UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 2.02. | Results of Operations and Financial Condition. |
On March 27, 2023, Rigetti Computing, Inc. (the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”) and is hereby incorporated by reference.
The information included in Item 2.02 of this Current Report (including Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (“Securities Act”), except as expressly set forth by specific reference in such filing.
| Item 7.01. | Regulation FD Disclosure. |
The Company has made available on its website at investors.rigetti.com/news-events/events a slide presentation, which may be used in presentations to investors and others from time to time. A copy of the slide presentation is furnished as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
The Company’s website and the information contained on, or that can be accessed through, the Company’s website will not be deemed to be incorporated by reference in, and are not considered part of, this Current Report.
The information in Item 7.01 of this Current Report, including Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Rigetti Computing, Inc. dated March 27, 2023 | |
| 99.2 | Investor Presentation - March 2023 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 27, 2023
| RIGETTI COMPUTING, INC. | ||
| By: | /s/ Jeffrey Bertelsen | |
| Jeffrey Bertelsen | ||
| Chief Financial Officer | ||
Exhibit 99.1
Rigetti Computing Reports Fourth-Quarter and Full-Year 2022 Results
Strategic Focus on Achieving 99% 2-Qubit Median Fidelity on 84 Qubit Chip
BERKELEY, Calif., March 27, 2023 — Rigetti Computing, Inc. (Nasdaq: RGTI) (“Rigetti” or the “Company”), a pioneer in full-stack quantum-classical computing, today announced its financial results for the fourth quarter and year ended December 31, 2022.
Fourth Quarter of 2022
| • | Total revenues for the three months ended December 31, 2022 were $6.1 million, compared to $1.8 million in the same period of 2021. |
| • | Total operating expenses for the three months ended December 31, 2022 were $32.0 million, compared to $12.2 million in the same period of 2021. |
| • | Operating loss for the three months ended December 31, 2022 was $26.7 million, compared to $11.1 million in the same period of 2021. |
| • | Net loss for the three months ended December 31, 2022 was $22.9 million or $0.19 per share, compared to $14.1 million or $0.61 per share in the same period of 2021. |
| • | As of December 31, 2022, cash, cash equivalents and available-for-sale securities totaled $142.8 million. |
Year-End 2022 Results
| • | For the 12 months ending December 31, 2022, total revenues were $13.1 million, and net loss was $71.5 million or $0.70 per share. |
| • | For the 11 months ending December 31, 2021, total revenues were $8.2 million, and net loss was $38.2 million or $1.64 per share.1 |
| • | Total capital expenditures for 2022 were $22.7 million. |
Executive Leadership Developments
| • | Subodh Kulkarni, President and CEO, appointed December 2022 |
| • | Jeff Bertelsen, Chief Financial Officer, appointed February 2023 |
| • | David Rivas, Chief Technology Officer, promoted February 2023 |
| 1 | In October 2021, the Company changed its fiscal year-end from January 31 to December 31, effective December 31, 2021. |
“We have strengthened our executive and operational management team and have implemented steps designed to improve our focus and operating efficiency,” said Dr. Subodh Kulkarni, Rigetti Chief Executive Officer. “This included reducing our workforce in order to focus the organization and our resources on nearer-term strategic priorities and preserve available cash resources.
“Our next generation 84 qubit chip known as the Ankaa-1, with its new architecture of square lattice and tunable couplers, was internally deployed for testing this month. This chip is a leap forward in architectural design and is already showing superior performance compared with our prior generation 80 qubit Aspen M3 system based on our internal analysis. We are using the Ankaa-1 internally within Rigetti and initial performance is demonstrating improved median 2-qubit fidelity and faster gate speeds compared with the Aspen M3. We currently anticipate launching availability of Ankaa-1 to select customers in mid-2023 as we continue to work to improve Ankaa-1 performance with the goal of reaching median 2-qubit fidelity of 98% to support the anticipated Ankaa-2 84-qubit system. Ankaa-2 84-qubit system, with anticipated improved design and further improvement in performance is expected to be deployed and made available for external customers in the fourth quarter of 2023, following which we plan to continue work on the Ankaa-2 to reach 2-qubit fidelity of 99%.
“In the event we reach 2-qubit fidelity of 99%, which we expect to reach in 2024, we plan to move to tiling 4 Ankaa chips to develop the anticipated 336 qubit Lyra system. We expect that if this milestone is achieved, it will enable vastly greater scale and serve as a key and exciting step to bring Rigetti closer to quantum advantage,” said Kulkarni.
Outlook
“At our current stage of development, we believe that executing toward our roadmap and achieving our technology milestones are key to fueling our goal of achieving quantum advantage. We believe Rigetti has enormous potential and could be able to contribute tremendous value as quantum computing potentially becomes mainstream by 2030. We remain focused on meeting our objectives,” said Dr. Kulkarni.
Based on its current operating plan, Rigetti expects to have cash, cash equivalents, and available-for-sale securities of between $65-$75 million at the end of 2023. At this time, based on its current operating plan, Rigetti anticipates that it will need to raise additional funding by late 2024 or early 2025 to continue its research and development efforts and achieve its business objectives.
Conference Call and Webcast
Rigetti will host a conference call later today at 5:00 p.m. ET, or 2:00 p.m. PT, to discuss its fourth quarter and year end 2022 financial results.
You can listen to a live audio webcast of the conference call at https://edge.media-server.com/mmc/p/253j86pe or the “Events & Presentations” section of the Company’s Investor Relations website at https://investors.rigetti.com/. A replay of the conference call will be available at the same locations following the conclusion of the call for one year.
To participate in the live call, you must register using the following link: https://register.vevent.com/register/BIad8e205fd89b44f08963dfd7de0ac595. Once registered, you will receive dial-in numbers and a unique PIN number. When you dial in, you will input your PIN and be routed into the call. If you register and forget your PIN, or lose the registration confirmation email, simply re-register to receive a new PIN.
About Rigetti
Rigetti is a pioneer in full-stack quantum computing. The Company has operated quantum computers over the cloud since 2017 and serves global enterprise, government, and research clients through its Rigetti Quantum Cloud Services platform. The Company’s proprietary quantum-classical infrastructure provides high performance integration with public and private clouds for practical quantum computing. Rigetti has developed the industry’s first multi-chip quantum processor for scalable quantum computing systems. The Company designs and manufactures its chips in-house at Fab-1, the industry’s first dedicated and integrated quantum device manufacturing facility. Learn more at www.rigetti.com.
Cautionary Language Concerning Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the federal securities laws relating to the updated business plan, including with respect to its objectives and its technology roadmap, including its ability to achieve milestones including developing the Ankaa 84-qubit system to enable better performance than the Company’s current 80-qubit Aspen-M system and achieve target gate fidelities, including at least median 2-qubit fidelity of 98% on Ankaa-1 and at least 99% median 2-qubit gate fidelity on the anticipated Ankaa-2 on the anticipated timing or at all; the Company’s expectations with respect to the timing of next generation systems; the Company’s ability to scale to develop the Lyra 336-qubit system and develop practical applications on the anticipated timing or at all; the Company’s expectations with respect to the anticipated stages of quantum technology maturation, including its ability to develop a quantum computer that is able to solve a practical, operationally relevant problem significantly better, faster, or cheaper than a current classical solution and achieve narrow quantum advantage on the anticipated timing or at all; the Company’s
expectations with respect to the reduction in force, including anticipated benefits including anticipated reduction of operating expenses, anticipated preservation of available cash resources and anticipated expenses and charges associated with the reduction in force, as well as the expectation that the reduction in force will put the Company in a better position to deliver on the promise of quantum computing; expectations regarding cash, cash equivalents and available-for-sale securities at December 31, 2023 and the time by which the Company expects it will need to raise additional funding, including expectations with respect to capital expenditures; expectations with respect to management transitions; expectations with respect to the potential of the Company, including the potential for the Company to contribute tremendous value; and the potential of quantum computing to become mainstream and the timing thereof. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the Company’s ability to achieve milestones, technological advancements, including with respect to its technology roadmap, help unlock quantum computing, and develop practical applications; the ability of the Company to obtain government contractors successfully and in a timely manner; the potential of quantum computing; the ability of the Company to obtain government contracts and the availability of government funding; the ability of the Company to expand its QCaaS business; the success of the Company’s partnerships and collaborations; the Company’s ability to accelerate its development of multiple generations of quantum processors; the outcome of any legal proceedings that may be instituted against the Company or others; the ability to meet stock exchange listing standards; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and attract and retain management and key employees; costs related to operating as a public company; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, or competitive factors; the Company’s estimates of expenses and profitability; the evolution of the markets in which the Company competes; the ability of the Company to execute on its technology roadmap; the ability of the Company to implement its strategic initiatives, expansion plans and continue to innovate its existing services; the impact of the COVID-19 pandemic on the Company’s business; the expected use of proceeds from the Company’s past and future financings or other capital; the sufficiency of the Company’s cash resources; unfavorable conditions in the Company’s industry, the global economy or global supply chain, including financial and credit market fluctuations and uncertainty, rising inflation and interest rates, disruptions in banking systems, increased costs, international trade relations, political turmoil, natural catastrophes, warfare (such as the ongoing military conflict between Russia and Ukraine and related sanctions against Russia), and terrorist attacks; and other risks and uncertainties set forth in the section entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2022, the Company’s future filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2022 and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations.
Contacts
Rigetti Computing Investor Contact:
IR@Rigetti.com
Rigetti Computing Media Contact:
press@rigetti.com
RIGETTI COMPUTING, INC.
CONSOLIDATED BALANCE SHEETS
| (In thousands, except for share and per share amounts) | ||||||||
| Unaudited | ||||||||
| December 31, 2022 |
December 31, 2021 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 57,888 | $ | 11,729 | ||||
| Available-for-sale investments |
84,923 | — | ||||||
| Accounts receivable |
6,235 | 1,543 | ||||||
| Prepaid expenses and other current assets |
2,450 | 1,351 | ||||||
| Forward contract - assets |
2,229 | — | ||||||
| Deferred offering costs |
742 | 3,449 | ||||||
|
|
|
|
|
|||||
| Total current assets |
154,467 | 18,072 | ||||||
| Property and equipment, net |
39,530 | 22,497 | ||||||
| Operating lease right-of-use assets, net |
9,316 | — | ||||||
| Restricted cash |
— | 317 | ||||||
| Other assets |
129 | 165 | ||||||
| Goodwill |
— | 5,377 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 203,442 | $ | 46,428 | ||||
|
|
|
|
|
|||||
| Liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 1,938 | $ | 1,971 | ||||
| Accrued expenses and other current liabilities |
8,205 | 3,806 | ||||||
| Deferred revenue |
961 | 985 | ||||||
| Debt - current portion |
8,303 | 575 | ||||||
| Operating lease liabilities - current |
2,345 | — | ||||||
| Forward contract - liabilities |
— | 230 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
21,752 | 7,567 | ||||||
| Debt - net of current portion |
20,635 | 24,216 | ||||||
| Operating lease liabilities - noncurrent |
7,858 | — | ||||||
| Derivative warrant liabilities |
1,767 | 4,355 | ||||||
| Earn-out liabilities |
1,206 | — | ||||||
| Other liabilities |
— | 295 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
53,218 | 36,433 | ||||||
| Redeemable convertible preferred stock*, par value $0.0001 per share; 0 shares and 80,974,757 shares authorized at December 31, 2022 and December 31, 2021, respectively; 0 shares and 77,696,679 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively |
— | 81,523 | ||||||
| Stockholders’ equity (deficit): |
||||||||
| Preferred Stock, par value $0.0001 per share; 10,000,000 shares and 0 shares authorized at December 31, 2022 and December 31, 2021, respectively; 0 shares and 0 shares issued and outstanding at December 31, 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 December 31, 2022 and December 31, 2021, respectively; 125,257,233 shares and 18,221,069 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively |
12 | 2 | ||||||
| Additional paid-in capital |
429,025 | 135,549 | ||||||
| Accumulated other comprehensive gain (loss) |
(161 | ) | 52 | |||||
| Accumulated deficit |
(278,652 | ) | (207,131 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ equity (deficit) |
150,224 | (71,528 | ) | |||||
|
|
|
|
|
|||||
| Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) |
203,442 | 46,428 | ||||||
|
|
|
|
|
|||||
| * | 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. |
RIGETTI COMPUTING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| (In thousands, except for share and per share amounts) | ||||||||||||||||
| Unaudited | ||||||||||||||||
| Three Months Ended December 31, |
Year Ended December 31, |
11 Months Ended December 31, |
||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue |
$ | 6,060 | $ | 1,815 | $ | 13,102 | $ | 8,196 | ||||||||
| Cost of revenue |
810 | 687 | 2,873 | 1,623 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total gross profit |
5,250 | 1,128 | 10,229 | 6,573 | ||||||||||||
| Operating expenses: |
||||||||||||||||
| Research and development |
15,912 | 6,883 | 59,952 | 26,928 | ||||||||||||
| Sales and marketing |
1,426 | 819 | 6,348 | 2,475 | ||||||||||||
| General and administrative |
9,261 | 4,486 | 47,632 | 11,299 | ||||||||||||
| Goodwill impairment |
5,377 | — | 5,377 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
31,976 | 12,188 | 119,309 | 40,702 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Loss from operations |
(26,726 | ) | (11,060 | ) | (109,080 | ) | (34,129 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other income (expense), net: |
||||||||||||||||
| Interest expense |
(1,475 | ) | (1,388 | ) | (5,286 | ) | (2,465 | ) | ||||||||
| Interest income |
1,261 | 2 | 2,433 | 10 | ||||||||||||
| Change in fair value of derivative warrant liabilities |
2,279 | (1,664 | ) | 22,132 | (1,664 | ) | ||||||||||
| Change in fair value of earn-out liability |
1,789 | — | 19,207 | — | ||||||||||||
| Transaction costs |
— | — | (927 | ) | — | |||||||||||
| Other income |
— | — | — | 7 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other income (expense), net |
3,854 | (3,050 | ) | 37,559 | (4,112 | ) | ||||||||||
| Net loss before provision for income taxes |
(22,872 | ) | (14,110 | ) | (71,521 | ) | (38,241 | ) | ||||||||
| Provision for income taxes |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss |
$ | (22,872 | ) | $ | (14,110 | ) | $ | (71,521 | ) | $ | (38,241 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss per share attribute to common stockholders - basic and diluted |
$ | (0.19 | ) | $ | (0.61 | ) | $ | (0.70 | ) | $ | (1.64 | ) | ||||
| Weighted average shares used in computing net loss per share attributable to common stockholders - basic and diluted* |
121,888,962 | 22,946,735 | 102,300,852 | 23,337,127 | ||||||||||||
| * | Weighted-average shares have been retroactively restated to give effect to the Business Combination. |
RIGETTI COMPUTING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2022 and 2021
(In thousands)
| Unaudited | ||||||||
| Year Ended | 11 Months Ended | |||||||
| December 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities |
||||||||
| Net loss |
$ | (71,521 | ) | $ | (38,241 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
7,017 | 4,651 | ||||||
| Stock-based compensation |
44,812 | 1,765 | ||||||
| Change in fair value of earnout liability |
(19,207 | ) | — | |||||
| Change in fair value of derivative warrant liabilities |
(22,132 | ) | 1,664 | |||||
| Change in fair value of forward contract |
(5,764 | ) | 230 | |||||
| Accretion of available-for-sale securities |
(949 | ) | — | |||||
| Amortization of debt issuance costs |
917 | 513 | ||||||
| Amortization of debt commitment fee asset |
266 | 94 | ||||||
| Accretion of debt end of term liabilities |
285 | 122 | ||||||
| Non-cash lease expense |
537 | — | ||||||
| Goodwill impairment |
5,377 | — | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(4,692 | ) | (1,063 | ) | ||||
| Prepaid expenses and other current assets |
(1,099 | ) | (315 | ) | ||||
| Other assets |
34 | (35 | ) | |||||
| Deferred revenue |
(24 | ) | 493 | |||||
| Accounts payable |
(707 | ) | (389 | ) | ||||
| Accrued expenses and other current liabilities |
4,456 | 1,554 | ||||||
| Other liabilities |
(295 | ) | (87 | ) | ||||
|
|
|
|
|
|||||
| Net cash used in operating activities |
(62,689 | ) | (29,044 | ) | ||||
|
|
|
|
|
|||||
| Cash flows from investing activities |
||||||||
| Purchases of property and equipment |
(22,737 | ) | (7,008 | ) | ||||
| Purchases of available-for-sale securities |
(84,287 | ) | — | |||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(107,024 | ) | (7,008 | ) | ||||
|
|
|
|
|
|||||
| Cash flows from financing activities |
||||||||
| Proceeds from Business Combination, net of transaction costs paid |
225,604 | — | ||||||
| Transaction costs paid directly by Rigetti |
(18,842 | ) | — | |||||
| Proceeds from issuance of notes payable |
5,000 | 27,000 | ||||||
| Payments on principal of notes payable |
(1,291 | ) | — | |||||
| Payments on debt issuance costs |
(85 | ) | (247 | ) | ||||
| Payment on loan and security agreement exit fees |
(1,000 | ) | — | |||||
| Payments on deferred offering costs |
— | (1,548 | ) | |||||
| Proceeds from issuance of common stock upon exercise of stock options and warrants |
6,068 | 378 | ||||||
|
|
|
|
|
|||||
| Net cash provided by financing activities |
215,454 | 25,583 | ||||||
|
|
|
|
|
|||||
| Effect of changes in exchange rate on cash and restricted cash |
101 | (5 | ) | |||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash |
45,842 | (10,474 | ) | |||||
| Cash, cash equivalents, and restricted cash at beginning of period |
12,046 | 22,520 | ||||||
|
|
|
|
|
|||||
| Cash, cash equivalents, and restricted cash at end of period |
$ | 57,888 | $ | 12,046 | ||||
|
|
|
|
|
|||||
| Supplemental disclosure of cash flow information: |
||||||||
| Cash paid for interest |
$ | 3,819 | $ | 1,489 | ||||
| Supplemental disclosure of non-cash financing activity: |
||||||||
| Fair value of earn-out liability |
$ | 20,413 | $ | — | ||||
| Deferred offering costs in accounts payable and accrued expenses |
$ | — | $ | 1,900 | ||||
| Fair value of loan and security agreement warrant liability |
$ | — | $ | 2,691 | ||||
| Fair value of private placement and public warrants liability |
$ | 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 |
$ | 1,520 | $ | — | ||||
| Purchases of property and equipment recorded in accounts payable |
$ | 673 | $ | — | ||||
| Purchases of property and equipment recorded in accrued expense |
$ | 639 | $ | — | ||||
| Unrealized loss short term investments |
$ | 314 | $ | — | ||||
| Right-of-use assets recorded on adoption of ASU 2016-02 |
$ | 6,270 | $ | — | ||||
| Operating lease liabilities recorded on adoption of ASU 2016-02 |
$ | 6,620 | $ | — | ||||
| Lease liabilities arising from obtaining right-of-use assets |
$ | 4,892 | $ | — | ||||
Exhibit 99.2 Investor Presentation March 2023
Cautionary Notes Forward Looking Statements: Certain statements in this presentation and may be considered forward-looking statements, including statements with respect to theCompany’s outlook and expectations, including expectations for the planned development and release of theCompany’s anticipated 84-qubit single chip quantum processors and anticipated 336-qubit next generation multi-chip machine and the timing thereof, including thesesystems’ potential performance; theCompany’s ability to achieve 98% and greater fidelity on 84-qubit systems; expectations relating to theCompany’s potential path to achieve nQA and expectations that quantum computers have the potential to provide significant performance and price advantage over classical computation for select applications; expectations relating to theCompany’s technology roadmap, the timing thereof and its ability to unlock quantum advantage and drive value creation and ability to apply to potentially commercially valuable problems; expectations and benefits with respect to the potential, opportunities, applications and impacts of quantum computing; expectations with respect to theCompany’s partnerships; expectations with respect to leveraging fourth generation circuit architecture and introducing higher connectivity and tunable coupling, designed to ultimately deliver fidelities exceeding 99%; the capabilities of theCompany’s fab-1 facility, including its ability to accelerate research and development and innovation cycles, mitigate supply chain risk, provide efficiencies, generate intellectual property, and provide competitive advantage; expectations with respect to theCompany’s goal of delivering performance at scale with the mission of being the industry standard and the ability of its strategic investments in quantum hardware, software, and partnerships to enable progress toward quantum advantage; expectations with respect to building theworld’s most powerful computers to help solvehumanity’s most important and pressing problems; expectations with respect to quantum markets and opportunities; expectations with respect to the competitive landscape and barriers to entry; statements with respect to the potential of quantum computing to transform many different industries for the better; expectations with respect to theCompany’s strategy to reach quantum advantage and become theindustry’s standard; expectations with respect to the anticipated stages of quantum technology maturation, including anticipated inflection points; expectations with respect to quantum computing industry trends and standards; theCompany’s ability to be at the forefront of superconducting computing; theCompany’s ability to build the world's most powerful computers; expectations regarding the potential power of quantum computers; expectations with respect to theCompany’s supply chain; expectations relating to growth of the business, including with respect to future potential activities and expansion of QCaaS and growing revenue through high value partnerships; expectations relating to theCompany’s ability to achieve 100+q at 99%+ fidelity and demonstrate nQA in 2-3 years; expectations with respect to demonstrating reference applications, error mitigation, error correction, advantage-capable subroutines, and quantum advantage subroutines, including the timing thereof; and statements with respect to theCompany’s potential to deliver anticipated high-margin, recurring revenue growth and operating profit and be well-positioned to capture a significant share of the quantum computing opportunities. Forward-looking statements generally relate to future events and can be identified by terminology such as“proforma,”“may,”“should,”“could,”“might,”“plan,”“possible,”“project,”“strive,”“budget,”“target,”“forecast,”“expect,”“intend,”“will,” “estimate,”“believe,”“predict,”“potential,”“pursue,”“aim,”“goal,”“mission,”“outlook,”“anticipate” or“continue,” or the negatives of these terms or variations of them or similar terminology. Copyright Rigetti Computing 2023 2
Cautionary Notes Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the Company’s ability to achieve milestones, technological advancements, including with respect to its technology roadmap, help unlock quantum computing, and develop practical applications; the ability of the Company to complete ongoing negotiations with government contractors successfully and in a timely manner; the potential of quantum computing; the ability of the Company to obtain government contracts and the availability of government funding; the ability of the Company to expand its QCaaS business; the success of the Company’s partnerships and collaborations; the Company’s ability to accelerate its development of multiple generations of quantum processors; the outcome of any legal proceedings that may be instituted against the Company or others; the ability to meet stock exchange listing standards; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and attract and retain management and key employees; costs related to operating as a public company; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, or competitive factors; the Company’s estimates of expenses and profitability; the evolution of the markets in which the Company competes; the ability of the Company to execute on its technology roadmap; the ability of the Company to implement its strategic initiatives, expansion plans and continue to innovate its existing services; the impact of the COVID-19 pandemic on the Company’s business; the expected use of proceeds from the Company’s past and future financings or other capital; the sufficiency of the Company’s cash resources; unfavorable conditions in the Company’s industry, the global economy or global supply chain, including financial and credit market fluctuations and uncertainty, rising inflation and interest rates, increased costs, international trade relations, political turmoil, natural catastrophes, warfare (such as the ongoing military conflict between Russia and Ukraine and related sanctions against Russia), and terrorist attacks; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Form 10-Q for the three months ended September 30, 2022, and future filings with the SEC including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward- looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations. Use of Data - Industry and market data used in this presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. The Company has not independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. References in this presentation to our “partners” or “partnerships” with technology companies, governmental entities, universities or others do not denote that our relationship with any such party is in a legal partnership form, but rather is a generic reference to our contractual relationship with such party. Trademarks - This presentation contains trademarks, service marks, trade names and copyrights of other companies, which are property of their respective owners. Copyright Rigetti Computing 2023 3
Why Quantum Computing? We believe quantum computing holds the potential to … unlock exponential computing power at scale, magnitudes beyond today’s classical systems decouple computing power from energy consumption create opportunities for profound new knowledge and accomplishments for humanity drive a paradigm shift for governments, tech leaders, and research organizations Copyright Rigetti Computing 2023 4
Rigetti’s Mission: Build the world’s most powerful computers to help solve humanity’s most important and pressing problems 5
Rigetti’s Strategy: To be at the forefront of Superconducting Quantum Computing 6
Competitive Moat Nearly 10 years in the Making We believe Rigetti’s early bets have led to its position as an industry leader 165 issued and pending patents (69 issued, 96 pending) Established Rigetti deploys 32-qubit system Commercial availability of Rigetti & Co, Inc. compute facility quantum computer launched on Amazon Aspen-M 80-qubit system, founded as the first in Berkeley, CA over the cloud Web Services the largest quantum full-stack, universal computer on AWS pure-play quantum computing company Rigetti’s Fab-1 commissioned as first dedicated quantum First scalable quantum First hybrid cloud Patented hybrid chip fabrication chip demonstrated based platform with quantum-classical facility unlocking on Rigetti proprietary QCS launch co-processor architecture vertical integration modular architecture 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Copyright Rigetti Computing 2023 7
Laser-focused on Achieving Quantum Advantage We believe Rigetti has developed the right strategy to reach advantage and ultimately be the standard in quantum. 8
1 Stages of Quantum Technology Maturation The Quantum Advantage Era Broad Quantum Advantage Solve currently intractable problems Narrow Quantum Advantage Solve practical problems in production workloads with improved accuracy, speed, or cost Emerging Quantum Advantage Explore use cases Build and benchmark prototype applications 1 Based on Rigetti’s definitions and expectations of Emerging Quantum Advantage, Narrow Quantum Advantage and Broad Quantum Advantage, These definitions and expectations may diverge from those used by others in the industry. Copyright Rigetti Computing 2023 9
Large untapped opportunity for quantum computers that meet requirements for practical workloads Requirements for practical workloads Next gen Scale: 100s to 1000s of qubits Error Rates: < 0.5% Next gen Clock Speed: >1 MHz Fully Programmable & Universal (run general quantum algorithms) Manufacturable Co-processor (can be used alongside traditional computers) Delivered over the cloud 1 Langione et al., Where Will Quantum computers Create Value - and When? Boston Consulting Group, May 2019. 2 Hazan et al., The Next Tech Revolution: Quantum Computing. McKinsey & Company, March 2020. 3 Gartner Says Four Trends Are Shaping the Future of Public Cloud, Press Release, Gartner, Inc., August 2, 2021. 4 High-Performance computing (HPC) Market By Component (Solutions, Services), By Deployment (Cloud-based, On-premises), By Application (Healthcare, gaming, Retail, BFSI, Government, Manufacturing, Education, Transportation, Others) and By Region, Forecast to 2028. Emergen Research, April 2021. Copyright Rigetti Computing 2023 10
Quantum Advantage: Our Central Focus Quantum Focus: Quantum Machine Learning Advantage GTM Strategic Government & finance partners Business Model TM QCS Direct, Public clouds, & DoE Cloud Delivery System Architecture An industry leader in speed, based 1 Hybrid on CLOPS Processor Architecture Unlocks performance at scale Multi-chip Strategy Fab-1 facility Pure-play & full-stack Modality Scalable, engineerable approach Superconducting 1 Circuit layer operations per second, or CLOPS, characterizes quantum processing speeds inclusive of gate speeds, reprogrammability, and co-processing capabilities, among other factors. CLOPS was initially developed by IBM in October 2021. CLOPS is calculated as M × K × S × D / time taken where: M = number of templates = 100; K = number of parameter updates = 10; S = number of shots = 100; and D = number of QV layers = log2 QV. To Rigetti’s knowledge, CLOPS as a speed test has not been investigated or verified by any independent third party. In addition, while Rigetti applied the above formula in testing the speed of Aspen-M-2 and Aspen-11, there is no guarantee that Rigetti applied the test in the same way as IBM and, as a result, any variability in the application of the test as between Rigetti, IBM or others in the industry that may apply CLOPS in the future could render CLOPS scores incomparable and actual relative performance may materially differ from reported results. Other than IBM, others in the industry have not announced CLOPS as a speed test. As a result, the speed of other competitors as measured by CLOPS is not currently known. In addition, the solution accuracy provided by quantum computers is another key factor, and a quantum computer that may be slower may be preferable to users if it provides a more accurate answer for certain applications. Moreover, the relative leads reflected by speed tests Copyright Rigetti Computing 2023 such as CLOPS can change as new generations of quantum computers are introduced by industry participants and, consequently, any advantages cannot 11be considered permanent and can be expected to change from time to time. Current CLOPS tests may not be indicative of the results of future tests.
1 Technology Roadmap Focused on Performance Gen 4: Anticipated Gen 4: Single Die Gen 3: Single Die Gen 3: Multi Die Single Die Aspen-X Aspen-M-X Ankaa-1 Ankaa-2 40Q 80Q 84Q 84Q Octagon Octagon Square Square Topology 2 98+% 96% 97% 98% 2Q Fidelity Interchip Coupling Expected Faster Gates and Expected Higher 3D signals Tech Themes Higher Connectivity Performance Deployed internally March 2023. Deployment 2021 2022 Anticipated Anticipated External Launch to 2023 Q4 select customers mid-2023 1 Prepared on the basis of certain technical, market, competitive and other assumptions which may not be accurate. As a result, these anticipated technology roadmap development milestones, including the expected development, performance and timing thereof, are subject to a high degree of uncertainty and may not be achieved within the timeframes described or at all. In the event Ankaa-2 reaches 99% fidelity, we anticipate focusing on scaling to develop Lyra 2 We are making refinements following our internal deployment for testing in March 2023 of Ankaa-1 and are continuing efforts to (336q) by tiling 4 x Ankaa-2 improve the performance of the system with the goal of reaching at least 98% 2-qubit gate fidelity to support the anticipated Ankaa-2 84- qubit system. Copyright Rigetti Computing 2023 12
Partnerships Help Accelerate our Path Applications Rigetti Access & QCS™ Production Direct Quantum Cloud TM Services (QCS ) Quantum Processing Units Chip Fabrication (Fab-1) Copyright Rigetti Computing 2023 13
The Chip is the Heart of the Quantum Computer Copyright Rigetti Computing 2023 14
Fab-1 Fremont, CA 15
Quantum Data Center and Test Facility Berkeley & Fremont, CA Copyright Rigetti Computing 2022 16
Fab Test Rigetti Perspective: FAB1 Accelerates R&D and Provides Competitive Advantage QPU Device Addresses Supply Accelerates IP Platform for Innovation Cycles Chain Risk Generation Capital Efficiency R&D Partnerships Helps mitigate unfavorable Rapid design, build, test Essential for scaling large 32 patents issued and FAB1 is an asset, facilitating flywheel expected to drive macro- economic systems to potentially pending (19 issued, 13 external partnerships through rapid innovation & advantages conditions. achieve Advantage and pending) covering our foundry services and product over time beyond processor chip design, offerings fabrication and assembly, including 1 Cycle Time multi-chip processors 0 5 10 15 20 25 30 35 40 45 5–15 We believe FAB1 serves as a barrier to entry, putting Rigetti in an 17–30+ Typical MEMS enviable position on the experience and capability curve. 22–40+ Typical Semiconductor Processing Lead Time (weeks) [1] Cycle time chart based on internal estimates of development cycle time for chip design and manufacture. Copyright Rigetti Computing 2023 17 Design
1 Driving QPU Development: Targeted Performance at Scale 2 Anticipated Lyra (336q) 99.5% Ankaa-2 99% Anticipated Q4 2023 Multi-chip scaling Aspen-8 5/2020 98% Aspen-7 4th generation Aspen-11 12/2019 architecture 12/2021 Aspen-4 3/2019 Ankaa-1 Deployed internally March 2023. Anticipated mid-2023 release to select customers. Aspen-3 95% 2/2019 Aspen-M2 8/2022 Agave Aspen-9 Aspen-M1 2/2021 6/2017 2/2022 90% Aspen-1 Early R&D work 11/2018 Acorn 2016-2017 12/2017 80% 2 5 20 50 200 500 1 10 100 1000 Number of qubits 1 Prepared on the basis of certain technical, market, competitive and other assumptions which may not be accurate. As a result, these anticipated technology roadmap development milestones, including the expected development, performance and timing thereof, are subject to a high degree of uncertainty and may not be achieved within the timeframes described or at all. 2 In the event Ankaa-2 reaches 99% fidelity, we anticipate focusing on scaling to develop Lyra 336-qubit by tiling 4 x Ankaa-2 chips. Copyright Rigetti Computing 2023 1 Median 2Q fidelity
4th Gen Architecture: Designed for Quantum Advantage 1 Demonstrated 2Q gate fidelities as high as 99.5% on intermediate-scale prototypes Anticipated Fourth Generation Third Generation Ankaa-1 and Ankaa-2 Fixed couplers Tunable couplers We expect… … … … … Faster gates Denser lattice Higher fidelities Better connectivity Optimization for error correction 1 GlobalNewswire. February 17, 2022. Rigetti Computing Reports Fidelities as High as 99.5% on Next-Generation Chip Architecture Copyright Rigetti Computing 2023 19 … … …
Progress in Developing Ankaa 84Q Prototype 84Q chips being manufactured in Fab-1. Ankaa-1 deployed internally in March 2023. Testing, characterization and design optimization underway. Ankaa-1 is on track for anticipated Ankaa 84Q mid-2023 deployment to select unpackaged chip customers Copyright Rigetti Computing 2023 20
Proprietary scaling technology unlocked by 6+ years of fab-driven innovation Vertical Quantum Chiplet Inter-Module Rigetti’s Scalable + + = Signaling Technology Connectivity Architecture entanglement qubit qubit Chiplet 1 Chiplet 2 Carrier 2D 3D vs (Cross section) Signals routed Signals routed laterally vertically Modular assembly onto a carrier device enables: 3D signal delivery enables high Low-latency connections provide Large-scale processors built from density, modular processor I/O and high fidelity quantum identical tiles provide a directly • High fabrication yield, improved removes the need to redesign each entanglement between modules scalable architecture processor performance new generation to accommodate • Potential for heterogeneous signal line routing integration (specialized chips for processing, memory and networking) Copyright Rigetti Computing 2023 21
1 Application Driven Approach to Quantum Advantage (QA) Broad QA Apps Narrow QA Apps Advantage-Capable Size Subroutine: Reference Apps Fidelity Non-simulatable quantum Emerging QA subroutines that can be Error applied to valuable problems. correction These subroutines are Advantage- required for nQA and bQA capable subroutines Narrow QA (nQA): Error Solve a practical, operationally Mitigation relevant problem better, faster, Advanced or cheaper than current Prototype and classical solution Benchmarking Proof of Broad QA (bQA): Concept Solve a practical problem that is provably classically hard, ensuring the quantum application solution will last Time 1 Based on Rigetti’s definitions and expectations of Emerging Quantum Advantage, Narrow Quantum Advantage, Broad Quantum Advantage and Advantage-capable subroutines. 22 Copyright Rigetti Computing 2023 These definitions and expectations may diverge from those used by others in the industry.
Optimization Illustrates Rigetti’s Approach DARPA Program: Optimization with Noisy Intermediate Scale Quantum devices (ONISQ) ONISQ Phase 2 Targeted ONISQ Phase 1 Prototype Advanced Reference Prototype Application Rigetti QAOA Broad QA Apps internal Proof of Concept Narrow QA Apps Reference App 2019 2020 2021 2022 2023 Emerging QA Quantum Subroutine Advantage-Capable Quantum Advantage Quantum Approximate Optimization Algorithm (QAOA) Subroutine Subroutine Error Error Mitigation Correction Copyright Rigetti Computing 2023 23
Quantum Advantage Strategy Reference Advantage-capable 1 2 subroutines Applications Required for demonstrating Integrate technology Narrow and Broad Quantum into application for Advantage for valuable evaluating progress and use-cases engaging partners Error Mitigation 4 4 3 and Correction Benchmarking Build and integrate tools to Continuously evaluate mitigate noise and quantum vs. classical decoherence, on path to solution performance fault-tolerance Copyright Rigetti Computing 2023 24
Strategy to Build Reference Applications to Accelerate Progress Customers Full-scale ● Integrate all components necessary to use-case dataset achieve Quantum Advantage Hybrid Computation ● Broaden insights from prototype Quantum developments subroutine Classical Partners subroutines ● Continuously benchmarking progress ● Optimize beyond-classical capable subroutines Error mitigation and ● Inspire partners to build their own correction applications with Rigetti QCS Benchmarking Solution: use case targeted output Copyright Rigetti Computing 2023 25
Focused on Useful Advantage-Capable Subroutines Examples: Goals: QML Potentially Advantage-Capable Optimization Commercially Subroutines Valuable Problem Simulation 1,2 Sampling Low commercial Machine Learning³ value x Classically reproducible Beyond-Classical ¹Arute, Frank, et al. “Quantum supremacy using a programmable superconducting processor.” Nature, October 23, 2019. ²Madsen, Lars, et al. “Quantum computational advantage with a programmable photonic processor.” Nature, June 1, 2022 ³Huang, Hsin-Yuan, et al. “Quantum advantage in learning from experiments.” Science, June 9, 2022 Copyright Rigetti Computing 2023
What is Quantum-Classical Hybrid Computing? ● A classical program or Hybrid Quantum-Classical Computing System subroutine accelerated by a quantum subroutine Quantum Classical Computing System Computing System ● Performance is dependent (quantum subroutine) (classical program/subroutine) on the integration between the two systems High Performance Copyright Rigetti Computing 2023 27
QCS™ Delivering Hybrid Quantum Computing The Production Environment Hybrid Quantum Computing with QCS™ ● A distributed cloud hybrid Customer Cloud Hybrid Quantum-Classical computing system Computing System ● Customer resources located where the customer needs High ● High performance integration of Performance QPU with key classical resources ● Powered by QCS™ integrating QPUs and distributed classical resources Copyright Rigetti Computing 2023 28
Quantum Cloud Services (QCS™) Integrating Rigetti QPUs into the fabric of the cloud Public Rigetti Rigetti Cloud Quantum QCS™ Direct QCS™ Anywhere Services A complete, multi-regional, hybrid Supplying quantum processing QCS powering quantum services quantum cloud service directly from QCS™ to cloud native with Rigetti QPUs on Azure customers on their existing Quantum and AWS Braket production infrastructure over select cloud platforms. Berkeley Oxford USA UK Rigetti Quantum Data Centers Copyright Rigetti Computing 2023 29
Rigetti Rigetti Public Clouds QCS™ Anywhere QCS™ Direct The QCS™ Stack Tools to support high performance QPU integration and application development Application Software ● Integrated Developer Environment (IDE) ● Quantum Software Libraries Third Party Libraries IDE ● Client Software Development Kit (SDKs) Developer Tools ● Compiler Platforms & Libraries Utilities ● Simulators ● Command Line Interface Client SDKs ● QPU Systems Dashboard System Processes User & Systems ● Reservations ● Billing & Reporting Service APIs Management ● User Account Management System Services ● Translation Quantum System ● Admissions Control Kernel Management ● Program/Circuit Scheduling Control System QPUs Copyright Rigetti Computing 2023 30 User System Layer Processes
QCS™ One stack for all our customers & partners Rigetti Rigetti Public QCS™ Direct QCS™ Anywhere Clouds Rigetti QCS™ Direct AWS Braket Application Software Strangeworks Customer Development Braket Customer Development Third Party Libraries IDE Strangeworks Product Braket Product Platforms & Libraries Utilities Select Rigetti Tools Select Rigetti Tools Client SDKs Client SDKs Client SDKs Service APIs System Services Control Kernel Copyright Rigetti Computing 2023 31
Potential path to nQA: We expect quantum computers have the potential to provide significant performance/price advantage over classical computation for select applications - Targeting 100+q at 99+% fidelity QPU in hybrid computing environment, we believe we will be able to achieve 1 nQA demonstration in 2-3 years 1 Based upon certain technical, market, competitive and other assumptions which may not be accurate. As a result, these projections, including achieving targeted 100+q at 99+% fidelity QPU and nQA are subject to a high degree of uncertainty and may not be achieved within the timeframes described or at all. Based upon Rigetti’s definition and expectations of narrow quantum advantage, which may diverge from those used by others in the industry. Copyright Rigetti Computing 2023 32
Rigetti is focused on driving what we believe are high-value use cases through a differentiated full-stack, hybrid approach to advance towards Quantum Advantage. We believe our QCaaS business model has the potential to deliver anticipated high-margin, recurring revenue growth and operating profit. We expect Rigetti to be well-positioned to capture a significant share of the quantum computing opportunities. Copyright Rigetti Computing 2023 33
• Slide introduces the speaker • Add QA Slide for end of each speaker Thank you