0001193125-23-092226 | POS AM | XBRL Viewer

Segments

12 Months Ended

Dec. 31, 2022

19. SEGMENTS

The following table presents a summary of revenue by geography for the year ended December 31, 2022, and 11 months ended 2021:


	Year Ended December 31, 2022				11 Months Ended December 31, 2021
	Amount		%		Amount		%
United States	$	11,137		85.0%	$	5,826		71.1%
Europe		1,965		15.0%		2,370		28.9%

	$	13,102		100.0%	$	8,196		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.

- Definition

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

+ References

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

Investments - Additional Information (Detail) - USD ($)	12 Months Ended
Investments - Additional Information (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Debt Securities, Available-for-Sale [Line Items]
Investment securities	$ 121,269,000
Available For Sale Maturity Year	one year or less
Available-for-Sale Securities		$ 0
US Treasury Securities
Debt Securities, Available-for-Sale [Line Items]
Investment securities	$ 58,210,000
Corporate Bonds
Debt Securities, Available-for-Sale [Line Items]
Investment securities	3,571,000
Commercial Paper
Debt Securities, Available-for-Sale [Line Items]
Investment securities	23,142,000
Money Market Fund
Debt Securities, Available-for-Sale [Line Items]
Investment securities	$ 36,346,000

Warrants - Summary of Vesting Status of the Customer Warrant (Detail) - shares	Dec. 31, 2022	Dec. 31, 2021
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding	2,680,607	2,680,607
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	1,608,370

Forward Warrant Agreement

12 Months Ended

Dec. 31, 2022

Temporary Equity [Line Items]

Forward Warrant Agreement

14. FORWARD WARRANT AGREEMENT

In connection with the execution of the Merger Agreement in October 2021, 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. Upon the payment of such additional amounts, the warrant will vest and be exercisable with respect to the remaining 500,000 shares underlying the warrant. 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 remaining shares underlying the warrant. The Company filed a registration statement registering the resale of the initial 500,000 shares issued under the warrant during the year ended December 31, 2022.

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 December 31, 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 $

2.2 million derivative asset and a ($0.2 million) derivative liability at December 31, 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 December 31, 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 consolidated statements of operations.

The following table represents key valuation assumptions as of the year ended

December 31, 2022 and 11 months ended December 31, 2021:


Valuation Assumptions	December 31, 2022	December 31, 2021
Holding period (in years)	0.767	0.5-1.13
Risk free rate	4.69%	0.19%-0.43%
Probability of occurring the contingency	50%	50%-100%
Underlying value per share	$0.73	$10.29

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

18. INCOME TAXES

The following table presents domestic and foreign components of loss before income taxes for the year ended December 31, 2022 and 11 months ended December 31, 2021:


	Year Ended			11 Months ended
	December 31,			December 31,
	2022			2021

Domestic	$	(67,677)		$	(36,787)
Foreign		(3,844	)		(1,454	)

	$	(71,521)		$	(38,241)

The Company did not pay any income taxes for the year ended December 31, 2022 and 11 months ended December 31, 2021.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2022 and December 31, 2021, are as follows:


	December 31, 2022			December 31, 2021
Deferred t ax a ssets:
Net operating loss carryforwards	$	61,313		$	46,553
Accruals and reserves		160			147
Stock-based compensation		5,233			744
Research and development credits		11			11
Intangible assets		11,509			32
ROU l iability		2,507			—

Gross deferred assets		80,733			47,487
Deferred t ax l iabilities:
ROU a sset		(2,289	)		—
Depreciation and amortization		(2,063	)		(1,420	)

Total deferred tax liabilities		(4,352	)		(1,420	)

Total net deferred tax assets		76,381			46,067
Valuation allowance		(76,381	)		(46,067	)

Net deferred tax assets	$	—		$	—

The effective

tax rate differs from the statutory rate, primarily due to

the Company’s history of incurring losses which have not been benefited and other permanent differences.


	Year Ended December 31, 2022	11 Months Ended December 31, 2021
Component	Rate Impact	Rate Impact
Total pre-tax book income	21%	21%
State and local income taxes	11%	0%
Fair market value adjustments	14%	0%
Non-deductible executive compensation	(4)%	0%
Goodwill impairment	(2)%	0%
Transaction c osts	3%	0%
Other	0%	0%
Change in valuation allowance	(42)%	(21)%

Total:	0%	0%

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net U.S. federal and state deferred tax assets have been fully offset by a valuation allowance. The net change in the total valuation allowance was an increase of approximately $30.3

million and $8.0

million for the year ended December 31, 2022 and 11 months ended December 31, 2021, respectively.

As of December 31, 2022, the Company had net operating loss carryforwards for federal income tax purposes of $230.9 million, of which $189.4

million does not expire; federal research and development tax credits of $2.3 million, which will start to expire in

2035

; net operating loss carryforwards for state income tax purposes of $168.1

million, which will start to expire in 2033; and state research and development tax credits of $2.3 million, which do not expire.

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

The Company files U.S., various state income tax returns as well as foreign income tax returns within Australia, Canada and the United Kingdom with varying statutes of limitations. The tax years from inception in 2013 forward remain open to examination due to the carryover of unused net operating losses and tax credits.

The Company had unrecognized tax benefits of $4.7 million as of December 31, 2022 all of which is offset by a full valuation allowance. These unrecognized tax benefits, if recognized, would not affect the effective tax rate. There were no interest or penalties accrued as of December 31, 2022.

A reconciliation of the beginning and ending amounts of unrecognized income tax benefits during the year is as follows:


Beginning balance at January 1, 2022	$	4,672
Current year increase (decrease)		—
Prior year adjustment - increase (decrease)		—

Ending balance at December 31, 2022	$	4,672

- Definition

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

+ References

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+ Details

Common Stock

12 Months Ended

Dec. 31, 2022

Class of Stock [Line Items]

Common Stock

12. 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 recapitalization. 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 December 31, 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 December 31, 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		17,243,811
Stock-Based Awards - RSUs Outstanding		11,332,591
Stock-Based Awards - Options Outstanding		8,845,903

Total		37,422,305

Common Stock Purchase Agreement

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).

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).

The Company did not identify any feature that needs to be bifurcated and recorded as a derivative within the Purchase Agreement.

The Company recorded $0.7

million of additional paid-in capital with a corresponding entry to the deferred offering cost asset in the accompanying consolidated balance sheet as of December 31, 2022 with respect to the fair value of the

171,008

common stock commitment shares issued to B. Riley which will be offset against future proceeds from the sale of the Company’s common stock under the Purchase Agreement. The Company did not issue or sell any shares to B. Riley under the Purchase Agreement during the year ended December 31, 2022 other than the

171,008

shares issued as consideration for entering into the Purchase Agreement.

Revenue Recognition - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 8,196	$ 13,102
Revenue recognized at a point in time [Member]
Disaggregation of Revenue [Line Items]
Revenue	0	0
Revenue recognized over time [Member]
Disaggregation of Revenue [Line Items]
Revenue	8,196	13,102
Collaborative research and other professional services [Member]
Disaggregation of Revenue [Line Items]
Revenue	5,849	9,917
Access to quantum computing systems [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 2,347	$ 3,185

- Definition

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

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+ Details

Forward Warrant Agreement (Tables)

12 Months Ended

Dec. 31, 2022

Temporary Equity [Line Items]

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

The following table represents key valuation assumptions as of the year ended

December 31, 2022 and 11 months ended December 31, 2021:


Valuation Assumptions	December 31, 2022	December 31, 2021
Holding period (in years)	0.767	0.5-1.13
Risk free rate	4.69%	0.19%-0.43%
Probability of occurring the contingency	50%	50%-100%
Underlying value per share	$0.73	$10.29

Income Taxes - Summary of Domestic and Foreign Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Domestic	$ (36,787)	$ (67,677)
Foreign	(1,454)	(3,844)
Total	$ (38,241)	$ (71,521)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

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

Goodwill - Summary of Schedule of Goodwill (Detail) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Beginning balance, goodwill	$ 5,377	$ 5,377
Change	0
Impairment charge	0	(5,377)
Ending balance, goodwill	$ 5,377	$ 0

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 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.

Use of Estimates

— The preparation of the 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, the 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 consolidated financial statements; therefore, actual results could differ from those estimates.

Principals of Consolidation

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

Reclassifications

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

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, Australian dollar and Canadian Dollar), which are 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 and are de minimis for the year ended December 31, 2022 and 11 months ended December 31, 2021.

Comprehensive Loss

— Comprehensive loss consists of two components including net loss and other comprehensive loss. The Company’s other comprehensive loss consists of foreign currency translation adjustments that result from consolidation of its foreign subsidiaries and unrealized loss on

available-for-sale

securities.

Cash, Cash Equivalents and Restricted Cash

— As of December

31, 2022 and December 31, 2021, cash consists primarily of checking and savings deposits. As of December 31, 2022, cash equivalents consist primarily of money market funds. There were no cash equivalents as of 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 includes cash whose use is limited by contractual provisions. As of December 31, 2022, there was no restricted cash. 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, cash equivalents and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows:


	December 31, 2022		December 31, 2021
Cash	$	21,542	$	11,729
Cash e quivalents		36,346		—
Restricted cash		—		317

Total cash, cash equivalents and restricted cash	$	57,888	$	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 the 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 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 15 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 December 31, 2022 and December 31, 2021, the Company does not have any allowances for doubtful accounts.

Prepaid Expenses and Other Current Assets

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

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 $2.3 million of offering costs for the year ended December 31, 2022, 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. 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 December 31, 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 12. As such $0.7 million of the offering costs were classified as deferred offering costs. As of December 31, 2021, the Company had recorded deferred offering costs of $3.4 million, all of which are related to the Business Combination as discussed in Note 3.

Property and Equipment, Net

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

Long-lived assets, which consist of 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 performs an undiscounted cash flow analysis to determine if an impairment exists and, if so, an impairment loss would be recorded based on the excess of the carrying amount of the asset (asset group) over its fair value. During the year ended December 31, 2022 the Company determined there was a triggering event and an undiscounted cash flow analysis was performed. Based on the results of this analysis, the Company’s long-lived assets were not impaired and no impairment charge was recorded. During the 11 months ended December 31, 2021 no triggering events were noted.

Goodwill

— Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in a business combination. Goodwill has an indefinite useful life and is not amortized. The Company reviews its goodwill for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of the Company may exceed its fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill. If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill.

The Company determined a triggering event existed in the fourth quarter of 2022 resulting from the sustained decline in the Company’s stock price. A quantitative impairment test was performed and as a result, the Company recognized a $5.4 million goodwill impairment charge for the year ended December 31, 2022.

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 metho

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 rela

ed debt

obligatio

Public and Private Warrants

— At the Closing Date of the Business Combination, SNII

had 4,450,000 Private Warrants and

8,625,000

Public warrants outstanding. 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 in the consolidated balance sheet at fair value upon the closing, with subsequent changes in the fair value recognized in the consolidated statements of operations at each reporting date. The fair value of the Private Warrants are measured using the Black-Scholes option-pricing model.

The Public Warrants also fail to meet the indexation guidance in ASC 815 and are accounted for as liabilities because they include a provision whereby if there is not an effective registration statement, the warrant holders have a cap of 0.361 shares of 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, their fair value has been measured based on the observable listed prices for such warrants. Upon 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 December 31, 2022, the fair value of the Public Warrants decreased to $0.7 million with the corresponding gain from the change in fair value recorded in the consolidated statement of operations for the year ended December 31, 2022.

See Note 13 and 15 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 date.

Other than the Public and Private Warrants noted above, the Company also issued warrants to Trinity Capital 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. During the year ended December 31, 2022 these warrants were exercised and are no longer outstanding.

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 at the Closing Date.

As of December 31, 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 $1.2 million. The change in the fair value of $19.2 million for the year ended December 31, 2022 is included in gain on fair value change, net in the condensed consolidated statements of operations.

Significant inputs into the respective valuation models at March 2, 2022 (the initial recognition) and December 31, 2022 are as follows:


Valuation Assumptions	Initial Recognition on March 2, 2022			December 31, 2022
Stock Price	$	9.43		$	0.73
Simulated trading days		1,198			1,050
Volatility (annual)		30.50	%		109.30	%
Risk-free rate		1.74	%		4.04	%
Estimated time to expiration (years)		5.000			4.170

Revenue Recognition

— The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606,

Revenue from Contracts with Customers

and accounts for certain contract costs in accordance with

ASC 340-40,

Other Assets and

Deferred

Costs—Contracts with Customers.

The Company recognizes revenue from contracts

with

customers by applying the following five-step model:

•

Identify the contract with a customer

•

Identify the performance obligations in the contract

•

Determine the transaction price

•

Allocate the transaction price to the performance obligations in the contract

•

Recognize revenue when (or as) performance obligations are satisfied

The Company generates revenue through its Quantum 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 benefits the customer obtains generally equals the 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 based on completed milestones or hours or costs incurred as appropriate. Revenue for partially completed milestones deemed probable of being met is recognized using an input measure based on actual labor hours incurred to date relative to total estimated labor hours needed to complete the milestone. 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.

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

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

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

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

Costs of Obtaining and Fulfilling Contracts

— The Company has elected to apply the practical expedient to expense contract acquisition costs as incurred when the expected amortization period is one year or less. The Company capitalizes incremental costs incurred to fulfill its contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation(s) under the contract, and (iii) are expected to be recovered through revenue generated under the contract.

Cost of Revenue

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

and

other services.

Research and Development

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

General and Administrative

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

Sales and Marketing —

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

Capitalized Software —

The Company capitalizes the costs to develop

its internal-use software

when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Such costs are included in property and equipment in the consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the related asset. These capitalized costs are primarily related to the software infrastructure supporting the quantum computing services purchased by customers. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional features and functionality. Maintenance costs are expensed as incurred. During the year ended December 31, 2022 and 11 months ended December 31, 2021, no capitalized software has been recorded.

Income Taxes

— Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2022 and December 31, 2021, the Company has recorded a full valuation allowance against its deferred tax assets. The Company recognizes the effect of income tax positions only if it is more likely than not that those positions will be sustained. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense.

Net 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 net loss per share 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 net loss per share.

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”). Most 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 a service vesting condition only. The Company occasionally issues awards that might have different vesting conditions.

Compensation expense is based on the grant-date fair value of the awards and recognized over the requisite service period using a straight-line method for awards that have a service only condition. Compensation expense for awards with service and performance and/or market conditions is recognized using a graded vesting method. Compensation expense for RSAs is recognized fully on grant date. Compensation expenses for awards with a market condition are recognized over the requite service period regardless of whether the market condition is met unless the service requirement is not met. The Company has elected to account for forfeitures of employee stock awards as they occur.

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 unadjusted quoted prices 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 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.

Concentrations of Credit Risk

— Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments in the form of commercial paper and 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 exceed 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 Year Ended December 31,	For the 11 months ended December 31,
Customer	2022	2021

Customer A	33%	16%
Customer B	18%	20%
Customer C	15%	15%
Customer D	14%	29%
Customer E	11%	*
Customer F	*	17%

*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:


	December 31,	December 31,
Customer	2022	2021
Customer A	65%	*
Customer B	13%	35%
Customer C	10%	34%
Customer D	*	29%

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

Sales to government entities comprised 81.3% and 80.0% of the Company’s total revenue for the year ended December 31, 2022 and 11 months ended December 31, 2021, respectively.

Recently Adopted Accounting Pronouncements

— In February 2016, the FASB issued ASU

2016-0

Leases and related subsequently issued ASUs (collectively, “Topic 842”), which supersedes Topic 840. From a lessee perspective, the core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a

right-of-use

(“ROU”) asset representing its right to use the underlying asset for the lease term. There continues to be a differentiation between finance leases (which replace capital leases as so identified under Topic 840) and operating leases. However, the principal difference from the previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the statement of financial position. The updated guidance also requires additional quantitative and qualitative disclosures and allows various practical expedients.

The Company adopted Topic 842 effective January 1, 2022, using the modified retrospective transition option of applying the new standard at the adoption date for all leases with an original term greater than 12 months. The Company elected the package of practical expedients requiring no reassessment of (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification of any expired or existing leases, or (iii) initial direct costs for any existing leases. Adoption of the standard had a material impact on the Company’s consolidated balance sheet by recognizing operating lease ROU assets and operating lease liabilities but did not

have an impact on its consolidated statement of operations or cash flows on the date of adoption. The adoption of Topic 842 was recorded as of January 1, 2022 and resulted in the recognition of operating lease ROU assets and operating lease liabilities of $6.3 million and $6.6 million respectively and a $0.3 million adjustment to deferred rent, with no impact to accumulated deficit as of January 1, 2022. The period ended December 31, 2021 continues to be reported in accordance with the Company’s historic accounting under previous lease guidance, Topic 840.

The Company determines if an arrangement includes a lease at inception. Operating leases are included in the Company’s balance sheet as operating lease ROU assets and operating lease liabilities as of December 31, 2022.

Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of its lease payments, the Company uses an estimated incremental borrowing rate that is applicable to the Company based on the information available at the later of the lease commencement date, lease modification date, or the date of adoption of Topic 842. The operating lease ROU assets also include any lease payments made less lease incentives. The Company’s leases may include options to extend or terminate the lease, which is considered in the lease term when it is reasonably certain that the Company will exercise any such options. Lease expense is recognized on a straight-line basis over the expected lease term, taking into account adjustments for provisions such as free rent, escalating base monthly rental payments or deferred payment terms such as rent holidays that defer the commencement date of required payments. The Company has elected not to apply the recognition requirements of Topic 842 for short-term leases. The Company considers leases with a term of 12 months or less at the date of commencement to be short-term.

In May 2021, the FASB issued ASU No.

2021-04, Earnings

Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic

470-50),

Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40):

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

2021-04”).

The guidance in ASU

2021-04 clarifies

and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021.The

Company adopted ASU 2021-04 as

of January 1, 2022. The adoption of ASU

2021-04 did

not have an impact on the Company’s financial position and results of operations.

In December 2019, the FASB issued ASU

2019-12, Income

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

2019-12

removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted this ASU on January 1, 2022. Adoption did not have a significant impact on the Company’s financial statements or related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

— 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 August 2020, the FASB issued ASU

No. 2020-06,

Debt - (Topic 815) (“ASU

No. 2020-06”),

which simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity. The amendments in ASU No.

2020-06 are

effective for public companies, other than smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.

In April 2019, the FASB issued

ASU 2019-04, Codification Improvements

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

ASU No. 2019-04 was

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

Update 2016-13, the

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

Update 2016-13. The

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

Investments (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2022 are presented in the table below. The Company did not hold investment securities at December 31, 2021.


	Amortized Cost as of December 31, 2022		Gross Unrealized Holding Loss			Fair Value as of December 31, 2022
Cash e quivalents
Money Market Funds	$	36,346	$	—		$	36,346
Short-term investments:
United States Treasury Securities		58,514		(304	)		58,210
Corporate Bonds		3,581		(10	)		3,571
Commercial Papers		23,142		—			23,142

	$	121,583	$	(314	)	$	121,269

Warrants - Additional Information (Detail)			11 Months Ended	12 Months Ended
Warrants - Additional Information (Detail)	Dec. 31, 2022 $ / shares shares	Jun. 02, 2022 USD ($)	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2021 shares	Jan. 31, 2021 $ / shares shares	Feb. 28, 2020 USD ($)
Class Of Warrant Or Right [Line Items]
Warrants outstanding	2,680,607		2,680,607	2,680,607
Fair value adjustment of warrants \| $			$ 1,664,000	$ (22,132,000)
Adjustment to additional paid in capital warrants issued \| $				$ 1,200,000
Share price \| $ / shares	$ 0.01			$ 0.01
Number of trading days for determining the share price	20 days
Public Warrants
Class Of Warrant Or Right [Line Items]
Warrants outstanding	8,625,000			8,625,000
Exercise price of warrants \| $ / shares	$ 11.5			$ 11.5
Warrants and rights outstanding, term	5 years			5 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	0.361			0.361
Share price \| $ / shares	$ 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	313,252
Common Stock Warrants \| Class A Ordinary Shares
Class Of Warrant Or Right [Line Items]
Class of warrant or right, Grand date fair value \| $							$ 200,000
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
ClassOfWarrantsOrRightsWarrantsIssuedDuringThePeriod				5,248,183
Warrants and rights outstanding, term	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
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
Fair value adjustment of warrants \| $			$ 1,700,000	$ 2,000,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	783,129			783,129
Warrants Outstanding \| $		$ 783,129
Warrant liability \| $		$ 6,400,000

Debt - Additional Information (Detail) - USD ($) $ in Thousands			11 Months Ended	12 Months Ended
	Jan. 31, 2022	May 31, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 01, 2021	Mar. 31, 2021
Line of Credit Facility [Line Items]
Debt issuance costs		$ 2,800	$ 1,618	$ 990
Interest expense			2,465	5,286
Amortization of debt issuance cost			513	$ 917
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		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			2,500	$ 5,300
Accretion Expense			100	300
Debt Related Commitment Fees			100	300
Amortization of debt issuance cost			$ 500	900
unamortized issuance cost				$ 2,200	$ 2,300
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				26.83%
Loan and Security Agreement [Member] \| Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage				20.75%
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
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
Line of Credit Facility, Current Borrowing Capacity		8,000
Line of Credit Facility, Remaining Borrowing Capacity		7,000
Withdrawn Credit Facility		$ 7,000
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
Debt Instrument, Face Amount	$ 5,000
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
Debt instrument, fee amount	$ 5,000
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%

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Net loss	$ (38,241)	$ (71,521)
Other comprehensive gain (loss):
Foreign currency translation gain (loss)	(5)	101
Change in unrealized loss on available-for-sale securities	0	(314)
Comprehensive loss	$ (38,246)	$ (71,734)

- Definition

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

+ References

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+ Details

Warrants

12 Months Ended

Dec. 31, 2022

Class of Warrant or Right [Line Items]

Warrants

13. WARRANTS

As a result of the Business Combination (see Note 3), the Company has retroactively adjusted the number and corresponding strike price of Rigetti warrants outstanding prior to March 2, 2022, the date of the Business Combination, 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 December 31, 2022, there were 8,625,000 Public Warrants issued and outstanding (Refer to Note 15 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. On August 18, 2022, the Private Placement Warrants were transferred from the initial purchasers to permitted transferees and remain unredeemable by the Company as of December 31, 2022.

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 December 31, 2022 are as follows:


Valuation Assumptions	December 31, 2022	Initial Recognition on March 2, 2022

Stock Price	$0.73	$9.43
Strike Price	$11.50	$11.50
Volatility (annual)	109.26%	30.66%
Risk-free rate	4.04%	1.74%
Estimated time to expiration (years)	4.172	5.000
Dividend yield	—%	—%

Trinity Warrants

The Trinity Warrants were issued in March of 2021 for the purchase of 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 10. Therefore, there were total of 783,129 Common Stock warrants issued in conjunction with the Loan and Security Agreement in 2021. The Company utilized a Black-Scholes model to determine the grant date fair value of the warrants which was approximately $2.7 million and was recorded as a debt issuance cost. The outstanding Common Stock warrants were subsequently remeasured at each reporting period using the Black-Scholes models with changes recorded as a component of other income in the Company’s consolidated statement of

operations.

The liability related

to the Trinity Warrants was $6.4 million as of June 2, 2022, at which time all 783,129 warrants outstanding were exercised and the fair value of the warrant liability was reclassified to equity. The Company recorded a loss for the change in the fair value of the warrant liability in the consolidated statements of operations for the year ended December 31, 2022 and the 11 months ended December 31, 2021, of $2.0 million and $1.7 million, respectively.

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.

Significant inputs into the Black Scholes model used to value the Trinity Warrant liabilities at June 2, 2022, the exercise date, are as follows:


Valuation Assumptions - Trinity Warrant Liability		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)		9.000
Dividend yield		—%

Equity Classified Warrants

Series C Preferred Stock Financing Warrants

In conjunction with a prior Series C Preferred Stock Financing 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 Warrants”). 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 recorded this amount as a deferred asset and additional paid in capital as of the issuance date, as the Company believes it is probable that all performance conditions (i.e., sales milestones) in the Customer Warrants will be met.

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


	December 31,		December 31,
	2022		2021
Vested Customer warrants		1,340,297		1,072,237
Unvested Customer warrants		1,340,310		1,608,370

		2,680,607		2,680,607

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Earnings Per Share Basic Aand Diluted

The following table sets forth the computation of basic and diluted net loss per share of Common Stock for the year ended December 31, 2022 and 11 months ended December 31, 2021:


	Year Ended December 31,		11 Months ended December 31,
	2022		2021
Net loss	$	(71,521)	$	(38,241)
Basic and diluted shares
Weighted-average Class A Common Stock outstanding		102,300,852		23,337,127
Loss per share for Class A Common Stock
— Basic	$	(0.70)	$	(1.64)
— Diluted	$	(0.70)	$	(1.64)

Schedule of Antidilutive Securities Excluded From Computation of Earnings

The Company excluded the following potential common shares from the computation of diluted net loss per share as of December 31, 2022 and December 31, 2021:


	December 31,		December 31,
	2022		2021

Convertible Series C-1 Preferred Stock		—		23,218,320
Convertible Series C Preferred Stock		—		54,478,033
Common Stock Warrants		14,444,127		1,822,319
Stock Options		8,845,903		11,468,227
Restricted Stock Units		11,332,591		—

		34,622,621		90,986,899

(1)	The number of outstanding shares as of December 31, 2021 have been retrospectively adjusted to reflect the Exchange Ratio.

(2)	The number of outstanding warrants as of December 31, 2022 and December 31, 2021 does not include 1,340,310 and 1,608,359 shares, respectively, of Unvested Customer Warrants.

Supplemental Financial Statements Information (Tables)

12 Months Ended

Dec. 31, 2022

Summary Of Property, Plant and Equipment

Property and equipment as of December 31, 2022 and December 31, 2021 are composed of the following:


	December 31,			December 31,
	2022			2021
Quantum computing fridges	$	30,218		$	17,190
Process equipment		23,330			16,170
Leasehold improvements		7,561			4,297
IT Hardware		3,035			2,428
Furniture and other assets		1,246			1,246

Total property and equipment	$	65,390		$	41,330

Less: Accumulated depreciation and amortization		(25,860	)		(18,832	)

Property and equipment - net	$	39,530		$	22,497

Schedule of Accounts Payable and Accrued Liabilities

Accrued Expenses and Other Current Liabilities


	December 31,		December 31,
	2022		2021
Utilities	$	1,818	$	—
Professional & subscription fees		2,044		1,377
Property and other taxes		1,161		571
Subcontractor cost		804		—
Payroll and other payroll costs		781		962
Property and equipment		639		—
Others		626		—
Accrued interest		314		248
Deferred offering costs		18		648

	$	8,205	$	3,806

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	9. COMMITMENTS AND CONTINGENCIES 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.

Revenue Recognition - Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Jan. 31, 2021
Capitalized Contract Cost [Line Items]
Trade receivables	$ 6,143	$ 962
Unbilled receivables	92	581
Deferred revenue	$ (961)	$ (985)	$ (492)

Business Combination

12 Months Ended

Dec. 31, 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 December 31, 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 share 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 connectio

n 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 the 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 investors (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:


	Amount
Cash - SNII trust and cash (net of redemption)	$	77,769
Cash - PIPE		147,510
Cash - SNII operating account		325

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 consolidated statements of operations during the year ended December 31, 2022. Transaction cost paid through cash during the year ended December 31, 2022, equals $16.7 million. For the year ended December 31, 2022, the Company also paid a

one-time

bonus to certain employees related to the business combination of $2.1 million.

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.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (38,241)	$ (71,521)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,651	7,017
Stock-based compensation	1,765	44,812
Change in fair value of earnout liability	0	(19,207)
Change in fair value of derivative warrant liabilities	1,664	(22,132)
Change in fair value of forward contract	230	(5,764)
Amortization of debt issuance costs	513	917
Amortization of debt commitment fee asset	94	266
Accretion of available-for-sale securities	0	(949)
Accretion of debt end of term liabilities	122	285
Non-cash lease expense	0	537
Goodwill impairment	0	5,377
Changes in operating assets and liabilities:
Accounts receivable	(1,063)	(4,692)
Prepaid expenses and other current assets	(315)	(1,099)
Other assets	(35)	34
Deferred revenue	493	(24)
Accounts payable	(389)	(707)
Accrued expenses and other current liabilities	1,554	4,456
Other liabilities	(87)	(295)
Net cash used in operating activities	(29,044)	(62,689)
Cash flows from Investing activities
Purchases of property and equipment	(7,008)	(22,737)
Purchases of available-for-sale securities	0	(84,287)
Net cash used in investing activities	(7,008)	(107,024)
Cash flows from financing activities
Proceeds from Business Combination, net of transaction costs paid	0	225,604
Transaction costs paid directly by Rigetti	0	(18,842)
Proceeds from issuance of notes payable	27,000	5,000
Payments on principal of notes payable		(1,291)
Payments on debt issuance costs	(247)	(85)
Payment on loan and security agreement exit fees		(1,000)
Payments on deferred offering costs	(1,548)	0
Proceeds from issuance of common stock upon exercise of stock options and warrants	378	6,068
Net cash provided by financing activities	25,583	215,454
Effect of changes in exchange rate on cash and restricted cash	(5)	101
Net increase (decrease) in cash, cash equivalents, and restricted cash	(10,474)	45,842
Cash, cash equivalents, and restricted cash at beginning of period	22,520	12,046
Cash, cash equivalents, and restricted cash at end of period	12,046	57,888
Supplemental disclosure of cash flow information:
Cash paid for interest	1,489	3,819
Supplemental disclosure of non-cash financing activity:
Initial fair value of earn-out liability acquired in merger		20,413
Deferred offering costs in accounts payable and accrued expenses	1,900	0
Fair value of loan and security agreement warrant liability	2,691	0
Initial fair value of private placement and public warrants liability acquired in merger	0	22,932
Reclassification of loan and security agreement warrants to equity	0	6,370
Settlement of the first tranche of forward contract	0	3,305
Capitalization of deferred costs to equity upon share issuance	0	1,520
Purchases of property and equipment recorded in accounts payable	0	673
Purchases of property and equipment recorded in accrued expense		639
Unrealized loss short term investments	0	314
Right-of-use assets recorded on adoption of ASU 2016-02	0	6,270
Operating lease liabilities recorded on adoption of ASU 2016-02	0	6,620
Lease liabilities arising from obtaining right-of-use assets	$ 0	$ 4,892

Equity Plans - (Tables)

12 Months Ended

Dec. 31, 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:


	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
Granted		1,750,000		$	0.96
Exercised		(2,768,568	)	$	0.27
Forfeited and expired		(1,603,804	)	$	0.27

Outstanding - December 31, 2022		8,845,903		$	0.38		7.2	$	3,103

Exercisable - December 31, 2022		5,464,027		$	0.40		7.2	$	1,780

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
Non-vested shares at December 31, 2021		5,388,455		$	3.93
Granted		17,782,607		$	4.92
Vested		(7,007,789	)	$	4.99
Forfeited		(4,830,682	)	$	5.03

Non-vested shares at December 31, 2022		11,332,591		$	4.36

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

The table below summarizes the total stock-based compensation expenses for the year ended December 31, 2022 and 11 months ended December 31, 2021:


	Year Ended December 31, 2022		11 Months Ended December 31, 2021


Research and development	$	14,092	$	975
Selling and marketing expenses		2,109		106
General and administrative expenses		28,611		684

Total stock-based compensation expenses	$	44,812	$	1,765

Schedule Of Share Based Payment Award Stock Options Valuation Assumptions


	12 Months ended December 31, 2022						11 Months ended December 31, 2021
	Time based vesting awards			Market based vesting awards			11 Months ended December 31, 2021


Expected volatility		150	%		150	%		46.8	%
Weighted-average risk-free interest rate		3.77	%		3.76 %			1.07	%
Expected dividend yield		0	%		0	%		0	%
Expected term (in years)		5.85			5.0			6.1 years
Exercise price/Stock price	$	0.96		$	0.96		$	0.21

Debt - Scheduled principal payments on total outstanding debt (Detail) - Rigetti Computing, Inc [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
2022		$ 702
2023	$ 9,491	8,682
2024	13,007	11,008
2025	8,020	6,608
2026	191	0
Loan payable, long term	$ 30,709	$ 27,000

- Definition

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

+ References + Details

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule Of Future Minimum Lease Payments Under Non Cancelable Operating Leases [Table Text Block]

Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 are

follows:


Year ending December 31,
2022	$	1,808
2023		901
2024		928
2025		956
2026		81

Total minimum future lease payments	$	4,674

Summary of Components of Lease Costs

Components of lease costs, the weighted average remaining lease term and weighted average discount rate were as follows as of and for the year ended December 31, 2022:


Lease cost	December 31, 2022

Operating lease cost	$	2,513
Short-term lease cost		36
Sub-lease income		(194	)

Total lease cost	$	2,355


	Year Ended December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		$2,128
Right-of-use assets obtained in exchange for new and modified operating lease liabilities		$4,892
Weighted average remaining lease term - operating leases		5.87 years
Weighted average discount rate - operating leases		7.93 %

Summary of Maturities of the Company's Operating Lease Liabilities

Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the net present value of its lease payments, the Company used an estimated incremental borrowing rate that is applicable to the Company based on the information available at the later of the lease commencement date, lease modification date or the date of Adoption of Topic 842. As of December 31, 2022, the maturities of the Company’s operating lease liabilities were as follows:


Year
2023	$	2,422
2024		2,288
2025		2,198
2026		1,524
2027		1,566
Thereafter		2,841

Total lease payments		12,839
Less: Imputed interest		(2,636	)

Present value of lease liabilities	$	10,203

Operating lease liabilities, current	$	2,345
Operating lease liabilities, noncurrent		7,858

	$	10,203

Income Taxes - Summary of Unrecognized Tax Benefits Affecting the Effective Tax rate (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Ending balance at December 31, 2022	$ 4,672
Previous Year [Member]
Prior year adjustment - increase(decrease)	0
Current Year [Member]
Current year increase(decrease)	$ 0

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

Total

Common Stock

Additional Paid-In Capital

Accumulated Other Comprehensive Gain (Loss)

Accumulated Deficit

Preferred Stock [Member]

Redeemable Convertible Preferred Stock [Member]

Beginning balance at Jan. 31, 2021

$ (35,425)

$ 2

^[1]

$ 133,406

$ 57

$ (168,890)

$ 81,523

^[1]

Beginning balance, shares at Jan. 31, 2021

^[1]

16,582,525

77,696,679

Issuance of common stock upon exercise of stock options

375

Issuance of common stock upon exercise of stock options, shares

^[1]

1,404,966

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

^[1]

233,578

Issuance of common stock upon exercise of common stock warrants

Stock-Based Compensation

1,765

Foreign currency translation gain (loss)

(5)

Net loss, as restated

(38,241)

Ending balance at Dec. 31, 2021

(71,528)

$ 2

^[1]

135,549

(207,131)

$ 81,523

^[1]

Ending balance, shares at Dec. 31, 2021

^[1]

18,221,069

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

^[1]

81,517

$ (81,523)

^[1]

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

^[1]

57,380,563

(77,696,679)

Issuance of common stock upon exercise of stock options

$ 1,020

1,020

Issuance of common stock upon exercise of stock options, shares

2,768,568

^[1]

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

$ 159,538

$ 3

^[1]

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

Issuance of common stock upon release of RSUs (Share)

^[1]

7,046,689

Issuance of common stock upon release of RSUs

$ 1

^[1]

(1)

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

^[1]

171,008

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

^[1]

4,818,630

Issuance of common stock upon exercise of common stock warrants

5,048

Reclassification of loan and security agreement warrants to equity

6,370

Stock-Based Compensation

44,812

Settlement of the first tranche of forward contract

(3,305)

Capitalization of deferred costs to equity upon share issuance

(1,520)

Foreign currency translation gain (loss)

101

Change in unrealized loss on available-for-sale securities

(314)

Net loss, as restated

(71,521)

Ending balance at Dec. 31, 2022

$ 150,224

$ 12

^[1]

$ 429,025

$ (161)

$ (278,652)

Ending balance, shares at Dec. 31, 2022

113,810,285

125,257,233

^[1]

[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.

Supplemental Financial Statements Information - Additional Information (Detail) - USD ($) $ in Millions	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Depreciation, Depletion and Amortization	$ 4.7	$ 7.0
US
Property, Plant and Equipment [Line Items]
Percentage of total gross property and equipment		98.00%
GB
Property, Plant and Equipment [Line Items]
Percentage of total gross property and equipment	2.00%

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Jan. 31, 2022
Summary Of Income Taxes Information [Line Items]
Change in valuation allowance	$ 8,000	$ 30,300
Unrecognized tax benefits		4,672	$ 4,672
Unrecognized Tax Benefits that Would Impact Effective Tax Rate		0
Domestic Tax Authority [Member]
Summary Of Income Taxes Information [Line Items]
Operating loss carryforwards		230,900
State and Local Jurisdiction [Member]
Summary Of Income Taxes Information [Line Items]
Deferred Tax Assets, Tax Credit Carryforwards, Research		189,400
State and Local Jurisdiction [Member] \| Rigetti Computing, Inc [Member]
Summary Of Income Taxes Information [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, State and Local		168,100
Research Tax Credit Carryforward [Member] \| Domestic Tax Authority [Member]
Summary Of Income Taxes Information [Line Items]
Tax credit carryforwards		2,300
Research Tax Credit Carryforward [Member] \| State and Local Jurisdiction [Member]
Summary Of Income Taxes Information [Line Items]
Tax credit carryforwards		$ 2,300

Summary of Significant Accounting Policies - Schedule of Inputs Into the Respective Models (Detail)	Dec. 31, 2022 shares yr d	Mar. 02, 2022 shares yr d
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]
Valuation Assumptions \| shares	0.73	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]
Valuation Assumptions \| d	1,050	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]
Valuation Assumptions	109.3	30.5
Risk-free Rate
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	4.04	1.74
Estimated time to expiration
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	4.17	5

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Cash, Cash Equivalents and Investments

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


	December 31, 2022		December 31, 2021
Cash	$	21,542	$	11,729
Cash e quivalents		36,346		—
Restricted cash		—		317

Total cash, cash equivalents and restricted cash	$	57,888	$	12,046

Schedule of Inputs Into the Respective Models

Significant inputs into the respective valuation models at March 2, 2022 (the initial recognition) and December 31, 2022 are as follows:


Valuation Assumptions	Initial Recognition on March 2, 2022			December 31, 2022
Stock Price	$	9.43		$	0.73
Simulated trading days		1,198			1,050
Volatility (annual)		30.50	%		109.30	%
Risk-free rate		1.74	%		4.04	%
Estimated time to expiration (years)		5.000			4.170

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 Year Ended December 31,	For the 11 months ended December 31,
Customer	2022	2021

Customer A	33%	16%
Customer B	18%	20%
Customer C	15%	15%
Customer D	14%	29%
Customer E	11%	*
Customer F	*	17%

*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:


	December 31,	December 31,
Customer	2022	2021
Customer A	65%	*
Customer B	13%	35%
Customer C	10%	34%
Customer D	*	29%

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

Revenue Recognition - Summary of Change in Contract with Customer, Asset and Liability (Detail) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Capitalized Contract Cost [Line Items]
Balance at beginning of period	$ (492)	$ (985)
Deferral of revenue	(904)	(545)
Recognition of deferred revenue	411	569
Balance at end of period	$ (985)	$ (961)

Income Taxes - Summary of Effective Income Tax Rate Reconciliation (Detail)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Total pre-tax book income	21.00%	21.00%
State and local income taxes	11.00%	0.00%
Fair market value adjustment	14.00%	0.00%
Non-deductible executive compensation	(4.00%)	0.00%
Goodwill impairment	(2.00%)	0.00%
Transaction costs	3.00%	0.00%
Other	0.00%	0.00%
Change in valuation allowance	(42.00%)	(21.00%)
Total:	0.00%	0.00%

Common Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Sep. 14, 2022	Aug. 11, 2022	Dec. 31, 2022	Mar. 02, 2022	Dec. 31, 2021
Conversion of Stock [Line Items]
Common Stock, Shares Authorized			1,000,000,000		134,050,472
Common Stock, Voting Rights			one vote
Preferred stock, authorized			10,000,000	10,000,000	0
Preferred stock, shares issued			0		0
Preferred stock, Outstanding			0		0
Common Stock, Shares, Outstanding		23,648,889	125,257,233		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%
Stock issued during period, shares, issued for services			171,008
Deferred offering costs			$ 0.7		$ 3.4
Common Stock Purchase Agreement [Member]
Conversion of Stock [Line Items]
Stock issued during period, shares, issued for services		171,008	171,008
Common Class A [Member] \| Common Stock Purchase Agreement [Member]
Conversion of Stock [Line Items]
Common Stock, Value, Subscriptions		$ 75.0

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Summary Of Domestic And Foreign Components Of Loss Before Income Taxes

The following table presents domestic and foreign components of loss before income taxes for the year ended December 31, 2022 and 11 months ended December 31, 2021:


	Year Ended			11 Months ended
	December 31,			December 31,
	2022			2021

Domestic	$	(67,677)		$	(36,787)
Foreign		(3,844	)		(1,454	)

	$	(71,521)		$	(38,241)

Summary Of Components Of Deferred Tax Assets And Liabilities

the Company’s deferred income tax assets and liabilities as of December 31, 2022 and December 31, 2021, are as follows:


	December 31, 2022			December 31, 2021
Deferred t ax a ssets:
Net operating loss carryforwards	$	61,313		$	46,553
Accruals and reserves		160			147
Stock-based compensation		5,233			744
Research and development credits		11			11
Intangible assets		11,509			32
ROU l iability		2,507			—

Gross deferred assets		80,733			47,487
Deferred t ax l iabilities:
ROU a sset		(2,289	)		—
Depreciation and amortization		(2,063	)		(1,420	)

Total deferred tax liabilities		(4,352	)		(1,420	)

Total net deferred tax assets		76,381			46,067
Valuation allowance		(76,381	)		(46,067	)

Net deferred tax assets	$	—		$	—

Summary Of Effective Income Tax Rate Reconciliation

the Company’s history of incurring losses which have not been benefited and other permanent differences.


	Year Ended December 31, 2022	11 Months Ended December 31, 2021
Component	Rate Impact	Rate Impact
Total pre-tax book income	21%	21%
State and local income taxes	11%	0%
Fair market value adjustments	14%	0%
Non-deductible executive compensation	(4)%	0%
Goodwill impairment	(2)%	0%
Transaction c osts	3%	0%
Other	0%	0%
Change in valuation allowance	(42)%	(21)%

Total:	0%	0%

Summary Of Unrecognized Tax Benefits Affecting The Effective Tax rate

A reconciliation of the beginning and ending amounts of unrecognized income tax benefits during the year is as follows:


Beginning balance at January 1, 2022	$	4,672
Current year increase (decrease)		—
Prior year adjustment - increase (decrease)		—

Ending balance at December 31, 2022	$	4,672

Fair Value Measurements - Summary Of Change in Fair Value of Derivative Liabilities (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance	$ 0
Ending Balance		$ 0
Fair Value, Inputs, Level 3 \| Forward Warrant Agreement [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance		230
Issuance		400
Change in fair values	(5,764)	(170)
Exercise of warrants	3,305
Ending Balance	(2,229)
Fair Value, Inputs, Level 3 \| Earn out Liability [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance	0
Initial measurement on March 2, 2022 upon Business Combination (Note 3)	20,413
Change in fair values	(19,207)
Ending Balance	1,206	0
Fair Value, Inputs, Level 3 \| Trinity Warrants [Member] \| Derivative Warrant Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance		4,355
Issuance		2,691
Change in fair values	2,015	1,664
Exercise of warrants	(6,370)
Fair Value, Inputs, Level 3 \| Private Placement Warrants \| Derivative Warrant Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance	0
Initial measurement on March 2, 2022 upon Business Combination (Note 3)	9,612
Change in fair values	(8,544)
Ending Balance	$ 1,068	$ 0

Equity Plans -Schedule Of Employee Service Share Based Compensation Allocation Of Recognized Period Costs (Detail) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	$ 1,765	$ 44,812
Research And Development Expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	975	14,092
Selling and Marketing Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	106	2,109
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	$ 684	$ 28,611

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Emerging Growth Company

Use of Estimates

Principals of Consolidation

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

Reclassifications

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

Segments

Foreign Currency

Comprehensive Loss

available-for-sale

securities.

Cash, Cash Equivalents and Restricted Cash

— As of December

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


	December 31, 2022		December 31, 2021
Cash	$	21,542	$	11,729
Cash e quivalents		36,346		—
Restricted cash		—		317

Total cash, cash equivalents and restricted cash	$	57,888	$	12,046

Investments

—

The Company classifies its investments in fixed income securities as

available-for-sale

Accounts Receivable

Prepaid expenses and other current assets

Prepaid Expenses and Other Current Assets

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

Deferred Offering Costs

paid-in

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

The

Property and Equipment, Net

Goodwill

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 metho

ed debt

obligatio

Public and Private Warrants

— At the Closing Date of the Business Combination, SNII

had 4,450,000 Private Warrants and

8,625,000

Public warrants outstanding. 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.

fixed-for-fixed

paid-in

See Note 13 and 15 for further information on fair value.

Derivative Warrant Liabilities

— The

Earn-Out Liability

Earn-Out

Liability —

“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

As of December 31, 2022, the

Earn-Out

Significant inputs into the respective valuation models at March 2, 2022 (the initial recognition) and December 31, 2022 are as follows:


Valuation Assumptions	Initial Recognition on March 2, 2022			December 31, 2022
Stock Price	$	9.43		$	0.73
Simulated trading days		1,198			1,050
Volatility (annual)		30.50	%		109.30	%
Risk-free rate		1.74	%		4.04	%
Estimated time to expiration (years)		5.000			4.170

Revenue Recognition

— The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606,

Revenue from Contracts with Customers

and accounts for certain contract costs in accordance with

ASC 340-40,

Other Assets and

Deferred

Costs—Contracts with Customers.

The Company recognizes revenue from contracts

with

customers by applying the following five-step model:

•

Identify the contract with a customer

•

Identify the performance obligations in the contract

•

Determine the transaction price

•

Allocate the transaction price to the performance obligations in the contract

•

Recognize revenue when (or as) performance obligations are satisfied

Development contracts are generally multi-year,

non-recurring

Costs of Obtaining and Fulfilling Contracts

Cost of Revenue

and

other services.

Research and Development

General and Administrative

Sales and Marketing

Sales and Marketing —

Capitalized Software

Capitalized Software —

The Company capitalizes the costs to develop

its internal-use software

Income Taxes

Net income (loss) per share

Net Loss Per Share

C-1

Preferred Stock are computed using the

if-converted

method. Contingently issuable shares are included in basic net loss per share only

when

Stock-Based Compensation

4-year

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

change-in-control

Fair Value Measurements

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 3—Inputs are unobservable 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.

Concentration of Credit Risk

Concentrations of Credit Risk

Significant

customers that represent 10% or more of revenue are set forth in the

following tables:


	For the Year Ended December 31,	For the 11 months ended December 31,
Customer	2022	2021

Customer A	33%	16%
Customer B	18%	20%
Customer C	15%	15%
Customer D	14%	29%
Customer E	11%	*
Customer F	*	17%

*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:


	December 31,	December 31,
Customer	2022	2021
Customer A	65%	*
Customer B	13%	35%
Customer C	10%	34%
Customer D	*	29%

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

Sales to government entities comprised 81.3% and 80.0% of the Company’s total revenue for the year ended December 31, 2022 and 11 months ended December 31, 2021, respectively.

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

— In February 2016, the FASB issued ASU

2016-0

right-of-use

In May 2021, the FASB issued ASU No.

2021-04, Earnings

Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic

470-50),

Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40):

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

2021-04”).

The guidance in ASU

2021-04 clarifies

Company adopted ASU 2021-04 as

of January 1, 2022. The adoption of ASU

2021-04 did

not have an impact on the Company’s financial position and results of operations.

In December 2019, the FASB issued ASU

2019-12, Income

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

2019-12

Recently Issued Accounting Pronouncements Not Yet Adopted

— In June 2022, the FASB issued ASU

2022-03, ASC

In August 2020, the FASB issued ASU

No. 2020-06,

Debt - (Topic 815) (“ASU

No. 2020-06”),

which simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity. The amendments in ASU No.

2020-06 are

In April 2019, the FASB issued

ASU 2019-04, Codification Improvements

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

ASU No. 2019-04 was

Update 2016-13, the

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

Update 2016-13. The

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

Goodwill

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

5. GOODWILL

The following table sets forth the change in the carrying amount of goodwill for the Company for the year ended December 31, 2022:


January 1, 2021	$	5,377
Change		—


December 31, 2021		5,377
Impairment charge		(5,377	)

December 31, 2022	$	—

On the Company’s annual goodwill impairment testing date of November 1, 2022 management performed an impairment evaluation of goodwill after assessing qualitative factors that indicated a possible impairment of goodwill. Under the qualitative assessment, management considers relevant events and circumstances including but not limited to macroeconomic conditions, industry and market considerations, overall Company performance and events directly affecting the Company. It was noted during our assessment that the Company has experienced a sustained decline in stock price, however as of November 1, 2022 the Company determined that goodwill was not impaired. Subsequently in December 2022, the Company’s stock price continued to decline, resulting in a triggering event to evaluate goodwill for impairment as of December 31, 2022. As a result, further quantitative analysis was conducted to determine the extent to which, if any, the Company’s carrying value exceeded its fair value as of December 31, 2022. The quantitative analysis used fair value based on market capitalization adjusted for a control premium based on market comparable transactions. This quantitative analysis resulted in the Company’s fair value being significantly below its carrying value, resulting in a

non-cash

goodwill impairment charge of $5.4 million being recorded for the year ended December 31, 2022.

Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] $ in Millions	Feb. 28, 2023 USD ($) Numberofemployees
Subsequent Event [Line Items]
Restructuring Charges \| $	$ 1.4
Percentage Of Reduction In Employees	28.00%
Number Of Employees \| Numberofemployees	50

Summary of Significant Accounting Policies - Schedule of Customers Accounts Receivable (Detail) - Customer Concentration Risk [Member] - Accounts Receivable [Member]	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Customer A [Member]
Disclosure In Tabular Form Of Concentration Of Accounts Recievable [Line Items]
Concentration Risk, Percentage		65.00%
Customer B [Member]
Disclosure In Tabular Form Of Concentration Of Accounts Recievable [Line Items]
Concentration Risk, Percentage	35.00%	13.00%
Customer C [Member]
Disclosure In Tabular Form Of Concentration Of Accounts Recievable [Line Items]
Concentration Risk, Percentage	34.00%	10.00%
Customer D [Member]
Disclosure In Tabular Form Of Concentration Of Accounts Recievable [Line Items]
Concentration Risk, Percentage	29.00%

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

11 Months Ended

12 Months Ended

Dec. 31, 2021

Dec. 31, 2022

Net loss

$ (38,241)

$ (71,521)

Weighted-average Class A Common Stock outstanding, Basic

^[1]

23,337,127

102,300,852

Weighted-average Class A Common Stock outstanding, Diluted

^[1]

23,337,127

102,300,852

— Basic

$ (1.64)

$ (0.7)

— Diluted

$ (1.64)

$ (0.7)

Class A Ordinary Shares

Weighted-average Class A Common Stock outstanding, Basic

23,337,127

102,300,852

Weighted-average Class A Common Stock outstanding, Diluted

23,337,127

102,300,852

— Basic

$ (1.64)

$ (0.7)

— Diluted

$ (1.64)

$ (0.7)

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

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
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+ Details

- Definition

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

+ References

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+ Details

Leases - Summary of Maturities of the Company's Operating Lease Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023	$ 2,422
2024	2,288
2025	2,198
2026	1,524
2027	1,566
Thereafter	2,841
Total lease payments	12,839
Less: Imputed interest	(2,636)
Present value of lease liabilities	10,203	$ 6,600
Operating lease liabilities, current	2,345		$ 0
Operating lease liabilities, noncurrent	$ 7,858		$ 0

Forward Warrant Agreement - Summary of Fair Value Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques (Detail) - Forward Warrant Agreement [Member]	Dec. 31, 2022 yr	Dec. 31, 2021 yr
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.767
Measurement Input, Expected Term [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		1.13
Measurement Input, Expected Term [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		0.5
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.0469
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		0.0043
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		0.0019
Measurement Input Probability of occurring the contingency
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.50
Measurement Input Probability of occurring the contingency \| Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		1
Measurement Input Probability of occurring the contingency \| Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input		0.50
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.73	10.29

Debt - Long term debt and the unamortized discount (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	May 31, 2021
Outstanding principal amount	$ 30,709	$ 27,000
Add: accreted liability of final payment fee	407	125
Less: unamortized debt discount, long term	(990)	(1,618)	$ (2,800)
Less: current portion of long term debt-principal	(9,491)	(1,291)
Debt—net of current portion	20,635	24,216
Current portion of long term debt-principal	9,491	1,291
Less: current portion of unamortized debt discount	(1,188)	(716)
Debt—current portion	$ 8,303	$ 575

Supplemental Financial Statements Information

12 Months Ended

Dec. 31, 2022

Supplemental Financial Statement information

7. SUPPLEMENTAL FINANCIAL STATEMENTS INFORMATION

Property and Equipment, Net

Property and equipment as of December 31, 2022 and December 31, 2021 are composed of the following:


	December 31,			December 31,
	2022			2021
Quantum computing fridges	$	30,218		$	17,190
Process equipment		23,330			16,170
Leasehold improvements		7,561			4,297
IT Hardware		3,035			2,428
Furniture and other assets		1,246			1,246

Total property and equipment	$	65,390		$	41,330

Less: Accumulated depreciation and amortization		(25,860	)		(18,832	)

Property and equipment - net	$	39,530		$	22,497

As of December 31, 2022 and December 31, 2021, 98% of the total gross property and equipment was located in the United States, and 2% of the total gross property and equipment was located in the United Kingdom. Total depreciation and amortization expense for the year ended December 31, 2022 and 11 months ended December 31, 2021 was $7.0 million and $4.7 million, respectively.

Accrued Expenses and Other Current Liabilities


	December 31,		December 31,
	2022		2021
Utilities	$	1,818	$	—
Professional & subscription fees		2,044		1,377
Property and other taxes		1,161		571
Subcontractor cost		804		—
Payroll and other payroll costs		781		962
Property and equipment		639		—
Others		626		—
Accrued interest		314		248
Deferred offering costs		18		648

	$	8,205	$	3,806

Investments

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

INVESTMENTS

4. INVESTMENTS

As of December 31, 2022, investment securities in the Company’s Trust Account consisted of $36.3 million in money market funds, $58.2 million in United States Treasury securities, $3.6 million in corporate bonds and $23.1 million in commercial paper. The money market funds are classified as cash equivalents in the 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 December 31, 2022 are presented in the table below. The Company did not hold investment securities at December 31, 2021.


	Amortized Cost as of December 31, 2022		Gross Unrealized Holding Loss			Fair Value as of December 31, 2022
Cash e quivalents
Money Market Funds	$	36,346	$	—		$	36,346
Short-term investments:
United States Treasury Securities		58,514		(304	)		58,210
Corporate Bonds		3,581		(10	)		3,571
Commercial Papers		23,142		—			23,142

	$	121,583	$	(314	)	$	121,269

All of the Company’s

available-for-sale

securities have final maturities of one year or less. 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 as of December 31, 2022. 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 December 31, 2022. All of the Company’s

available-for-sale

securities have been in an unrealized loss position for less than one year because they were all acquired in 2022. The Company did not have any

available-for-sale

securities as of December 31, 2021.

Cover Page	12 Months Ended
Cover Page	Dec. 31, 2022
Document Information [Line Items]
Document Type	POS AM
Amendment Flag	false
Entity Registrant Name	RIGETTI COMPUTING, INC.
Entity Central Index Key	0001838359
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-0950636
Entity Address, Address Line One	775 Heinz Avenue
Entity Address, City or Town	Berkeley
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94710
City Area Code	510
Local Phone Number	210-5550
Entity Primary SIC Number	7374
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	775 Heinz Avenue
Entity Address, City or Town	Berkeley
Entity Address, Postal Zip Code	94710
City Area Code	510
Local Phone Number	210-5550
Contact Personnel Name	Rick Danis

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Parenthetical) (Detail) - shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Unvested Customer Warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	1,608,359	1,340,310

Redeemable Convertible Preferred Stock - Additional Information (Detail) - $ / shares	Dec. 31, 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

Forward Warrant Agreement - Additional Information (Detail) - Forward Warrant Agreement [Member] - Rigetti [Member] - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Derivative liabilities		$ 0.2
Derivative Liability, Statement of Financial Position [Extensible Enumeration]		Liabilities
Derivative asset		$ 2.2
Derivative Asset, Statement of Financial Position [Extensible Enumeration]		Assets
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
Warrants Issued		500,000
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

Business Combination - Summary of Net proceeds from Business Combination and PIPE financing (Detail) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items]
Cash - SNII trust and cash (net of redemption)		$ 77,769
Cash - PIPE		147,510
Cash - SNII operating account		325
Net Proceeds from Business Combination and PIPE	$ 0	$ 225,604

Business Combination - Summary of Consummation of the Business Combination (Parenthetical) (Detail)	Dec. 31, 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

Common Stock - Summary of Conversions of Stock (Detail)	Dec. 31, 2022 shares
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	37,422,305
Stock-Based Awards—Options Outstanding
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	8,845,903
Stock-Based Awards—RSUs Outstanding
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	11,332,591
Common Stock Warrants
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	17,243,811

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 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	125,257,233	18,221,069
Common stock, outstanding	125,257,233	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

Leases - Summary Of Lessee Operating Lease Liability Maturity (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
2022	$ 2,422
2023	2,288
2024	2,198
2025	1,524
2026	1,566
Total minimum future lease payments	$ 12,839
Rigetti Holdings [Member]
2022		$ 1,808
2023		901
2024		928
2025		956
2026		81
Total minimum future lease payments		$ 4,674

Business Combination (Tables)

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Summary of net proceeds from business combination and PIPE financing


	Amount
Cash - SNII trust and cash (net of redemption)	$	77,769
Cash - PIPE		147,510
Cash - SNII operating account		325

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”).

one-for-one

and for Legacy

Series C-1

Preferred Stock was

eight-for-one.

Equity Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		11 Months Ended		12 Months Ended
	Dec. 12, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Stock-based compensation expense			$ 1,765	$ 44,812
weighted-average grant date fair value of options granted			$ 3.43	$ 0.81
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value			$ 5,700	$ 9,900
Amount of cost not yet recognized for nonvested award		$ 2,400		$ 2,400
Weighted-average period over which cost not yet recognized				1 year 11 months 15 days
Share based compensation stock options granted				1,750,000
Common stock, capital shares reserved for future issuance		37,422,305		37,422,305
Restricted Stock Units
Stock-based compensation expense		$ 0		$ 42,700
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value			$ 0	35,000
Amount of cost not yet recognized for nonvested award		$ 41,900		$ 41,900
Weighted-average period over which cost not yet recognized				2 years 10 months 6 days
Vested				7,007,789
Common stock, capital shares reserved for future issuance		11,332,591		11,332,591
Restricted Stock Awards
Stock-based compensation expense				$ 600
Vested				120,000
CEO Award [Member]
Share based compensation stock options vesting period	3 years
Share based compensation stock options granted	500,000
Common stock exercise price	$ 0.96
CEO Award [Member] \| Chief Executive Officer [Member]
Share based compensation stock options granted	1,250,000
Two Thousand Thirteen Equity Incentive Plan [Member] \| CEO Award [Member]
Share based compensation stock options granted	1,750,000
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		4,748,116		4,748,116

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Net Loss Per Share

17. 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 year ended December 31, 2022 and 11 months ended December 31, 2021:


	Year Ended December 31,		11 Months ended December 31,
	2022		2021
Net loss	$	(71,521)	$	(38,241)
Basic and diluted shares
Weighted-average Class A Common Stock outstanding		102,300,852		23,337,127
Loss per share for Class A Common Stock
— Basic	$	(0.70)	$	(1.64)
— Diluted	$	(0.70)	$	(1.64)

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 December 31, 2022. The weighted-average common shares outstanding for the twelve months ended December 31, 2022 and December 31, 2021 include 2,541,856 and 5,116,058 weighted-average shares of warrants with an exercise price of $0.01, 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 potential common shares from the computation of diluted net loss per share as of December 31, 2022 and December 31, 2021:


	December 31,		December 31,
	2022		2021

Convertible Series C-1 Preferred Stock		—		23,218,320
Convertible Series C Preferred Stock		—		54,478,033
Common Stock Warrants		14,444,127		1,822,319
Stock Options		8,845,903		11,468,227
Restricted Stock Units		11,332,591		—

		34,622,621		90,986,899

(1)	The number of outstanding shares as of December 31, 2021 have been retrospectively adjusted to reflect the Exchange Ratio.

(2)	The number of outstanding warrants as of December 31, 2022 and December 31, 2021 does not include 1,340,310 and 1,608,359 shares, respectively, of Unvested Customer Warrants.

Equity Plans -Schedule Of Share Based Payment Award Stock Options Valuation Assumptions (Detail) - $ / shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Expected volatility	46.80%
Weighted-average risk-free interest rate	1.07%
Expected dividend yield	0.00%
Expected term (in years)	6 years 1 month 6 days
Exercise price/Stock price	$ 0.21
Market Based Vesting Award [Member]
Expected volatility		150.00%
Weighted-average risk-free interest rate		3.76%
Expected dividend yield		0.00%
Expected term (in years)		5 years
Exercise price/Stock price		$ 0.96
Time Based Vesting Award [Member]
Expected volatility		150.00%
Weighted-average risk-free interest rate		3.77%
Expected dividend yield		0.00%
Expected term (in years)		5 years 10 months 6 days
Exercise price/Stock price		$ 0.96

Warrants (Tables)

12 Months Ended

Dec. 31, 2022

Class of Warrant or Right [Line Items]

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

Significant inputs into the Black Scholes model used to value the Trinity Warrant liabilities at June 2, 2022, the exercise date, are as follows:


Valuation Assumptions - Trinity Warrant Liability		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)		9.000
Dividend yield		—%

Summary of vesting status of the Customer Warrant

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


	December 31,		December 31,
	2022		2021
Vested Customer warrants		1,340,297		1,072,237
Unvested Customer warrants		1,340,310		1,608,370

		2,680,607		2,680,607

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	December 31, 2022	Initial Recognition on March 2, 2022

Stock Price	$0.73	$9.43
Strike Price	$11.50	$11.50
Volatility (annual)	109.26%	30.66%
Risk-free rate	4.04%	1.74%
Estimated time to expiration (years)	4.172	5.000
Dividend yield	—%	—%

Fair Value Measurements - Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Inputs, Level 1
Assets:
Assets	$ 94,556
Liabilities:
Derivative liabilities	699	$ 0
Fair Value, Inputs, Level 1 \| Money Market Fund
Assets:
Assets	36,346
Fair Value, Inputs, Level 1 \| US Treasury Securities
Assets:
Assets	58,210
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 1 \| Earn out Liability
Liabilities:
Earn-out Liability	0
Fair Value, Inputs, Level 2
Assets:
Assets	26,713
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	3,571
Fair Value, Inputs, Level 2 \| Commercial Paper
Assets:
Assets	23,142
Fair Value, Inputs, Level 2 \| Earn out Liability
Liabilities:
Earn-out Liability	0
Fair Value, Inputs, Level 3
Assets:
Assets	2,229
Liabilities:
Derivative liabilities	2,274	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	1,206
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	699
Public Warrants \| Fair Value, Inputs, Level 2 \| Derivative
Liabilities:
Derivative liabilities	0
Public Warrants \| Fair Value, Inputs, Level 3 \| 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	1,068
Forward warrant agreement \| Fair Value, Inputs, Level 1
Assets:
Forward Warrant Agreement	0
Liabilities:
Derivative liabilities		0
Forward warrant agreement \| Fair Value, Inputs, Level 2
Assets:
Forward Warrant Agreement	0
Liabilities:
Derivative liabilities		0
Forward warrant agreement \| Fair Value, Inputs, Level 3
Assets:
Forward Warrant Agreement	$ 2,229
Liabilities:
Derivative liabilities		$ 230

Investments - Summary of Available For Sale Securities Continuous Unrealized Loss Position Fair Value (Detail) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 121,583
Gross Unrealized Holding Loss	(314)
Fair Value as	121,269
United States Treasury Securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	58,514
Gross Unrealized Holding Loss	(304)
Fair Value as	58,210
Corporate Bonds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	3,581
Gross Unrealized Holding Loss	(10)
Fair Value as	3,571
Commercial Papers
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	23,142
Gross Unrealized Holding Loss	0
Fair Value as	23,142
Money Market Funds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	36,346
Gross Unrealized Holding Loss	0
Fair Value as	$ 36,346

Business Combination - Summary of Consummation of the Business Combination (Detail)	12 Months Ended
	Dec. 31, 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]
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items]
Less: redemption of SNII Class A ordinary shares	(22,915,538)
Common Stock - SNII Class ordinary shares	11,584,462
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
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

Summary of Significant Accounting Policies - Additional Information (Detail)	11 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) OperatingSegment $ / shares shares	Jan. 01, 2022 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Cash equivalents	$ 0	$ 36,346,000
Number of operating segments \| OperatingSegment		1
Number of reporting segments \| OperatingSegment		1
Deferred offering costs	3,400,000	$ 700,000
Goodwill, impairment loss	$ 0	$ 5,377,000
Class of warrants or rights outstanding \| shares	2,680,607	2,680,607
Offering costs incurred		$ 2,300,000
Accumulated Deficit	$ (207,131,000)	(278,652,000)	$ 0
Adjustments To Deferred Rent			300,000
Operating Lease Liabilities		10,203,000	6,600,000
Operating Lease Right Of Use Asset	0	9,316,000	$ 6,300,000
Capitalized Software	0	0
Restricted Cash	$ 317,000	0
RGTI Common Stock Purchase Agreement [Member]
Summary Of Significant Accounting Policies [Line Items]
Offering costs incurred		$ 700,000
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
Private Placement Warrants [Member]
Summary Of Significant Accounting Policies [Line Items]
Class of warrants or rights exercise price of warrants or rights \| $ / shares		$ 11.5
Class of warrants or rights maturity period		5 years
Public Warrants [Member]
Summary Of Significant Accounting Policies [Line Items]
Class of warrants or rights outstanding \| shares		8,625,000
Class of warrants or rights exercise price of warrants or rights \| $ / shares		$ 11.5
Class of warrants or rights maturity period		5 years
Class of warrants or rights number of securities covered by each warrant or right \| shares		0.361
Derivative liabilities		$ 16,300,000
Financial liabilities at fair value		$ 700,000
Revenue from Rights Concentration Risk [Member] \| Revenue [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration Risk, Percentage	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	80.00%	81.30%
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
Rigetti Computing, Inc [Member] \| Minimum [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration Risk, Percentage	10.00%	10.00%

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	20. SUBSEQUENT EVENTS In February 2023, the Company announced an updated business strategy, including revisions to the Company’s technology roadmap. In connection with this updated strategy, the Company has implemented a workforce reduction in order to focus the organization and its resources on nearer-term strategic priorities. The reduction in workforce impacted approximately 50 employees or approximately 28 % of the Company’s workforce. The Company began implementing activities with respect to the revised business plan, updated technology roadmap and reduction in workforce in February 2023. Affected employees were offered separation benefits, including severance payments and temporary healthcare coverage assistance. The Company currently expects to incur restructuring charges of approximately $ 1.4 million for severance payments and temporary healthcare coverage to employees with respect to eliminated positions. Such restructuring charges are expected to be incurred and recorded in the first quarter of 2023.

Revenue Recognition

12 Months Ended

Dec. 31, 2022

Disaggregation of Revenue [Line Items]

Revenue Recognition

6. 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 year ended December 31, 2022, and the 11 months ended December 31, 2021:


	Year Ended December 31,		11 Months Ended December 31,
	2022		2021
Type of Goods or Service
Collaborative research and other professional services	$	9,917	$	5,849
Access to quantum computing systems		3,185		2,347

	$	13,102	$	8,196

Timing of Revenue Recognition
Revenue recognized at a point in time	$	—	$	—
Revenue recognized over time		13,102		8,196

	$	13,102	$	8,196

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


	December 31,			December 31,
	2022			2021
Trade receivables	$	6,143		$	962
Unbilled receivables	$	92		$	581
Deferred revenue	$	(961	)	$	(985	)

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


	Year Ended December 31,			11 Months Ended December 31,
	2022			2021
Balance at beginning of period	$	(985	)	$	(492	)
Deferral of revenue		(545	)		(904	)
Recognition of deferred revenue		569			411

Balance at end of period	$	(961	)	$	(985	)

Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of December 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $9.7 million. The Company expects to recognize estimated revenues related to performance obligations that are unsatisfied (or partially satisfied) in the amounts of approximately $7.9 million during the year ended December 31, 2023, and $1.8 million during the years ended December 31, 2024 and December 31, 2025.

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

340-40.

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

340-40

have historically been immaterial. Accordingly, the Company has not capitalized any contract fulfillment costs as of December 31, 2022 and December 31, 2021.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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-Paragraph 12
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Paragraph 12
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Description of Business - Additional Information (Detail) - $ / shares	Dec. 31, 2022	Mar. 02, 2022	Dec. 31, 2021
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001
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

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - Common Class A [Member] - shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	90,986,899	34,622,621
Convertible Series C-1 Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	23,218,320	0
Convertible Series C Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	54,478,033	0
Common Stock Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	1,822,319	14,444,127
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	11,468,227	8,845,903
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	0	11,332,591

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

8. LEASES

The Company leases a building, offices and equipment under various lease agreements with terms extending through 2029. Under the terms of the building and office leases the Company bears the costs for certain insurance, property taxes and maintenance, and the lease agreements provide for increasing rental payments at fixed intervals.

Components of lease costs, the weighted average remaining lease term and weighted average discount rate were as follows as of and for the year ended December 31, 2022:


Lease cost	December 31, 2022

Operating lease cost	$	2,513
Short-term lease cost		36
Sub-lease income		(194	)

Total lease cost	$	2,355


	Year Ended December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		$2,128
Right-of-use assets obtained in exchange for new and modified operating lease liabilities		$4,892
Weighted average remaining lease term - operating leases		5.87 years
Weighted average discount rate - operating leases		7.93 %


Year
2023	$	2,422
2024		2,288
2025		2,198
2026		1,524
2027		1,566
Thereafter		2,841

Total lease payments		12,839
Less: Imputed interest		(2,636	)

Present value of lease liabilities	$	10,203

Operating lease liabilities, current	$	2,345
Operating lease liabilities, noncurrent		7,858

	$	10,203

Prior to the adoption of Topic 842 on January 1, 2022, the Company accounted for its leases under Topic 840. The Company recognized rent expense on a straight-line basis over the lease term, taking into account adjustments for provisions such as free or escalating monthly rental payments or deferred payment terms such as rent holidays that defer the commencement date of required payments. The Company recorded the difference between cash rent payments and the recognition of rent expense as deferred rent. Rent expense under the Company’s operating leases was $1.5 million for the 11 months ended December 31, 2021.

Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 are

follows:


Year ending December 31,
2022	$	1,808
2023		901
2024		928
2025		956
2026		81

Total minimum future lease payments	$	4,674

Business Combination - Summary of Net proceeds from Business Combination and PIPE financing (Parenthetical) (Detail) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items]
Business combination transaction costs	$ 20,650	$ 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		16,700
Proceeds from business combination net of transaction costs paid	$ 0	$ 225,604

Common Stock (Tables)

12 Months Ended

Dec. 31, 2022

Class of Stock [Line Items]

Summary of Conversions of Stock

As of December 31, 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		17,243,811
Stock-Based Awards - RSUs Outstanding		11,332,591
Stock-Based Awards - Options Outstanding		8,845,903

Total		37,422,305

Leases - Summary of Components of Lease Costs (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Lease, Cost [Abstract]
Operating lease cost	$ 2,513
Short-term lease cost	36
Variable lease cost	(194)
Total lease cost	2,355
Operating cash flows from operating leases	2,128
Operating cash flows from operating leases	$ 4,892
Weighted average remaining lease term - operating leases	5 years 10 months 13 days
Weighted average discount rate - operating leases	7.93%

Segments - Summary of Revenue by Geography (Detail) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 8,196	$ 13,102
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%
US
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 5,826	$ 11,137
US \| Revenue from Rights Concentration Risk [Member] \| Revenue Benchmark [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration Risk, Percentage	71.10%	85.00%
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 2,370,000	$ 1,965,000
Europe [Member] \| Revenue from Rights Concentration Risk [Member] \| Revenue Benchmark [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration Risk, Percentage	28.90%	15.00%

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-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 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 3
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-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 28
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-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Supplemental Financial Statements Information - Summary Of Property Plant And Equipment Information (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 65,390	$ 41,330
Less: Accumulated depreciation and amortization	(25,860)	(18,832)
Property and equipment, net	39,530	22,497
Quantum computing fridges [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	30,218	17,190
Process equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	23,330	16,170
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	7,561	4,297
IT hardware [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	3,035	2,428
Furniture and other assets [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 1,246	$ 1,246

Segments (Tables)

12 Months Ended

Dec. 31, 2022

Rigetti Holdings Inc

Summary of Revenue by Geography

The following table presents a summary of revenue by geography for the year ended December 31, 2022, and 11 months ended 2021:


	Year Ended December 31, 2022				11 Months Ended December 31, 2021
	Amount		%		Amount		%
United States	$	11,137		85.0%	$	5,826		71.1%
Europe		1,965		15.0%		2,370		28.9%

	$	13,102		100.0%	$	8,196		100.0%

Warrants - Schedule Of Fair Value Of The Trinity Warrant liabilities Measured Using Black Scholes Approach (Detail)	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

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

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

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

Commitments and contingencies (Note 9)

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 21, 2022 and December 31, 2021, respectively

^[1]

Additional paid-in capital

429,025

135,549

Accumulated other comprehensive gain (loss)

(161)

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

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 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

^[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.

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2022

Disaggregation of Revenue [Line Items]

Summary of Disaggregation of Revenue

The


	Year Ended December 31,		11 Months Ended December 31,
	2022		2021
Type of Goods or Service
Collaborative research and other professional services	$	9,917	$	5,849
Access to quantum computing systems		3,185		2,347

	$	13,102	$	8,196

Timing of Revenue Recognition
Revenue recognized at a point in time	$	—	$	—
Revenue recognized over time		13,102		8,196

	$	13,102	$	8,196

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

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


	December 31,			December 31,
	2022			2021
Trade receivables	$	6,143		$	962
Unbilled receivables	$	92		$	581
Deferred revenue	$	(961	)	$	(985	)

Summary of Change in Contract with Customer, Asset and Liability

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


	Year Ended December 31,			11 Months Ended December 31,
	2022			2021
Balance at beginning of period	$	(985	)	$	(492	)
Deferral of revenue		(545	)		(904	)
Recognition of deferred revenue		569			411

Balance at end of period	$	(961	)	$	(985	)

Revenue Recognition - Additional Information (Detail) $ in Millions	Dec. 31, 2022 USD ($)
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligations	$ 9.7
Remainder Of Two Thousand And Twenty Three [Member]
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligations	7.9
2024[Member]
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligations	$ 1.8

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

15. FAIR VALUE MEASUREMENTS

The fair value measurements of financial assets and liabilities that

are

measured at fair value at December 31, 2022 and December 31, 2021 are as follows:


	December 31, 2022
	Level 1		Level 2		Level 3

Assets:
Cash equivalents:
Money Market Funds	$	36,346	$	—	$	—

Short-term investments:
United States Treasury Securities		58,210		—		—
Corporate Bonds		—		3,571		—
Commercial Paper		—		23,142		—
Forward warrant agreement		—		—		2,229

Total Assets	$	94,556	$	26,713	$	2,229

Liabilities:
Derivative warrant liability - Public Warrants	$	699	$	—	$	—
Derivative warrant liability - Private Warrants				—		1,068
Earn-out liability		—		—		1,206

Total Liabilities	$	699	$	—	$	2,274


	December 31, 2021
	Level 1		Level 2		Level 3
Liabilities:
Derivative warrant liability - Trinity Warrants	$	—	$	—	$	4,355
Forward warrant agreement		—		—		230

Total Liabilities	$	—	$	—	$	4,585

As of December 31, 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) Earnout liability.

The Company also has long-term debt and a line of credit that provides for variable interest, and therefore, the carrying value approximates the fair value. The carrying values as of December 31, 2022 and December 31, 2021, represent the original principal amounts borrowed less principal payments and debt issuance costs.

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 13 and 14 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 for the Trinity Warrants at fair value using a Black-Scholes option model with unobservable inputs including 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 year ended December 31, 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 year end December 31, 2022. The fair value estimates are based on pertinent information available to management as of December 31, 2022 and December 31, 2021. Although management is not aware of any factors, other than those noted above, that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for the purpose of these financial statements. Current estimates of fair value may differ from the amounts presented.

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


	Derivative warrant liability - Trinity Warrants			Derivative warrant liability - Private Warrants			Forward Warrant Agreement			Earn-out liability
Balance - January 31, 2021	$	—		$	—		$	—		$	—
Issuance		2,691			—			400			—
Change in fair values		1,664			—			(170	)		—


Balance - December 31, 2021	$	4,355		$	—		$	230		$	—

Initial measurement on March 2, 2022 upon Business Combination (Note 3)					9,612						20,413
Change in fair values		2,015			(8,544	)		(5,764	)		(19,207	)
Exercise of warrants		(6,370	)		—			3,305			—

Balance - December 31, 2022	$	—		$	1,068		$	(2,229	)	$	1,206

- Definition

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

+ References + Details

Goodwill - Additional Information (Detail) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, impairment loss	$ 0	$ 5,377

Equity Plans

12 Months Ended

Dec. 31, 2022

Share-based Payment Arrangement [Abstract]

Equity Plans

16. 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 the Company’s affiliates. The aggregate number of shares of common stock reserved for issuance under the 2022 Plan is 18,332,215 shares as of December 31, 2022. As of December 31, 2022, 4,748,116 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:


	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
Granted		1,750,000		$	0.96
Exercised		(2,768,568	)	$	0.27
Forfeited and expired		(1,603,804	)	$	0.27

Outstanding - December 31, 2022		8,845,903		$	0.38		7.2	$	3,103

Exercisable - December 31, 2022		5,464,027		$	0.40		7.2	$	1,780

On December 12, 2022 the Company granted to the CEO an equity award (“CEO award”) under its 2022 Plan that consisted of options to purchase a total of 1,750,000 shares of its common stock with an exercise price of $0.96 per share. Of the total stock options granted to the CEO, 1,250,000 have time-based vesting over 3 years and the remaining 500,000 have market-based vesting conditions. Compensation expense for the CEO award for the year ending December 31, 2022 was insignificant.

The weighted-average grant date fair value of options granted during the twelve months ended December 31, 2022 and 11 months ended December 31, 2021 was $0.81 and $3.43 respectively. The total intrinsic value of options exercised during the twelve months ended December 31, 2022 and 11 months ended December 31, 2021 is $9.9 million and $5.7 million, respectively.

As of December 31, 2022, there was $2.4 million of unrecognized compensation cost related to

non-vested

stock options granted under the 2013 and 2022 Plan, which is expected to be recognized over a weighted-average period o

f approximately 1.96 years.

Restricted Stock Units

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


	RSUs			Weighted Average Fair Value Per Share
Non-vested shares at December 31, 2021		5,388,455		$	3.93
Granted		17,782,607		$	4.92
Vested		(7,007,789	)	$	4.99
Forfeited		(4,830,682	)	$	5.03

Non-vested shares at December 31, 2022		11,332,591		$	4.36

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 was 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 twelve months ending December 31, 2022 and 11 months ended December 31, 2021 was $35.0 million and $0 respectively.

Stock-based compensation

expense related to RSUs granted to employees was $

42.7

million and $

for the twelve months ended December 31, 2022 and 11 months ended December 31, 2021, respectively. As of

December 31, 2022, the unrecognized compensation expense related to unvested RSUs was approximately $

41.9

million which is expected to be recognized over a weighted-average period of approximately

2.85

years.

Restricted Stock Awards

During the twelve months ended December 31, 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 twelve months ended December 31, 2022.

The table below summarizes the total stock-based compensation expenses for the year ended December 31, 2022 and 11 months ended December 31, 2021:


	Year Ended December 31, 2022		11 Months Ended December 31, 2021


Research and development	$	14,092	$	975
Selling and marketing expenses		2,109		106
General and administrative expenses		28,611		684

Total stock-based compensation expenses	$	44,812	$	1,765

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. Before the Company’s common stock was publicly traded, 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.

Stock options issued in 2022, including the options that are based on market conditions, did not have significant

impact on the stock-based compensation expense during the year ended December 31, 2022. The range of assumptions used in the Black-Scholes option-pricing model for time based options issued to employees and in Monte Carlo simulation model for market based options during the 12 months ended December 31, 2022 and 11 months ended December 31, 2021 are as follows:


	12 Months ended December 31, 2022						11 Months ended December 31, 2021
	Time based vesting awards			Market based vesting awards			11 Months ended December 31, 2021


Expected volatility		150	%		150	%		46.8	%
Weighted-average risk-free interest rate		3.77	%		3.76 %			1.07	%
Expected dividend yield		0	%		0	%		0	%
Expected term (in years)		5.85			5.0			6.1 years
Exercise price/Stock price	$	0.96		$	0.96		$	0.21

Summary of Significant Accounting Policies - Summary of Cash Cash Equivalents and Short Term Investments (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]
Cash	$ 21,542,000	$ 11,729,000
Cash equivalents	36,346,000	0
Restricted cash	0	317,000
Total cash and restricted cash	$ 57,888,000	$ 12,046,000

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

11 Months Ended

12 Months Ended

Dec. 31, 2021

Dec. 31, 2022

Dec. 31, 2021

Weighted average number of shares Contingently Issuable shares under earnout arrangement

3,059,273

Weighted-average common shares outstanding - Basic

^[1]

23,337,127

102,300,852

Weighted-average common shares outstanding - Diluted

^[1]

23,337,127

102,300,852

Warrant [Member]

Exercise price common stock of warrants or rights outstanding

$ 0.01

Weighted-average common shares outstanding - Basic

2,541,856

5,116,058

Weighted-average common shares outstanding - Diluted

2,541,856

5,116,058

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

Income Taxes - Summary of Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 61,313	$ 46,553
Accruals and reserves	160	147
Stock-based compensation	5,233	744
Research and development credits	11	11
Intangible assets	11,509	32
Gross deferred assets	80,733	47,487
Valuation allowance	(76,381)	(46,067)
Net deferred tax assets	0	0
ROU liability	2,507
Deferred tax liabilities:
Total deferred tax liabilities	(4,352)	(1,420)
Depreciation and amortization	(2,063)	(1,420)
ROU Asset	(2,289)
Total net deferred tax assets	$ 76,381	$ 46,067

Supplemental Financial Statements Information - Schedule of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Utilities	$ 1,818
Professional & subscription fees	2,044	$ 1,377
Property and other taxes	1,161	571
Subcontractor cost	804
Payroll and other payroll costs	781	962
Property and equipment	639
Others	626
Accrued interest	314	248
Deferred offering costs	18	648
Accounts payable and other accrued liabilities current	$ 8,205	$ 3,806

Equity Plans - Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Intrinsic Value (Detail) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Outstanding \| shares	11,468,275
Granted \| shares	1,750,000
Exercised \| shares	(2,768,568)
Forfeited and expired \| shares	(1,603,804)
Outstanding \| shares	8,845,903
Exercisable \| shares	5,464,027
Outstanding \| $ / shares	$ 0.36
Granted \| $ / shares	0.96
Exercised \| $ / shares	0.27
Forfeited and expired \| $ / shares	0.27
Outstanding \| $ / shares	0.38
Exercisable \| $ / shares	$ 0.4
Outstanding	7 years 2 months 12 days
Exercisable	7 years 2 months 12 days
Outstanding \| $	$ 3,103
Exercisable \| $	$ 1,780

Debt

12 Months Ended

Dec. 31, 2022

Debt

10. DEBT

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 15 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 13 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%

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 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 until April 1, 2022, and a defined exit fee for the additional $5.0 million to be at 20% of the advanced funds under the amendment. The company met the requirement to raise additional equity of $75

million through the business combination mentioned in Note 3. The Company paid an exit fee of $

1.0 million which is 20

% of the Tranche C amount upon the consummation of the merger. The exit fee was capitalized as a debt issuance cost and is amortized using the effective interest method over the life of Tranche C. 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.

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 20.75

– 26.83% for all tranches of the debt as of December 31, 2022.

The fair value of the debt is classified as Level 2. Given the maturity and variable interest rate on the debt, the book value approximates its fair value. Long term debt and the unamortized discount balances are as follows:


	December 31,			December 31,
	2022			2021

Outstanding principal amount	$	30,709		$	27,000
Add: accreted liability of final payment fee		407			125
Less: unamortized debt discount, long term		(990	)		(1,618	)
Less: current portion of long term debt-principal		(9,491	)		(1,291	)

Debt—net of current portion	$	20,635		$	24,216


Current portion of long term debt - principal	$	9,491		$	1,291
Less: current portion of unamortized debt discount		(1,188	)		(716	)

Debt—current portion	$	8,303		$	575

During the year ended December 31, 2022, the Company recorded interest expense of $

5.3

million, which includes the accretion of the end of term liability of $

0.3

million, the amortization of commitment fee asset of $

0.3

million and the amortization of debt issuance cost of $

0.9

million, respectively. The unamortized debt discount of $

2.2

million as of December 31, 2022 is offset against the carrying value of the term loan in the consolidated balance sheet.

During the 11 months ended December 31, 2021, the Company recorded interest expense of $

2.5

million, which includes the accretion of the end of term liability of $

0.1

million, the amortization of commitment fee asset of $

0.1

million and the amortization of debt issuance cost of $

0.5

million. The unamortized debt discount of $

2.3

million as of December 31, 2021 is offset against the carrying value of the term loan in the consolidated balance sheet.

Scheduled principal payments on total outstanding debt as of December 31, 2022 are as follows:


Year ending December 31,

2023	$	9,491
2024		13,007
2025		8,020
2026		191

	$	30,709

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


Year ending December 31,
2022	$	702
2023		8,682
2024		11,008
2025		6,608
2026		—

	$	27,000

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Long term debt and the unamortized discount


	December 31,			December 31,
	2022			2021

Outstanding principal amount	$	30,709		$	27,000
Add: accreted liability of final payment fee		407			125
Less: unamortized debt discount, long term		(990	)		(1,618	)
Less: current portion of long term debt-principal		(9,491	)		(1,291	)

Debt—net of current portion	$	20,635		$	24,216


Current portion of long term debt - principal	$	9,491		$	1,291
Less: current portion of unamortized debt discount		(1,188	)		(716	)

Debt—current portion	$	8,303		$	575

Scheduled principal payments on total outstanding debt

Scheduled principal payments on total outstanding debt as of December 31, 2022 are as follows:


Year ending December 31,

2023	$	9,491
2024		13,007
2025		8,020
2026		191

	$	30,709

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


Year ending December 31,
2022	$	702
2023		8,682
2024		11,008
2025		6,608
2026		—

	$	27,000

Leases - Additional Information (Detail) $ in Millions	11 Months Ended
Leases - Additional Information (Detail) $ in Millions	Dec. 31, 2021 USD ($)
Leases [Abstract]
Rent expenses	$ 1.5

Redeemable Convertible Preferred Stock	12 Months Ended
Redeemable Convertible Preferred Stock	Dec. 31, 2022
Temporary Equity [Line Items]
Redeemable Convertible Preferred Stock	11. 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).

Goodwill (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table sets forth the change in the carrying amount of goodwill for the Company for the year ended December 31, 2022:


January 1, 2021	$	5,377
Change		—


December 31, 2021		5,377
Impairment charge		(5,377	)

December 31, 2022	$	—

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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+ Details

Equity Plans - Schedule of Activity Related to Restricted Stock Units (Detail)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity [Line Items]
Weighted-Average Fair Value Per Share, Beginning balance \| $ / shares	$ 3.93
Weighted-Average Fair Value Per Share, Granted \| $ / shares	4.92
Weighted-Average Fair Value Per Share, Vested \| $ / shares	4.99
Weighted-Average Fair Value Per Share, Forfeited \| $ / shares	5.03
Weighted-Average Fair Value Per Share, Ending balance \| $ / shares	$ 4.36
Restricted Stock Units (RSUs) [Member]
Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity [Line Items]
Beginning balance \| shares	5,388,455
Number of Restricted Stock Units, Granted \| shares	17,782,607
Number of Restricted Stock Units, Vested \| shares	(7,007,789)
Number of Restricted Stock Units, Forfeited \| shares	(4,830,682)
Ending balance \| shares	11,332,591

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

11 Months Ended

12 Months Ended

Dec. 31, 2021

Dec. 31, 2022

Revenue

$ 8,196

$ 13,102

Cost of revenue

1,623

2,873

Total gross profit

6,573

10,229

Operating expenses:

Research and development

26,928

59,952

Sales and marketing

2,475

6,348

General and administrative

11,299

47,632

Goodwill impairment

5,377

Total operating expenses

40,702

119,309

Loss from operations

(34,129)

(109,080)

Other income (expense), net:

Interest expense

(2,465)

(5,286)

Interest income

2,433

Change in fair value of derivative warrant liabilities

(1,664)

22,132

Change in fair value of earn-out liability

19,207

Transaction costs

(927)

Other income

Total other income (expense), net

(4,112)

37,559

Net loss before provision for income taxes

(38,241)

(71,521)

Provision for income taxes

Net loss

$ (38,241)

$ (71,521)

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

^[1]

23,337,127

102,300,852

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

^[1]

23,337,127

102,300,852

Net loss per share attributable to common stockholders—basic

$ (1.64)

$ (0.7)

Net loss per share attributable to common stockholders—diluted

$ (1.64)

$ (0.7)

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

Business Combination - Additional Information (Detail) $ / shares in Units, $ in Millions		12 Months Ended
	Dec. 31, 2022 $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Mar. 02, 2022 shares	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		134,050,472
Preferred stock shares authorized \| shares	10,000,000	10,000,000	10,000,000	0
Common stock par or stated value per share	$ 0.0001	$ 0.0001		$ 0.0001
Common stock number of votes per share	1	1
Preferred stock, shares issued \| shares	0	0		0
Preferred stock, Outstanding \| shares	0	0		0
Preferred stock par or stated value per share	$ 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
Class of warrants or rights number of shares covered by each warrant or right in the resulting company due to business combination	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
Common stock shares exchange ratio	0.787	0.787
Common stock shares issued as a result of exchange \| shares	78,959,579	78,959,579
Number of trading days for determining the share price	20 days
One-time bonus \| $		$ 2.1
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
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
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
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
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 \| $						$ 102.5
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 \| $					$ 45.0

Summary of Significant Accounting Policies - Summary Of Earnings Per Share Basic And Diluted (Detail) - Customer Concentration Risk [Member] - Revenue Benchmark [Member]	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Customer A [Member]
Schedule of Transition Period Comparative Data [Line Items]
Concentration Risk, Percentage	16.00%	33.00%
Customer B [Member]
Schedule of Transition Period Comparative Data [Line Items]
Concentration Risk, Percentage	20.00%	18.00%
Customer C [Member]
Schedule of Transition Period Comparative Data [Line Items]
Concentration Risk, Percentage	15.00%	15.00%
Customer D [Member]
Schedule of Transition Period Comparative Data [Line Items]
Concentration Risk, Percentage	29.00%	14.00%
Customer E [Member]
Schedule of Transition Period Comparative Data [Line Items]
Concentration Risk, Percentage		11.00%
Customer F [Member]
Schedule of Transition Period Comparative Data [Line Items]
Concentration Risk, Percentage	17.00%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2022 and December 31, 2021 are as follows:


	December 31, 2022
	Level 1		Level 2		Level 3

Assets:
Cash equivalents:
Money Market Funds	$	36,346	$	—	$	—

Short-term investments:
United States Treasury Securities		58,210		—		—
Corporate Bonds		—		3,571		—
Commercial Paper		—		23,142		—
Forward warrant agreement		—		—		2,229

Total Assets	$	94,556	$	26,713	$	2,229

Liabilities:
Derivative warrant liability - Public Warrants	$	699	$	—	$	—
Derivative warrant liability - Private Warrants				—		1,068
Earn-out liability		—		—		1,206

Total Liabilities	$	699	$	—	$	2,274


	December 31, 2021
	Level 1		Level 2		Level 3
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 December 31, 2022 and December 31, 2021 are as follows:


	Derivative warrant liability - Trinity Warrants			Derivative warrant liability - Private Warrants			Forward Warrant Agreement			Earn-out liability
Balance - January 31, 2021	$	—		$	—		$	—		$	—
Issuance		2,691			—			400			—
Change in fair values		1,664			—			(170	)		—


Balance - December 31, 2021	$	4,355		$	—		$	230		$	—

Initial measurement on March 2, 2022 upon Business Combination (Note 3)					9,612						20,413
Change in fair values		2,015			(8,544	)		(5,764	)		(19,207	)
Exercise of warrants		(6,370	)		—			3,305			—

Balance - December 31, 2022	$	—		$	1,068		$	(2,229	)	$	1,206

Description of Business

12 Months Ended

Dec. 31, 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 cash. 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 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”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. All dollar amounts in tables, except share and per share amounts, in the notes to the consolidated financial statements are presented in thousands unless otherwise noted.

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.

Based on our forecasts, we believe that our existing cash and cash equivalents and available for sale investments will be sufficient to meet our anticipated operating cash needs for at least the next 12 months from the issuance of these financial statements based on our current business plan and expectations and assumptions considering current macroeconomic conditions.

COVID-19

and Macroeconomic Conditions

— As of December 31, 2022, and December 31, 2021, the Company’s financial position was not significantly impacted by 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. Global economic conditions have been worsening, with disruptions to, and volatility in, the credit and financial markets, disruption to banking systems, 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. Rigetti’s fiscal year 2021 covers a period of 11 months starting from February 1, 2021 and ending on December 31, 2021.