0001193125-23-142055 | 10-Q | XBRL Viewer

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Investments (Tables)

3 Months Ended

Mar. 31, 2023

Investments, Debt and Equity Securities [Abstract]

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

The amortize

d cost, gross unrealized holding gains and losses included in other comprehensive income and the fair value of the

available-for-sale

fixed income securities at March 31, 2023 and December 31, 2022 are presented in the tables below.


	March 31, 2023
(In thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Cash equivalents
Money market funds	$	21,785	$	—	$	—		$	21,785
Available-for-sale investments
U.S. treasury securities	$	35,740	$	2	$	(133	)	$	35,609
U.S. government agency bonds		36,829		58		(3	)		36,884
Commercial paper		23,356		—					23,356

Available-for-sale investments – short-term	$	95,925	$	60	$	(136	)	$	95,849


	December 31, 2022
(In thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Cash equivalents
Money market funds	$	36,346	$	—	$	—		$	36,346
Available-for-sale investments
U.S. treasury securities	$	58,514	$	—	$	(304	)	$	58,210
Corporate bonds		3,581		—		(10	)		3,571
Commercial paper		23,142		—		—			23,142

Available-for-sale investments – short-term	$	85,237	$	—	$	(314	)	$	84,923

Common Stock - Summary of Conversions of Stock (Detail)	Mar. 31, 2023 shares
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	34,918,385
Stock-Based Awards—Options Outstanding
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	6,120,084
Stock-Based Awards—RSUs Outstanding
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	11,682,373
Common Stock Warrants
Conversion of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	17,115,928

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net loss	$ (23,354)	$ (17,642)
Other comprehensive income (loss):
Foreign currency translation adjustments	(83)	9
Unrealized gains on available-for-sale debt securities	238	0
Total other comprehensive income before income taxes	155	9
Income taxes	0	0
Total other comprehensive income after income taxes	155	9
Total comprehensive loss	$ (23,199)	$ (17,633)

- Definition

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

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- Definition

Amount before tax, after reclassification adjustments of other comprehensive income (loss).

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Amount after tax and reclassification adjustments of other comprehensive income (loss).

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- Definition

Amount of tax expense (benefit) allocated to other comprehensive income (loss).

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+ Details

Business Combination - Additional Information (Detail) $ / shares in Units, $ in Thousands		3 Months Ended
	Mar. 31, 2023 $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) shares	Dec. 31, 2022 $ / shares shares	Mar. 02, 2022 $ / shares shares	Dec. 23, 2021 USD ($) $ / shares shares	Dec. 01, 2021 USD ($) $ / shares
Business Acquisition, Contingent Consideration [Line Items]
Common stock shares authorized \| shares	1,000,000,000	1,000,000,000		1,000,000,000	1,000,000,000
Preferred stock shares authorized \| shares	10,000,000	10,000,000		10,000,000	10,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Common stock number of votes per share	1	1
Preferred stock, shares issued \| shares	0	0	0	0
Preferred stock, Outstanding \| shares	0	0	0	0
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Class of warrants or rights outstanding exercise price per share of the resulting company due to business combination	11.5	11.5
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
Proceeds from Business Combination, net of transaction costs paid \| $		$ 225,604	$ 225,604
One-time bonus \| $		2,100
Sponsor Agreement [Member]
Business Acquisition, Contingent Consideration [Line Items]
Proceeds from Business Combination, net of transaction costs paid \| $		$ 19,750
Common Class A [Member]
Business Acquisition, Contingent Consideration [Line Items]
Common stock of previous company converted into current company common stock par or stated value per share	$ 0.0001	$ 0.0001
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 \| $							$ 102,500
Supernova Acquistion [Member] \| Subsequent Subscription Agreement [Member] \| Private Investment In Public Equity Investors [Member]
Business Acquisition, Contingent Consideration [Line Items]
Common stock shares subscribed but not issued \| shares						4,390,244
Shares issued price per share						$ 10.25
Common stock shares subscribed but not issued value \| $						$ 45,000

Income Taxes

3 Months Ended

Mar. 31, 2023

Income Taxes

16. INCOME TAXES:

The Company did not record income tax expense for the three months ended March 31, 2023 or the three months ended March 31, 2022 due to the Company’s loss position and full valuation allowance.

The effective tax rate differs from the statutory rate, primarily due to the Company’s history of incurring losses, which have not been benefited, the foreign rate differential related to subsidiary earnings, and other permanent differences. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain.

The Company has deferred tax assets as a result of temporary differences between the taxable income on its tax returns and U.S. GAAP income, R&D tax credit carry forwards and federal and state net operating loss carry forwards. A deferred tax asset generally represents future tax benefits to be received when temporary differences previously reported in the Company’s consolidated financial statements become deductible for income tax purposes, when net operating loss carry forwards could be applied against future taxable income, or when tax credit carry forwards are utilized in the Company’s tax returns. 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.

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.

- 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.

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Net Loss Per Share - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net Loss (Basic)	$ (23,354)	$ (17,642)
Net Loss (Diluted)	$ (23,354)	$ (17,642)
Weighted-average Class A Common Stock outstanding, Basic	124,778	53,692
Weighted-average Class A Common Stock outstanding, Diluted	124,778	53,692
Basic	$ (0.19)	$ (0.33)
Diluted	$ (0.19)	$ (0.33)

- Definition

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

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

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Restructuring and severance

3 Months Ended

Mar. 31, 2023

Restructuring Charges [Abstract]

Restructuring and severance

17. RESTRUCTURING AND SEVERANCE:

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 the workforce impacted approximately 50 employees or approximately 28%

of the Company’s then workforce. Affected employees were offered separation benefits, including severance payments and temporary healthcare coverage assistance. The Company began implementing activities with respect to the revised business plan, updated technology roadmap and reduction in workforce in February 2023.

The following table presents a summary of restructuring activities in the three months ended March 31, 2023:


	(in thousands)
Initial restructuring charge recorded in February 2023	$	991
Payments in the three months ended March 31, 2023		(853	)
Balance at March 31, 2023	$	138

The Company currently expects that the remaining balance in its restructuring accrual at March 31, 2023 will be paid by September 30, 2023.

In addition to the charge for restructuring, the Company also incurred $1.0

million for contractual severance benefits related to executive officers of the Company that were terminated in the three months ended March 31, 2023. These amounts will be paid out on a monthly basis through February 2024.

Share-based Compensation - (Tables)

3 Months Ended

Mar. 31, 2023

Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Intrinsic Value [Table Text Block]

The following is a summary of stock option activity in the three months ended March 31, 2023:


	Options Outstanding			Weighted Average Exercise Price Per Share
Outstanding, December 31, 2022		8,845,903		$	0.38
Granted		500,000			0.60
Exercised		(2,860,010	)		0.27
Forfeited		(365,809	)		0.27
Expired		—			—

Outstanding, March 31, 2023		6,120,084		$	0.58

Exercisable, March 31, 2023		2,785,023		$	0.27

Schedule of Activity Related to RSUs

The following is a summary of activity in RSUs in the three months ended March 31, 2023:


Restricted stock units	Shares			Weighted Average Grant Date Fair Value
Non-vested at December 31, 2022		11,332,591		$	4.36
Granted		4,769,545			0.57
Forfeited		(3,486,438	)		4.64
Vested		(933,325	)		4.16

Non-vested at March 31, 2023		11,682,373		$	2.74

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

The table below summarizes total stock-based compensation expenses in the three months ended March 31, 2023 and March 31, 2022:


	Three Months Ended March 31,
(In thousands)	2023			2022
Research and development	$	1,527		$	2,389
Selling and marketing expenses		(453	)		441
General and administrative expenses		629			8,651

Total stock-based compensation expenses	$	1,703		$	11,481

Restricted Stock Units

Schedule Of Share Based Payment Award Stock Options Valuation Assumptions


Valuation Assumptions	Market-based Performance RSUs

Stock price	$	0.60
Simulated trading days		1,260
Annual volatility		140.5	%
Risk-free rate		3.63	%
Estimated time to expiration (years)		5.00

Stock-Based Awards—Options Outstanding

Schedule Of Share Based Payment Award Stock Options Valuation Assumptions


Valuation Assumptions	Time-based Stock Option Grants
Stock price	$	0.60
Strike price	$	0.60
Annual volatility		140.5	%
Risk-free rate		3.54	%
Expected term (years)		6.02

Financing Arrangements - Scheduled principal payments on total outstanding debt (Detail) - Rigetti Computing, Inc [Member] - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
2023	$ 7,693	$ 9,491
2024	13,007	13,007
2025	8,020	8,020
2026	191	191
Loan payable, long term	$ 28,911	$ 30,709

- Definition

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

+ References + Details

Concentrations, significant customers and geographic areas - Summary of revenue by geography (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Concentration Risk [Line Items]
Revenues	$ 2,201	$ 2,104
Revenue from Rights Concentration Risk [Member] \| Revenue [Member] \| United States
Concentration Risk [Line Items]
Revenues	2,039	1,900
Revenue from Rights Concentration Risk [Member] \| Revenue [Member] \| Europe
Concentration Risk [Line Items]
Revenues	$ 162	$ 204

- 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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Restructuring and severance - Additional Information (Detail) $ in Thousands		3 Months Ended
	Feb. 28, 2023 USD ($) Employees	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
Restructuring Charges [Abstract]
Number Of Employees \| Employees	50
Percentage Of Reduction In Employees	28.00%
Restructuring Charges \| $	$ 991	$ 991	$ 0

Warrants - Summary of Vesting Status of the Customer Warrant (Detail) - shares	Mar. 31, 2023	Dec. 31, 2022
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding	2,680,607	2,680,607
Vested Customer Warrants shares [Member]
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding	1,340,297	1,340,297
Unvested Customer Warrants shares [Member]
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding	1,340,310	1,340,310

Forward Warrant Agreement (Tables)

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 and December 31, 2022:


Valuation Assumptions	March 31, 2023			December 31, 2022
Holding period (in years)		0.517			0.767
Risk-free rate		4.87	%		4.69	%
Probability of the contingency occurring		25	%		50	%
Underlying value per share	$	0.72		$	0.73

Warrants (Tables)

3 Months Ended

Mar. 31, 2023

Class of Warrant or Right [Line Items]

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


Valuation Assumptions	March 31, 2023			December 31, 2022			March 2, 2022
Stock price	$	0.72		$	0.73		$	9.43
Simulated trading days		988			1,050			1,198
Annual volatility		130.7	%		109.30	%		30.50	%
Risk-free rate		3.68	%		4.04	%		1.74	%
Estimated time to expiration (years)		3.92			4.17			5.00

Summary of vesting status of the Customer Warrant

The vesting status of the Customer Warrant at March 31, 2023 and December 31,2022 was as follows:


	March 31, 2023		December 31, 2022
Vested Customer Warrant shares		1,340,297		1,340,297
Unvested Customer Warrant shares		1,340,310		1,340,310

		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

Significant inputs into the Black-Scholes option-pricing models used to value the Private Warrants at March 31, 2023, December 31, 2022 and March 2, 2022 (initial recognition) are as follows:


Valuation Assumptions	March 31, 2023			December 31, 2022			March 2, 2022
Stock Price	$	0.72		$	0.73		$	9.43
Strike Price	$	11.50		$	11.50		$	11.50
Volatility (annual)		138.16	%		109.26	%		30.66	%
Risk-free rate		3.679	%		4.04	%		1.74	%
Estimated time to expiration (years)		3.922			4.172			5.000
Dividend yield		—	%		—	%		—	%

Trinity Warrants [Member]

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 option pricing model used to value the Trinity Warrants at March 31, 2022 were as follows:


Valuation Assumptions	March 31, 2022
Stock price	$	6.30
Strike price	$	0.27
Annual volatility		105.10	%
Risk-free rate		2.29	%
Estimated time to expiration (years)		9.000
Dividend yield		—	%

Earn-Out Liability (Tables)

3 Months Ended

Mar. 31, 2023

Earnout Liability [Abstract]

Summary of Significant Inputs of Earnout Liability Based on Monte Carlo Simulation Models


Valuation Assumptions	March 31, 2023			December 31, 2022			March 2, 2022
Stock price	$	0.72		$	0.73		$	9.43
Simulated trading days		988			1,050			1,198
Annual volatility		130.7	%		109.30	%		30.50	%
Risk-free rate		3.68	%		4.04	%		1.74	%
Estimated time to expiration (years)		3.92			4.17			5.00

Earn-Out Liability - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Earnout Liability [Abstract]
Earn-out Liability At Fair Value	$ 1,500		$ 1,200
Change in fair value of earn-out liability	$ 281	$ (5,991)

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 and December 31, 2022 are as follows:


	March 31, 2023
(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents:
Money market funds	$	21,785	$	—	$	—
Short-term investments:
U.S. treasury securities		35,609		—		—
U.S. government agency bonds		—		36,884		—
Commercial paper		—		23,356		—
Forward warrant agreement		—		—		1,129

Total Assets	$	57,394	$	60,240	$	1,129

Liabilities
Derivative warrant liability – Public Warrants	$	949	$	—	$	—
Derivative warrant liability – Private Warrants		—		—		1,691
Earn-out liabilities		—		—		1,487

Total Liabilities	$	949	$	—	$	3,178


	December 31, 2022
(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash Equivalents:
Money Market Funds	$	36,346	$	—	$	—
Short-term investments:
U.S 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 liabilities		—		—		1,206

Total Liabilities	$	699	$	—	$	2,274

Change in Fair Value of Derivative Liabilities

A summary of the changes in the fair value of the Company’s Level 3 financial instruments in the three months ended March 31, 2023 and March 31, 2022 are as follows:


(in thousands)	Derivative warrant liability – Trinity Warrants		Derivative warrant liability – Private Warrants		Forward Warrant Agreement			Earn-out Liability
Balance – December 31, 2022	$	—	$	1,068	$	(2,229	)	$	1,206
Change in fair values		—		623		1,100			281

Balance – March 31, 2023	$	—	$	1,691	$	(1,129	)	$	1,487

Balance – December 31, 2021	$	4,355	$	—	$	230		$	—
Initial measurement upon Business Combination March 2, 2022 (Note 3)		—		9,612		—			20,413
Change in fair values		517		801		(2,970	)		(5,991	)

Balance – March 31, 2022	$	4,872	$	10,413	$	(2,740	)	$	14,422

Business Combination - Summary of Consummation of the Business Combination (Detail)	3 Months Ended
	Mar. 31, 2023 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

Restructuring and severance (Tables)

3 Months Ended

Mar. 31, 2023

Restructuring Charges [Abstract]

Summary of restructuring activities

The following table presents a summary of restructuring activities in the three months ended March 31, 2023:


	(in thousands)
Initial restructuring charge recorded in February 2023	$	991
Payments in the three months ended March 31, 2023		(853	)
Balance at March 31, 2023	$	138

Forward Warrant Agreement

3 Months Ended

Mar. 31, 2023

Temporary Equity [Line Items]

Forward Warrant Agreement

13. FORWARD WARRANT AGREEMENT

In connection with the execution of the Merger Agreement in October 2021 (See Note 1), Rigetti entered into a warrant subscription agreement (“Forward Warrant Agreement”) with a strategic partner, Ampere Computing LLC (“Ampere”) for the purchase of a warrant for an aggregate purchase price (including amounts from exercise) of $

10.0

million. The Forward Warrant Agreement provides for the issuance of a warrant for the purchase of

up to

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 Forward

Warrant 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 on a stock exchange, provided that if the listing has not occurred by the second anniversary of the Forward Warrant 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. The Forward Warrant 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 which was declared effective 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 at inception using the Forward Contract Pricing methodology. The Forward Warrant Agreement was subsequently

re-measured

at each reporting period using the Forward Contract Pricing methodology with the change in fair value recorded in general and administrative expense in the condensed consolidated statement of operations.

The calculated fair value of the Forward Warrant Agreement was a derivative asset at March 31, 2023 and December 31, 2022 of $

1.1

million and $

2.2

million, respectively. The change in the fair value of the Forward Warrant Agreement included in general and administrative expense in the three months ended March 31, 2023 and March 31, 2022 was a loss of $

1.1

million and a gain of $

6.0

million, respectively.

The following table represents key valuation assumptions as of March 31, 2023 and December 31, 2022:


Valuation Assumptions	March 31, 2023			December 31, 2022
Holding period (in years)		0.517			0.767
Risk-free rate		4.87	%		4.69	%
Probability of the contingency occurring		25	%		50	%
Underlying value per share	$	0.72		$	0.73

In the three months ended March 31, 2023, the Company reduced the estimated probability of occurrence for the Forward Warrant Agreement from

50% to 25% due to less than favorable market conditions and reduced time until expiration.

Share-based Compensation - Schedule of Activity Related to Restricted Stock Units (Detail)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity [Line Items]
Beginning balance \| shares	11,332,591
Number of Restricted Stock Units, Granted \| shares	4,769,545
Number of Restricted Stock Units, Vested \| shares	(933,325)
Number of Restricted Stock Units, Forfeited \| shares	(3,486,438)
Ending balance \| shares	11,682,373
Weighted-Average Fair Value Per Share, Beginning balance \| $ / shares	$ 4.36
Weighted-Average Fair Value Per Share, Granted \| $ / shares	0.57
Weighted-Average Fair Value Per Share, Vested \| $ / shares	4.16
Weighted-Average Fair Value Per Share, Forfeited \| $ / shares	4.64
Weighted-Average Fair Value Per Share, Ending balance \| $ / shares	$ 2.74

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 26,117	$ 57,888
Available-for-sale investments	95,849	84,923
Accounts receivable	5,320	6,235
Prepaid expenses and other current assets	1,756	2,450
Forward contract—assets	1,129	2,229
Deferred offering costs	94	742
Total current assets	130,265	154,467
Property and equipment, net	42,575	39,530
Operating lease – right-of-use assets, net	8,937	9,316
Other assets	130	129
Total assets	181,907	203,442
Current liabilities:
Accounts payable	1,664	1,938
Accrued expenses and other current liabilities	8,731	8,205
Deferred revenue	559	961
Debt – current portion	9,685	8,303
Operating lease liabilities—current	2,350	2,345
Total current liabilities	22,989	21,752
Debt – net of current portion	17,846	20,635
Operating lease liabilities – noncurrent	7,479	7,858
Derivative warrant liabilities	2,640	1,767
Earn-out liabilities	1,487	1,206
Total liabilities	52,441	53,218
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, none outstanding	0	0
Common stock, par value $0.0001 per share, 1,000,000,000 shares authorized, 129,171,170 shares issued and outstanding at March 31, 2023 and 125,257,233 shares issued and outstanding at December 31, 2022	12	12
Additional paid-in capital	431,466	429,025
Accumulated other comprehensive loss	(6)	(161)
Accumulated deficit	(302,006)	(278,652)
Total stockholders' equity	129,466	150,224
Total liabilities and stockholders' equity	$ 181,907	$ 203,442

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2023

Disaggregation of Revenue [Line Items]

Summary of Disaggregation of Revenue

The following tables depict the disaggregation of revenue according to the type of good or service and timing of transfer of goods or services for the three months ended March 31, 2023 and March 31, 2022:


	Three Months Ended March 31,
(In thousands)	2023		2022
Collaborative research and other professional services	$	1,811	$	1,515
Access to quantum computing systems		390		589

	$	2,201	$	2,104



	Three Months Ended March 31,
(In thousands)	2023		2022
Revenue recognized at a point in time	$	—	$	—
Revenue recognized over time		2,201		2,104

	$	2,201	$	2,104

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

Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of March 31, 2023 and December 31, 2022 were as follows:


(In thousands)	March 31, 2023			December 31, 2022
Trade receivables	$	4,646		$	6,143
Unbilled receivables	$	674		$	92
Deferred revenue	$	(559	)	$	(961	)

Summary of Change in Contract with Customer, Asset and Liability

Changes in deferred revenue from contracts with customers were as

follows:


	Three Months Ended March 31,
(In thousands)	2023			2022
Balance at beginning of period	$	(961	)	$	(985	)
Deferral of revenue		—			(92	)
Recognition of deferred revenue		402			558

Total deferred revenue at end of period	$	(559	)	$	(519	)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (23,354)	$ (17,642)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,089	1,390
Stock-based compensation	1,703	11,481
Change in fair value of earn-out liabilities	281	(5,991)
Change in fair value of derivative warrant liabilities	873	(3,771)
Change in fair value of forward contract	1,100	(2,970)
Impairment of deferred offering costs	742	0
Amortization of debt issuance costs	237	236
Accretion of available-for-sale securities	(506)	0
Accretion of debt commitment fee asset	82	46
Accretion of debt end-of-term liabilities	72	47
Non-cash lease expense	379	0
Changes in operating assets and liabilities:
Accounts receivable	915	282
Prepaid expenses and other current assets	694	(3,054)
Other assets	(1)	(918)
Deferred revenue	(402)	(466)
Accounts payable	(484)	1,482
Accrued expenses and other current liabilities	32	4,084
Other liabilities	0	43
Net cash used in operating activities	(15,548)	(15,721)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(4,804)	(2,836)
Purchases of available-for-sale securities	(38,528)	0
Maturities of available-for-sale securities	28,346	0
Net cash used in investing activities	(14,986)	(2,836)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Business Combination, net of transaction costs paid	225,604	225,604
Transaction costs paid directly by Rigetti	0	(16,731)
Proceeds from issuance of notes payable	0	5,000
Payment on principal of notes payable	(1,798)	0
Payments on deferred offering costs	(107)	0
Payments on debt issuance costs	0	(30)
Payment on loan and security agreement exit fees	0	(1,000)
Proceeds from issuance of common stock upon exercise of stock options and warrants	751	602
Net cash (used in) provided by financing activities	(1,154)	213,445
Effects of exchange rate changes on cash and cash equivalents	(83)	9
Net (decrease) increase in cash and cash equivalents	(31,771)	194,897
Cash and cash equivalents – beginning of period	57,888	12,046
Cash and cash equivalents – end of period	26,117	206,943
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	1,072	878
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Initial fair value of earn-out liability acquired in merger	0	20,413
Initial fair value of private placement and public warrant liability acquired in merger	0	22,932
Unrealized gain on short-term investments	238	0
Capitalization of deferred costs to equity upon share issuance	13	0
Purchases of property and equipment recorded in accounts payable	210	0
Purchases of property and equipment recorded in accrued expenses	$ 120	$ 0

Share-based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Stock-based compensation expense	$ 1,703	$ 11,481
weighted-average grant date fair value of options granted	$ 0.55
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 900
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	1,300
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value	1,200	$ 4,700
Amount of cost not yet recognized for nonvested award	$ 2,200
Weighted-average period over which cost not yet recognized	2 years 2 months 4 days
Share based compensation stock options granted	500,000	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value	$ 700
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested in Period Fair Value	$ 8,500
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 0.57
Share Price	$ 0.01
Proceeds from stock options exercised	$ 800	$ 600
Exercisable	7 years 2 months 4 days
Outstanding	8 years 18 days
Common stock, capital shares reserved for future issuance	34,918,385
Restricted Stock Units
Stock-based compensation expense	$ 1,300	11,200
Amount of cost not yet recognized for nonvested award	$ 27,300
Weighted-average period over which cost not yet recognized	3 years 4 months 24 days
Number of consecutive trading days within which award will be vested	30 days
Number of trading days within which award will be vested	20 days
Common stock, capital shares reserved for future issuance	11,682,373
Restricted Stock Units \| Market Based Vesting Restricted Stock Units [Member]
Number of shares issued under share-based payment arrangement.	3,850,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 0.56
Restricted Stock Units \| Time Based Vesting Restricted Stock Units [Member]
Number of shares issued under share-based payment arrangement.	919,545
Restricted Stock Units \| Maximum [Member]
Share based compensation stock options vesting period	4 years
Restricted Stock Units \| Minimum [Member]
Share based compensation stock options vesting period	1 year
Restricted Stock Units \| Share Price Equal or Exceeds Above Dollar Four Per Share [Member]
Share Price	$ 4
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	50.00%
Restricted Stock Units \| Share Price Equal or Exceeds Above Dollar Two Per Share [Member]
Share Price	$ 2
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	50.00%
Stock-Based Awards—Options Outstanding
Stock-based compensation expense	$ 400	$ 300
Common stock, capital shares reserved for future issuance	6,120,084
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	20,184,797
Common stock, capital shares reserved for future issuance	9,899,540

Earn-Out Liability

3 Months Ended

Mar. 31, 2023

Earnout Liability [Abstract]

Earn-Out Liability

EARN-OUT

LIABILITY

At the closing of the Business Combination, the Sponsor subjected the Sponsor Vesting Shares to forfeiture as of the Closing Date for a five-year period following the Closing, with vesting occurring only if thresholds related to the weighted average price of Common Stock are met as described above in Note 3. Business Combination (the “Earn-Out Triggering Events”). Any such shares held by the Sponsor that have not vested by the fifth anniversary of the Closing will be forfeited.

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

Earn-Out

Triggering Events that determine the number of Sponsor Vesting Shares to be earned back by the 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. The

Earn-out

liability is adjusted to fair value each reporting period using the Monte Carlo simulation model until such time as the

Earn-Out

Triggering Events are achieved or the Sponsor Vesting Shares are forfeited.

The calculated fair value of the Earn-out liability with respect to the Sponsor Vesting Shares at March 31, 2023 and December 31, 2022

was

1.5

million and $

1.2

million, respectively. The change in the fair value of the

Earn-out

liabilit

y included in the condensed consolidated statements of operations in the three months ended March 31, 2023 and March 31, 2022 was a loss of $0.3 million and a gain of $6.0 million, respectively.

Significant inputs into the Monte Carlo simulation models at March 31, 2023, December 31, 2022 and March 2, 2022 (the initial recognition) are as follows:


Valuation Assumptions	March 31, 2023			December 31, 2022			March 2, 2022
Stock price	$	0.72		$	0.73		$	9.43
Simulated trading days		988			1,050			1,198
Annual volatility		130.7	%		109.30	%		30.50	%
Risk-free rate		3.68	%		4.04	%		1.74	%
Estimated time to expiration (years)		3.92			4.17			5.00

Common Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended
	Sep. 14, 2022	Aug. 11, 2022	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Mar. 02, 2022
Conversion of Stock [Line Items]
Common Stock, Shares Authorized			1,000,000,000	1,000,000,000		1,000,000,000
Common Stock, Voting Rights			one vote
Preferred stock, authorized			10,000,000	10,000,000		10,000,000
Preferred stock, shares issued			0	0	0
Preferred stock, Outstanding			0	0	0
Common Stock, Shares, Outstanding	1,000,000	23,648,889	129,171,170	125,257,233
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%
Purchase agreement impairment of deferred financing costs			$ 0.7
Share price			$ 0.01
Common Stock Purchase Agreement [Member]
Conversion of Stock [Line Items]
Stock issued during period, shares, issued for services		171,008
Share price			$ 1
Common Class A [Member] \| Common Stock Purchase Agreement [Member]
Conversion of Stock [Line Items]
Common Stock, Value, Subscriptions		$ 75.0

Restructuring and severance - Summary of restructuring activities (Detail) - USD ($) $ in Thousands		3 Months Ended
	Feb. 28, 2023	Mar. 31, 2023	Mar. 31, 2022
Restructuring Charges [Abstract]
Initial restructuring charge recorded in February 2023	$ 991	$ 991	$ 0
Payments in the three months ended March 31, 2023		(853)
Balance at March 31, 2023		$ 138

Share-based Compensation - Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Intrinsic Value (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Outstanding	8,845,903
Granted	500,000	0
Exercised	(2,860,010)
Forfeited	(365,809)
Expired	0
Outstanding	6,120,084
Exercisable	2,785,023
Outstanding	$ 0.38
Granted	0.6
Exercised	0.27
Forfeited	0.27
Expired	0
Outstanding	0.58
Exercisable	$ 0.27

Fair Value Measurements - Additional Information (Detail) - Measurement Input Estimated Probability of Occurrence [Member] - Forward Warrant [Member]	Mar. 31, 2023 Percentage
Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	50
Minimum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	25

Description of Business - Additional Information (Detail) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Mar. 02, 2022
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 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

Share-based Compensation - Schedule Of Share Based Payment Award Stock Options Valuation Assumptions (Detail)	3 Months Ended
	Mar. 31, 2023 $ / shares
Restricted Stock Units
Stock price	$ 0.6
Annual volatility	140.50%
Simulated trading days	1260 days
Risk-free rate	3.63%
Expected term (years)	5 years
Stock-Based Awards—Options Outstanding
Stock price	$ 0.6
Strike price	$ 0.6
Annual volatility	140.50%
Risk-free rate	3.54%
Expected term (years)	6 years 7 days

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2023	May 05, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Registrant Name	RIGETTI COMPUTING, INC.
Entity Central Index Key	0001838359
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40140
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		129,822,687
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	RGTI
Security Exchange Name	NASDAQ
Public Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	RGTIW
Security Exchange Name	NASDAQ

Revenue Recognition - Additional Information (Detail) $ in Millions	Mar. 31, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligations	$ 7.5
Remainder Of Two Thousand And Twenty Three [Member]
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligations	5.6
2024[Member]
Disaggregation of Revenue [Line Items]
Transaction price allocated to remaining performance obligations	$ 1.9

Financing Arrangements

3 Months Ended

Mar. 31, 2023

Financing Arrangements

10. FINANCING ARRANGEMENTS

Loan and Security Agreement

In March 2021, the Company entered into an agreement (the “L

n 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 12 for the fair value assumptions.

The Loan Agreement contains customary representations, warranties and covenants; however, the Loan Agreement does not include any financial covenants. In May 2021, the Loan 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 remaining

7.0

million commitment in November 2021. In conjunction with the Amendment, the Company cancelled the Trinity 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 12 for further information on the Trinity Warrants. The Amendment to the Loan 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

% or the

US Prime Rate plus 7.50% per annum, payable monthly.

The Loan Agreement includes

certain negative covenants, primarily consisting of restrictions on the Company’s ability to incur indebtedness, pay dividends, execute fundamental change transactions, and other specified actions.

In addition, the Company is required to pay a final payment fee equal to

2.75% of the aggregate amount of all term loan advances. The final payment fee is being accreted and amortized into interest expense using the effective interest rate method over the term of the loan. The effective interest was between

21.28-27.51%

for all tranches of the debt as of March 31, 2023.

In January 2022, the Loan 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%

the

US Prime Rate plus 7.50% per annu

m, payable monthly, until the maturity date, February 1, 2026.

Other modifications per the Third 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 Business Combination. 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 Third Amendment, the Company also guaranteed payment of all monetary amounts owed and performance of all covenants, obligations and liabilities.

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


(In thousands)	March 31, 2023			December 31, 2022
Outstanding principal amount	$	28,911		$	30,709
Add: accreted liability of final payment fee		479			407
Less: unamortized debt discount, long-term		(725	)		(990	)
Less: current portion of long-term debt principal		(10,819	)		(9,491	)

Debt – net of current portion	$	17,846		$	20,635

Current portion of long-term debt – principal		10,819			9,491
Less: current portion of unamortized debt discount	$	(1,134	)	$	(1,188	)

Debt – current portion	$	9,685		$	8,303

In the three months ended March 31, 2023 and March 31, 2022, the Company recorded interest expense of $1.5 million and $1.2 million, respectively, which includes accretion of the

end-of-term

liability, amortization of the commitment fee asset and amortization of debt issuance costs of $0.2 million in each period. The unamortized debt discount as of March 31, 2023 and December 31, 2022 of $1.9 million and $2.2 million, respectively, is offset against the carrying value of the term loan in the condensed consolidated balance sheet.

Scheduled principal payments on total outstanding debt as of March 31, 2023 and December 31,2022 are as follows:


(In thousands)	March 31, 2023		December 31, 2022
2023	$	7,693	$	9,491
2024		13,007		13,007
2025		8,020		8,020
2026		191		191

	$	28,911	$	30,709

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Forward Warrant Agreement - Summary of Fair Value Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques (Detail) - Forward Warrant Agreement [Member]	Mar. 31, 2023 yr	Dec. 31, 2022 yr
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.517	0.767
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.0487	0.0469
Measurement Input Probability of occurring the contingency
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.25	0.50
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.72	0.73

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Parenthetical) (Detail) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Unvested Customer Warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	1,340,310	1,608,359

Common Stock

3 Months Ended

Mar. 31, 2023

Class of Stock [Line Items]

Common Stock

11. COMMON STOCK

As discussed in Note 3, on March 2, 2022, the Company consummated a Business Combination which has been accounted for as a reverse capitalization. Pursuant to the certificate of incorporation as amended on March 2, 2022, the Company is authorized to issue

1,000,000,000

shares of Common Stock and

10,000,000

shares of Preferred Stock. The holders of shares of Common Stock are entitled to

one vote

for each share of Common Stock held. The Preferred Stock is

non-voting.

shares of Preferred Stock were issued and outstanding as of March 31, 2023 or 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 March 31, 2023, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments:


Common Stock Warrants			17,115,928
Stock-Based Awards—RSUs Outstanding			11,682,373
Stock-Based Awards—Options Outstanding			6,120,084

Total			34,918,385

Common Stock Purchase Agreement

The Company entered into a Common Stock Purchase Agreement (the “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 Purchase Agreement). The Company did not issue or sell any shares to B. Riley under the Purchase Agreement during the three months ended March 31, 2023.

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 filed a registration statement covering the resale of such Common Stock, which registration statement was declared effective on September 14, 2022.

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 has 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 Date, 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 below) for such purchase (as applicable) (such period for each purchase, the “Purchase Valuation Period”), provided, that, (i) the closing sale price of the Common Stock on the trading day immediately prior to such Purchase Date (as defined in the Purchase Agreement) is not less than $1.00 and (ii) all shares of Common Stock subject to all prior Purchases (as defined in the Purchase Agreement) and all prior Intraday Purchases (as defined in the Purchase Agreement) by B. Riley under the Purchase Agreement have been received by B. Riley prior to the time the Company delivers a purchase notice to B. Riley. “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 within the Purchase Agreement that needs to be bifurcated and recorded as a derivative.

As of March 31, 2023, the Company’s share price had traded below $1.00 per share for an extended period. As a result, the Company recognized a $0.7 million impairment charge in the three months ended March 31, 2023 for previously deferred

offering

costs related to the Purchase Agreement, which was recorded as general and administrative expense in the accompanying condensed consolidated statement of operations.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized	10,000,000	10,000,000
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	1,000,000,000
Common stock, issued	129,171,170	125,257,233
Common stock, outstanding	129,171,170	125,257,233

Revenue Recognition

3 Months Ended

Mar. 31, 2023

Disaggregation of Revenue [Line Items]

Revenue Recognition

6. REVENUE RECOGNITION:


	Three Months Ended March 31,
(In thousands)	2023		2022
Collaborative research and other professional services	$	1,811	$	1,515
Access to quantum computing systems		390		589

	$	2,201	$	2,104



	Three Months Ended March 31,
(In thousands)	2023		2022
Revenue recognized at a point in time	$	—	$	—
Revenue recognized over time		2,201		2,104

	$	2,201	$	2,104

Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of March 31, 2023 and December 31, 2022 were as follows:


(In thousands)	March 31, 2023			December 31, 2022
Trade receivables	$	4,646		$	6,143
Unbilled receivables	$	674		$	92
Deferred revenue	$	(559	)	$	(961	)

Changes in deferred revenue from contracts with customers were as

follows:


	Three Months Ended March 31,
(In thousands)	2023			2022
Balance at beginning of period	$	(961	)	$	(985	)
Deferral of revenue		—			(92	)
Recognition of deferred revenue		402			558

Total deferred revenue at end of period	$	(559	)	$	(519	)

Deferred revenue recognized in the three months ended March 31, 2023 and the three months ended March 31, 2022 was included in the balance at the beginning of the period. Remaining performance

obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of March 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately

$7.5 million. The Company expects to recognize estimated revenues related to performance obligations that are unsatisfied (or partially satisfied) in the amounts of approximately $5.6 million during the remainder of the year ended December 31, 2023, and $1.9 million during the year ended December 31, 2024.

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 March 31, 2023 and December 31, 2022.

- 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
-Publisher FASB
-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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-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
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-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

Share-based Compensation

3 Months Ended

Mar. 31, 2023

Share-based Payment Arrangement [Abstract]

Share-based Compensation

9. SHARE-BASED COMPENSATION:

2013 Equity Incentive Plan

In 2013, the Company adopted the 2013 Equity Incentive Plan (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

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, restricted stock unit awards (RSUs), performance awards and other forms of awards to employees, directors, and consultants, including employees and consultants of Company’s affiliates. The aggregate number of shares of Common Stock initially reserved for issuance under the 2022 Plan was

20,184,797 shares. As of March 31, 2023, 9,899,540 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 Option Activity

The following is a summary of stock option activity in the three months ended March 31, 2023:


	Options Outstanding			Weighted Average Exercise Price Per Share
Outstanding, December 31, 2022		8,845,903		$	0.38
Granted		500,000			0.60
Exercised		(2,860,010	)		0.27
Forfeited		(365,809	)		0.27
Expired		—			—

Outstanding, March 31, 2023		6,120,084		$	0.58

Exercisable, March 31, 2023		2,785,023		$	0.27

The weighted-average grant date

fair value of stock options granted during the three months ended March 31, 2023 was $0.55 per share. No stock options were granted in the three months ended March 31, 2022. The intrinsic value of an option is the amount by which the market price of the underlying common stock exceeds the option’s exercise price. For options outstanding at March 31, 2023, the weighted average remaining contractual term of all outstanding options was 8.05 years and their aggregate intrinsic value was $0.9 million. At March 31, 2023, the weighted average remaining contractual term of options that were exercisable was 7.18 years and their aggregate intrinsic value was $1.3 million. The aggregate intrinsic value of stock options exercised was $1.2 million in the three months ended March 31, 2023 and $4.7 million in the three months ended March 31, 2022. We received proceeds from stock option exercises of $0.8 million in the three months ended March 31, 2023 and $0.6 million in the three months ended March 31, 2022.

Fair Value of Stock Option Grants

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 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 had 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.

No stock options were granted in the three months ended March 31, 2022. All stock options granted in the three months ended March 31, 2023 were time-based grants. Significant inputs to the Black-Scholes option-pricing model used to value stock options grants in the three months ended March 31, 2023 were as follows:


Valuation Assumptions	Time-based Stock Option Grants
Stock price	$	0.60
Strike price	$	0.60
Annual volatility		140.5	%
Risk-free rate		3.54	%
Expected term (years)		6.02

Stock-based compensation expense related to stock options granted to employees was $0.4 million and $0.3 million in the three months ended March 31, 2023 and March 31, 2022, respectively. As of March 31, 2023, the unrecognized compensation expense related to unvested stock options was approximately $2.2 million which is expected to be recognized over a weighted-average period of approximately 2.18 years.

Restricted Stock Units

The following is a summary of activity in RSUs in the three months ended March 31, 2023:


Restricted stock units	Shares			Weighted Average Grant Date Fair Value
Non-vested at December 31, 2022		11,332,591		$	4.36
Granted		4,769,545			0.57
Forfeited		(3,486,438	)		4.64
Vested		(933,325	)		4.16

Non-vested at March 31, 2023		11,682,373		$	2.74

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.

The aggregate fair value of outstanding RSUs based on the closing share

price of our common stock as of March 31, 2023 was $8.5 million. The aggregate fair value of the RSUs that vested, based on the closing price of our common stock on the vesting date, in the three months ended March 31, 2023 was $0.7 million.

Fair Value RSUs Awards

In the three months ended March 31, 2023, the Company issued 919,545

time-based RSUs and

3,850,000

market-based performance RSUs. The time-based RSUs vest over periods ranging from

1-4

years and require continuous employment. The market-based performance RSUs vest only if certain share price thresholds are achieved and require continuous employment. Based upon the terms of such awards,

50%

of the shares vest if the Company’s Common Stock trades at or above

$2.00

per share, and the other

50%

of the shares vest if the Company’s Common Stock trades at above

$4.00

per share, for

20 out of 30

trading days through the fifth anniversary of the grant date. The fair value of the Company’s time-based RSUs was calculated based on the fair market value of the Company’s stock on the date of grant. The fair value of the Company’s market-based performance RSUs was calculated using a Monte Carlo simulation model at the date of grant. The weighted-average grant date fair value for market-based RSUs granted in the three months ended March 31, 2023 was

$0.56 per RSU.

Significant inputs into the Monte Carlo simulation model used to value market-based RSUs granted in the three months ended March 31, 2023 were as follows:


Valuation Assumptions	Market-based Performance RSUs

Stock price	$	0.60
Simulated trading days		1,260
Annual volatility		140.5	%
Risk-free rate		3.63	%
Estimated time to expiration (years)		5.00

Stock-based compensation expense related to RSUs granted to employees was $1.3 million and $11.2 million in the three months ended March 31, 2023 and March 31, 2022, respectively. As of March 31, 2023, the unrecognized compensation expense related to unvested RSUs was approximately $27.3 million which is expected to be recognized over a weighted-average period of approximately 3.40 years.

Summarized Stock-Based Compensation Expenses

The table below summarizes total stock-based compensation expenses in the three months ended March 31, 2023 and March 31, 2022:


	Three Months Ended March 31,
(In thousands)	2023			2022
Research and development	$	1,527		$	2,389
Selling and marketing expenses		(453	)		441
General and administrative expenses		629			8,651

Total stock-based compensation expenses	$	1,703		$	11,481

Earn-Out Liability - Summary of Significant Inputs of Earnout Liability Based on Monte Carlo Simulation Models (Detail)	Mar. 31, 2023 shares yr d	Dec. 31, 2022 shares yr d	Mar. 02, 2022 shares yr d
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| shares	0.72	0.73	9.43
Simulated trading days
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| d	988	1,050	1,198
Annual volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions	130.7	109.3	30.5
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions	3.68	4.04	1.74
Estimated time to expiration (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| yr	3.92	4.17	5

Concentrations, significant customers and geographic areas - Summary of customers revenue and accounts receivable (Detail)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue [Member]
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	82.10%	76.30%
Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	10.00%
Customer Concentration Risk [Member] \| Customer A [Member] \| Revenue [Member]
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	51.00%	13.00%
Customer Concentration Risk [Member] \| Customer A [Member] \| Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	91.00%	65.00%
Customer Concentration Risk [Member] \| Customer B [Member] \| Revenue [Member]
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	23.00%
Customer Concentration Risk [Member] \| Customer B [Member] \| Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage		13.00%
Customer Concentration Risk [Member] \| Customer C [Member] \| Revenue [Member]
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	18.00%	23.00%
Customer Concentration Risk [Member] \| Customer C [Member] \| Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage		10.00%
Customer Concentration Risk [Member] \| Customer D [Member] \| Revenue [Member]
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage		47.00%

Revenue Recognition - Summary of Change in Contract with Customer, Asset and Liability (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Capitalized Contract Cost [Line Items]
Balance at beginning of period	$ (961)	$ (985)
Deferral of revenue	0	(92)
Recognition of deferred revenue	402	558
Total deferred revenue at end of period	$ (559)	$ (519)

Net Loss Per Share - Additional Information (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Weighted average number of shares Contingently Issuable shares under earnout arrangement	3,059,273	3,059,273
Weighted-average common shares outstanding - Basic	124,778	53,692
Weighted-average common shares outstanding - Diluted	124,778	53,692
Warrant [Member]
Exercise price common stock of warrants or rights outstanding	$ 0.01	$ 0.01
Weighted-average common shares outstanding - Basic	1,401,126	3,976,326
Weighted-average common shares outstanding - Diluted	1,401,126	3,976,326

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of Earnings Per Share Basic Aand Diluted

The following tables set forth the computation of basic and diluted net per share of common stock for the three months ended March 31, 2023 and March 31, 2022:


(In thousands except per share amounts)	Net Loss			Weighted Average Shares Outstanding		Per Share Amount
Three Months Ended March 31, 2023
Basic	$	(23,354	)		124,778	$	(0.19	)
Dilutive effect of common equivalent shares		—			—		—

Dilutive	$	(23,354	)		124,778	$	(0.19	)


(In thousands except per share amounts)	Net Loss			Weighted Average Shares Outstanding		Per Share Amount
Three Months Ended March 31, 2022
Basic	$	(17,642	)		53,692	$	(0.33	)
Dilutive effect of common equivalent shares		—			—		—

Dilutive	$	(17,642	)		53,692	$	(0.33	)

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 for the three months ended March 31, 2023 and March 31, 2022:


	Three Months Ended March 31
	2023		2022
Common Stock Warrants		14,450,445		14,959,214
Stock Options		6,120,084		10,114,849
Restricted Stock Units		11,682,373		9,077,015

		32,252,902		34,151,078

(1) The number of outstanding shares as of March 31, 2022 includes 952,127 shares of Common Stock underlying RSUs which were issued once the related registration statement became effective.

(2) The number of outstanding warrants as of March 31, 2023 and March 31, 2022 does not include 1,340,310 and 1,608,359

shares, respectively, of unvested shares under the Customer Warrant.

Fair Value Measurements - Summary Of Change in Fair Value of Derivative Liabilities (Detail) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Forward Warrant Agreement [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance	$ (2,229)	$ 230
Initial measurement upon Business Combination March 2, 2022 (Note 3)		0
Change in fair values	1,100	(2,970)
Ending Balance	(1,129)	(2,740)
Earn out Liability [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance	1,206	0
Initial measurement upon Business Combination March 2, 2022 (Note 3)		20,413
Change in fair values	281	(5,991)
Ending Balance	1,487	14,422
Trinity Warrants [Member] \| Derivative Warrant Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance	0	4,355
Initial measurement upon Business Combination March 2, 2022 (Note 3)		0
Change in fair values	0	517
Ending Balance	0	4,872
Private Placement Warrants \| Derivative Warrant Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance	1,068	0
Initial measurement upon Business Combination March 2, 2022 (Note 3)		9,612
Change in fair values	623	801
Ending Balance	$ 1,691	$ 10,413

Description of Business

3 Months Ended

Mar. 31, 2023

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

ommon

tock, 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 was 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-Business Combination; and

•

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

day-to-day

operations.

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

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

The equity structure has been retroactively restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s Common Stock, $0.0001

par value per share, issued to Legacy Rigetti shareholders and Legacy Rigetti convertible preferred shareholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Rigetti redeemable convertible preferred stock and Legacy Rigetti Common Stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination.

The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The unaudited interim condensed 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, except share and per share amounts, in the notes to the unaudited interim condensed consolidated financial statements are presented in thousands, unless otherwise specified.

The condensed consolidated balance sheet as of December 31, 2022, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim condensed consolidated financial statements for this period are not necessarily indicative of the results for any future interim period or for the full fiscal year. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included with the Company’s Annual Report on Form

10-K

for the year ended December 31, 2022.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly the Company’s financial position as of March 31, 2023, and the results of its operations and cash flows for the three-month periods ended March 31, 2023 and March 31, 2022.

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 should 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 March 31, 2023 and December 31, 2022, the Company’s financial position was not significantly impacted by the effects of

COVID-19.

The World Health Organization has declared COVID-19 is no longer a global public emergency. However, 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 and on attractive terms, it would be forced to delay, reduce or eliminate its research and development programs and other efforts.

Use of Estimates

— The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Such management estimates include, but are not limited to, the fair value of share-based awards, fair value of the Forward Warrant Agreement (as defined below), the fair value of derivative warrant liabilities, the fair value of earnouts issued in connection with the Business Combination (See Note 3), accrued liabilities and contingencies, depreciation and amortization periods, revenue recognition and accounting for income taxes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the unaudited condensed consolidated financial statements; therefore, actual results could differ from those estimates.

Business Combination - Summary of Net proceeds from Business Combination and PIPE financing (Parenthetical) (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	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
Adjustment to additional paid in combination business combination proceed net of transaction costs	159,550
Proceeds from business combination net of transaction costs paid	225,604	$ 225,604
Adjustment to additional paid in capital earn-out liabilities	20,400
Public Warrants [Member]
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items]
Adjustment to additional paid in capital adjustment for warrant liabilities	16,300
Private Warrants [Member]
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items]
Adjustment to additional paid in capital adjustment for warrant liabilities	$ 9,600

Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Measurements

8. 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 level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are as follows:

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

Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3—Inputs are unobservable inputs for the asset or liability.

The fair value measurements of financial assets and liabilities that are measured at fair value at March 31, 2023 and December 31, 2022 are as follows:


	March 31, 2023
(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents:
Money market funds	$	21,785	$	—	$	—
Short-term investments:
U.S. treasury securities		35,609		—		—
U.S. government agency bonds		—		36,884		—
Commercial paper		—		23,356		—
Forward warrant agreement		—		—		1,129

Total Assets	$	57,394	$	60,240	$	1,129

Liabilities
Derivative warrant liability – Public Warrants	$	949	$	—	$	—
Derivative warrant liability – Private Warrants		—		—		1,691
Earn-out liabilities		—		—		1,487

Total Liabilities	$	949	$	—	$	3,178


	December 31, 2022
(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash Equivalents:
Money Market Funds	$	36,346	$	—	$	—
Short-term investments:
U.S 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 liabilities		—		—		1,206

Total Liabilities	$	699	$	—	$	2,274

As of March 31, 2023 and 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)

Earn-out

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 March 31, 2023 and December 31, 2022 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 1 due to the highly liquid nature of these assets with quoted prices in active markets. The investments in

available-for-sale

securities (i.e., U.S government agency bonds, corporate bonds and commercial paper and corporate debt securities) and long-term debt and a line of credit issued by the Company are classified within Level 2. The fair value of the Company’s Level 2 financial assets and liabilities is determined by using inputs based on 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 12 and 13 to the condensed consolidated financial statements.

The fair value of the

Earn-out

liability is estimated using a Monte Carlo simulation model. The Company has further discussed the key aspects of the valuation inputs in Note 4 to the financial statements.

As of December 31, 2021, the Company recorded a derivative warrant liability for the Trinity Warrants (as defined below) 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 publicly 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

In the three months ended March 31, 2023, the Company reduced the estimated probability of occurrence for the forward warrant agreement from

50% to 25% due to less than favorable market conditions and reduced time until expiration (see Note 13). There were no other changes in fair value measurement techniques in the three months ended March 31, 2023, or the year ended December 31, 2022, (other than the change in valuation assumptions described in Note 1). There were no transfers between Level 1 or Level 2, or transfers in or out of Level 3, of the fair value hierarchy in the three months ended March 31, 2023 or the year ended December 31, 2022. The fair value estimates are based on pertinent information available to management as of March 31, 2023 and December 31, 2022. 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 in the three months ended March 31, 2023 and March 31, 2022 are as follows:


(in thousands)	Derivative warrant liability – Trinity Warrants		Derivative warrant liability – Private Warrants		Forward Warrant Agreement			Earn-out Liability
Balance – December 31, 2022	$	—	$	1,068	$	(2,229	)	$	1,206
Change in fair values		—		623		1,100			281

Balance – March 31, 2023	$	—	$	1,691	$	(1,129	)	$	1,487

Balance – December 31, 2021	$	4,355	$	—	$	230		$	—
Initial measurement upon Business Combination March 2, 2022 (Note 3)		—		9,612		—			20,413
Change in fair values		517		801		(2,970	)		(5,991	)

Balance – March 31, 2022	$	4,872	$	10,413	$	(2,740	)	$	14,422

- 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

Investments - Summary of Available For Sale Securities Continuous Unrealized Loss Position Fair Value (Detail) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 95,925	$ 85,237
Unrealized Gains	60	0
Unrealized Losses	(136)	(314)
Fair Value	95,849	84,923
U.S. treasury securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	35,740	58,514
Unrealized Gains	2	0
Unrealized Losses	(133)	(304)
Fair Value	35,609	58,210
Corporate bonds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	36,829	3,581
Unrealized Gains	58	0
Unrealized Losses	(3)	(10)
Fair Value	36,884	3,571
Commercial paper
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	23,356	23,142
Unrealized Gains	0	0
Unrealized Losses		0
Fair Value	23,356	23,142
Money market funds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	21,785	36,346
Unrealized Gains	0	0
Unrealized Losses	0	0
Fair Value	$ 21,785	$ 36,346

Changes in Stockholders' Equity(Deficit) (Tables)

3 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

Summary of Reconciliation of Changes in Stockholders Equity

A reconciliation of the changes in stockholders’ equity (deficit)

is as follows:

Three Months Ended March 31, 2023:


	Common Stock				Additional Paid-In Capital			Accumulated Other Comprehensive			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
(In thousands)	Shares		Amount		Additional Paid-In Capital			Gain (Loss)			Accumulated Deficit			Total Stockholders’ Equity (Deficit)

Balance, December 31, 2022		125,257	$	12	$	429,025		$	(161	)	$	(278,652	)	$	150,224
Issuance of common stock upon exercise of stock options		2,860		—		750			—			—			750
Issuance of common stock upon exercise of common stock warrants		127		—		1			—			—			1
Issuance of common stock upon release of restricted stock units		927		—		—			—			—			—
Capitalization of deferred costs to equity upon share issuance						(13	)		—			—			(13	)
Stock-based compensation		—		—		1,703			—			—			1,703
Foreign currency translation loss		—		—		—			(83	)		—			(83	)
Change in unrealized loss on available-for-sale securities		—		—		—			238			—			238
Net loss		—		—		—			—			(23,354	)		(23,354	)

Balance, March 31, 2023		129,171	$	12	$	431,466		$	(6	)	$	(302,006	)	$	129,466

Three Months Ended March 31, 2022:


	Redeemable Convertible Preferred Stock*						Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Gain (Loss)		Accumulated Deficit			Total Stockholders’ Equity (Deficit)
(In thousands)	Shares			Amount			Shares		Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Gain (Loss)		Accumulated Deficit			Total Stockholders’ Equity (Deficit)

Balance, December 31, 2021		77,697		$	81,523			18,221	$	2	$	135,549	$	52	$	(207,131	)	$	(71,528	)
Issuance of common stock upon conversion of Legacy Series C and C-1 preferred stock in connection with the Business Combination (Note3)		(77,697	)		(81,523	)		57,380		6		81,517		—		—			81,523
Issuance of common stock through Business Combination and PIPE Financing, net of transaction costs and derivative liabilities (Note 3)		—			—			34,851		3		159,535		—		—			159,538
Issuance of common stock upon exercise of stock options		—			—			1,124		—		574		—		—			574
Issuance of common stock upon exercise of common stock warrants		—			—			2,234		—		28		—		—			28
Stock-based compensation		—			—			—		—		11,481		—		—			11,481
Foreign currency translation gain		—			—			—		—		—		9		—			9
Net loss		—			—			—		—		—		—		(17,642	)		(17,642	)

Balance, March 31, 2022		—		$	—			113,810	$	11	$	388,684	$	61	$	(224,773	)	$	163,983

*	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

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

Revenue Recognition - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 2,201	$ 2,104
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	2,201	2,104
Collaborative research and other professional services [Member]
Disaggregation of Revenue [Line Items]
Revenue	1,811	1,515
Access to quantum computing systems [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 390	$ 589

- 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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-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

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

+ Details

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - Common Class A [Member] - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	32,252,902	34,151,078
Common Stock Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	14,450,445	14,959,214
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	6,120,084	10,114,849
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	11,682,373	9,077,015

Business Combination - Summary of Net proceeds from Business Combination and PIPE financing (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 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	$ 225,604	$ 225,604

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue	$ 2,201	$ 2,104
Cost of revenue	510	414
Total gross profit	1,691	1,690
Operating expenses:
Research and development	13,707	13,927
Sales and marketing	518	1,475
General and administrative	8,495	11,560
Restructuring	991	0
Total operating expenses	23,711	26,962
Loss from operations	(22,020)	(25,272)
Other income (expense), net
Interest expense	(1,464)	(1,205)
Interest income	1,284	0
Change in fair value of derivative warrant liabilities	(873)	3,771
Change in fair value of earn-out liabilities	(281)	5,991
Transaction costs	0	(927)
Total other income (expense), net	(1,334)	7,630
Net loss before provision for income taxes	(23,354)	(17,642)
Provision for income taxes	0	0
Net loss	$ (23,354)	$ (17,642)
Weighted average shares used in computing net loss per share attributable to common stockholders-basic	124,778	53,692
Weighted average shares used in computing net loss per share attributable to common stockholders-diluted	124,778	53,692
Net loss per share attributable to common stockholders – basic	$ (0.19)	$ (0.33)
Net loss per share attributable to common stockholders – diluted	$ (0.19)	$ (0.33)

Fair Value Measurements - Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Liabilities:
Earn-out Liabilities	$ 1,500	$ 1,200
Fair Value, Inputs, Level 1
Assets:
Assets	57,394	94,556
Liabilities:
Derivative liabilities	949	699
Fair Value, Inputs, Level 1 \| Money Market Fund
Assets:
Assets	21,785	36,346
Fair Value, Inputs, Level 1 \| US Treasury Securities
Assets:
Assets	35,609	58,210
Fair Value, Inputs, Level 1 \| US Government Corporations and Agencies Securities
Assets:
Assets	0	0
Fair Value, Inputs, Level 1 \| Commercial Paper
Assets:
Assets	0	0
Fair Value, Inputs, Level 1 \| Earn out Liability
Liabilities:
Earn-out Liabilities	0	0
Fair Value, Inputs, Level 2
Assets:
Assets	60,240	26,713
Liabilities:
Derivative liabilities	0	0
Fair Value, Inputs, Level 2 \| Money Market Fund
Assets:
Assets	0	0
Fair Value, Inputs, Level 2 \| US Treasury Securities
Assets:
Assets	0	0
Fair Value, Inputs, Level 2 \| US Government Corporations and Agencies Securities
Assets:
Assets	36,884	3,571
Fair Value, Inputs, Level 2 \| Commercial Paper
Assets:
Assets	23,356	23,142
Fair Value, Inputs, Level 2 \| Earn out Liability
Liabilities:
Earn-out Liabilities	0	0
Fair Value, Inputs, Level 3
Assets:
Assets	1,129	2,229
Liabilities:
Derivative liabilities	3,178	2,274
Fair Value, Inputs, Level 3 \| Money Market Fund
Assets:
Assets	0	0
Fair Value, Inputs, Level 3 \| US Treasury Securities
Assets:
Assets	0	0
Fair Value, Inputs, Level 3 \| US Government Corporations and Agencies Securities
Assets:
Assets	0	0
Fair Value, Inputs, Level 3 \| Commercial Paper
Assets:
Assets	0	0
Fair Value, Inputs, Level 3 \| Earn out Liability
Liabilities:
Earn-out Liabilities	1,487	1,206
Public Warrants \| Fair Value, Inputs, Level 1 \| Derivative
Liabilities:
Derivative liabilities	949	699
Public Warrants \| Fair Value, Inputs, Level 2 \| Derivative
Liabilities:
Derivative liabilities	0	0
Public Warrants \| Fair Value, Inputs, Level 3 \| Derivative
Liabilities:
Derivative liabilities	0	0
Private Warrants \| Fair Value, Inputs, Level 1 \| Derivative
Liabilities:
Derivative liabilities	0	0
Private Warrants \| Fair Value, Inputs, Level 2 \| Derivative
Liabilities:
Derivative liabilities	0	0
Private Warrants \| Fair Value, Inputs, Level 3 \| Derivative
Liabilities:
Derivative liabilities	1,691	1,068
Forward warrant agreement \| Fair Value, Inputs, Level 1
Assets:
Forward Warrant Agreement	0	0
Forward warrant agreement \| Fair Value, Inputs, Level 2
Assets:
Forward Warrant Agreement	0	0
Forward warrant agreement \| Fair Value, Inputs, Level 3
Assets:
Forward Warrant Agreement	$ 1,129	$ 2,229

Contingencies	3 Months Ended
Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Contingencies	18. 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	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Capitalized Contract Cost [Line Items]
Trade receivables	$ 4,646	$ 6,143
Unbilled receivables	674	92
Deferred revenue	$ (559)	$ (961)	$ (519)	$ (985)

Changes in Stockholders' Equity(Deficit)

3 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

Changes in Stockholders' Equity(Deficit)

5. CHANGES IN STOCKHOLDERS’ EQUITY(DEFICIT)

A reconciliation of the changes in stockholders’ equity (deficit)

is as follows:

Three Months Ended March 31, 2023:


	Common Stock				Additional Paid-In Capital			Accumulated Other Comprehensive			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
(In thousands)	Shares		Amount		Additional Paid-In Capital			Gain (Loss)			Accumulated Deficit			Total Stockholders’ Equity (Deficit)

Balance, December 31, 2022		125,257	$	12	$	429,025		$	(161	)	$	(278,652	)	$	150,224
Issuance of common stock upon exercise of stock options		2,860		—		750			—			—			750
Issuance of common stock upon exercise of common stock warrants		127		—		1			—			—			1
Issuance of common stock upon release of restricted stock units		927		—		—			—			—			—
Capitalization of deferred costs to equity upon share issuance						(13	)		—			—			(13	)
Stock-based compensation		—		—		1,703			—			—			1,703
Foreign currency translation loss		—		—		—			(83	)		—			(83	)
Change in unrealized loss on available-for-sale securities		—		—		—			238			—			238
Net loss		—		—		—			—			(23,354	)		(23,354	)

Balance, March 31, 2023		129,171	$	12	$	431,466		$	(6	)	$	(302,006	)	$	129,466

Three Months Ended March 31, 2022:


	Redeemable Convertible Preferred Stock*						Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Gain (Loss)		Accumulated Deficit			Total Stockholders’ Equity (Deficit)
(In thousands)	Shares			Amount			Shares		Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Gain (Loss)		Accumulated Deficit			Total Stockholders’ Equity (Deficit)

Balance, December 31, 2021		77,697		$	81,523			18,221	$	2	$	135,549	$	52	$	(207,131	)	$	(71,528	)
Issuance of common stock upon conversion of Legacy Series C and C-1 preferred stock in connection with the Business Combination (Note3)		(77,697	)		(81,523	)		57,380		6		81,517		—		—			81,523
Issuance of common stock through Business Combination and PIPE Financing, net of transaction costs and derivative liabilities (Note 3)		—			—			34,851		3		159,535		—		—			159,538
Issuance of common stock upon exercise of stock options		—			—			1,124		—		574		—		—			574
Issuance of common stock upon exercise of common stock warrants		—			—			2,234		—		28		—		—			28
Stock-based compensation		—			—			—		—		11,481		—		—			11,481
Foreign currency translation gain		—			—			—		—		—		9		—			9
Net loss		—			—			—		—		—		—		(17,642	)		(17,642	)

Balance, March 31, 2022		—		$	—			113,810	$	11	$	388,684	$	61	$	(224,773	)	$	163,983

*	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

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Financing Arrangements - Long term debt and the unamortized discount (Detail) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	May 31, 2021
Outstanding principal amount	$ 28,911	$ 30,709
Add: accreted liability of final payment fee	479	407
Less: unamortized debt discount, long term	(725)	(990)	$ (2,800)
Less: current portion of long term debt-principal	(10,819)	(9,491)
Debt – net of current portion	17,846	20,635
Current portion of long-term debt – principal	10,819	9,491
Less: current portion of unamortized debt discount	(1,134)	(1,188)
Debt – current portion	$ 9,685	$ 8,303

Concentrations, significant customers and geographic areas - Additinal Information (Detail)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue [Member]
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	82.10%	76.30%

Concentrations, significant customers and geographic areas

3 Months Ended

Mar. 31, 2023

Risks and Uncertainties [Abstract]

Concentrations, significant customers and geographic areas

14. CONCENTRATIONS, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC AREAS:

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:


	Three Months Ended March 31
	2023			2022
Customer A		51	%		13	%
Customer B		23	%			*
Customer C		18	%		23	%
Customer D			*		47	%

Sales to government entities in the three months ended March 31, 2023 and March 31, 2022 comprised

82.1% and 76.3% of the Company’s total revenue, respectively.

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


	March 31, 2023			December 31, 2022
Customer A		91	%		65	%
Customer B			*		13	%
Customer C			*		10	%
Customer D			*			*

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

The following table presents a summary of revenue by geography for the three months ended March 31, 2023 and March 31, 2022


	Three Months Ended March 31,
(In thousands)	202 3		202 2
United States	$	2,039	$	1,900
Europe		162		204

Total revenue	$	2,201	$	2,104

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.

Share-based Compensation - Schedule Of Employee Service Share Based Compensation Allocation Of Recognized Period Costs (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	$ 1,703	$ 11,481
Research And Development Expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	1,527	2,389
Selling and Marketing Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	(453)	441
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	$ 629	$ 8,651

Concentrations, significant customers and geographic areas - Summary of customers revenue and accounts receivable - (Parenthetical) (Detail)	3 Months Ended
	Mar. 31, 2023
Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	10.00%

Investments

3 Months Ended

Mar. 31, 2023

Investments, Debt and Equity Securities [Abstract]

INVESTMENTS

7. INVESTMENTS:

Money market funds are classified as cash equivalents and investments in fixed income securities are classified as

available-for-sale

in the consolidated balance sheets.

Available-for-sale

fixed income securities are recorded at their estimated fair va

lue.

The amortize

d cost, gross unrealized holding gains and losses included in other comprehensive income and the fair value of the

available-for-sale

fixed income securities at March 31, 2023 and December 31, 2022 are presented in the tables below.


	March 31, 2023
(In thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Cash equivalents
Money market funds	$	21,785	$	—	$	—		$	21,785
Available-for-sale investments
U.S. treasury securities	$	35,740	$	2	$	(133	)	$	35,609
U.S. government agency bonds		36,829		58		(3	)		36,884
Commercial paper		23,356		—					23,356

Available-for-sale investments – short-term	$	95,925	$	60	$	(136	)	$	95,849


	December 31, 2022
(In thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Cash equivalents
Money market funds	$	36,346	$	—	$	—		$	36,346
Available-for-sale investments
U.S. treasury securities	$	58,514	$	—	$	(304	)	$	58,210
Corporate bonds		3,581		—		(10	)		3,571
Commercial paper		23,142		—		—			23,142

Available-for-sale investments – short-term	$	85,237	$	—	$	(314	)	$	84,923

The Company invests in highly rated investment grade debt securities. 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 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 March 31, 2023 or 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 the unrealized losses for its

available-for-sale

securities were primarily attributable to changes in interest rates and

non-credit-related

factors. Accordingly, the Company determined that none of the unrealized losses were other-than-temporary, and that recognition of an impairment charge was not required as of March 31, 2023 or December 31, 2022. As of March 31, 2023, there were

securities that were in

unrealized loss position with a market value of $

33.8

million, with the largest loss for any single security being less than $

0.1

million. None of the Company’s

available-for-sale

securities have been in an unrealized loss position for more than one year. No

available-for-sale

securities were sold in the three months ended March 31, 2023 or the three months ended March 31, 2022.

See Note 8 for additional information regarding the fair value of the Company’s

available-for-sale

securities.

Forward Warrant Agreement - Additional Information (Detail) $ / shares in Units, $ in Thousands		3 Months Ended		12 Months Ended
	Jun. 30, 2022 USD ($) shares	Mar. 31, 2023 USD ($) Percentage shares	Mar. 31, 2022 USD ($) $ / shares	Dec. 31, 2022 USD ($) shares
Class of Warrant or Right [Line Items]
Change in the fair value of the Forward Warrant		$ 873	$ (3,771)
Forward Warrant [Member]
Class of Warrant or Right [Line Items]
Change in the fair value of the Forward Warrant		$ 1,100	$ 6,000
Forward Warrant [Member] \| Maximum [Member] \| Measurement Input Estimated Probability of Occurrence [Member]
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input \| Percentage		50
Forward Warrant [Member] \| Minimum [Member] \| Measurement Input Estimated Probability of Occurrence [Member]
Class of Warrant or Right [Line Items]
Warrants and Rights Outstanding, Measurement Input \| Percentage		25
Forward Warrant Agreement [Member] \| Rigetti [Member]
Class of Warrant or Right [Line Items]
Derivative asset		$ 1,100		$ 2,200
Forward Warrant Agreement [Member] \| Ampere \| Rigetti [Member]
Class of Warrant or Right [Line Items]
Proceeds from Issuance of Warrants		$ 10,000
Stock issued during period number of warrants issued \| shares		1,000,000
Exercise price of warrants \| $ / shares			$ 0.0001
Warrants Issued \| shares				500,000
Forward Warrant Agreement [Member] \| Ampere \| Rigetti [Member] \| Share-based Payment Arrangement, Tranche One [Member]
Class of Warrant or Right [Line Items]
Business combination consideration to be paid	$ 5,000		$ 5,000
Share based compensation arrangement share based payment award options vested and exercisable \| shares	500,000
Forward Warrant Agreement [Member] \| Ampere \| Rigetti [Member] \| Share-based Payment Arrangement, Tranche Two [Member]
Class of Warrant or Right [Line Items]
Business combination consideration to be paid	$ 5,000
Share based compensation arrangement share based payment award options vested and exercisable \| shares	500,000

Warrants - Schedule Of Fair Value Of The Trinity Warrant liabilities Measured Using Black Scholes Approach (Detail)	Mar. 31, 2022 yr
Measurement Input, Share Price [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input	6.3
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	2.29
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

Common Stock (Tables)

3 Months Ended

Mar. 31, 2023

Class of Stock [Line Items]

Summary of Conversions of Stock

As of March 31, 2023, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments:


Common Stock Warrants			17,115,928
Stock-Based Awards—RSUs Outstanding			11,682,373
Stock-Based Awards—Options Outstanding			6,120,084

Total			34,918,385

Recent Accounting Developments	3 Months Ended
Recent Accounting Developments	Mar. 31, 2023
Accounting Standards Update and Change in Accounting Principle [Abstract]
Recent Accounting Developments	2. RECENT ACCOUNTING DEVELOPMENTS Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, 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. The Company adopted Topic 842 on December 31, 2022, effective as of 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. Adoption of the standard 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. Adoption of the standard did not have an impact on the Company’s consolidated statement of operations or cash flows. The Company’s condensed consolidated financial statements for the three months ended March 31, 2022 continue to be presented in accordance with the presentation requirements of Topic 840. 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 were effective for the Company as of January 1, 2023. The adoption of the ASU did not have a material impact on the consolidated financial statements. 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.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

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+ Details

Financing Arrangements (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Long term debt and the unamortized discount

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


(In thousands)	March 31, 2023			December 31, 2022
Outstanding principal amount	$	28,911		$	30,709
Add: accreted liability of final payment fee		479			407
Less: unamortized debt discount, long-term		(725	)		(990	)
Less: current portion of long-term debt principal		(10,819	)		(9,491	)

Debt – net of current portion	$	17,846		$	20,635

Current portion of long-term debt – principal		10,819			9,491
Less: current portion of unamortized debt discount	$	(1,134	)	$	(1,188	)

Debt – current portion	$	9,685		$	8,303

Scheduled principal payments on total outstanding debt

Scheduled principal payments on total outstanding debt as of March 31, 2023 and December 31,2022 are as follows:


(In thousands)	March 31, 2023		December 31, 2022
2023	$	7,693	$	9,491
2024		13,007		13,007
2025		8,020		8,020
2026		191		191

	$	28,911	$	30,709

Financing Arrangements - Additional Information (Detail) - USD ($) $ in Thousands				3 Months Ended
	Mar. 02, 2022	Jan. 31, 2022	May 31, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Mar. 31, 2021
Line of Credit Facility [Line Items]
Debt issuance costs			$ 2,800	$ 725		$ 990
Interest expense				1,464	$ 1,205
Amortization of debt issuance cost				$ 237	$ 236
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			20.00%		2.75%
Interest expense				$ 1,500	$ 1,200
Amortization of debt issuance cost				200
unamortized issuance cost				$ 1,900		$ 2,200
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				27.51%
Loan and Security Agreement [Member] \| Minimum [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage				21.28%
Tranche A [Member] \| Loan and Security Agreement [Member] \| Venture Capital [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity			$ 15,000				$ 12,000
Tranche B [Member] \| Loan and Security Agreement [Member] \| Venture Capital [Member]
Line of Credit Facility [Line Items]
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
Proceeds from additional equity through the business combination	$ 75,000
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%

Net Loss Per Share

3 Months Ended

Mar. 31, 2023

Net Loss Per Share

15. 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 tables set forth the computation of basic and diluted net per share of common stock for the three months ended March 31, 2023 and March 31, 2022:


(In thousands except per share amounts)	Net Loss			Weighted Average Shares Outstanding		Per Share Amount
Three Months Ended March 31, 2023
Basic	$	(23,354	)		124,778	$	(0.19	)
Dilutive effect of common equivalent shares		—			—		—

Dilutive	$	(23,354	)		124,778	$	(0.19	)


(In thousands except per share amounts)	Net Loss			Weighted Average Shares Outstanding		Per Share Amount
Three Months Ended March 31, 2022
Basic	$	(17,642	)		53,692	$	(0.33	)
Dilutive effect of common equivalent shares		—			—		—

Dilutive	$	(17,642	)		53,692	$	(0.33	)

There are 3,059,273

shares of contingently issuable Common Stock to the Sponsor 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 March 31, 2023 or March 31, 2022. The weighted-average common shares outstanding for the three months ended March 31, 2023 and March 31, 2022 include 1,401,126 and 3,976,326 weighted average shares for warrants having an exercise price of $0.01 per share each, 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 for the three months ended March 31, 2023 and March 31, 2022:


	Three Months Ended March 31
	2023		2022
Common Stock Warrants		14,450,445		14,959,214
Stock Options		6,120,084		10,114,849
Restricted Stock Units		11,682,373		9,077,015

		32,252,902		34,151,078

(1) The number of outstanding shares as of March 31, 2022 includes 952,127 shares of Common Stock underlying RSUs which were issued once the related registration statement became effective.

(2) The number of outstanding warrants as of March 31, 2023 and March 31, 2022 does not include 1,340,310 and 1,608,359

shares, respectively, of unvested shares under the Customer Warrant.

Business Combination

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 or December 31, 2022.

On March 1, 2022, prior to the Closing, as contemplated by that certain Agreement and Plan of Merger dated as of October 6, 2021, as amended on December 23, 2021 and January 10, 2022 (as amended, the “Merger Agreement”), by and among SNII, Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Legacy Rigetti and following approval by SNII’s shareholders at an extraordinary general meeting of shareholders held on February 28, 2022 (the “Extraordinary General Meeting”), SNII filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation (the “Certificate of Incorporation”) and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SNII was domesticated and continues as a Delaware corporation, changing its name to “Rigetti Computing, Inc.”

As a result of and upon the effective time of the Domestication (which occurred on March 1, 2022), among other things:(1) each then issued and outstanding Class A ordinary share, par value

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

one-for-one

basis, into a share of Common Stock; (2) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of SNII (“SNII Class B ordinary share”) converted automatically, on a

one-for-one

basis, into a share of Common Stock; (3) each then issued and outstanding whole warrant of SNII to purchase one SNII Class A ordinary shares converted automatically into a Public Warrant to acquire one share of Common Stock at an exercise price of $11.50 per share pursuant to the Warrant Agreement, dated March 1, 2021, between SNII and American Stock Transfer & Trust Company, as warrant agent; (4) and each then issued and outstanding unit of SNII (the “SNII Units”) was separated and converted automatically into one share of Common Stock and

one-fourth

of one Warrant.

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

C-1

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

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

In connection with the execution of the Merger Agreement, SNII entered into a sponsor support agreement (the “Sponsor Support Agreement”) with Supernova Partners II, LLC (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

(such shares, the “Promote Sponsor Vesting Shares”), 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

(such shares, the “Sponsor Redemption-Based Vesting Shares,” and, collectively with the Promote Sponsor Vesting Shares, the “Sponsor Vesting Shares”). Any such shares held by the Sponsor Holders that remain unvested after the fifth anniversary of the Closing will be forfeited (Refer to Note 4 for related significant accounting policy for the

Earn-Out

Liability related to the Sponsor Vesting Shares).

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

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

purposes.

In accounting for the Business Combination and after redemptions, net proceeds received by the Company totaled $

225.6

million. The table below shows the net proceeds from business combination and PIPE financing:


	(in thousands)
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 Business Combination. 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 the earnout related to the Sponsor Vesting Shares were expensed in the condensed consolidated statements of operations. Of the total transaction costs 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 expensed in the three months ended March 31, 2022. Cash transaction costs paid in the three months ended March 31, 2022 totaled $16.7 million. Bonuses paid to certain employees related to the business combination in the three months ended March 31, 2022 totaled $2.1 million.

The amount recorded to additional

paid-in-capital

was $159.55 million (as discussed in Note 1), comprised of $225.6 million net proceeds less $19.75 million transaction costs, $16.3 million recognized for the Public Warrant liabilities, $9.6 million (as discussed in Note 1) recognized for the Private Warrant liabilities, and $20.4 million recognized for the

earnout liability related to the Sponsor Vesting Shares.

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 “Promote Sponsor Vesting Shares” and (ii) 580,273 shares of “Sponsor Redemption-Based Vesting Shares”.

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

one-for-one

and for Legacy Series C-1 Preferred Stock was

eight-for-one.

Investments - Additional Information (Detail) - Eight Major Securities [Member] $ in Millions	Mar. 31, 2023 USD ($) Securities
Debt Securities, Available-for-Sale [Line Items]
Unrealized loss position with a market value	$ 33.8
Unrealized loss position with accumulated loss	$ 0.1
Number of Positions \| Securities	8

Changes in Stockholders' Equity(Deficit) - Summary of Reconciliation of Changes in Stockholders Equity (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class of Stock [Line Items]
Beginning balance	$ 150,224	$ (71,528)
Issuance of common stock upon conversion of Legacy Series C and C-1 preferred stock in connection with the Business Combination (Note 3)		81,523
Issuance of common stock through Business Combination and PIPE Financing, net of transaction costs and derivative liabilities (Note 3)		159,538
Issuance of common stock upon exercise of stock options	$ 750	574
Issuance of common stock upon exercise of stock options, shares	2,860,010
Issuance of common stock upon exercise of common stock warrants	$ 1	28
Issuance of common stock upon release of restricted stock units	0
Capitalization of deferred costs to equity upon share issuance	(13)
Stock-based compensation	1,703	11,481
Foreign currency translation gain/loss	(83)	9
Change in unrealized loss on available-for-sale securities	238	0
Net loss	(23,354)	(17,642)
Ending balance	$ 129,466	163,983
Ending balance, shares	113,810,285
Preferred Stock \| Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Beginning balance		$ 81,523
Beginning balance, shares		77,697
Issuance of common stock upon conversion of Legacy Series C and C-1 preferred stock in connection with the Business Combination (Note 3)		$ (81,523)
Issuance of common stock upon conversion of Legacy Series C and C-1 preferred stock in connection with the Business Combination (Note 3), shares		(77,697)
Ending balance		$ 0
Ending balance, shares		0
Common Stock
Class of Stock [Line Items]
Beginning balance	$ 12	$ 2
Beginning balance, shares	125,257	18,221
Issuance of common stock upon conversion of Legacy Series C and C-1 preferred stock in connection with the Business Combination (Note 3)		$ 6
Issuance of common stock upon conversion of Legacy Series C and C-1 preferred stock in connection with the Business Combination (Note 3), shares		57,380
Issuance of common stock through Business Combination and PIPE Financing, net of transaction costs and derivative liabilities (Note 3)		$ 3
Issuance of common stock through Business Combination and PIPE Financing, net of transaction costs and derivative liabilities (Note 3), shares		34,851
Issuance of common stock upon exercise of stock options, shares	2,860	1,124
Issuance of common stock upon exercise of common stock warrants, share	127	2,234
Issuance of common stock upon release of RSU's, share	927
Ending balance	$ 12	$ 11
Ending balance, shares	129,171	113,810
Additional Paid-In Capital
Class of Stock [Line Items]
Beginning balance	$ 429,025	$ 135,549
Issuance of common stock upon conversion of Legacy Series C and C-1 preferred stock in connection with the Business Combination (Note 3)		81,517
Issuance of common stock through Business Combination and PIPE Financing, net of transaction costs and derivative liabilities (Note 3)		159,535
Issuance of common stock upon exercise of stock options	750	574
Issuance of common stock upon exercise of common stock warrants	1	28
Capitalization of deferred costs to equity upon share issuance	(13)
Stock-based compensation	1,703	11,481
Ending balance	431,466	388,684
Accumulated Other Comprehensive Gain (Loss)
Class of Stock [Line Items]
Beginning balance	(161)	52
Foreign currency translation gain/loss	(83)	9
Change in unrealized loss on available-for-sale securities	238
Ending balance	(6)	61
Accumulated Deficit
Class of Stock [Line Items]
Beginning balance	(278,652)	(207,131)
Net loss	(23,354)	(17,642)
Ending balance	$ (302,006)	$ (224,773)

Warrants

3 Months Ended

Mar. 31, 2023

Class of Warrant or Right [Line Items]

Warrants

12. 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 March 31, 2023 there were 8,625,000 Public Warrants issued and outstanding (Refer to Note 8 for fair value measurement). The Public Warrants are accounted for as a derivative liability. The fair value of the Public

arrants is measured at each reporting period based on the listed price for the warrants, with subsequent changes in the fair value recognized in the condensed consolidated statement of operations at each reporting date.

The calculated fair value of the derivative liability for the Public Warrants at March 31, 2023 and December 31, 2022 was $0.9 million and $0.7 million, respectively. The change in the fair value of the Public

arrants included in the condensed consolidated statement of operations in the three months ended March 31, 2023 and March 31, 2022 was a loss of $0.3 million and a gain of $5.1 million, respectively.

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 March 31 2023. The Private Warrants are accounted for as a derivative liability. The fair value of the Private Warrants is determined using the Black-Scholes option-pricing model, with subsequent changes in the fair value recognized in the condensed consolidated statements of operations at each reporting date.

The calculated fair value of the derivative liability for the Private Warrants at March 31, 2023 and December 31, 2022 was $

1.7

million and $

1.1

million, respectively. The change in the fair value of the Private Warrants included in the condensed consolidated statements of operations in the three months ended March 31, 2023 and March 31, 2022 was a loss of $

0.6

million and $

0.8

million, respectively.

Significant inputs into the Black-Scholes option-pricing models used to value the Private Warrants at March 31, 2023, December 31, 2022 and March 2, 2022 (initial recognition) are as follows:


Valuation Assumptions	March 31, 2023			December 31, 2022			March 2, 2022
Stock Price	$	0.72		$	0.73		$	9.43
Strike Price	$	11.50		$	11.50		$	11.50
Volatility (annual)		138.16	%		109.26	%		30.66	%
Risk-free rate		3.679	%		4.04	%		1.74	%
Estimated time to expiration (years)		3.922			4.172			5.000
Dividend yield		—	%		—	%		—	%

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

distribution.

Trinity Warrants

The Trinity Warrants were issued in March of 2021 for 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 a total of 783,129

common stock warrants issued in conjunction with the Loan and Security Agreement in 2021. The Trinity Warrants issued were classified as a liability under ASC 480, “Distinguishing Liabilities from Equity”. The Company utilized a Black-Scholes model to determine the grant fair value of the warrants which was approximately

$2.7

million and was recorded as a debt issuance cost. The outstanding warrants were subsequently re-measured at each reporting period using the Black-Scholes model with changes recorded as a component of other income in the Company’s condensed 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

Trinity Warrants were exercised and the fair value of the warrant liability was reclassified to equity.

The change in the fair value of the Trinity Warrants included in the condensed consolidated statements of operations in the three months ended March 31, 2022 was a loss of $0.5 million.

Significant inputs into the Black-Scholes option pricing model used to value the Trinity Warrants at March 31, 2022 were as follows:


Valuation Assumptions	March 31, 2022
Stock price	$	6.30
Strike price	$	0.27
Annual volatility		105.10	%
Risk-free rate		2.29	%
Estimated time to expiration (years)		9.000
Dividend yield		—	%

Equity Classified Warrants

Series C Preferred Stock Financing Warrants

Between February 2020 and May 2020, a subsidiary of Legacy Rigetti issued and sold an aggregate of 69,223,658 shares (Post conversion - 54,478,260 shares) of its Series C Preferred Stock at a purchase price of $0.906793 per share (Post conversion - $1.15 per share), for an aggregate purchase price of $56.2 million (the “Series C Preferred Stock Financing”). In conjunction

with the 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 Warrant

In February 2020, the Company issued a

arrant to purchase 2,680,607

shares of Class A Common Stock to a customer in conjunction with a revenue arrangement (the “Customer Warrant”). The Customer Warrant has a

$1.152

exercise price per share and a

10-year

term to expiration. The Customer Warrant vests upon the achievement of certain performance conditions (i.e., sales milestones) defined in the agreement, and upon a change of control, either

% or

100

of the then unvested Customer Warrant will become fully vested, dependent on the acquiring party in the change of control transaction. The Customer Warrant 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 Warrant met the requirements for equity classification under ASC 718 and measured the Customer Warrant based on its 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 Warrant will be met. As of March 31, 2023, the deferred asset balance outstanding is approximately $0.1 million, which will be recognized as a reduction in revenue in future periods.

The vesting status of the Customer Warrant at March 31, 2023 and December 31,2022 was as follows:


	March 31, 2023		December 31, 2022
Vested Customer Warrant shares		1,340,297		1,340,297
Unvested Customer Warrant shares		1,340,310		1,340,310

		2,680,607		2,680,607

Concentrations, significant customers and geographic areas - (Tables)

3 Months Ended

Mar. 31, 2023

Concentration Risk [Line Items]

Summary of revenue by geography

The following table presents a summary of revenue by geography for the three months ended March 31, 2023 and March 31, 2022


	Three Months Ended March 31,
(In thousands)	202 3		202 2
United States	$	2,039	$	1,900
Europe		162		204

Total revenue	$	2,201	$	2,104

Revenue [Member]

Concentration Risk [Line Items]

Summary of customers revenue and accounts receivable

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


	Three Months Ended March 31
	2023			2022
Customer A		51	%		13	%
Customer B		23	%			*
Customer C		18	%		23	%
Customer D			*		47	%

Accounts Receivable [Member]

Concentration Risk [Line Items]

Summary of customers revenue and accounts receivable

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


	March 31, 2023			December 31, 2022
Customer A		91	%		65	%
Customer B			*		13	%
Customer C			*		10	%
Customer D			*			*

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

Warrants - Additional Information (Detail)			3 Months Ended		4 Months Ended
Warrants - Additional Information (Detail)	Mar. 31, 2023 USD ($) $ / shares shares	Jun. 02, 2022 USD ($)	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2022 USD ($)	May 31, 2020 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Mar. 31, 2021 shares	Jan. 31, 2021 $ / shares shares
Class Of Warrant Or Right [Line Items]
Warrants outstanding \| shares	2,680,607		2,680,607			2,680,607
Change in fair value of the warrant			$ 873,000	$ (3,771,000)
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
Series C Preferred Stock [Member] \| Post Conversion [Member]
Class Of Warrant Or Right [Line Items]
Share price \| $ / shares					$ 1.15
Number of new stock issued during the period \| shares					54,478,260
Series C Preferred Stock [Member] \| Pre Conversion [Member]
Class Of Warrant Or Right [Line Items]
Share price \| $ / shares					$ 0.906793
Value of new stock issued during the period					$ 56,200,000
Number of new stock issued during the period \| shares					69,223,658
Public Warrants
Class Of Warrant Or Right [Line Items]
Warrants outstanding \| shares	8,625,000		8,625,000
Exercise price of warrants \| $ / shares	$ 11.5		$ 11.5
Change in fair value of the warrant			$ 300,000	5,100,000
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
Derivative Liability Fair Value	$ 900,000		$ 900,000			$ 700,000
Private Warrants
Class Of Warrant Or Right [Line Items]
Change in fair value of the warrant			600,000	800,000
Derivative Liability Fair Value	$ 1,700,000		$ 1,700,000			$ 1,100,000
Common Stock Warrants
Class Of Warrant Or Right [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares	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		$ 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 \| shares			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 \| shares								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 \| shares			469,877
Class of Warrants or Rights Aggregate Fair Value of Warrants at the Time of Grant			$ 2,700,000
Change in fair value of the warrant				$ 500,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares	783,129		783,129
Warrants Outstanding		$ 783,129
Warrant liability		$ 6,400,000

Business Combination (Tables)

3 Months Ended

Mar. 31, 2023

Business Combinations [Abstract]

Summary of net proceeds from business combination and PIPE financing

In accounting for the Business Combination and after redemptions, net proceeds received by the Company totaled $

225.6

million. The table below shows the net proceeds from business combination and PIPE financing:


	(in thousands)
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 “Promote Sponsor Vesting Shares” and (ii) 580,273 shares of “Sponsor Redemption-Based Vesting Shares”.

one-for-one

and for Legacy Series C-1 Preferred Stock was

eight-for-one.

Business Combination - Summary of Consummation of the Business Combination (Parenthetical) (Detail)	Mar. 31, 2023 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