all monetary amounts owed and performance of all covenants, obligations and liabilities.

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


	September 30,			December 31,

	2022			2021

	(in thousands)
Outstanding principal amount	$	32,000		$	27,000
Add: accreted liability of final payment fee		333			125
Less: unamortized debt discount, long term		(1,583	)		(1,618	)
Less: current portion of long term debt-principal		(7,751	)		(1,291	)

Debt - net of current portion	$	22,999		$	24,216

Current portion of long term debt-principal	$	7,751		$	1,291
Less: current portion of unamortized debt discount		(917	)		(716	)

Debt-current portion	$	6,834		$	575

For the three and nine months ended September 30, 2022 the Company has recorded interest expense of $1.4 million and $3.8 million, which includes the accretion of the end of term liability of $76.5 thousand and $211.2 thousand, the amortization of commitment fee asset of $72.8 thousand and $189.1 thousand and the amortization of debt issuance cost of $256.1 thousand and $671.6 thousand, respectively. The unamortized issuance cost of $2.5 million at September 30, 2022 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 September 30, 2022, are as follows (in thousands):


	September 30,		December 31,

	2022		2021

	(in thousands)
2022	$	702	$	702
2023		9,273		8,682
2024		12,914		11,008
2025		8,734		6,608
2026		377		—

	$	32,000	$	27,000

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.

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Class of Warrant or Right [Line Items]

Redeemable Convertible Preferred Stock	9 Months Ended
Redeemable Convertible Preferred Stock	Sep. 30, 2022
Temporary Equity [Line Items]
Redeemable Convertible Preferred Stock	8. REDEEMABLE CONVERTIBLE PREFERRED STOCK Legacy Rigetti was authorized to issue 73,389,000 shares of Series C preferred stock and 62,537,577 shares of Series C-1 Preferred Stock with a par value of $0.000001 per share for each class of preferred Stock. Legacy Rigetti’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, option or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Immediately prior to the effective time of the Business Combination (Note 3), all Legacy Rigetti preferred stock outstanding converted into shares of Common Stock of Legacy Rigetti (the shares in this Note do not factor in the exchange ratio).

Common Stock

9 Months Ended

Sep. 30, 2022

Class of Stock [Line Items]

Common Stock

9. COMMON STOCK

As discussed in Note 3, on March 2, 2022, the Company consummated a Business Combination which has been accounted for as a reverse capitalization. Pursuant to the certificate of incorporation as amended on March 2, 2022, the Company is authorized to issue 1,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. The holders of shares of Common Stock are entitled to one vote for each share of Common Stock held. The Preferred Stock is

non-voting.

No shares of Preferred Stock were issued and outstanding as of September 30, 2022.

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 a result of the Business Combination (see Note 3), the Company has retroactively adjusted the warrants and stock-based awards outstanding prior to March 2, 2022 to give effect to the Exchange Ratio used to determine the number of shares of Common Stock into which they were converted.

As of September 30, 2022, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments:


	Common Stock
Common Stock Warrants		17,266,056
Stock-Based Awards—RSUs Outstanding		14,797,277
Stock-Based Awards—Options Outstanding		8,307,065

Total		40,370,398

The Company entered into a Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC (“B. Riley”) on August 11, 2022 pursuant to which the Company may issue and sell to B. Riley the lesser of i) $75.0 million in aggregate gross purchase price of newly issued shares of the Company’s Common Stock or ii) an amount not to exceed 23,648,889 shares of Common Stock (such number of shares equal to approximately 19.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of the agreement and inclusive of 171,008 shares of Common Stock issued to B. Riley on August 11, 2022 as consideration for entering into the Common Stock Purchase Agreement). The Company did not issue or sell any shares to B. Riley under the Common Stock Purchase Agreement during the three and nine months ended September 30, 2022 other than the 171,008 shares issued as consideration for entering into the purchase agreement.

In consideration of the parties entering into the foregoing agreement, the parties also entered into a Registration Rights Agreement on August 11, 2022 pursuant to which the Company provides B. Riley with registration rights with respect to such Common Stock and pursuant to which the Company has filed a registration statement covering the resale of such Common Stock.

Upon the initial satisfaction of the conditions to B. Riley’s purchase obligation set forth in the Purchase Agreement, on September 14, 2022 (the “Commencement Date”) the Company will have the right, but not the obligation, from time to time at the Company’s sole discretion over the

24-month

period from and after the Commencement, to direct B. Riley to purchase a specified amount of shares not to exceed the lesser of (i) 1,000,000 shares of Common Stock and (ii) 20% of the total aggregate number (or volume) of shares of Common Stock traded on The Nasdaq Capital Market (“Nasdaq”) during the applicable period beginning at the official open (or “commencement”) of the regular trading session on the applicable purchase date for such purchase and ending at such time that the total aggregate volume of shares of common stock traded on Nasdaq reaches the Purchase Share Volume Maximum

(as defined herein)

for such purchase (

as applicable) (

such period for each purchase, the “Purchase Valuation Period”). “Purchase Share Volume Maximum” means, with respect to a purchase made pursuant to the Purchase Agreement, the number of shares of Common Stock equal to the quotient obtained by dividing the (i) total number of shares of Common Stock to be purchased by B. Riley in the relevant purchase (the “Purchase Share Amount”), by (ii) 0.20 (subject to certain adjustments).

Warrants

9 Months Ended

Sep. 30, 2022

Warrants

10. WARRANTS

As a result of the Business Combination (see Note 3), the Company has retroactively adjusted the Rigetti warrants outstanding and corresponding strike price prior to March 2, 2022 to give effect to the Exchange Ratio used to determine the number of shares of Common Stock into which they were converted.

Liability Classified Warrants

Public Warrants

Each Public Warrant entitles the holder to the right to purchase one share of Common Stock at an exercise price of $11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. The Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in part, at a price of $0.01 per Public Warrant if (i) 30 days’ prior

written notice of redemption is provided to the holders, and (ii) the last reported sale price of the Company’s Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a

30-trading

day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. Upon issuance of a redemption notice by the Company, the warrant holders have a period of 30 days to exercise for cash, or on a cashless basis. As of September 30, 2022, there were 8,625,000 Public Warrants issued and outstanding (Refer to Note 12 for fair value measurement).

Private Warrants

The Private Warrants may not be redeemed by the Company so long as the Private Warrants are held by the initial purchasers, or such purchasers’ permitted transferees. The Private Warrants have terms and provisions identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period, except if the Private Warrants are held by someone other than the initial purchasers’ permitted transferees, then the Private Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The fair value of the Private Warrant was measured using the Black Scholes model approach. Significant inputs into the respective models at March 2, 2022 (the initial recognition) and September 30, 2022 are as follows:


Valuation Assumptions	Initial Recognition on March 2, 2022			September 30, 2022
Stock Price	$	9.43		$	1.88
Strike Price	$	11.50		$	11.50
Volatility (annual)(1)		30.66	%		79.22	%
Risk-free rate		1.74	%		4.07	%
Estimated time to expiration (years)		5			4.422
Dividend yield		—	%		—	%

(1)	As revised and discussed in Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

On August 18, 2022, the Private Placement Warrants were transferred from the initial purchasers to permitted transferees of the SPAC Sponsor by means of an internal partnership distribution.

Trinity Warrants

The Trinity Warrants were issued in March of 2021 for warrants to purchase 313,252 shares of Common Stock, and additional warrants to purchase 469,877 shares of Common Stock were issued in connection with the Tranche B Amendment, see Note 7. Therefore, there were total of 783,129 Common Stock warrants issued in conjunction with the Loan and Security Agreement in 2021. The Company utilized Black-Scholes model to determine grant fair value of the warrants which was approximately $2.7 million which was recorded as part of the Debt Issuance Cost. 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 were subsequently remeasured at each reporting period with change recorded as a component of other income in the Company’s consolidated statements of operations.

The warrant liability balance was $6.4 million as of June 2, 2022, at which time all outstanding Trinity Warrants of 783,129 were exercised into shares of the Company’s Common Stock and the warrant liability reclassified to equity upon such exercise. The fair value of the warrant liability of $6.4 million was reclassified to equity upon such exercise. The Company recorded a total loss of $0 and $2.0 million to Change in Fair Value of Warrant Liability as a component of other income in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022, respectively, after applying the revised valuation inputs as described in Note 1.

The warrant issued in conjunction with the Loan and Security Agreement was classified as a liability under ASC 480, “Distinguishing Liabilities from Equity”. See Deferred Financing Cost disclosure at Note 2 Summary of Significant Accounting Policies.

The fair value of the Trinity Warrant liabilities presented above were measured using the Black Scholes model approach. Significant inputs into the respective models at June 2, 2022, the exercise date of the Trinity Warrants, are as follows:


Valuation Assumption— Common Stock Warrants	June 2, 2022
Stock price	$	8.23
Strike price	$	0.27
Volatility (annual)		105.10	%
Risk-free rate		2.94	%
Estimated time to expiration (years)		9
Dividend yield		—	%

Equity Classified Warrants

Series C Preferred Stock Financing Warrants

In conjunction with the Series C Preferred Stock Financing (see Note 8), the Company issued a total of 5,248,183 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 and allocated approximately $1.2 million 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.

Customer Warrants

In February 2020, the Company issued a Warrant to purchase 2,680,607 shares of Class A Common Stock to a customer in conjunction with a revenue arrangement (the “Customer Warrant”). The Customer Warrants have a $1.152 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 $0.2 million. The Company

ecorded 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 three and nine months ended September 30, 2022, the Company recorded a reduction of revenue related to the arrangement with the customer totaling $2.5 thousand and $6.3 thousand, respectively, as of September 30, 2022, the deferred asset balance outstanding is $88.8 thousand, which will be recognized as a reduction in revenue in future periods.

The vesting status of the Customer Warrant is as follows at September 30, 2022 and December 31, 2021:


	September 30,		December 31,
	2022		2021
Vested Customer warrants		1,340,297		1,072,237
Unvested Customer warrants		1,340,310		1,608,359

		2,680,607		2,680,596

Forward Warrant Agreement

9 Months Ended

Sep. 30, 2022

Temporary Equity [Line Items]

Forward Warrant Agreement

11. FORWARD WARRANT AGREEMENT

In connection with the execution of the Merger Agreement in October 2021 (See Note 1), Rigetti entered into a warrant subscription agreement (“Forward Warrant Agreement”) with a strategic partner, Ampere Computing LLC (“Ampere”) for the purchase of a warrant for an aggregate purchase price (including amounts from exercise) of $10.0 million. The Forward Warrant Agreement provides for the issuance of a warrant for the purchase of an aggregate of 1,000,000 shares of Common Stock at an exercise price of $0.0001. The purchase of the warrant was conditioned upon, among other things, the consummation of the Business Combination and the entry into a collaboration agreement between Rigetti and Ampere. The parties entered into the collaboration agreement in January 2022. Ampere was required to pay $5.0 million to Rigetti no later than the later of (i) the Closing and (ii) June 30, 2022.

On June 30, 2022, pursuant to the Warrant Subscription Agreement, the Company issued the warrant to Ampere upon receipt of an aggregate of $5.0 million (including the exercise price), and upon such payment and issuance, 500,000 shares of the Company’s Common Stock vested under the warrant and were immediately exercised by Ampere pursuant to the terms of the warrant. Ampere is required to pay an additional $5.0 million to Rigetti no later than the closing date of the listing of Ampere’s capital stock, provided that if the listing has not occurred by the second anniversary of the warrant subscription agreement, Ampere is not obligated to make the additional payment and the Company is not obligated to issue the warrants.

The warrant subscription agreement

further provides that the Company will use commercially reasonable efforts to file a registration statement to register the resale of the shares issued or issuable pursuant to the warrant and upon such payment the warrant will vest and be exercisable by Ampere with respect to 500,000 shares of Common Stock pursuant to the terms of the warrant.

The Company evaluated the Forward

Warrant

Agreement as a derivative in conjunction with the guidance of ASC 480, “Distinguishing Liabilities from Equity”. The Company calculated the fair value of the Forward

Warrant

Agreement by using the Forward Contract Pricing methodology at inception and at the end of September 30, 2022. 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

Forward Warrant Agreement

to be a $1.9 million derivative asset and a ($0.2 million) derivative liability at September 30, 2022 and December 31, 2021, respectively. The Company has included the derivative asset as a forward contract asset and the derivative liability separately in other liabilities (current) on the balance sheet line in the accompanying consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively. The change in fair value is recorded as part of the general and administrative operating activities in the Company’s condensed consolidated statements of operations. The following table represents key valuation assumptions as of the quarter ended September 30, 2022.


Key Valuation Assumptions
Holding period (in years)		1.017
Risk free rate		4.01	%
Probability of the contingency occurrence		50	%
Underlying value per share	$	1.88

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Measurements

12. 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.

The fair value measurements of financial assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021 are as follows:


	September 30, 2022
	Level 1		Level 2		Level 3
	(in thousands)
Assets:
Cash Equivalents:
Money Market Funds	$	32,985	$	—	$	—
Short-term investments:
United States Treasury Securities		57,727		—		—
Corporate Bonds		—		3,555		—
Commercial Paper		—		25,904		—
Forward Warrant Agreement		—		—		1,930

Total Assets	$	90,712	$	29,459	$	1,930

Liabilities:
Derivative warrant liability-Private Warrants		—		—		2,181
Derivative warrant liability-Public Warrants		1,865		—		—
Earn-out Liability		—		—		2,995

Total Liabilities	$	1,865	$	—	$	5,176


	December 31, 2021

	Level 1		Level 2		Level 3
	(in thousands)
Liabilities:
Derivative warrant liability — Trinity Warrants		—		—		4,355
Forward warrant agreement		—		—		230

Total Liabilities	$	—	$	—	$	4,585

As of September 30, 2022, the Company has recorded the following financial instruments subject to fair value measurements: 1) Derivative warrant liabilities—Public Warrants liability and Private Warrants, 2) Forward Warrant Agreement, and 3) Earn-out liability.

The fair value of the Public Warrants has been measured based on the observable listed prices for such warrants, a Level 1 measurement. The Company’s money market funds and U.S. Treasury securities are classified within Level I due to the highly liquid nature of these assets with quoted prices in active markets. The investments in available-for-sale securities (i.e., commercial paper and corporate debt securities) and corporate debt issued by the Company are classified within Level II. The fair value of the Company’s Level II financial assets and liabilities is determined by using inputs based quoted market prices for similar instruments. All other financial instruments are classified as Level 3 liabilities as they all include unobservable inputs.

The Private Warrants were initially measured at fair value using a Black Scholes model. 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 Notes 10 and 11 to the financial statements.

The aggregate fair value of the Sponsor Vesting Shares on the Closing date was estimated using a Monte Carlo simulation model. The Company has further discussed the key aspect of the valuation inputs in Note 2 significant accounting policy for Sponsor Earn-Out Liability.

As of December 31, 2021, the Company recorded a derivative warrant liability – Trinity Warrants which was fair valued based on a Black-Scholes option model with unobservable inputs which included volatility. 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. On June 2, 2022, all outstanding Trinity Warrants were exercised into shares of the Company’s Common Stock.

There have been no changes in fair value measurement techniques (other than the change in valuation assumptions described in Note 1) during the three and nine months ended September 30, 2022. 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 three and nine months ended September 30, 2022.

A summary of the changes in the fair value of the Company’s Level 3 financial instruments as of September 30, 2022 and December 31, 2021 are as follows:


	Derivative warrant liability-Trinity Warrants			Derivative warrant liability-Private Warrants			Forward Warrant Agreement			Earn-out Liability

	(in thousands)
Balance—December 31, 2021	$	4,355		$	—		$	230		$	—

Initial measurement (as restated and discussed in Note 1) on March 2, 2022 upon Business Combination (Note 3)(1)					9,612						20,413
Change in fair values		2,015			(7,431	)		(5,465	)		(17,418	)
Extinguishment due to exercise of the warrants		(6,370	)		—			3,305			—

Balance—September 30, 2022	$	—		$	2,181		$	(1,930	)	$	2,995

(1)	For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

Share-based Payment Arrangement [Abstract]

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

Equity Plans

9 Months Ended

Sep. 30, 2022

Equity Plans

13. EQUITY PLANS

2013 Equity Incentive Plan

In 2013, the Company adopted the 2013 Plan which provides for the grant of qualified incentive stock options (“ISO”) and nonqualified stock options (“NSO”), restricted stock, restricted stock units (“RSU”) or other awards to the Company’s employees, officers, directors, advisors, and outside consultants. After the Closing Date and consummation of the Business Combination effective March 2, 2022, no additional awards were issued under the 2013 Plan. Awards outstanding under the 2013 Plan will continue to be governed by such plan; however, the Company will not grant any further awards under the 2013 Plan.

2022 Equity Incentive Plan

In connection with the Business Combination (Note 3), the shareholders approved the Rigetti Computing, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) in February, 2022, which became effective immediately upon the Closing Date. The 2022 Plan provides for the grant of ISOs, NSOs, stock appreciation rights, restricted stock awards (“RSA”), restricted stock unit awards, performance awards and other forms of awards to employees, directors, and consultants, including employees and consultants of Company’s affiliates. The aggregate number of shares of Common Stock initially reserved for issuance under the 2022 Plan was 18,332,215 shares. As of September 30, 2022, 6,344,596 shares were available for future issuance under the 2022 Plan. The number of shares reserved for issuance under the 2022 Plan will automatically increase on January 1st of each year for a period of nine years commencing on January 1, 2023 and ending on (and including) January 1, 2032, in an amount equal to 5% of the Common Stock of all classes outstanding on December 31 of the preceding year; provided, however, that the board of directors of the Company may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock

Stock Options

A summary of activity related to stock option is summarized as below (in thousands, except for share and per share data):


	Number of Options			Weighted-Average Exercise Price		Weighted- Average Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding—December 31, 2021		11,468,275		$	0.36		8.1	$	46,839
Granted		—
Exercised		(2,479,297	)	$	0.27			$	9,765
Forfeited and expired		(681,913	)	$	0.27

Outstanding—September 30, 2022		8,307,065		$	0.36		7.4	$	12,624

Exercisable—September 30, 2022		5,329,686		$	0.40		7.3	$	7,881

The weighted-average grant date fair value of options granted during the nine months ended September 30, 2021 was $0.09 per share. No new option grants were issued during the nine months ended September 30, 2022. The total intrinsic value of options exercised during the nine months ended September 30, 2022 and September 30, 2021 is $9.8 million and $3.9 million, respectively.

As of September 30, 2022, there was $1.6 million of unrecognized compensation cost related to

non-vested

stock options granted under the 2013 Plan, which is expected to be recognized over a weighted-average period of approximately 1.44 years.

Restricted Stock Units

A summary of activity related to RSUs is summarized as below:


	RSUs			Weighted Average Fair Value Per Share
Balance at December 31, 2021		5,388,455
Granted		15,933,249		$	4.79
Vested		(5,437,945	)
Forfeited		(1,086,482	)

Balance at September 30, 2022		14,797,277

On March 2, 2022, the performance condition of all outstanding RSUs was met due to the closing of the Business Combination. As a result, the Company recorded a cumulative

catch-up

compensation expense for the vesting period that has been satisfied as of March 2, 2022 and continues amortizing compensation expenses for unvested RSUs over their remaining vesting period.

Total fair value of the RSUs vested during the nine months ending September 30, 2022 and 2021 was $26.9 million and $0 respectively.

Stock-based compensation expense related to RSUs granted to employees was $14.5 million and $35.8 million for the three and nine months ended September 30, 2022, respectively. Stock-based compensation expense was $0 for the three and nine months ended September 30, 2021. As of September 30, 2022, the unrecognized compensation expense related to unvested RSUs was approximately $65.8 million which is expected to be recognized over a weighted-average period of approximately 2.65 years.

Restricted Stock Awards

During the first nine months ended September 30, 2022, 120,000 restricted stock awards (“RSAs”) were issued and vested immediately on the grant date as part of transaction bonuses in recognition of efforts in connection with the Business Combination. The total compensation expense related to RSAs was $0.6 million for the three and nine months ended September 30, 2022, respectively. The compensation expense was $0 for the three and nine months ended September 30, 2021.

The table below summarizes the total stock compensation expenses for the nine months and three months ended September 30, 2022:


	3 Months Ended		9 Months Ended
	September 30,		September 30,
	2022		2022
Research and development	$	5,933	$	10,531
Selling and marketing expenses		898		1,595
General and administrative expenses		8,290		25,517

Total Stock Compensation Expenses	$	15,121	$	37,643


	3 Months Ended		9 Months Ended
	September 30,		September 30,
	2021		2021
Research and development	$	294	$	932
Selling and marketing expenses		29		90
General and administrative expenses		195		614

Total Stock Compensation Expenses	$	518	$	1,636

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 Company did not grant any stock option awards during the three and nine months ended September 30, 2022. The range of assumptions used in the Black-Scholes option-pricing model for options issued to employees during the nine months ended September 30, 2021, are as follows:


	September 30, 2021
Expected volatility		46.8	%
Weighted-average risk-free interest rate		1.07	%
Expected dividend yield		—	%
Expected term (in years)		6.1 years
Exercise price	$	0.21

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Net Loss Per Share

14. NET LOSS PER SHARE

As a result of the Business Combination (see Note 3), the Company has retroactively adjusted the weighted average shares outstanding prior to March 2, 2022 to give effect to the Exchange Ratio used to determine the number of shares of Common Stock into which they were converted.

The following table sets forth the computation of basic and diluted net loss per share of Common Stock for the three and nine months ended September 30, 2022, and 2021 (in thousands, except for share and per share data):


	Three Months Ended September 30,
	2022			2021
Net Loss	$	(18,755	)	$	(9,756	)
Basic and diluted shares
Weighted-average Common Stock outstanding		118,571,295			22,554,422
Loss per share for Common Stock
— Basic	$	(0.16	)	$	(0.43	)
— Diluted	$	(0.16	)	$	(0.43	)


	Nine Months Ended September 30,
	2022			2021
Net Loss	$	(48,649	)	$	(27,617	)
Basic and diluted shares
Weighted-average Common Stock outstanding		95,690,821			22,129,715
Loss per share for Common Stock
— Basic	$	(0.51	)	$	(1.25	)
— Diluted	$	(0.51	)	$	(1.25	)

There are 3,059,273 shares of contingently issuable Common Stock pursuant to the earn-out arrangement that were not included in the computation of basic net loss per share since the contingencies for the issuance of these shares have not been met as of September 30, 2022. The weighted-average common shares outstanding for the three and nine months ended September 30, 2022 and 2021 include 2,076,116 and 2,905,130 warrants with an exercise price of $0.01 for the three and nine months ended September 30, 2022, respectively, and 5,127,836 and 5,206,096 warrants with an exercise price of $0.01 for the three and nine months ended September 30, 2021, respectively.

The Company’s potential dilutive securities, which include stock options, restricted stock units, convertible preferred stock and warrants have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same.

The Company excluded the following weighted average potential common shares from the computation of diluted net loss per share as of September 30, 2022 and September 30, 2021:


	As of
	September 30,
	2022		2021
Convertible Series C-1 Preferred Stock(1)		—		23,218,320
Convertible Series C Preferred Stock (1)		—		54,478,033
Common Stock Warrants (1) (2)		14,444,127		2,152,279
Stock Options (1)		8,307,065		11,999,616
Restricted Stock Units (1)		14,797,277		—

		37,548,469		91,848,248

(1)	The number of outstanding shares as of September 30, 2021 have been retrospectively adjusted to reflect the Exchange Ratio.

(2)	The number of outstanding warrants as of September 30, 2022 and September 30, 2021 does not include 1,340,310 and 1,608,359 shares, respectively, of Unvested Customer Warrants.

Income Taxes

9 Months Ended

Sep. 30, 2022

Income Taxes

15. INCOME TAXES

The Company did not record income tax expense for the three and nine months ended September 30, 2022 or the three and nine months ended September 30, 2021 due to the Company’s loss position and full valuation allowance.

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. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain.

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.

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Segments

9 Months Ended

Sep. 30, 2022

Segments

16. SEGMENTS

The following table presents a summary of revenue by geography for the three and nine months ended September 30, 2022 and 2021 (in thousands):


	Three Months Ended September 30,
	2022					2021
	Amount		%			Amount		%
	(in thousands)					(in thousands)
United States	$	2,228		79.5	%	$	2,502		85.7	%
United Kingdom		576		20.5	%		417		14.3	%

	$	2,804		100.0	%	$	2,919		100.0	%


	Nine Months Ended September 30,
	2022					2021
	Amount		%			Amount		%
	(in thousands)					(in thousands)
United States	$	5,772		82.0	%	$	5,148		75.5	%
United Kingdom		1,270		18.0	%		1,670		24.5	%

	$	7,042		100.0	%	$	6,818		100.0	%

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.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Cash, Cash Equivalents and Restricted Cash

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	17. SUBSEQUENT EVENTS On November 12, 2022, the board of directors of the Company accepted the resignation of Dr. Chad Rigetti, the Company’s Founder, President and Chief Executive Officer, from all positions he holds with the Company. The effective date of Dr. Rigetti’s departure from the Company is expected to be December 15, 2022. Until such departure date, Dr. Rigetti remains a Director on the Company’s board of directors and will continue as a non-executive employee of the Company for the transition period from November 12, 2022 until such departure date. The Company is conducting a search for Dr. Rigetti’s successor. On November 12, 2022, the Company’s board of directors appointed Rick Danis, the Company’s General Counsel and Corporate Secretary, to serve as Interim President and Chief Executive Officer of the Company effective as of such date until a successor to Dr. Rigetti has been appointed.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Emerging Growth Company

the

The Company anticipates that it will remain an EGC under the

JOBS

non-affiliates

or (d) the date on which Rigetti has issued more than $1.0 billion in

non-convertible

debt securities during the previous three years.

Use of Estimates

Reclassifications

— Certain amounts reported previously have been

reclassified

to conform to the current quarter presentation, with no effect on stockholders’ equity or net loss as previously presented.

Deferred Offering Costs

—The Company capitalizes certain legal,

accounting

paid-in

capital. Costs allocated to liability-classified instruments are expensed.

The Company incurred

1.7

million

and

2.6

t incur deferred offering costs for the three and nine months ended September 30,

2021. A

0.7

million of the offering costs were classified as deferred offering

costs.

Deferred Financing Costs

Segments

Foreign Currency

— The Company’s reporting currency is the US dollar. The

functional

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

available-for-sale

securities.


	September 30,		December 31,
	2022		2021
Cash and cash equivalents	$	73,837	$	11,729
Restricted cash		117		317

Total cash and cash equivalents and restricted cash	$	73,954	$	12,046

Investments

—

The Company classifies its investments in fixed income securities as

available-for-sale

debt

investments

Accounts Receivable

write-offs,

Impairment of Long-Lived Assets and Goodwill

— Long-lived assets, primarily property and

equipment

However, with the macroeconomic uncertainty and the decline in the Company’s stock price, there could be a

non-cash

impairment charges in future periods.

Public and Private Warrants

fixed-for-fixed

option-pricing

On the consummation of the Business Combination, the Company recorded a liability related to the Private Warrants of

$9.6

million (as restated and discussed in Note 1), with an offsetting entry to additional paid-in capital. On September 30, 2022, the fair value of the Private Warrants decreased

$2.2 million,

Similarly, on consummation of the Business Combination, the Company recorded a liability related to the Public Warrants of $16.3 million, with an offsetting entry to additional

paid-in

Derivative Warrant Liabilities

non-current

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

Earn-Out Liability

Earn-Out

Liability

five-year

period following the Closing (the “Earn-Out Triggering Events”). Any such shares held by the Sponsor that remain unvested after the fifth anniversary of the Closing will be forfeited.

These Sponsor Vesting Shares are accounted for as liability classified instruments because the

Earn-Out

20.4

million (as restated and discussed in Note 1) at the Closing Date.

of September 30, 2022, the

Earn-Out

Triggering Events were not achieved for any of the tranches, and as such, the Company adjusted the carrying amount of the liability to its estimated fair value of $

3.0

million

after applying the revised valuation inputs described in Note 1.

The change in the fair value of $

4.9

million and $

17.4

million is included in gain on fair value change, net in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022

applying the revised valuation inputs described in Note 1

Significant inputs into the respective models at March 2, 2022 (the initial recognition) and September 30, 2022 are as follows:


Valuation Assumptions	Initial Recognition on March 2, 2022			September 30, 2022
Stock Price	$	9.43		$	1.88
Simulated trading days		1,198.00			1,114.00
Volatility (annual)(1)		30.50	%		80.30	%
Risk-free rate		1.74	%		4.07	%
Estimated time to expiration (years)		5			4.42

(1)	As revised and discussed in Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

Revenue Recognition

Development contracts are generally

multi-year,

non-recurring

Net income (loss) per share

C-1

Preferred Stock are computed using the

if-converted

Concentration of Credit Risk

4-year

service vesting condition and a performance condition linked to the occurrence of a liquidity event defined as a

change-in-control

Concentrations of Credit Risk

Significant customers that represent 10% or more of revenue are set forth in the following tables:


	For the Nine Months Ended September 30,
Customer	2022			2021
Customer A		26	%		20	%
Customer B		20	%		18	%
Customer C		18	%		19	%
Customer D		17	%		25	%
Customer E		*			16	%


	For the Three Months Ended September 30,
Customer	2022			2021
Customer A		35	%		*
Customer B		23	%		16	%
Customer C		18	%		14	%
Customer D		14	%		*
Customer E		*			42	%
Customer F		*			28	%

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

Significant customers that represent 10% or more of accounts receivable are set forth in the following tables:


	September 30,			December 31,
Customer	2022			2021
Customer A		44	%		*
Customer B		27	%		34	%
Customer C		21	%		35	%
Customer D		*			29	%

*	Customer accounted for less than 10 % of accounts receivable in the respective period

Recently Issued Accounting Pronouncements

— In June 2022, the FASB issued ASU

2022-03, ASC

In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842). ASU

2016-02

is amended by ASU

2018-01,

ASU2018-10,

ASU 2018-11, ASU

2018-20

and ASU

2019-01,

which FASB issued in January 2018, July 2018, July 2018, December 2018 and March 2019, respectively (collectively, the amended ASU

2016-02).

The amended ASU

2016-02

requires lessees to recognize on the balance sheet a

right-of-use

2016-02

2016-02,

Description of Business (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Restated Condensed Consolidated Balance Sheet

Restated Condensed Consolidated Balance Sheet (unaudited)


	As of March 31, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)			To be adjusted - (d)			To be adjusted - Total			As Restated
Accrued expenses and other current liabilities	$	5,230		$	—		$	1,478		$	—		$	—		$	1,478		$	6,708
Total current liabilities		11,567			—			1,478			—			—			1,478			13,045
Derivative warrant liabilities		24,001			—			—			(1,331	)		3,827			2,496			26,497
Earn-out liabilities		16,949			(2,527	)		—			—						(2,527	)		14,422
Total liabilities		80,473			(2,527	)		1,478			(1,331	)		3,827			1,447			81,920
Additional paid-in capital		382,959			6,170			—			—			(445	)		5,725			388,684
Accumulated deficit		(217,601	)		(3,643	)		(1,478	)		1,331			(3,382	)		(7,172	)		(224,773	)
Total stockholders’ equity (deficit)		165,430			2,527			(1,478	)		1,331			(3,827	)		(1,447	)		163,983

Restated Condensed Consolidated Balance Sheet (unaudited)


	As of June 30, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)		To be adjusted - (d)			To be adjusted - Total			As Restated
Accrued expenses and other current liabilities	$	4,428		$	—		$	1,590		$	—	$	—		$	1,590		$	6,018
Total current liabilities		11,279			—			1,590			—		—			1,590			12,869
Derivative warrant liabilities		8,944			—			—			—		3,204			3,204			12,148
Earn-out liabilities		8,925			(1,070	)		—			—					(1,070	)		7,855
Total liabilities		54,765			(1,070	)		1,590			—		3,204			3,724			58,489
Additional paid-in capital		401,290			6,170			—			—		(445	)		5,725			407,015
Accumulated deficit		(227,575	)		(5,101	)		(1,590	)		—		(2,759	)		(9,450	)		(237,025	)
Total stockholders’ equity (deficit)		173,825			1,069			(1,590	)		—		(3,204	)		(3,725	)		170,100

Schedule of Restated Condensed Consolidated Statement Of Operations

Restated Condensed Consolidated Statement of Operations (unaudited)


	For the Three Months Ended March 31, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)		To be adjusted - (d)			To be adjusted - Total			As Restated
Research and development	$	12,449		$	—		$	1,478		$	—	$	—		$	1,478		$	13,927
Total operating expenses		25,484			—			1,478			—		—			1,478			26,962
Loss from operations		(23,794	)		—			(1,478	)		—		—			(1,478	)		(25,272	)
Change in fair value of derivate warrant liabilities		5,822			—			—			1,331		(3,382	)		(2,051	)		3,771
Change in fair value of earn-out liability		9,634			(3,643	)		—			—		—			(3,643	)		5,991
Total other income (expense), net		13,324			(3,643	)		—			1,331		(3,382	)		(5,694	)		7,630
Net loss	$	(10,470	)	$	(3,643	)	$	(1,478	)	$	1,331	$	(3,382	)	$	(7,172	)	$	(17,642	)
Net loss per share attributed to common stockholders - basic and diluted	$	(0.20	)												$	(0.13	)	$	(0.33	)

Restated Condensed Consolidated Statements of Operations (unaudited)


	For the Three Months Ended June 30, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)			To be adjusted - (d)		To be adjusted - Total			As Restated
Research and development	$	12,634		$	—		$	113		$	—		$	—	$	113		$	12,747
Total operating expenses		26,906			—			113			—			—		113			27,019
Loss from operations		(25,645	)		—			(113	)		—			—		(113	)		(25,758	)
Change in fair value of derivate warrant liabilities		8,687			—			—			(1,331	)		623		(708	)		7,979
Change in fair value of earn-out liability		8,024			(1,458	)		—			—			—		(1,458	)		6,566
Total other income (expense), net		15,671			(1,458	)		—			(1,331	)		623		(2,166	)		13,505
Net loss	$	(9,974	)	$	(1,458	)	$	(113	)	$	(1,331	)	$	623	$	(2,279	)	$	(12,253	)
Net loss per share attributed to common stockholders - basic and diluted	$	(0.09	)												$	(0.02	)	$	(0.11	)


	For the Six Months Ended June 30, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)		To be adjusted - (d)			To be adjusted - Total			As Restated
Research and development	$	25,083		$	—		$	1,590		$	—	$	—		$	1,590		$	26,673
Total operating expenses		52,391			—			1,590			—		—			1,590			53,981
Loss from operations		(49,440	)		—			(1,590	)		—		—			(1,590	)		(51,030	)
Change in fair value of derivate warrant liabilities		14,509			—			—			—		(2,759	)		(2,759	)		11,750
Change in fair value of earn-out liability		17,658			(5,101	)		—					—			(5,101	)		12,557
Total other income (expense), net		28,996			(5,101	)		—			—		(2,759	)		(7,860	)		21,136
Net loss	$	(20,444	)	$	(5,101	)	$	(1,590	)	$	—	$	(2,759	)	$	(9,450	)	$	(29,894	)
Net loss per share attributed to common stockholders - basic and diluted	$	(0.24	)												$	(0.12	)	$	(0.36	)

Schedule of Restated Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholder's (Deficit) Equity

Restated Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholder’s (Deficit) Equity as of March 31, 2022 (unaudited)


	As of March 31, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)		To be adjusted - (d)			To be adjusted - Total			As Restated
Additional Paid-In Capital	$	382,959		$	6,170		$	—		$	—	$	(445	)	$	5,725		$	388,684
Accumulated deficit		(217,601	)		(3,643	)		(1,478	)		1,331		(3,382	)		(7,172	)		(224,773	)
Total Stockholders’(Deficit)Equity		165,430			2,527			(1,478	)		1,331		(3,827	)		(1,447	)		163,983

Restated Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholder’s (Deficit) Equity as of June 30, 2022 (unaudited)


	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)		To be adjusted - (d)			To be adjusted - Total			As Restated
Additional Paid-In Capital	$	401,290		$	6,170		$	—		$	—	$	(445	)	$	5,725		$	407,015
Accumulated deficit		(227,575	)		(5,101	)		(1,590	)		—		(2,759	)		(9,450	)		(237,025	)
Total Stockholders’ (Deficit) Equity		173,825			1,069			(1,590	)		—		(3,204	)		(3,725	)		170,100

Schedule of Restated Condensed Consolidated Statement of Cash Flows

Restated Condensed Consolidated Statement of Cash Flows (unaudited)


	For the Three Months Ended March 31, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)			To be adjusted - (d)			To be adjusted - Total			As Restated
Net loss	$	(10,470	)	$	(3,643	)	$	(1,478	)	$	1,331		$	(3,382	)	$	(7,172	)	$	(17,642	)
Accrued expenses and other current liabilities		2,606			—			1,478			—			—			1,478			4,084
Change in fair value of derivate warrant liabilities		(5,822	)		—			—			(1,331	)		3,382			2,051			(3,771	)
Change in fair value of earn-out liability		(9,634	)		3,643			—			—			—			3,643			(5,991	)
Net cash in operating activities		(15,721	)		—			—			—			—			—			(15,721	)

There was no impact to net cash used in operating activities for the three months ended March 31, 2022.

Restated Condensed Consolidated Statement of Cash Flows (unaudited)


	For the Six Months Ended June 30, 2022
	As reported			To be adjusted - (a)			To be adjusted - (b)			To be adjusted - (c)		To be adjusted - (d)			To be adjusted - Total			As Restated
Net loss	$	(20,444	)	$	(5,101	)	$	(1,590	)	$	—	$	(2,759	)	$	(9,450	)	$	(29,894	)
Accrued expenses and other current liabilities		967			—			1,590			—		—			1,590			2,557
Change in fair value of derivative warrant liabilities		(14,509	)		—			—			—		2,759			2,759			(11,750	)
Change in fair value of earn-out liability		(17,658	)		5,101			—			—		—			5,101			(12,557	)
Net cash used in operating activities		(35,085	)		—			—			—		—			—			(35,085	)

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Cash, Cash Equivalents and Investments


	September 30,		December 31,
	2022		2021
Cash and cash equivalents	$	73,837	$	11,729
Restricted cash		117		317

Total cash and cash equivalents and restricted cash	$	73,954	$	12,046

Schedule of Inputs Into the Respective Models

Significant inputs into the respective models at March 2, 2022 (the initial recognition) and September 30, 2022 are as follows:


Valuation Assumptions	Initial Recognition on March 2, 2022			September 30, 2022
Stock Price	$	9.43		$	1.88
Simulated trading days		1,198.00			1,114.00
Volatility (annual)(1)		30.50	%		80.30	%
Risk-free rate		1.74	%		4.07	%
Estimated time to expiration (years)		5			4.42

(1)	As revised and discussed in Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

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

Significant customers that represent 10% or more of revenue are set forth in the following tables:


	For the Nine Months Ended September 30,
Customer	2022			2021
Customer A		26	%		20	%
Customer B		20	%		18	%
Customer C		18	%		19	%
Customer D		17	%		25	%
Customer E		*			16	%


	For the Three Months Ended September 30,
Customer	2022			2021
Customer A		35	%		*
Customer B		23	%		16	%
Customer C		18	%		14	%
Customer D		14	%		*
Customer E		*			42	%
Customer F		*			28	%

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

Schedule of Customers Accounts Receivable

Significant customers that represent 10% or more of accounts receivable are set forth in the following tables:


	September 30,			December 31,
Customer	2022			2021
Customer A		44	%		*
Customer B		27	%		34	%
Customer C		21	%		35	%
Customer D		*			29	%

*	Customer accounted for less than 10 % of accounts receivable in the respective period

Business Combination (Tables)

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Summary of net proceeds from business combination and PIPE financing


	Amount (in thousands)
Cash - SNII trust and cash (net of redemption)	$	115,879
Cash - PIPE		147,510
Cash - SNII operating account		325
Less: SNII transaction cost		(38,110	)

Net Proceeds from Business Combination and PIPE	$	225,604

Summary of consummation of the business combination

The number of shares of Common Stock issued immediately following the consummation of the Business Combination was as follows:


Common Stock - SNII Class A, outstanding prior to Business Combination	34,500,000
Less: redemption of SNII Class A ordinary shares	(22,915,538	)

Common Stock - SNII Class A ordinary shares	11,584,462
Common Stock - SNII Class B ordinary shares*	8,625,000
Shares issued in PIPE	14,641,244

Business Combination and PIPE shares	34,850,706
Common Stock - Legacy Rigetti**	18,221,069
Common Stock - exercise of Legacy Rigetti stock options immediately prior to the closing**	1,123,539
Common Stock - exercise of Legacy Rigetti warrants immediately prior to the closing**	2,234,408
Common Stock - upon conversion of Legacy Rigetti Series C preferred stock**	54,478,261
Common Stock - upon conversion of Legacy Rigetti Series C-1 preferred stock**	2,902,302

Total shares of Common Stock immediately after Business Combination	113,810,285

*	Includes (i) 2,479,000 shares of Common Stock held by the Sponsor (the “Promote Sponsor Vesting Shares”) and (ii) 580,273 shares of Common Stock held by the Sponsor (“Sponsor Redemption-Based Vesting Shares”).

(i) all

one-for-one

and for Legacy Series C-1 Preferred Stock was

eight-for-one.

Investments (Tables)

9 Months Ended

Sep. 30, 2022

Investments, Debt and Equity Securities [Abstract]

Summary of Available For Sale Securities Continuous Unrealized Loss Position Fair Value

The amortized cost, gross unrealized holding loss included in other comprehensive income, and fair value of the investment securities on September 30, 2022 are presented in the table below. The Company did not hold investment securities at December 31, 2021.


	Amortized Cost as of September 30, 2022		Gross Unrealized Holding Loss			Fair Value as of September 30, 2022

	(in thousands)
Cash Equivalents:
Money Market Funds	$	32,985	$	—		$	32,985
Short-term investments:
United States Treasury Securities		58,066		(339	)		57,727
Corporate Bonds		3,572		(17	)		3,555
Commercial Papers		25,904		—			25,904

	$	120,527	$	(356	)	$	120,171

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2022

Disaggregation of Revenue [Line Items]

Summary of Disaggregation of Revenue


	Three Months Ended		Three Months Ended
	September 30,		September 30,
	2022		2021
Type of Goods or Service	(In thousands)
Collaborative research and other professional services	$	1,990	$	2,405
Access to quantum computing systems		814		514

	$	2,804	$	2,919

Timing of Revenue Recognition
Revenue recognized at a point in time	$	—	$	—
Revenue recognized over time		2,804		2,919

	$	2,804	$	2,919


	Nine Months Ended		Nine Months Ended
	September 30,		September 30,
	2022		2021
Type of Goods or Service	(In thousands)
Collaborative research and other professional services	$	4,982	$	4,951
Access to quantum computing systems		2,060		1,867

	$	7,042	$	6,818

Timing of Revenue Recognition
Revenue recognized at a point in time	$	—	$	—
Revenue recognized over time		7,042		6,818

	$	7,042	$	6,818

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

Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of September 30, 2022 and December 31, 2021 were as follows:


	September 30,			December 31,
	2022			2021

	(In thousands)
Trade receivables	$	1,143		$	961
Unbilled receivables	$	1,152		$	582
Deferred revenue	($	811	)	($	985	)

Summary of Change in Contract with Customer, Asset and Liability

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


	Nine Months Ended
	September 30,
	2022
	(In thousands)
Balance at beginning of period	$	(985	)
Deferral of revenue		(384	)
Recognition of deferred revenue		558

Balance at end of period	$	(811	)

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

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

Future minimum lease payments under

non-cancelable

operating leases as of September 30, 2022 are as follows (in thousands):


As of September 30, 2022 (in thousands)
Remainder of 2022	$	376
2023		1,262
2024		1,299
2025		1,338
2026		1,379
Thereafter		4,006

Total minimum future lease payments	$	9,660

Financing Arrangements (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Long term debt and the unamortized discount

Long term debt and the unamortized discount balances are as follows (in thousands):


	September 30,			December 31,

	2022			2021

	(in thousands)
Outstanding principal amount	$	32,000		$	27,000
Add: accreted liability of final payment fee		333			125
Less: unamortized debt discount, long term		(1,583	)		(1,618	)
Less: current portion of long term debt-principal		(7,751	)		(1,291	)

Debt - net of current portion	$	22,999		$	24,216

Current portion of long term debt-principal	$	7,751		$	1,291
Less: current portion of unamortized debt discount		(917	)		(716	)

Debt-current portion	$	6,834		$	575

Scheduled principal payments on total outstanding debt

Scheduled principal payments on total outstanding debt, as of September 30, 2022, are as follows (in thousands):


	September 30,		December 31,

	2022		2021

	(in thousands)
2022	$	702	$	702
2023		9,273		8,682
2024		12,914		11,008
2025		8,734		6,608
2026		377		—

	$	32,000	$	27,000

Common Stock (Tables)

9 Months Ended

Sep. 30, 2022

Class of Stock [Line Items]

Summary of Conversions of Stock

As of September 30, 2022, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments:


	Common Stock
Common Stock Warrants		17,266,056
Stock-Based Awards—RSUs Outstanding		14,797,277
Stock-Based Awards—Options Outstanding		8,307,065

Total		40,370,398

Warrants (Tables)

9 Months Ended

Sep. 30, 2022

Class of Warrant or Right [Line Items]

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


Valuation Assumption— Common Stock Warrants	June 2, 2022
Stock price	$	8.23
Strike price	$	0.27
Volatility (annual)		105.10	%
Risk-free rate		2.94	%
Estimated time to expiration (years)		9
Dividend yield		—	%

Summary of vesting status of the Customer Warrant

The vesting status of the Customer Warrant is as follows at September 30, 2022 and December 31, 2021:


	September 30,		December 31,
	2022		2021
Vested Customer warrants		1,340,297		1,072,237
Unvested Customer warrants		1,340,310		1,608,359

		2,680,607		2,680,596

Private Warrant [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 on March 2, 2022			September 30, 2022
Stock Price	$	9.43		$	1.88
Strike Price	$	11.50		$	11.50
Volatility (annual)(1)		30.66	%		79.22	%
Risk-free rate		1.74	%		4.07	%
Estimated time to expiration (years)		5			4.422
Dividend yield		—	%		—	%

(1)	As revised and discussed in Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

Forward Warrant Agreement (Tables)

9 Months Ended

Sep. 30, 2022

Temporary Equity [Line Items]

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

following table represents key valuation assumptions as of the quarter ended September 30, 2022.


Key Valuation Assumptions
Holding period (in years)		1.017
Risk free rate		4.01	%
Probability of the contingency occurrence		50	%
Underlying value per share	$	1.88

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

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

The fair value measurements of financial assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021 are as follows:


	September 30, 2022
	Level 1		Level 2		Level 3
	(in thousands)
Assets:
Cash Equivalents:
Money Market Funds	$	32,985	$	—	$	—
Short-term investments:
United States Treasury Securities		57,727		—		—
Corporate Bonds		—		3,555		—
Commercial Paper		—		25,904		—
Forward Warrant Agreement		—		—		1,930

Total Assets	$	90,712	$	29,459	$	1,930

Liabilities:
Derivative warrant liability-Private Warrants		—		—		2,181
Derivative warrant liability-Public Warrants		1,865		—		—
Earn-out Liability		—		—		2,995

Total Liabilities	$	1,865	$	—	$	5,176


	December 31, 2021

	Level 1		Level 2		Level 3
	(in thousands)
Liabilities:
Derivative warrant liability — Trinity Warrants		—		—		4,355
Forward warrant agreement		—		—		230

Total Liabilities	$	—	$	—	$	4,585

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 September 30, 2022 and December 31, 2021 are as follows:


	Derivative warrant liability-Trinity Warrants			Derivative warrant liability-Private Warrants			Forward Warrant Agreement			Earn-out Liability

	(in thousands)
Balance—December 31, 2021	$	4,355		$	—		$	230		$	—

Initial measurement (as restated and discussed in Note 1) on March 2, 2022 upon Business Combination (Note 3)(1)					9,612						20,413
Change in fair values		2,015			(7,431	)		(5,465	)		(17,418	)
Extinguishment due to exercise of the warrants		(6,370	)		—			3,305			—

Balance—September 30, 2022	$	—		$	2,181		$	(1,930	)	$	2,995

(1)	For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

Equity Plans - (Tables)

9 Months Ended

Sep. 30, 2022

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 to stock option is summarized as below (in thousands, except for share and per share data):


	Number of Options			Weighted-Average Exercise Price		Weighted- Average Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding—December 31, 2021		11,468,275		$	0.36		8.1	$	46,839
Granted		—
Exercised		(2,479,297	)	$	0.27			$	9,765
Forfeited and expired		(681,913	)	$	0.27

Outstanding—September 30, 2022		8,307,065		$	0.36		7.4	$	12,624

Exercisable—September 30, 2022		5,329,686		$	0.40		7.3	$	7,881

Schedule of Activity Related to Restricted Stock Units

A summary of activity related to RSUs is summarized as below:


	RSUs			Weighted Average Fair Value Per Share
Balance at December 31, 2021		5,388,455
Granted		15,933,249		$	4.79
Vested		(5,437,945	)
Forfeited		(1,086,482	)

Balance at September 30, 2022		14,797,277

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

The table below summarizes the total stock compensation expenses for the nine months and three months ended September 30, 2022:


	3 Months Ended		9 Months Ended
	September 30,		September 30,
	2022		2022
Research and development	$	5,933	$	10,531
Selling and marketing expenses		898		1,595
General and administrative expenses		8,290		25,517

Total Stock Compensation Expenses	$	15,121	$	37,643


	3 Months Ended		9 Months Ended
	September 30,		September 30,
	2021		2021
Research and development	$	294	$	932
Selling and marketing expenses		29		90
General and administrative expenses		195		614

Total Stock Compensation Expenses	$	518	$	1,636

Schedule Of Share Based Payment Award Stock Options Valuation Assumptions


	September 30, 2021
Expected volatility		46.8	%
Weighted-average risk-free interest rate		1.07	%
Expected dividend yield		—	%
Expected term (in years)		6.1 years
Exercise price	$	0.21

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of Earnings Per Share Basic Aand Diluted


	Three Months Ended September 30,
	2022			2021
Net Loss	$	(18,755	)	$	(9,756	)
Basic and diluted shares
Weighted-average Common Stock outstanding		118,571,295			22,554,422
Loss per share for Common Stock
— Basic	$	(0.16	)	$	(0.43	)
— Diluted	$	(0.16	)	$	(0.43	)


	Nine Months Ended September 30,
	2022			2021
Net Loss	$	(48,649	)	$	(27,617	)
Basic and diluted shares
Weighted-average Common Stock outstanding		95,690,821			22,129,715
Loss per share for Common Stock
— Basic	$	(0.51	)	$	(1.25	)
— Diluted	$	(0.51	)	$	(1.25	)

Schedule of Antidilutive Securities Excluded From Computation of Earnings

The Company excluded the following weighted average potential common shares from the computation of diluted net loss per share as of September 30, 2022 and September 30, 2021:


	As of
	September 30,
	2022		2021
Convertible Series C-1 Preferred Stock(1)		—		23,218,320
Convertible Series C Preferred Stock (1)		—		54,478,033
Common Stock Warrants (1) (2)		14,444,127		2,152,279
Stock Options (1)		8,307,065		11,999,616
Restricted Stock Units (1)		14,797,277		—

		37,548,469		91,848,248

(1)	The number of outstanding shares as of September 30, 2021 have been retrospectively adjusted to reflect the Exchange Ratio.

(2)	The number of outstanding warrants as of September 30, 2022 and September 30, 2021 does not include 1,340,310 and 1,608,359 shares, respectively, of Unvested Customer Warrants.

Segments (Tables)

9 Months Ended

Sep. 30, 2022

Summary of Revenue by Geography

The following table presents a summary of revenue by geography for the three and nine months ended September 30, 2022 and 2021 (in thousands):


	Three Months Ended September 30,
	2022					2021
	Amount		%			Amount		%
	(in thousands)					(in thousands)
United States	$	2,228		79.5	%	$	2,502		85.7	%
United Kingdom		576		20.5	%		417		14.3	%

	$	2,804		100.0	%	$	2,919		100.0	%


	Nine Months Ended September 30,
	2022					2021
	Amount		%			Amount		%
	(in thousands)					(in thousands)
United States	$	5,772		82.0	%	$	5,148		75.5	%
United Kingdom		1,270		18.0	%		1,670		24.5	%

	$	7,042		100.0	%	$	6,818		100.0	%

Description of Business - Additional Information (Details) - USD ($)

3 Months Ended

6 Months Ended

9 Months Ended

Sep. 30, 2022

Mar. 02, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Jun. 30, 2022

Sep. 30, 2022

Sep. 30, 2021

Dec. 31, 2021

Dec. 31, 2020

Description Of Organization Business Operations And Basis Of Presentation [Line Items]

Common Stock, Par or Stated Value Per Share

$ 0.0001

Number of trading days for determining the share price

$ 255,780,000

$ 207,131,000

20 days

Class of warrants or rights outstanding

2,680,607

2,680,596

Accrual operating expenses

$ 33,352,000

$ 11,642,000

$ 87,333,000

$ 32,261,000

Out-of-period adjustment

(31,324,000)

(9,169,000)

(82,354,000)

(26,526,000)

Net cash in operating activities

(48,482,000)

(22,538,000)

Stockholders' equity (deficit)

$ 165,905,000

165,905,000

$ 170,100,000

^[1]

$ 163,983,000

^[1]

(57,937,000)

$ (48,832,000)

$ (39,368,000)

$ 170,100,000

^[1]

165,905,000

(57,937,000)

$ (71,528,000)

$ (32,256,000)

Revision of Prior Period, Adjustment [Member]

(18,755,000)

(12,252,000)

^[1]

(17,642,000)

^[1]

$ (9,756,000)

$ (10,074,000)

$ (7,787,000)

(48,649,000)

$ (27,617,000)

Description Of Organization Business Operations And Basis Of Presentation [Line Items]

Accrual operating expenses

9,450,000

7,172,000

9,450,000

$ 100,000

113,000

1,478,000

1,590,000

Out-of-period adjustment

(113,000)

(1,478,000)

(1,590,000)

$ 1,300,000

Derivative liabilities

1,300,000

Change in fair value of derivative warrant liabilities

1,300,000

Net cash in operating activities

Stockholders' equity (deficit)

(3,725,000)

(1,447,000)

(3,725,000)

Supernova Acquistion [Member] | Sponsor Agreement [Member] | Tranche One [Member]

$ (2,279,000)

$ (7,172,000)

$ (9,450,000)

Description Of Organization Business Operations And Basis Of Presentation [Line Items]

2,479,000

5 years

Number Of Consecutive Trading Days For Determining The Share Price

$ 12.5

30 days

Supernova Acquistion [Member] | Sponsor Agreement [Member] | Tranche Two [Member]

Description Of Organization Business Operations And Basis Of Presentation [Line Items]

580,273

5 years

Number Of Consecutive Trading Days For Determining The Share Price

$ 15

30 days

Supernova Acquistion [Member] | Revision of Prior Period, Adjustment [Member] | Sponsor Agreement [Member] | Tranche One [Member]

Description Of Organization Business Operations And Basis Of Presentation [Line Items]

2,479,000

5 years

Number Of Consecutive Trading Days For Determining The Share Price

$ 12.5

30 days

Supernova Acquistion [Member] | Revision of Prior Period, Adjustment [Member] | Sponsor Agreement [Member] | Tranche Two [Member]

Description Of Organization Business Operations And Basis Of Presentation [Line Items]

580,273

5 years

Number Of Consecutive Trading Days For Determining The Share Price

$ 15

30 days

Private Placement Warrants

Description Of Organization Business Operations And Basis Of Presentation [Line Items]

Class of warrants or rights exercise price of warrants or rights

$ 11.5

Class of warrants or rights outstanding

4,450,000

Class of warrants or rights maturity period

5 years

Derivative liabilities

$ 9,600,000

Private Placement Warrants | Revision of Prior Period, Adjustment [Member]

Description Of Organization Business Operations And Basis Of Presentation [Line Items]

Class of warrants or rights exercise price of warrants or rights

$ 11.5

Temporary equity, shares subject to possible redemption price per share

$ 18

Class of warrants or rights outstanding

4,450,000

Class of warrants or rights maturity period

5 years

Private warrant, not subject to redemption price per share

$ 10

Class A Ordinary Shares | Conversion Of Common Stock Shares From The Previous Company To The Current Company [Member]

Description Of Organization Business Operations And Basis Of Presentation [Line Items]

Common Stock, Par or Stated Value Per Share

$ 0.0001

Class B Ordinary Shares | Conversion Of Common Stock Shares From The Previous Company To The Current Company [Member]

Description Of Organization Business Operations And Basis Of Presentation [Line Items]

Common Stock, Par or Stated Value Per Share

$ 0.0001

[1]	For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

Description of Business - Schedule of Restated Condensed Consolidated Balance Sheet (Details) - USD ($)
$ in Thousands

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Dec. 31, 2020

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 6,934

$ 3,806

16,305

7,567

4,046

4,355

2,995

46,781

36,433

422,200

135,549

(255,780)

(207,131)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 165,905

$ 170,100

^[1]

$ 163,983

^[1]

$ (71,528)

$ (57,937)

$ (48,832)

$ (39,368)

$ (32,256)

As Reported

4,428

5,230

11,279

11,567

8,944

24,001

8,925

16,949

54,765

80,473

401,290

382,959

(227,575)

(217,601)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

173,825

165,430

To Be Adjusted (a)

(1,070)

(2,527)

(1,070)

(2,527)

6,170

(5,101)

(3,643)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

1,069

2,527

To Be Adjusted (b)

1,590

1,478

1,590

1,478

1,590

1,478

(1,590)

(1,478)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

(1,590)

(1,478)

To Be Adjusted (c)

(1,331)

(1,331)

1,331

Error Corrections and Prior Period Adjustments Restatement [Line Items]

1,331

To Be Adjusted (d)

3,204

3,827

3,204

3,827

(445)

(2,759)

(3,382)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

(3,204)

(3,827)

To Be Adjusted

1,590

1,478

1,590

1,478

3,204

2,496

(1,070)

(2,527)

3,724

1,447

5,725

(9,450)

(7,172)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

(3,725)

(1,447)

As Restated

6,018

6,708

12,869

13,045

12,148

26,497

7,855

14,422

58,489

81,920

407,015

388,684

(237,025)

(224,773)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 170,100

$ 163,983

[1]	For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

Description of Business - Schedule Of Restated Condensed Consolidated Statement of Operations (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Jun. 30, 2022

Sep. 30, 2022

Sep. 30, 2021

$ 17,365

$ 7,484

$ 44,040

$ 21,915

33,352

11,642

87,333

32,261

Change in fair value of derivative warrant liabilities

(31,324)

(9,169)

(82,354)

(26,526)

8,103

19,853

4,860

17,418

12,569

(587)

33,705

(1,091)

Net loss per share attributed to common stockholders—basic

$ (18,755)

$ (12,252)

^[1]

$ (17,642)

^[1]

$ (9,756)

$ (10,074)

$ (7,787)

$ (48,649)

$ (27,617)

$ (0.16)

$ (0.43)

$ (0.51)

$ (1.25)

Net loss per share attributed to common stockholders—diluted

$ (0.16)

$ (0.43)

$ (0.51)

$ (1.25)

As Reported

Error Corrections and Prior Period Adjustments Restatement [Line Items]

12,634

12,449

$ 25,083

26,906

25,484

52,391

Change in fair value of derivative warrant liabilities

(25,645)

(23,794)

(49,440)

8,687

5,822

14,509

8,024

9,634

17,658

15,671

13,324

28,996

Net loss per share attributed to common stockholders—basic

$ (9,974)

$ (10,470)

$ (20,444)

$ (0.09)

$ (0.2)

$ (0.24)

Net loss per share attributed to common stockholders—diluted

$ (0.09)

$ (0.2)

$ (0.24)

To Be Adjusted (a)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 0

Change in fair value of derivative warrant liabilities

(1,458)

(3,643)

(5,101)

(1,458)

(3,643)

(5,101)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

(1,458)

(3,643)

(5,101)

To Be Adjusted (b)

113

1,478

1,590

113

1,478

1,590

Change in fair value of derivative warrant liabilities

(113)

(1,478)

(1,590)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

(113)

(1,478)

(1,590)

To Be Adjusted (c)

Change in fair value of derivative warrant liabilities

(1,331)

1,331

(1,331)

1,331

Error Corrections and Prior Period Adjustments Restatement [Line Items]

(1,331)

1,331

To Be Adjusted (d)

Change in fair value of derivative warrant liabilities

623

(3,382)

(2,759)

623

(3,382)

(2,759)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

623

(3,382)

(2,759)

To Be Adjusted

113

1,478

1,590

$ 100

113

1,478

1,590

Change in fair value of derivative warrant liabilities

(113)

(1,478)

(1,590)

$ 1,300

(708)

(2,051)

(2,759)

(1,458)

(3,643)

(5,101)

(2,166)

(5,694)

(7,860)

Net loss per share attributed to common stockholders—basic

$ (2,279)

$ (7,172)

$ (9,450)

$ (0.02)

$ (0.13)

$ (0.12)

Net loss per share attributed to common stockholders—diluted

$ (0.02)

$ (0.13)

$ (0.12)

As Restated

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 12,747

$ 13,927

$ 26,673

27,019

26,962

53,981

Change in fair value of derivative warrant liabilities

(25,758)

(25,272)

(51,030)

7,979

3,771

11,750

6,566

5,991

12,557

13,505

7,630

21,136

Net loss per share attributed to common stockholders—basic

$ (12,253)

$ (17,642)

$ (29,894)

$ (0.11)

$ (0.33)

$ (0.36)

Net loss per share attributed to common stockholders—diluted

$ (0.11)

$ (0.33)

$ (0.36)

[1]	For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

Description of Business - Schedule of Restated Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholder's (Deficit) Equity (Details) - USD ($)
$ in Thousands

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Dec. 31, 2020

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 422,200

$ 135,549

(255,780)

(207,131)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 165,905

$ 170,100

^[1]

$ 163,983

^[1]

$ (71,528)

$ (57,937)

$ (48,832)

$ (39,368)

$ (32,256)

As Reported

401,290

382,959

(227,575)

(217,601)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

173,825

165,430

To Be Adjusted (a)

6,170

(5,101)

(3,643)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

1,069

2,527

To Be Adjusted (b)

(1,590)

(1,478)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

(1,590)

(1,478)

To Be Adjusted (c)

1,331

Error Corrections and Prior Period Adjustments Restatement [Line Items]

1,331

To Be Adjusted (d)

(445)

(2,759)

(3,382)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

(3,204)

(3,827)

To Be Adjusted

5,725

(9,450)

(7,172)

Error Corrections and Prior Period Adjustments Restatement [Line Items]

(3,725)

(1,447)

As Restated

407,015

388,684

(237,025)

(224,773)

Disclosure In Tabular Form Of Assumptions Based On Significant Unobservable Inputs Used In The Valuation Of Earn out Liability Arising Out Of Business Combination [Line Items]

$ 170,100

$ 163,983

[1]	For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

Description of Business - Schedule of Restated Condensed Consolidated Statement of Cash Flows (Details) - USD ($)	3 Months Ended				6 Months Ended	9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss						$ (48,649,000)	$ (27,617,000)
Accrued expenses and other current liabilities						3,469,000	848,000
Change in fair value of derivate warrant liabilities	$ (8,103,000)			$ 0		(19,853,000)	0
Change in fair value of earn-out liability	$ (4,860,000)			$ 0		(17,418,000)	0
Net cash in operating activities						$ (48,482,000)	$ (22,538,000)
As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			$ (10,470,000)		$ (20,444,000)
Accrued expenses and other current liabilities			2,606,000		967,000
Change in fair value of derivate warrant liabilities		$ (8,687,000)	(5,822,000)		(14,509,000)
Change in fair value of earn-out liability		(8,024,000)	(9,634,000)		(17,658,000)
Net cash in operating activities			(15,721,000)		(35,085,000)
To Be Adjusted (a)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			(3,643,000)		(5,101,000)
Accrued expenses and other current liabilities			0		0
Change in fair value of derivate warrant liabilities		0	0		0
Change in fair value of earn-out liability		1,458,000	3,643,000		5,101,000
Net cash in operating activities			0		0
To Be Adjusted (b)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			(1,478,000)		(1,590,000)
Accrued expenses and other current liabilities			1,478,000		1,590,000
Change in fair value of derivate warrant liabilities		0	0		0
Change in fair value of earn-out liability		0	0		0
Net cash in operating activities			0		0
To Be Adjusted (c)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			1,331,000		0
Accrued expenses and other current liabilities			0		0
Change in fair value of derivate warrant liabilities		1,331,000	(1,331,000)		0
Change in fair value of earn-out liability		0	0		0
Net cash in operating activities			0		0
To Be Adjusted (d)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			(3,382,000)		(2,759,000)
Accrued expenses and other current liabilities			0		0
Change in fair value of derivate warrant liabilities		(623,000)	3,382,000		2,759,000
Change in fair value of earn-out liability		0	0		0
Net cash in operating activities			0		0
To Be Adjusted
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			(7,172,000)		(9,450,000)
Accrued expenses and other current liabilities			1,478,000		1,590,000
Change in fair value of derivate warrant liabilities		708,000	2,051,000		2,759,000
Change in fair value of earn-out liability		1,458,000	3,643,000		5,101,000
Net cash in operating activities			0		0
As Restated
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			(17,642,000)		(29,894,000)
Accrued expenses and other current liabilities			4,084,000		2,557,000
Change in fair value of derivate warrant liabilities		(7,979,000)	(3,771,000)		(11,750,000)
Change in fair value of earn-out liability		$ (6,566,000)	(5,991,000)		(12,557,000)
Net cash in operating activities			$ (15,721,000)		$ (35,085,000)

Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) OperatingSegment ReportingSegment $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) shares
Summary Of Significant Accounting Policies [Line Items]
Cash equivalents					$ 0
Number of operating segments \| OperatingSegment			1
Number of reporting segments \| ReportingSegment			1
Deferred offering costs	$ 700		$ 700
Revenues	$ 2,804	$ 2,919	$ 7,042	$ 6,818
Period for which the convertible debt must remain outstanding for an emerging growth company to become a large accelarated filer			3 years
Class of warrants or rights outstanding \| shares	2,680,607		2,680,607		2,680,596
Change in fair value of earn-out liability	$ 4,860	$ 0	$ 17,418	0
Offering costs incurred	1,700		2,600
Deferred offering costs incurred	0			$ 0
RGTI Common Stock Purchase Agreement [Member]
Summary Of Significant Accounting Policies [Line Items]
Offering costs incurred			$ 700
Service Based And Performance Based Restricted Stock Units [Member] \| 2013 Equity Incentive Plan
Summary Of Significant Accounting Policies [Line Items]
Share based compensation by share based award requisite service period			4 years
Sponsor [Member]
Summary Of Significant Accounting Policies [Line Items]
Period of earnout shares			5 years
Sponsor [Member] \| Earnout Liability [Member]
Summary Of Significant Accounting Policies [Line Items]
Business combination contingent consideration liability at fair value	$ 3,000		$ 3,000
Private Placement Warrants [Member]
Summary Of Significant Accounting Policies [Line Items]
Class of warrants or rights outstanding \| shares	4,450,000		4,450,000
Class of warrants or rights exercise price of warrants or rights \| $ / shares	$ 11.5		$ 11.5
Class of warrants or rights maturity period	5 years		5 years
Derivative liabilities	$ 9,600		$ 9,600
Financial liabilities at fair value	$ 2,200		$ 2,200
Public Warrants [Member]
Summary Of Significant Accounting Policies [Line Items]
Class of warrants or rights outstanding \| shares	8,625,000		8,625,000
Class of warrants or rights exercise price of warrants or rights \| $ / shares	$ 11.5		$ 11.5
Class of warrants or rights maturity period	5 years		5 years
Derivative liabilities	$ 16,300		$ 16,300
Financial liabilities at fair value	$ 1,900		$ 1,900
Public Warrants [Member] \| Number Of Shares Which The Warrant Holders Are Entiled To Exercise Per Share In Case Effective Registration Statement Is Not Filed [Member]
Summary Of Significant Accounting Policies [Line Items]
Class of warrants or rights number of securities covered by each warrant or right \| shares	0.361		0.361
Revenue from Rights Concentration Risk [Member] \| Revenue [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration Risk, Percentage	100.00%	100.00%	100.00%	100.00%
Revenue from Rights Concentration Risk [Member] \| Revenue [Member] \| Government Entities [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration Risk, Percentage	77.26%	84.41%	74.08%	79.55%
Maximum [Member] \| Share-based Payment Arrangement, Option [Member]
Summary Of Significant Accounting Policies [Line Items]
Share based compensation by share based award requisite service period			5 years
Minimum [Member] \| Share-based Payment Arrangement, Option [Member]
Summary Of Significant Accounting Policies [Line Items]
Share based compensation by share based award requisite service period			1 year
Minimum [Member] \| Condition For An Emerging Growth Company To Become A Large Accelarated Filer [Member]
Summary Of Significant Accounting Policies [Line Items]
Revenues			$ 1,240,000
Public float	$ 700,000		700,000
Convertible debt	$ 1,000,000		$ 1,000,000

Summary of Significant Accounting Policies - Summary of Cash Cash Equivalents and Short Term Investments (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]
Cash and Cash Equivalents	$ 73,837	$ 11,729
Restricted cash	117	317
Total cash and restricted cash	$ 73,954	$ 12,046

Summary of Significant Accounting Policies - Schedule of Inputs Into the Respective Models (Detail)

Sep. 30, 2022

Mar. 02, 2022

Stock Price

Disclosure In Tabular Form Of Assumptions Based On Significant Unobservable Inputs Used In The Valuation Of Earn out Liability Arising Out Of Business Combination [Line Items]

1.88

9.43

Simulated trading days

Disclosure In Tabular Form Of Assumptions Based On Significant Unobservable Inputs Used In The Valuation Of Earn out Liability Arising Out Of Business Combination [Line Items]

^[1]

1,114

1,198

Volatility (annual)

Disclosure In Tabular Form Of Assumptions Based On Significant Unobservable Inputs Used In The Valuation Of Earn out Liability Arising Out Of Business Combination [Line Items]

80.3

30.5

Risk-free Rate

Estimated time to expiration

4.07

1.74

Disclosure In Tabular Form Of Assumptions Based On Significant Unobservable Inputs Used In The Valuation Of Earn out Liability Arising Out Of Business Combination [Line Items]

Valuation Assumptions | yr

4.42

[1]	As revised and discussed in Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

Summary of Significant Accounting Policies - Summary Of Earnings Per Share Basic And Diluted (Detail) - Customer Concentration Risk [Member] - Revenue Benchmark [Member]	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Customer A [Member]
Schedule of Transition Period Comparative Data line items [Line Items]
Concentration Risk, Percentage	35.00%		26.00%	20.00%
Customer B [Member]
Schedule of Transition Period Comparative Data line items [Line Items]
Concentration Risk, Percentage	23.00%	16.00%	20.00%	18.00%
Customer C [Member]
Schedule of Transition Period Comparative Data line items [Line Items]
Concentration Risk, Percentage	18.00%	14.00%	18.00%	19.00%
Customer D [Member]
Schedule of Transition Period Comparative Data line items [Line Items]
Concentration Risk, Percentage	14.00%		17.00%	25.00%
Customer E [Member]
Schedule of Transition Period Comparative Data line items [Line Items]
Concentration Risk, Percentage		42.00%		16.00%
Customer F [Member]
Schedule of Transition Period Comparative Data line items [Line Items]
Concentration Risk, Percentage		28.00%

Summary of Significant Accounting Policies - Schedule of Customers Accounts Receivable (Detail) - Customer Concentration Risk [Member] - Accounts Receivable [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Customer A [Member]
Disclosure In Tabular Form Of Concentration Of Accounts Recievable [Line Items]
Concentration Risk, Percentage	44.00%
Customer B [Member]
Disclosure In Tabular Form Of Concentration Of Accounts Recievable [Line Items]
Concentration Risk, Percentage	27.00%	34.00%
Customer C [Member]
Disclosure In Tabular Form Of Concentration Of Accounts Recievable [Line Items]
Concentration Risk, Percentage	21.00%	35.00%
Customer D [Member]
Disclosure In Tabular Form Of Concentration Of Accounts Recievable [Line Items]
Concentration Risk, Percentage		29.00%

Business Combination - Summary of Net proceeds from Business Combination and PIPE financing (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items]
Cash—SNII trust and cash (net of redemption)	$ 115,879
Cash – PIPE	147,510
Cash—SNII operating account	325
Less: SNII transaction cost	(38,110)
Net Proceeds from Business Combination and PIPE	$ 225,604	$ 0

Business Combination - Summary of Net proceeds from Business Combination and PIPE financing (Parenthetical) (Detail) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items]
Business combination transaction costs				$ 20,650
Adjustment to additional paid in capital business combination transaction costs		$ 19,750
Business combination transaction costs expensed		900
Payment of transaction costs through cash	$ 0	16,700
Adjustment to additional paid in combination business combination proceed net of transaction costs		159,550
Proceeds from business combination net of transaction costs paid		225,604	$ 0
Adjustment to additional paid in capital earn-out liabilities		20,400
Public Warrants [Member]
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items]
Adjustment to additional paid in capital adjustment for warrant liabilities		16,300
Private Warrants [Member]
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items]
Adjustment to additional paid in capital adjustment for warrant liabilities		$ 9,600

Business Combination - Summary of Consummation of the Business Combination (Detail)	9 Months Ended
	Sep. 30, 2022 shares
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items]
Shares issued in PIPE	14,641,244
Business Combination and PIPE shares	34,850,706
Common stock—Legacy Rigetti	18,221,069
Common stock—exercise of Legacy Rigetti stock options immediately prior to the closing	1,123,539
Common stock—exercise of Legacy Rigetti warrants immediately prior to the closing	2,234,408
Ending balance, shares	113,810,285
Common Class A [Member] \| Status Of Shares Outstanding Before Business Combination [Member]
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items]
Beginning balance, shares	34,500,000
Less: redemption of SNII Class A ordinary shares	(22,915,538)
Common Stock — SNII Class ordinary shares	11,584,462
Common Class B [Member]
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items]
Common Stock — SNII Class ordinary shares	8,625,000
Series C Redeemable Convertible Preferred Stock [Member]
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items]
Common stock—upon conversion of Legacy Rigetti Series preferred stock	54,478,261
Series C One Redeemable Convertible Preferred Stock [Member]
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items]
Common stock—upon conversion of Legacy Rigetti Series preferred stock	2,902,302

Business Combination - Summary of Consummation of the Business Combination (Parenthetical) (Detail)	Sep. 30, 2022 shares
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items]
Shares outstanding	113,810,285
Common stock shares exchange ratio	0.787
Series C Redeemable Convertible Preferred Stock [Member]
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items]
Conversion from temporary equity to permanent equity exchange ratio	1
Series C One Redeemable Convertible Preferred Stock [Member]
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items]
Conversion from temporary equity to permanent equity exchange ratio	8
Promote Sponsor Vesting Shares [Member]
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items]
Shares outstanding	2,479,000
Sponsor Redemption Based Vesting Shares [Member]
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items]
Shares outstanding	580,273

Business Combination - Additional Information (Detail) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended
	Sep. 30, 2022 $ / shares shares	Mar. 02, 2022 shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 $ / shares shares	Dec. 23, 2021 USD ($) $ / shares shares	Dec. 01, 2021 USD ($) $ / shares shares
Business Acquisition, Contingent Consideration [Line Items]
Common stock shares authorized \| shares	1,000,000,000		1,000,000,000	1,000,000,000		134,050,472
Preferred stock shares authorized \| shares	10,000,000	10,000,000	10,000,000	10,000,000		0
Common stock par or stated value per share	$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001
Common stock number of votes per share	1		1	1
Preferred stock, shares issued \| shares	0		0	0		0
Preferred stock, Outstanding \| shares	0		0	0		0
Preferred stock par or stated value per share	$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001
Class of warrants or rights outstanding exercise price per share of the resulting company due to business combination	11.5		11.5	11.5
Class of warrants or rights number of shares covered by each warrant or right in the resulting company due to business combination	1		1	1
Temporary equity of previous company converted into permanent equity of the resultant company par or stated value per share	$ 0.000001		$ 0.000001	$ 0.000001
Common stock shares exchange ratio	0.787		0.787	0.787
Common stock shares issued as a result of exchange \| shares	78,959,579		78,959,579	78,959,579
Number of trading days for determining the share price	20 days	20 days
Proceeds from Business Combination, net of transaction costs paid \| $				$ 225,604	$ 0
One-time bonus \| $			$ 0	2,100
Sponsor Agreement [Member]
Business Acquisition, Contingent Consideration [Line Items]
Proceeds from Business Combination, net of transaction costs paid \| $				$ 19,750
Common Class A [Member]
Business Acquisition, Contingent Consideration [Line Items]
Common stock of previous company converted into current company common stock par or stated value per share	$ 0.0001		$ 0.0001	$ 0.0001
Common Class B [Member]
Business Acquisition, Contingent Consideration [Line Items]
Common stock of previous company converted into current company common stock par or stated value per share	$ 0.0001		$ 0.0001	$ 0.0001
Supernova Acquistion [Member] \| Sponsor Agreement [Member] \| Tranche One [Member]
Business Acquisition, Contingent Consideration [Line Items]
Shares subject to vesting \| shares	2,479,000		2,479,000	2,479,000
Volume weighted average price per share	$ 12.5
Shares subject to vesting maximum period	5 years
Number of consecutive trading days for determining the share price	30 days
Supernova Acquistion [Member] \| Sponsor Agreement [Member] \| Tranche Two [Member]
Business Acquisition, Contingent Consideration [Line Items]
Shares subject to vesting \| shares	580,273		580,273	580,273
Volume weighted average price per share	$ 15
Shares subject to vesting maximum period	5 years
Number of consecutive trading days for determining the share price	30 days
Supernova Acquistion [Member] \| Initial Subscription Agreement [Member] \| Private Investment In Public Equity Investors [Member]
Business Acquisition, Contingent Consideration [Line Items]
Common stock shares subscribed but not issued \| shares								10,251,000
Shares issued price per share								$ 10
Common stock shares subscribed but not issued value \| $								$ 102,500
Supernova Acquistion [Member] \| Subsequent Subscription Agreement [Member] \| Private Investment In Public Equity Investors [Member]
Business Acquisition, Contingent Consideration [Line Items]
Common stock shares subscribed but not issued \| shares							4,390,244
Shares issued price per share							$ 10.25
Common stock shares subscribed but not issued value \| $							$ 45,000

Investments - Summary of Available For Sale Securities Continuous Unrealized Loss Position Fair Value (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 120,527
Gross Unrealized Holding Loss	(356)
Fair Value as	120,171
United States Treasury Securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	58,066
Gross Unrealized Holding Loss	(339)
Fair Value as	57,727
Corporate Bonds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	3,572
Gross Unrealized Holding Loss	(17)
Fair Value as	3,555
Commercial Papers
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	25,904
Gross Unrealized Holding Loss	0
Fair Value as	25,904
Money Market Funds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	32,985
Gross Unrealized Holding Loss	0
Fair Value as	$ 32,985

Investments - Additional Information (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Debt Securities, Available-for-Sale [Line Items]
Investment securities	$ 120,171
US Treasury Securities
Debt Securities, Available-for-Sale [Line Items]
Investment securities	57,727
Corporate Bonds
Debt Securities, Available-for-Sale [Line Items]
Investment securities	3,555
Commercial Paper
Debt Securities, Available-for-Sale [Line Items]
Investment securities	25,904
Money Market Fund
Debt Securities, Available-for-Sale [Line Items]
Investment securities	$ 32,985

Revenue Recognition - Additional Information (Details) $ in Millions	Sep. 30, 2022 USD ($)
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligations	$ 9.3
Remainder Of Two Thousand And Twenty Two [Member]
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligations	3.3
2023 [Member]
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligations	$ 6.0

Revenue Recognition - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 2,804	$ 2,919	$ 7,042	$ 6,818
Revenue recognized at a point in time [Member]
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Revenue recognized over time [Member]
Disaggregation of Revenue [Line Items]
Revenue	2,804	2,919	7,042	6,818
Collaborative research and other professional services [Member]
Disaggregation of Revenue [Line Items]
Revenue	1,990	2,405	4,982	4,951
Access to quantum computing systems [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 814	$ 514	$ 2,060	$ 1,867

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.

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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

Revenue Recognition - Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Capitalized Contract Cost [Line Items]
Trade receivables, net	$ 1,143	$ 961
Unbilled receivables	1,152	582
Deferred revenue - current	$ 811	$ 985

Revenue Recognition - Summary of Change in Contract with Customer, Asset and Liability (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Capitalized Contract Cost [Line Items]
Deferral of revenue	$ (384)
Recognition of deferred revenue	558
Balance at end of period	$ (811)

Commitments and Contingencies - Summary Of Lessee Operating Lease Liability Maturity (Detail) - Rigetti Holdings [Member] $ in Thousands	Sep. 30, 2022 USD ($)
Remainder of 2022	$ 376
2023	1,262
2024	1,299
2025	1,338
2026	1,379
Thereafter	4,006
Total minimum future lease payments	$ 9,660

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Straight Line Rent Adjustments	$ 0.5	$ 0.3	$ 1.3	$ 1.1
Deferred Rent Credit, Current	$ 0.4		$ 0.4		$ 0.4

Financing Arrangements - Scheduled principal payments on total outstanding debt (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
2022	$ 702	$ 702
2023	9,273	8,682
2024	12,914	11,008
2025	8,734	6,608
2026	377	0
Loan payable, long term	$ 32,000	$ 27,000

Forward Warrant Agreement [Member]

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Financing Arrangements - Long term debt and the unamortized discount (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	May 31, 2021
Outstanding principal amount	$ 32,000	$ 27,000
Add: accreted liability of final payment fee	333	125
Less: unamortized debt discount, long term	(1,583)	(1,618)	$ (2,800)
Less: current portion of long term debt principal	(7,751)	(1,291)
Debt - net of current portion	22,999	24,216
Current portion of long term debt-principal	7,751	1,291
Less: current portion of unamortized debt discount	(917)	(716)
Debt-current portion	$ 6,834	$ 575

Financing Arrangements - Additional Information (Detail) - USD ($)			3 Months Ended		9 Months Ended
	Jan. 31, 2022	May 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Mar. 31, 2021
Line of Credit Facility [Line Items]
Debt issuance costs		$ 2,800,000	$ 1,583,000		$ 1,583,000		$ 1,618,000
Interest expense			$ 1,436,000	$ 589,000	3,811,000	$ 1,077,000
Amortization of debt issuance cost					$ 1,072,000	$ 0
Common Stock warrants [Member]
Line of Credit Facility [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			783,129		783,129			313,252
Loan and Security Agreement [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	11.00%
Debt instrument payment fee, Percentage		2.75%
Interest expense			$ 1,400,000		$ 3,800,000
Accretion Expense			76,500		211,200
Debt Related Commitment Fees			72,800		189,100
Amortization of debt issuance cost			256,100		671,600
unamortized issuance cost			$ 2,500,000		$ 2,500,000
Debt Instrument, Frequency of Periodic Payment		payable monthly
Loan and Security Agreement [Member] \| Prime Rate [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Description of Variable Rate Basis		US Prime Rate plus 7.50% per annum
Debt Instrument, Variable Rate		7.50%
Loan and Security Agreement [Member] \| Maximum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			25.41%		25.41%
Loan and Security Agreement [Member] \| Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			19.42%		19.42%
Tranche A [Member] \| Loan and Security Agreement [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] \| 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] \| Venture Capital [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Term		48 months
Tranche B [Member] \| Loan and Security Agreement [Member] \| Minimum [Member] \| Venture Capital [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Payment Terms	19 months
Tranche C [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	11.00%
Debt Related Commitment Fees	$ 1,000,000
Debt Instrument, Face Amount	$ 5,000,000
Debt Instrument, Payment Terms	19 months
Debt Instrument, Frequency of Periodic Payment	payable monthly
Debt Instrument, Maturity Date	Feb. 01, 2026
Percentage of debt related cost paid upon the consummation of merger	20
Debt instrument, repurchase amount	$ 75,000,000
Debt instrument, fee amount	$ 5,000,000
Percentage of advanced funds under the amendment	20.00%
Tranche C [Member] \| Prime Rate [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Description of Variable Rate Basis	US Prime Rate plus 7.50% per annum
Debt Instrument, Variable Rate	7.50%

Redeemable Convertible Preferred Stock - Additional Information (Detail) - $ / shares	Sep. 30, 2022	Mar. 02, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Preferred stock, authorized	10,000,000	10,000,000	0
Preferred stock, par value	$ 0.0001		$ 0.0001
Series C Preferred Stock [Member]
Temporary Equity [Line Items]
Preferred stock, authorized	73,389,000
Series C-1 Preferred Stock [Member]
Temporary Equity [Line Items]
Preferred stock, authorized	62,537,577
Preferred Stock [Member]
Temporary Equity [Line Items]
Preferred stock, par value	$ 0.000001

Common Stock - Summary of Conversions of Stock (Detail)	Sep. 30, 2022 shares
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	40,370,398
Stock-Based Awards—Options Outstanding
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	8,307,065
Stock-Based Awards—RSUs Outstanding
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	14,797,277
Common Stock Warrants
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	17,266,056

Common Stock - Additional Information (Detail) - USD ($)			3 Months Ended	9 Months Ended
	Sep. 14, 2022	Aug. 11, 2022	Sep. 30, 2022	Sep. 30, 2022	Mar. 02, 2022	Dec. 31, 2021
Conversion of Stock [Line Items]
Common Stock, Shares Authorized			1,000,000,000	1,000,000,000		134,050,472
Common Stock, Voting Rights				one vote
Preferred stock, authorized			10,000,000	10,000,000	10,000,000	0
Preferred stock, shares issued			0	0		0
Preferred stock, Outstanding			0	0		0
Common Stock, Shares, Outstanding		23,648,889	122,739,804	122,739,804		18,221,069
Percentage of total aggregate number (or volume) of shares of Common Stock traded on The Nasdaq Capital Market	20.00%
Sale of Stock, Price Per Share	$ 0.2
Percentage of the aggregate number of shares of common stock issued and outstanding immediately prior to the execution of the agreement.		19.99%
RGTI Common Stock Purchase Agreement [Member]
Conversion of Stock [Line Items]
Stock issued during period, shares, issued for services		171,008	171,008	171,008
Common Class A [Member] \| Common Stock Purchase Agreement [Member]
Conversion of Stock [Line Items]
Common Stock, Value, Subscriptions		$ 75

Warrants - Additional Information (Details)			3 Months Ended	9 Months Ended
Warrants - Additional Information (Details)	Sep. 30, 2022 USD ($) $ / shares shares	Mar. 02, 2022	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 shares	Mar. 31, 2021 shares	Jan. 31, 2021 $ / shares shares
Class Of Warrant Or Right [Line Items]
Warrants outstanding	2,680,607		2,680,607	2,680,607	2,680,596
Adjustment to additional paid in capital warrants issued \| $				$ 1,200,000
Share price \| $ / shares	$ 0.01		$ 0.01	$ 0.01
Number of trading days for determining the share price	20 days	20 days
Public Warrants
Class Of Warrant Or Right [Line Items]
Warrants outstanding	8,625,000		8,625,000	8,625,000
Exercise price of warrants \| $ / shares	$ 11.5		$ 11.5	$ 11.5
Warrants and rights outstanding, term	5 years		5 years	5 years
Share price \| $ / shares	$ 18		$ 18	$ 18
Number of trading days for determining the share price				20 days
Number of consecutive trading days for determining the share price				30 days
Waiting period after which the share trading days are considered				30 days
Common Stock Warrants
Class Of Warrant Or Right [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	783,129		783,129	783,129		313,252
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		$ 0.01	$ 0.01
Class of warrants or rights warrants issued during the period units				5,248,183
Warrants and rights outstanding, term	10 years		10 years	10 years
Customer Warrants [Member] \| Class A Ordinary Shares
Class Of Warrant Or Right [Line Items]
Exercise price of warrants \| $ / shares							$ 1.152
Warrants and rights outstanding, term							10 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights							2,680,607
Deferred asset reduction of revenue \| $			$ 2,500	$ 6,300
Deferred assets in connection with warrants issued to customer \| $	$ 88,800		$ 88,800	$ 88,800
Customer Warrants [Member] \| Class A Ordinary Shares \| Maximum [Member]
Class Of Warrant Or Right [Line Items]
Class Of Warrants Vesting Percentage							100
Customer Warrants [Member] \| Class A Ordinary Shares \| Minimum [Member]
Class Of Warrant Or Right [Line Items]
Class Of Warrants Vesting Percentage							50
Trinity Warrants [Member]
Class Of Warrant Or Right [Line Items]
Class of warrant or right issued during period, Warrants				469,877
Class of Warrants or Rights Aggregate Fair Value of Warrants at the Time of Grant \| $				$ 2,700,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	783,129		783,129	783,129

Warrants - Schedule Of Fair Value Of The Trinity Warrant liabilities Measured Using Black Scholes Approach (Details)	Jun. 02, 2022 yr
Measurement Input, Share Price [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input	8.23
Measurement Input, Exercise Price [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input	0.27
Measurement Input, Price Volatility (annual) [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input	105.1
Measurement Input, Risk Free Interest Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input	2.94
Measurement Input, Expected Term [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input	9
Measurement Input, Expected Dividend Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input	0

Warrants - Summary of Vesting Status of the Customer Warrant (Details) - shares	Sep. 30, 2022	Dec. 31, 2021
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding	2,680,607	2,680,596
Vested Customer Warrants [Member]
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding	1,340,297	1,072,237
Unvested Customer Warrants [Member]
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding	1,340,310	1,608,359

Forward Warrant Agreement - Additional Information (Detail) - Forward Warrant Agreement [Member] - Rigetti [Member] - USD ($) $ / shares in Units, $ in Millions		9 Months Ended	12 Months Ended
	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Derivative liabilities		$ 0.2
Derivative asset		1.9
Ampere
Class of Warrant or Right [Line Items]
Proceeds from Issuance of Warrants		$ 10.0
Stock issued during period number of warrants issued		1,000,000
Exercise price of warrants		$ 0.0001
Ampere \| Share-based Payment Arrangement, Tranche One [Member]
Class of Warrant or Right [Line Items]
Business combination consideration to be paid	$ 5.0		$ 5.0
Share based compensation arrangement share based payment award options vested and exercisable	500,000
Ampere \| Share-based Payment Arrangement, Tranche Two [Member]
Class of Warrant or Right [Line Items]
Business combination consideration to be paid	$ 5.0
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]	Sep. 30, 2022 yr
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	1.017
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	4.01
Measurement Input Probability of the Contingency Occurrence [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	1.88

Fair Value Measurements - Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Inputs, Level 1
Assets:
Assets	$ 90,712
Liabilities:
Derivative liabilities	1,865	$ 0
Fair Value, Inputs, Level 1 \| Money Market Fund
Assets:
Assets	32,985
Fair Value, Inputs, Level 1 \| US Treasury Securities
Assets:
Assets	57,727
Fair Value, Inputs, Level 1 \| US Government Corporations and Agencies Securities
Assets:
Assets	0
Fair Value, Inputs, Level 1 \| Commercial Paper
Assets:
Assets	0
Fair Value, Inputs, Level 2
Assets:
Assets	29,459
Liabilities:
Derivative liabilities	0	0
Fair Value, Inputs, Level 2 \| Money Market Fund
Assets:
Assets	0
Fair Value, Inputs, Level 2 \| US Treasury Securities
Assets:
Assets	0
Fair Value, Inputs, Level 2 \| US Government Corporations and Agencies Securities
Assets:
Assets	3,555
Fair Value, Inputs, Level 2 \| Commercial Paper
Assets:
Assets	25,904
Fair Value, Inputs, Level 2 \| Earn out Liability
Liabilities:
Earn-out Liability	0
Fair Value, Inputs, Level 3
Assets:
Assets	1,930
Liabilities:
Derivative liabilities	5,176	4,585
Fair Value, Inputs, Level 3 \| Money Market Fund
Assets:
Assets	0
Fair Value, Inputs, Level 3 \| US Treasury Securities
Assets:
Assets	0
Fair Value, Inputs, Level 3 \| US Government Corporations and Agencies Securities
Assets:
Assets	0
Fair Value, Inputs, Level 3 \| Commercial Paper
Assets:
Assets	0
Fair Value, Inputs, Level 3 \| Earn out Liability
Liabilities:
Earn-out Liability	2,995
Trinity Warrants \| Fair Value, Inputs, Level 1 \| Derivative
Liabilities:
Derivative liabilities		0
Trinity Warrants \| Fair Value, Inputs, Level 2 \| Derivative
Liabilities:
Derivative liabilities		0
Trinity Warrants \| Fair Value, Inputs, Level 3 \| Derivative
Liabilities:
Derivative liabilities		4,355
Public Warrants \| Fair Value, Inputs, Level 1 \| Derivative
Liabilities:
Derivative liabilities	1,865
Public Warrants \| Fair Value, Inputs, Level 2 \| Derivative
Liabilities:
Derivative liabilities	0
Private Warrants \| Fair Value, Inputs, Level 1 \| Derivative
Liabilities:
Derivative liabilities	0
Private Warrants \| Fair Value, Inputs, Level 2 \| Derivative
Liabilities:
Derivative liabilities	0
Private Warrants \| Fair Value, Inputs, Level 3 \| Derivative
Liabilities:
Derivative liabilities	2,181
Forward warrant agreement \| Fair Value, Inputs, Level 1
Assets:
Forward Warrant Agreement	0
Forward warrant agreement \| Fair Value, Inputs, Level 1 \| Derivative
Liabilities:
Derivative liabilities		0
Forward warrant agreement \| Fair Value, Inputs, Level 2
Assets:
Forward Warrant Agreement	0
Forward warrant agreement \| Fair Value, Inputs, Level 2 \| Derivative
Liabilities:
Derivative liabilities		0
Forward warrant agreement \| Fair Value, Inputs, Level 3
Assets:
Forward Warrant Agreement	$ 1,930
Forward warrant agreement \| Fair Value, Inputs, Level 3 \| Derivative
Liabilities:
Derivative liabilities		$ 230

Fair Value Measurements - Summary Of Change in Fair Value of Derivative Liabilities (Detail) - Fair Value, Inputs, Level 3
$ in Thousands

9 Months Ended

Sep. 30, 2022

USD ($)

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Balance—December 31, 2021

$ 230

Extinguishment due to exercise of the warrants

(5,465)

3,305

Earn out Liability [Member]

(1,930)

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Initial measurement (as restated and discussed in Note 1) on March 2, 2022 upon Business Combination (Note 3)

20,413

^[1]

(17,418)

Trinity Warrants [Member] | Derivative Warrant Liabilities [Member]

2,995

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Balance—December 31, 2021

4,355

Extinguishment due to exercise of the warrants

2,015

(6,370)

Private Placement Warrants | Derivative Warrant Liabilities [Member]

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Initial measurement (as restated and discussed in Note 1) on March 2, 2022 upon Business Combination (Note 3)

9,612

^[1]

(7,431)

$ 2,181

[1]	For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors

Equity Plans -Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Intrinsic Value (Detail) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Outstanding	11,468,275
Granted	0
Exercised	(2,479,297)
Forfeited and expired	(681,913)
Outstanding	8,307,065		11,468,275
Exercisable	5,329,686
Outstanding	$ 0.36
Exercised	0.27
Forfeited and expired	0.27
Outstanding	0.36		$ 0.36
Exercisable	$ 0.4
Outstanding	7 years 4 months 24 days		8 years 1 month 6 days
Outstanding	7 years 4 months 24 days		8 years 1 month 6 days
Exercisable	7 years 3 months 18 days
Outstanding	$ 46,839
Exercised	9,765	$ 3,900
Outstanding	12,624		$ 46,839
Exercisable	$ 7,881

Equity Plans - Schedule of Activity Related to Restricted Stock Units (Detail)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity [Line Items]
Beginning balance	5,388,455
Number of Restricted Stock Units, Granted	15,933,249
Number of Restricted Stock Units, Vested	(5,437,945)
Number of Restricted Stock Units, Forfeited	(1,086,482)
Ending balance	14,797,277
Weighted-Average Fair Value Per Share, Granted \| $ / shares	$ 4.79

Equity Plans -Schedule Of Employee Service Share Based Compensation Allocation Of Recognized Period Costs (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	$ 15,121	$ 518	$ 37,643	$ 1,636
Research And Development Expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	5,933	294	10,531	932
Selling and Marketing Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	898	29	1,595	90
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	$ 8,290	$ 195	$ 25,517	$ 614

Equity Plans -Schedule Of Share Based Payment Award Stock Options Valuation Assumptions (Detail)	9 Months Ended
	Sep. 30, 2021 $ / shares
Expected volatility	46.80%
Weighted-average risk-free interest rate	1.07%
Expected dividend yield
Expected term (in years)	6 years 1 month 6 days
Exercise price	$ 0.21

Equity Plans -Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Stock-based compensation expense	$ 15,121	$ 518		$ 37,643	$ 1,636
weighted-average grant date fair value of options granted				$ 0.09
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value				$ 9,765	3,900
Amount of cost not yet recognized for nonvested award	$ 1,600			$ 1,600
Weighted-average period over which cost not yet recognized				1 year 5 months 8 days
Vested				5,437,945
Common stock, capital shares reserved for future issuance	40,370,398			40,370,398
Restricted Stock Units RSU
Stock-based compensation expense	$ 14,500	$ 0		$ 35,800	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value				26,900	0
Amount of cost not yet recognized for nonvested award	$ 65,800			$ 65,800
Weighted-average period over which cost not yet recognized				2 years 7 months 24 days
Common stock, capital shares reserved for future issuance	14,797,277			14,797,277
Restricted Stock Awards
Stock-based compensation expense	$ 600		$ 0	$ 600	$ 0
Vested				120,000
2022 Equity Incentive Plan
Percentage of the common stock of all classes outstanding on preceding year				5.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	18,332,215			18,332,215
Common stock, capital shares reserved for future issuance	6,344,596			6,344,596

Net Loss Per Share - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Weighted-average Common Stock outstanding, Basic

$ (18,755)

$ (9,756)

$ (48,649)

$ (27,617)

^[1]

118,571,295

22,554,422

95,690,821

22,129,715

Weighted-average Common Stock outstanding, Diluted

^[1]

118,571,295

22,554,422

95,690,821

22,129,715

Basic

$ (0.16)

$ (0.43)

$ (0.51)

$ (1.25)

Diluted

$ (0.16)

$ (0.43)

$ (0.51)

$ (1.25)

Common Stock

Weighted-average Common Stock outstanding, Basic

118,571,295

22,554,422

95,690,821

22,129,715

Weighted-average Common Stock outstanding, Diluted

118,571,295

22,554,422

95,690,821

22,129,715

Basic

$ (0.16)

$ (0.43)

$ (0.51)

$ (1.25)

Diluted

$ (0.16)

$ (0.43)

$ (0.51)

$ (1.25)

[1]	Weighted-average shares have been retroactively restated to give effect to the Business Combination.

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

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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.

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Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - Common Class A [Member] - shares

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

37,548,469

91,848,248

Convertible Series C-1 Preferred Stock

Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount

^[1]

23,218,320

Convertible Series C Preferred Stock

Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount

^[1]

54,478,033

Warrants

Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount

^[1],[2]

14,444,127

2,152,279

Employee Stock Option Member

Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount

^[1]

8,307,065

11,999,616

Restricted Stock Units RSU

Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount

^[1]

14,797,277

[1]	The number of outstanding shares as of September 30, 2021 have been retrospectively adjusted to reflect the Exchange Ratio.
[2]	The number of outstanding shares as of September 30, 2022 and September 30, 2021 does not include 1,340,310 and 1,608,359 shares, respectively, of Unvested Customer Warrants.

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Parenthetical) (Detail) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Unvested Customer Warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	1,340,310	1,608,359

Net Loss Per Share - Additional Information (Detail) - $ / shares

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Weighted average number of shares Contingently Issuable shares under earnout arrangement

3,059,273

Weighted-average common shares outstanding - Basic

^[1]

118,571,295

22,554,422

95,690,821

22,129,715

Weighted-average common shares outstanding - Diluted

^[1]

118,571,295

22,554,422

95,690,821

22,129,715

Warrant [Member]

Exercise price common stock of warrants or rights outstanding

$ 0.01

Weighted-average common shares outstanding - Basic

2,076,116

5,127,836

2,905,130

5,206,096

Weighted-average common shares outstanding - Diluted

2,076,116

5,127,836

2,905,130

5,206,096

[1]	Weighted-average shares have been retroactively restated to give effect to the Business Combination.

Segments - Summary of Revenue by Geography (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 2,804	$ 2,919	$ 7,042	$ 6,818
Revenue from Rights Concentration Risk [Member] \| Revenue Benchmark [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration Risk, Percentage	100.00%	100.00%	100.00%	100.00%
US
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 2,228	$ 2,502	$ 5,772	$ 5,148
US \| Revenue from Rights Concentration Risk [Member] \| Revenue Benchmark [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration Risk, Percentage	79.50%	85.70%	82.00%	75.50%
GB
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 576	$ 417	$ 1,270	$ 1,670
GB \| Revenue from Rights Concentration Risk [Member] \| Revenue Benchmark [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration Risk, Percentage	20.50%	14.30%	18.00%	24.50%

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).

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