0001558370-24-003234 | 10-K | XBRL Viewer

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Income Taxes - Summary of Effective Income Tax Rate Reconciliation (Detail)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Total pre-tax book income	21.00%	21.00%
State and local income taxes	(5.00%)	11.00%
IRC 382 limitation	(10.00%)
Fair market value adjustments	(1.00%)	14.00%
Non-deductible executive compensation		(4.00%)
Goodwill impairment		(2.00%)
Transaction costs		3.00%
Change in valuation allowance	2.00%	(42.00%)

Warrants (Tables)

12 Months Ended

Dec. 31, 2023

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 Monte Carlo simulation models as of December 31, 2023, December 31, 2022 and March 2, 2022, (the date of initial recognition) are as follows:


Valuation Assumptions	December 31, 2023		December 31, 2022		March 2, 2022
Stock price	$	0.98	$	0.73	$	9.43
Simulated trading days		798		1,050		1,198
Annual volatility (%)		144.50%		109.30%		30.50%
Risk-free rate (%)		4.00%		4.04%		1.74%
Estimated time to expiration (in years)		3.17		4.17		5.00

Summary of vesting status of the Customer Warrant

The vesting status of the Customer Warrant is as follows:


	December 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 Warrants

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 December 31, 2023, December 31, 2022 and March 2, 2022 (initial recognition date) are as follows:



Valuation Assumptions	December 31, 2023		December 31, 2022		March 2, 2022
Stock Price	$	0.98	$	0.73	$	9.43
Strike Price	$	11.50	$	11.50	$	11.50
Volatility (annual) (%)		144.50%		109.26%		30.66%
Risk-free rate (%)		4.00%		4.04%		1.74%
Estimated time to expiration (years)		3.17		4.17		5.00
Dividend yield (%)		—		—		—

Trinity Warrants

Class of Warrant or Right [Line Items]

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

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


Valuation Assumptions	June 2, 2022
Stock Price	$	8.23
Strike Price	$	0.27
Volatility (annual) (%)		105.10%
Risk-free rate (%)		2.94%
Estimated time to expiration (years)		9.00
Dividend yield (%)		—

Share-Based Compensation - Schedule Of Employee Service Share Based Compensation Allocation Of Recognized Period Costs (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	$ 12,409	$ 44,812
Research And Development Expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	9,442	14,092
Selling, General and Administrative Expenses
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	$ 2,967	$ 30,720

Warrants - Additional Information (Detail) - USD ($)				1 Months Ended	12 Months Ended
Warrants - Additional Information (Detail) - USD ($)	Mar. 14, 2024	Jun. 02, 2022	Mar. 02, 2022	Feb. 29, 2020	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2021	Jan. 31, 2021
Class Of Warrant Or Right [Line Items]
Exercise price of warrants					$ 11.50
Share price					$ 0.01
Number of trading days for determining the share price			20 days
Warrants outstanding					2,680,607	2,680,607
Fair value adjustment of warrants					$ 1,160,000	$ (22,132,000)
Proceeds from sale of common stock through Purchase Agreement					$ 20,544,000
Warrants and rights outstanding, term					5 years
Adjustment to additional paid in capital warrants issued					$ 1,200,000
Series C Preferred Stock \| Post Conversion
Class Of Warrant Or Right [Line Items]
Share price	$ 1.15
Proceeds from sale of common stock through Purchase Agreement (in shares)	54,478,260
Series C Preferred Stock \| Pre Conversion
Class Of Warrant Or Right [Line Items]
Proceeds from sale of common stock through Purchase Agreement	$ 56,200,000
Public Warrants
Class Of Warrant Or Right [Line Items]
Exercise price of warrants					$ 11.50
Share price					$ 18.00
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
Warrants outstanding					8,625,000
Derivative liabilities					$ 1,300,000	700,000
Fair value adjustment of warrants					$ 600,000	15,600,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					0.361
Warrants Outstanding					$ 9,802,138
Private Warrants
Class Of Warrant Or Right [Line Items]
Derivative liabilities					1,600,000	1,100,000
Fair value adjustment of warrants					$ 500,000	8,500,000
Number of Warrants Converted from Once Class to Another Class					1,177,166
Common Stock Warrants
Class Of Warrant Or Right [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					783,129		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
Deferred assets in connection with warrants issued to Customer					$ 100,000
Warrants To Purchase Class A Common Stock \| Series C Redeemable Convertible Preferred Stock
Class Of Warrant Or Right [Line Items]
Exercise price of warrants					$ 0.01
Class Of Warrants Or Rights Warrants Issued During The Period					5,248,183
Warrants and rights outstanding, term					10 years
Customer Warrants \| Class A Ordinary Shares
Class Of Warrant Or Right [Line Items]
Exercise price of warrants								$ 1.152
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				2,680,607
Warrants and rights outstanding, term								10 years
Customer Warrants \| Class A Ordinary Shares \| Maximum
Class Of Warrant Or Right [Line Items]
Class Of Warrants Vesting Percentage				100.00%
Customer Warrants \| Class A Ordinary Shares \| Minimum
Class Of Warrant Or Right [Line Items]
Class Of Warrants Vesting Percentage				50.00%
Trinity Warrants
Class Of Warrant Or Right [Line Items]
Fair value adjustment of warrants					$ 0	$ 2,000,000.0
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					783,129
Class of warrant or right issued during period, Warrants					469,877
Class of Warrants or Rights Aggregate Fair Value of Warrants at the Time of Grant					$ 2,700,000
Warrant liability		$ 6,400,000
Warrants Outstanding		$ 783,129

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net Income (Loss)	$ (75,107)	$ (71,521)
Other comprehensive income (loss):
Foreign currency translation adjustments	80	101
Unrealized gains (losses) on available-for-sale debt securities	325	(314)
Total other comprehensive income (loss) before income taxes	405	(213)
Income taxes	0	0
Total other comprehensive income (loss) after income taxes	405	(213)
Total comprehensive loss	$ (74,702)	$ (71,734)

- 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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- Definition

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

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+ Details

- Definition

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

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-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481694/830-30-45-20

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-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
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-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

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-Topic 740
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482659/740-20-45-11

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 45
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482659/740-20-45-2

+ Details

Property and Equipment, Net

12 Months Ended

Dec. 31, 2023

Property and Equipment, Net

Property and Equipment, Net

(7) Property and Equipment, Net

Property and equipment as of December 31, 2023 and 2022 are composed of the following (in thousands):


	December 31,		December 31,
	2023		2022
Quantum computing fridges	$	39,801	$	30,218
Process equipment		25,121		23,330
Leasehold improvements		8,372		7,561
IT Hardware		3,245		3,035
Furniture and other assets		1,246		1,246
Total property and equipment		77,785		65,390
Less: Accumulated depreciation and amortization		(33,302)		(25,860)
Property and equipment - net	$	44,483	$	39,530

As of December 31, 2023 and December 31, 2022, 99.95% and 98.8%, respectively, of the total gross property and equipment was located in the United States, and 0.05% and 1.2% respectively, of the total gross property and equipment was located in the United Kingdom. Total depreciation and amortization expense for the years ended December 31, 2023 and December 31, 2022 was $7.4 million and $7.0 million, respectively.

Share-Based Compensation -Schedule Of Share Based Payment Award Stock Options Valuation Assumptions (Detail) - $ / shares					12 Months Ended
	Nov. 22, 2023	Nov. 15, 2023	Aug. 16, 2023	Mar. 20, 2023	Dec. 31, 2023	Dec. 31, 2022
Granted (in shares)					2,791,100
Market Based Vesting Award [Member]
Granted (in shares)						500,000
Stock Options
Strike price	$ 1.05	$ 1.17	$ 2.09	$ 0.60
Annual volatility	122.00%	114.00%	99.00%	119.00%
Risk- free rate	4.45%	4.54%	4.39%	3.63%
Expected term (years)	5 years 9 months 7 days	6 years	6 years 10 days	6 years 7 days
Restricted Stock Units (RSUs)
Stock price					$ 0.60
Simulated trading days					1260 days
Annual volatility					140.50%
Risk- free rate					3.63%
Expected term (years)					5 years
Minimum \| Stock Options
Expected term (years)					1 year
Maximum \| Stock Options
Expected term (years)					5 years

Net Loss Per Share - Additional Information (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Exercise price of warrants	$ 11.50
Weighted-average common shares outstanding - Basic	131,977,000	102,301,000
Weighted-average common shares outstanding - Diluted	131,977,000	102,301,000
Sponsor Vesting Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	3,059,273	3,059,273
Warrant
Exercise price of warrants	$ 0.01	$ 0.01
Weighted-average common shares outstanding - Basic	1,194,069	2,541,856
Weighted-average common shares outstanding - Diluted	1,194,069	2,541,856

Revenue Recognition - Summary of Change in Contract with Customer, Asset and Liability (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue Recognition
Balance at beginning of period	$ (961)	$ (985)
Deferral of revenue	(2,499)	(545)
Recognition of deferred revenue	3,117	569
Total deferred revenue at end of period	$ (343)	$ (961)

Share-Based Compensation - Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Intrinsic Value (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation
Outstanding beginning balance (in shares)	8,845,903
Granted (in shares)	2,791,100
Exercised (in shares)	(4,046,365)
Forfeited and expired (in shares)	(541,348)
Outstanding ending balance (in shares)	7,049,290	8,845,903
Exercisable (in shares)	2,766,376
Weighted Average Exercise Price Per Share ,Outstanding beginning balance	$ 0.38
Weighted Average Exercise Price Per Share , Granted	1.21
Weighted Average Exercise Price Per Share ,Exercised	0.27
Weighted Average Exercise Price Per Share , Forfeited and expired	0.27
Weighted Average Exercise Price Per Share , Outstanding ending balance	0.82	$ 0.38
Weighted Average Exercise Price Per Share , Exercisable	$ 0.44
Weighted- Average Contractual Life (in years) , Outstanding	8 years 2 months 23 days	7 years 2 months 12 days
Weighted- Average Contractual Life (in years) , Exercisable	6 years 7 months 17 days
Aggregate Intrinsic Value beginning balance	$ 3,103
Aggregate Intrinsic Value , Exercised	2,044	$ 9,900
Aggregate Intrinsic Value ending balance	2,017	$ 3,103
Aggregate Intrinsic Value , Exercisable	$ 1,608

Investments (Tables)

12 Months Ended

Dec. 31, 2023

Investments

Schedule of fair value of the fixed income investments

The amortized cost, gross unrealized holding gains and losses included in other comprehensive income (loss) and the fair value of the fixed income securities at December 31, 2023 and December 31, 2022, respectively, are presented in the tables below (in thousands):


	December 31, 2023
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Available-for-sale investments:
U.S. treasury securities	$	45,252	$	18	$	—	$	45,270
U.S. government agency bonds		7,933		—		(6)		7,927
Corporate bonds		25,341		6		(7)		25,340
Available-for-sale investments – short-term	$	78,526	$	24	$	(13)	$	78,537


	December 31, 2022
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
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

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue Recognition
Contract with customer, liability, revenue recognized	$ 0.8	$ 0.6
Transaction price allocated to remaining performance obligations	$ 3.0

Fair Value Measurements - Additional Information (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Assets transfer from level 1 to level 2	$ 0	$ 0
Assets transfer from level 2 to level 1	0	0
Liabilities transfer from level 1 to level 2	0	0
Assets transfer into level 3	0	0
Assets transfer out of level 3	0	0
Liabilities transfer into level 3	0	0
Liabilities transfer out of level 3	$ 0	$ 0
Derivative Warrant Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative liability of warrants transferred from Level 3 to Level 1 \| shares	1,177,166
Gain (Loss) on transfers	$ 500
Maximum \| Estimated Probability of Occurrence \| Forward Warrant
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.50
Minimum \| Estimated Probability of Occurrence \| Forward Warrant
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2023

Revenue Recognition

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 years ended December 31, 2023 and December 31, 2022 (in thousands):


	Year Ended December 31,
	2023		2022
Collaborative research, other professional services and related materials	$	9,672	$	9,917
Access to quantum computing systems		2,336		3,185
	$	12,008	$	13,102


	Year Ended December 31,
	2023		2022
Revenue recognized at a point in time	$	748	$	-
Revenue recognized over time		11,260		13,102
	$	12,008	$	13,102

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


	December 31, 2023		December 31, 2022		December 31, 2021
Trade receivables	$	2,650	$	6,143	$	962
Unbilled receivables	$	2,379	$	92	$	581
Deferred revenue	$	(343)	$	(961)	$	(985)

Summary of Change in Contract with Customer, Asset and Liability


	Year Ended December 31,
	2023		2022
Balance at beginning of period	$	(961)	$	(985)
Deferral of revenue		(2,499)		(545)
Recognition of deferred revenue		3,117		569
Total deferred revenue at end of period	$	(343)	$	(961)

Business Combination - Summary of Net proceeds from Business Combination and PIPE financing (Details) - USD ($) $ in Thousands		12 Months Ended
	Mar. 02, 2022	Dec. 31, 2023	Dec. 31, 2022
Business Combination
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	$ 0	$ 225,604

Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) - Common Class A [Member] - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	33,017,142	34,622,621
Common Stock Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	14,450,430	14,444,127
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	7,049,290	8,845,903
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	11,517,422	11,332,591

Restructuring and severance - Additional Information (Detail) $ in Thousands		12 Months Ended
	Feb. 28, 2023 employee	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Restructuring and severance
Number Of Employees \| employee	50
Percentage Of Reduction In Employees	28.00%
Restructuring		$ 991	$ 0
Accrual for contractual severance benefits		$ 200

Investments - Summary of Fair Value of Available For Sale Securities (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 78,526	$ 85,237
Unrealized Gains	24
Unrealized Losses	(13)	(314)
Available-for-sale investments	78,537	84,923
U.S. treasury securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	45,252	58,514
Unrealized Gains	18
Unrealized Losses		(304)
Available-for-sale investments	45,270	58,210
U.S. government agency bonds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	7,933
Unrealized Losses	(6)
Available-for-sale investments	7,927
Corporate bonds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	25,341	3,581
Unrealized Gains	6
Unrealized Losses	(7)	(10)
Available-for-sale investments	$ 25,340	3,571
Commercial paper
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost		23,142
Available-for-sale investments		$ 23,142

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (b)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Revenue Recognition - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 12,008	$ 13,102
Revenue recognized at a point in time [Member]
Disaggregation of Revenue [Line Items]
Revenue	748
Revenue recognized over time [Member]
Disaggregation of Revenue [Line Items]
Revenue	11,260	13,102
Collaborative research, other professional services and related materials [Member]
Disaggregation of Revenue [Line Items]
Revenue	9,672	9,917
Access to quantum computing systems [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 2,336	$ 3,185

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (a)
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Topic 280
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Warrants- Schedule Of Fair Value Of The Private Placement Warrant Measured Using Black Scholes Approach (Detail)	Dec. 31, 2023 $ / shares Y	Dec. 31, 2022 $ / shares Y	Jun. 02, 2022 $ / shares Y	Mar. 02, 2022 $ / shares Y
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input			8.23
Stock price \| Private Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.98	0.73		9.43
Strike Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input			0.27
Strike Price \| Private Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	11.50	11.50		11.50
Volatility (annual)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input			105.10
Volatility (annual) \| Private Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	144.50	109.26		30.66
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input			2.94
Risk-free rate \| Private Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	4.00	4.04		1.74
Estimated time to expiration (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input \| Y			9.00
Estimated time to expiration (in years) \| Private Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input \| Y	3.17	4.17		5.00

Income Taxes - Summary of Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 56,529	$ 61,313
Accruals and reserves	81	160
Stock-based compensation	1,298	5,233
Research and development credits	11	11
Intangible assets	20,155	11,509
Operating lease liability	2,146	2,507
Gross deferred assets	80,220	80,733
Deferred tax liabilities:
ROU asset	(1,926)	(2,289)
Depreciation and amortization	(3,156)	(2,063)
Total deferred tax liabilities	(5,082)	(4,352)
Total net deferred tax assets	75,138	76,381
Valuation allowance	$ (75,138)	$ (76,381)

Concentrations, Significant Customers and Geographic Areas - Summary of Customers Revenue and Receivables (Detail)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	10.00%
Revenue
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	80.90%	81.30%
Revenue \| Customer A
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	30.00%	33.00%
Revenue \| Customer B
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	17.00%	18.00%
Revenue \| Customer C
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	20.00%	15.00%
Revenue \| Customer D
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage		14.00%
Revenue \| Customer E
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage		11.00%
Revenue \| Customer F
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	11.00%
Accounts receivable
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	10.00%
Accounts receivable \| Customer A
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	39.00%	65.00%
Accounts receivable \| Customer B
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage		13.00%
Accounts receivable \| Customer C
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage		10.00%
Accounts receivable \| Customer D
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	12.00%

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Expenses and Other Current Liabilities

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	December 31,		December 31,
	2023		2022
Utilities	$	2,273	$	1,818
Property and other taxes		2,039		1,161
Property and equipment		1,019		639
Payroll and other payroll costs		1,654		781
Subcontractor cost		775		804
Accrued interest		297		314
Professional and subscription fees		220		2,044
Others		286		644
	$	8,563	$	8,205

Forward Warrant Agreement - Additional Information (Detail) $ / shares in Units, $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2022 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares
Class of Warrant or Right [Line Items]
Exercise price of warrants \| $ / shares		$ 11.50
Forward Warrant
Class of Warrant or Right [Line Items]
Derivative liabilities		$ 2.2
Derivative asset			$ 5.8
Maximum \| Estimated Probability of Occurrence \| Forward Warrant
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input		0.50
Minimum \| Estimated Probability of Occurrence \| Forward Warrant
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input		0
Forward Warrant Agreement \| Rigetti
Class of Warrant or Right [Line Items]
Derivative asset			$ 2.2
Forward Warrant Agreement \| Ampere \| Rigetti
Class of Warrant or Right [Line Items]
Proceeds from Issuance of Warrants		$ 10.0
Stock issued during period number of warrants issued \| shares		1,000,000
Exercise price of warrants \| $ / shares		$ 0.0001
Additional consideration no longer payable	$ 5.0
Warrants Issued \| shares			500,000
Forward Warrant Agreement \| Ampere \| Rigetti \| Share-based Payment Arrangement, Tranche One
Class of Warrant or Right [Line Items]
Business combination consideration to be paid	$ 5.0
Share based compensation arrangement share based payment award options vested and exercisable \| shares	500,000
Forward Warrant Agreement \| Ampere \| Rigetti \| Share-based Payment Arrangement, Tranche Two
Class of Warrant or Right [Line Items]
Business combination consideration to be paid	$ 5.0

Fair Value Measurements - Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Earn-out Liability	$ 2,200	$ 1,200
Fair Value, Inputs, Level 1
Assets:
Assets	41,021	94,556
Liabilities:
Derivative liabilities	1,323	699
Fair Value, Inputs, Level 1 \| Money market funds
Assets:
Cash equivalents	15,681	36,346
Fair Value, Inputs, Level 1 \| U.S. treasury securities
Assets:
Assets		58,210
Fair Value, Inputs, Level 1 \| Corporate bonds
Assets:
Assets	25,340
Fair Value, Inputs, Level 2
Assets:
Assets	53,197	26,713
Fair Value, Inputs, Level 2 \| U.S. treasury securities
Assets:
Assets	45,270
Fair Value, Inputs, Level 2 \| U.S. government agency bonds
Assets:
Assets	7,927
Fair Value, Inputs, Level 2 \| Corporate bonds
Assets:
Assets		3,571
Fair Value, Inputs, Level 2 \| Commercial paper
Assets:
Assets		23,142
Fair Value, Inputs, Level 3
Assets:
Assets		2,229
Liabilities:
Derivative liabilities	3,759	2,274
Fair Value, Inputs, Level 3 \| Earn-out liabilities
Liabilities:
Earn-out Liability	2,155	1,206
Public Warrants \| Fair Value, Inputs, Level 1 \| Derivative
Liabilities:
Derivative liabilities	1,323	699
Private Warrants \| Fair Value, Inputs, Level 3 \| Derivative
Liabilities:
Derivative liabilities	$ 1,604	1,068
Forward warrant agreement \| Fair Value, Inputs, Level 3
Assets:
Assets		$ 2,229

Business Combination - Summary of Consummation of the Business Combination (Parenthetical) (Detail)	Mar. 02, 2022 shares
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items]
Shares outstanding	113,810,285
Common stock shares exchange ratio	0.7870
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

Goodwill

12 Months Ended

Dec. 31, 2023

Goodwill

Goodwill

(8) Goodwill

The following table sets forth the change in goodwill for the year ended December 31, 2022 (in thousands):


Balance as of December 31, 2021	$	5,377
Goodwill acquired		—
Impairment charge		(5,377)
Balance as of December 31, 2022	$	—

During the year ended December 31, 2022, the Company conducted its annual goodwill impairment testing using qualitative and qualitative factors that indicated a possible impairment of goodwill. Under the qualitative assessment, management considered relevant events and circumstances including but not limited to macroeconomic conditions, industry and market considerations, Company performance and events directly affecting the Company. It was noted that the Company experienced a sustained decline in stock price resulting in a triggering event for goodwill impairment. As a result, further quantitative analysis was conducted to determine the extent to which the Company’s carrying value exceeded its fair value as of December 31, 2022. Fair value for the quantitative analysis was based on the Company’s market capitalization adjusted for a control premium determined from market comparable transactions. Based on the quantitative analysis, it was determined that the Company’s fair value was significantly less than its carrying value, resulting in a non-cash goodwill impairment charge of $5.4 million for the year ended December 31, 2022.

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Net Loss Per Share

Schedule of earnings per share basic and diluted

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts):


	Year Ended December 31,
	2023		2022
Numerator:
Net loss	$	(75,107)	$	(71,521)
Denominator:
Weighted-average shares outstanding - basic and diluted		131,977		102,301
Net loss per share - basic and diluted	$	(0.57)	$	(0.70)

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 years ended December 31, 2023 and December 31, 2022:


	Year Ended December 31,
	2023	2022
Common Stock Warrants (1)	14,450,430	14,444,127
Stock Options	7,049,290	8,845,903
Restricted Stock Units	11,517,422	11,332,591
	33,017,142	34,622,621

(1)	The number of outstanding warrants does not include 1,340,310 Unvested Customer Warrants as of December 31, 2023 and December 31, 2022, respectively.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Compensation

Share-Based Compensation

(15) Stock-Based Compensation

2013 Equity Incentive Plan

In 2013, the Company adopted the 2013 Equity Incentive Plan ( the “2013 Plan”) which provided 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 Business Combination effective March 2, 2022, no additional awards were issued under the 2013 Plan. Awards outstanding under the 2013 Plan will continue to be governed by such plan; however, the Company will not grant any further awards under the 2013 Plan.

2022 Equity Incentive Plan

In connection with the Business Combination (Note 3), the shareholders approved the Rigetti Computing, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) in February, 2022, which became effective immediately upon the Closing Date. The 2022 Plan provides for the grant of ISOs, NSOs, stock appreciation rights, restricted stock awards (“RSA”), restricted stock unit awards, performance awards and other forms of awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates. As of December 31, 2023, there were 19,900,944 shares of common stock reserved for issuance under the 2022 Plan and 4,558,706 shares remain available for future issuance. 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. Accordingly, as of January 1, 2024, the number of shares of common stock reserved for issuance under the “2022 Plan” was increased by 9,120,013 shares.

Stock Options Activity

The following is a summary of stock option activity (intrinsic values in thousands):


		Weighted		Weighted-
		Average		Average	Aggregate
		Exercise		Contractual	Intrinsic
	Options Outstanding	Price Per Share		Life (in years)	Value
Outstanding, December 31, 2022	8,845,903	$	0.38	7.20	$	3,103
Granted	2,791,100		1.21
Exercised	(4,046,365)		0.27		$	2,044
Forfeited and expired	(541,348)		0.27
Outstanding and expected to vest, December 31, 2023	7,049,290	$	0.82	8.23	$	2,017
Exercisable, December 31, 2023	2,766,376	$	0.44	6.63	$	1,608

The weighted-average grant date fair value of stock options granted during the years ended December 31, 2023 and December 31, 2022 was $1.03 and $0.81 per share, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2023 and December 31, 2022 was $2.0 million and $9.9 million, respectively. The Company received proceeds from stock option exercises of $1.1 million and $1.0 million during the years ended December 31, 2023 and December 31, 2022, respectively.

Stock-based compensation expense related to stock options granted to employees was $1.5 million for each of the years ended December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, the unrecognized compensation expense related to unvested stock options was $3.5 million, which is expected to be recognized over a weighted-average period of 2.67 years.

Fair Value of Stock Option Grants

The fair value of each stock 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 a blended average of the historical volatility of a peer group of similar public companies and the implied volatility from the Company’s traded warrants. The Company has not been public for a sufficient length of time to derive expected volatility from trading in its common stock. The expected term of stock 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 term of the stock option. In determining the exercise prices for stock options granted, the Company’s board of directors has utilized the fair value of the Common Stock as of the grant date.

Before the Business Combination, 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, 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 Company’s 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. All of the Company’s outstanding stock options have a time-based vesting condition ranging from 1-5 years, except that 500,000 stock options granted in 2022 have a market-based vesting condition.

The weighted average valuation assumptions used as inputs to the Black-Scholes option-pricing model to value stock options granted during the year ended December 31, 2023, were as follows:


	Time-based		Time-based		Time-based		Time-based
	Stock Option		Stock Option		Stock Option		Stock Option
		Grants		Grants		Grants		Grants
Valuation Assumptions	November 22, 2023		November 15, 2023		August 16, 2023		March 30, 2023
Strike price	$	1.05	$	1.17	$	2.09	$	0.60
Annual volatility (%)		122.00%		114.00%		99.00%		119.00%
Risk- free rate (%)		4.45%		4.54%		4.39%		3.63%
Expected term (years)		5.77		6.00		6.03		6.02

RSUs

The following is a summary of RSU activity:


		Weighted Average
		Grant Date Fair
	Shares	Value
Non-vested at December 31, 2022	11,332,591	$	4.36
Granted	9,046,029		1.12
Forfeited	(4,998,582)		4.13
Vested	(3,862,616)		3.53
Non-vested at December 31, 2023	11,517,422	$	2.20

On March 2, 2022, the performance condition of all then outstanding RSUs was met due to the closing of the Business Combination. As a result, the Company recorded 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 the Company’s common stock at December 31, 2023 and December 31, 2022 was $11.3 million and $8.3 million, respectively. The aggregate fair value of RSUs that vested during the years ended December 31, 2023 and December 31, 2022 was $5.0 million and $24.6 million, respectively.

Fair Value of RSUs Awards

During the year ended December 31, 2023, the Company issued 5,196,029 time-based RSUs and 3,850,000 market-based RSUs. The time-based RSUs vest over periods ranging from 1-4 years and require continuous employment. The market-based 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 common stock on the date of grant. The fair value of the Company’s market-based 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 during the year ended December 31, 2023 was $0.56 per RSU.

Significant inputs into the Monte Carlo simulation model used to value market based RSUs granted during the year ended December 31, 2023 were as follows:


	Market-based
Valuation Assumptions	RSUs
Stock price	$	0.60
Simulated trading days		1,260
Annual volatility (%)		140.50%
Risk- free rate (%)		3.63%
Estimated time to expiration (years)		5.00

Stock-based compensation expense related to RSUs granted to employees was $10.9 million and $43.3 million for the years ended December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, the unrecognized compensation expense related to unvested RSUs was $19.6 million which is expected to be recognized over a weighted-average period of 1.79 years.

Summarized Stock-Based Compensation Expenses

The table below summarizes total stock-based compensation expenses for the years ended December 31, 2023 and December 31, 2022 (in thousands):


	Year Ended December 31,
	2023		2022
Research and development	$	9,442	$	14,092
Selling, general and administrative expenses		2,967		30,720
Total stock-based compensation expenses	$	12,409	$	44,812

Description of Business

12 Months Ended

Dec. 31, 2023

Description of Business

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. The Company markets a 9-qubit quantum processing unit (QPU) under the Novera™ QPU trade name. 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 is located and headquartered in Berkeley, California. The Company also operates in Fremont, California; London, United Kingdom; Adelaide, Australia and British Columbia, Canada. The Company’s revenue is derived primarily from operations in the United States and the United Kingdom.

Business Combination - Summary of Net proceeds from Business Combination and PIPE financing (Parenthetical) (Detail) - USD ($) $ in Thousands		12 Months Ended
	Mar. 02, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
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
One-time bonus			2,100
Adjustment to additional paid in combination business combination proceed net of transaction costs	$ 159,600
Proceeds from business combination net of transaction costs paid	225,604	$ 0	$ 225,604
Adjustment to additional paid in capital earn-out liabilities	20,400	$ 20,400
Sponsor Agreement
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items]
Proceeds from business combination net of transaction costs paid	19,800
Public Warrants
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
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items]
Adjustment to additional paid in capital adjustment for warrant liabilities	$ 9,600

Forward Warrant Agreement (Tables)

12 Months Ended

Dec. 31, 2023

Forward Warrant Agreement

Summary of valuation assumptions for the forward warrant agreement


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

Warrants - Schedule Of Fair Value Of The Trinity Warrant liabilities Measured Using Black Scholes Approach (Detail)	Jun. 02, 2022 $ / shares Y
Stock price
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input	8.23
Strike Price
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input	0.27
Volatility (annual)
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input	105.10
Risk-free rate
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input	2.94
Estimated time to expiration (in years)
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input \| Y	9.00

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

Basis of Presentation

On March 2, 2022 (the “Closing Date”), a merger transaction between Rigetti Holdings, Inc. (“Legacy Rigetti”) and Supernova Partners Acquisition Company II, Ltd. (“SNII”) was completed (the “Business Combination”, see Note 3). In connection with the closing of the Business Combination, the Company changed its name to Rigetti Computing, Inc. and all of SNII Class A ordinary shares and SNII Class B ordinary shares automatically converted into shares of Common Stock, par value $0.0001, of the Company (the “Common Stock”) on a one-for-one basis. The SNII Public Warrants and the Private Warrants held by SNII became warrants for Common Stock. The Company’s Common Stock and Public Warrants trade on the Nasdaq Capital Market under the ticker symbols “RGTI” and “RGTIW,” respectively. For more information on this transaction, see Note 3.

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

The determination was primarily based on the following facts:

●

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

●

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

●

Legacy Rigetti management continued to hold executive management roles for the post-combination company and be responsible for the day-to-day operations.

Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Rigetti issuing stock for the net assets of SNII, accompanied by a recapitalization. The primary asset acquired from SNII was cash 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 because 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, 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.

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 the Company’s forecasts, the Company believes that its existing cash and cash equivalents and available for sale investments should be sufficient to meet its anticipated operating cash needs for at least the next 12 months from the issuance date of these financial statements based on the Company’s current business plan and expectations and assumptions considering current macroeconomic conditions.

Macroeconomic Conditions

Economic conditions in some parts of the world have been worsening, with disruptions to, and volatility and uncertainty in, the credit and financial markets in the U.S. and worldwide resulting from the effects of inflation and interest rates. These conditions have been further exacerbated by recent and potential future disruptions in access to bank deposits or lending commitments due to bank failures, the ongoing military conflict involving Russia and Ukraine and sanctions related thereto, the state of war between Israel and Hamas and the related risk of a larger regional conflict. It is not possible at this time to estimate the long-term impact that these and related events could have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted. If these conditions persist and deepen, the Company could experience an inability to access additional capital, or its 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.

Principles of Consolidation

The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Emerging Growth Company

Following the Business Combination, the Company qualifies as an emerging growth company (‘‘EGC’’) as defined in the Jumpstart our Business Startups (‘‘JOBS’’) Act. The JOBS Act permits companies with EGC status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they apply to private companies. The Company intends to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the consolidated financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates.

Use of Estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to, the fair value of share-based awards, the fair value of derivative warrant liabilities, the fair value of Sponsor Vesting Shares 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 adjusts when facts and circumstances dictate. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates.

Reclassifications

Sales and marketing expenses became less significant following the reduction in workforce and strategic realignment the Company announced in February 2023. For this reason, sales and marketing and general administrative expenses have been combined and are now reported as selling, general and administrative. Related amounts for all prior periods have been reclassified to conform with this presentation.

Segments

Operating segments are defined as components of an entity for which discrete financial information is available and that information is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is its CODM, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The Company’s CODM allocates resources and assesses financial performance based upon discrete financial information presented on a consolidated basis. There are no segment managers who are held accountable by the CODM, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. As such, the Company has determined that it operates in one operating and reportable segment.

Foreign Currency Translation and Transactions

The Company’s reporting currency is the US dollar. The functional currencies of the Company’s foreign subsidiaries are their respective local currencies (UK pounds sterling, Australian dollar and Canadian dollar), which are the monetary unit of account of the principal economic environment in which the Company’s foreign subsidiaries operate. Assets and liabilities of the foreign subsidiaries are translated into US dollars at exchange rates in effect at each period end. Revenues and expenses are translated at average exchange rates in effect during the period. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity.

Foreign currency transaction gains and losses resulting from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other income (expense), net in the consolidated statements of operations and have not been material for all periods presented.

Comprehensive Loss

Comprehensive loss consists of two components including net loss and total other comprehensive income (loss) after taxes. The Company’s total other comprehensive income (loss) consists of foreign currency translation adjustments that result from consolidation of its foreign subsidiaries and unrealized gain or loss on available-for-sale securities.

Cash and Cash Equivalents

The Company considers all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents consist of funds maintained in demand deposit accounts and money market accounts. Cash and cash equivalent balances, at times, may exceed federally insured limits. Cash equivalents are stated at fair value.

Investments

The Company determines the classification of its investment securities at the time of purchase. All investments in fixed income securities with remaining maturities at the date of purchase of more than three months are presently classified as available-for-sale and may be sold in response to changes in interest rates, prepayment risk or other market factors. Investments classified as available for sale are recorded at fair value in the consolidated balance sheets and are classified as short-term or long-term assets based on their maturity date and expectations regarding sales. Fair values are primarily determined using quoted market prices or valuations provided by external investment managers who obtain them from a variety of industry standard data providers.

Unrealized gains and losses on available for sale investments are included as a separate component of accumulated other comprehensive income (loss), until realized. The Company evaluates its investments to assess whether those in an unrealized loss position are other than temporarily impaired. Impairments are considered other than temporary if they are related to a deterioration in credit risk or if it is likely the Company will sell the securities before recovery of the amortized cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the statements of operations. See Note 5 for further information regarding fair value.

Interest income and dividends are recognized in interest income on an accrual basis. Premiums and discounts on debt securities are amortized as an adjustment to interest income over the period to maturity of the related security using the effective interest method.

Accounts Receivable

Accounts receivable are recorded at invoice value, net of allowance for credit losses. Unbilled receivables are included in accounts receivable and include amounts that were invoiced subsequent to the period end for which revenue was recognized in advance of the right to invoice. Expected credit losses for uncollectible receivable balances consider both current conditions and reasonable and supportable forecasts of future conditions. Current conditions considered include predefined aging criteria, as well as specified events that indicate the balance due is not collectible. Reasonable and supportable forecasts used in determining the probability of future collections consider publicly available macroeconomic data and whether future credit losses are expected to differ from historical losses. The Company is not party to any off-balance sheet arrangements that would require an allowance for credit losses. As of December 31, 2023 and December 31, 2022, respectively, the Company does not have any allowances for credit losses.

Prepaid Expenses and Other Current Assets

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

Deferred Offering Costs

The Company capitalizes certain legal, accounting, and other third-party fees that are directly associated with the Business Combination or issuance of shares under a registration statement filed with the SEC. After consummation of the Business Combination or issuance of shares, costs allocated to equity-classified instruments are recorded as a reduction to additional paid-in capital. The Company expenses costs allocated to liability-classified instruments.

The Company incurred $2.3 million of offering costs for the year ended December 31, 2022, which were related to filing new registration statements with the SEC after the close of the Business Combination. These costs were incremental to those disclosed in Note 3. Included in this amount were $0.7 million of offering costs which were deferred as of December 31, 2022, relating to the Purchase Agreement described in Note 14. The Company was not able to sell common stock under the Purchase Agreement for an extended period in early 2023 while its share price was trading below $1.00 per share. As a result, the Company recognized $0.8 million of impairment charges in 2023 for previously deferred offering costs, primarily related to the Purchase Agreement, which were recorded as selling, general and administrative expense in the accompanying consolidated statement of operations.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets.


Furniture and information technology hardware (IT Hardware)	3 years
Process Equipment	7 years
Quantum computing fridges	3-10 years
Leasehold and other improvements	Shorter of the lease-term or estimated useful-life

Expenditures for repairs and maintenance are expensed as incurred. Upon disposition, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in other income (expense), net in the consolidated statements of operations.

Impairment of Long-Lived Assets

Long-lived assets, which consist of property and equipment and operating lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset (asset group) may not be recoverable. When such events or changes in circumstances occur, the Company performs an undiscounted cash flow analysis to determine if an impairment exists and, if so, an impairment loss would be recorded based on the excess of the carrying amount of the asset (asset group) over its fair value.

During the years ended December 31, 2023 and December 31, 2022, respectively, the Company determined there were triggering events related to share price declines or expected near term losses and an undiscounted cash flow analysis was performed. Based on the results of this analysis, the Company’s long-lived assets were not impaired and no impairment charges were recorded.

Leases

The Company determines if an arrangement is or contains a lease at inception. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments consist primarily of the fixed payments under the arrangement.

The Company generally uses an incremental borrowing rate estimated based on the information available at the lease commencement date to determine the present value of lease payments unless the implicit rate is readily determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

The Company accounts for lease and non-lease components as a single lease component for office leases. Lease and non-lease components for all other leases are generally accounted for separately. Additionally, the Company does not record leases on the balance sheet that, at the lease commencement date, have a lease term of 12 months or less.

Operating leases are included in operating lease right-of-use assets, current portion of operating lease liabilities, and operating lease liabilities, less current portion in the accompanying consolidated balance sheets.

Goodwill

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

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

Deferred Financing Costs

The incremental cost, including the fair value of warrants, directly associated with obtaining debt financing is capitalized as deferred financing costs upon the issuance of the debt and amortized over the term of the related debt agreement using the effective-interest method with such amortized amounts included as a component of interest expense in the consolidated statements of operations. Unamortized deferred financing costs are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt obligation.

Public and Private Warrants

At the Closing Date of the Business Combination, SNII had 4,450,000 Private Warrants and 8,625,000 Public Warrants outstanding. Each whole warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $11.50 per share, subject to adjustments, and will expire five years after the Business Combination or earlier upon redemption or liquidation.

The Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Private Warrants contain provisions that cause the settlement amounts to be dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the Private Warrants are not considered indexed to the Company’s stock and should be classified as a liability. Since the Private Warrants meet the definition of a derivative, the Company recorded the Private Warrants as liabilities in the consolidated balance sheet at fair value upon the closing, with subsequent changes in the fair value recognized in the consolidated statements of operations at each reporting date. The fair value of the Private Warrants are measured using the Black-Scholes option-pricing model.

The Public Warrants also fail to meet the indexation guidance in Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging (“ASC 815”), and are accounted for as liabilities because they include a provision whereby if there is not an effective registration statement, the warrant holders have a cap of 0.361 shares of Common Stock per warrant (subject to adjustment), on the issuable number of shares in a cashless exercise. Subsequent to the separate listing and trading of the Public Warrants, their fair value has been measured based on the observable listed trading prices for such warrants.

See Notes 5 and 11 for further information regarding the fair value of the Public and Private Warrants.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815, at the initial recognition date.

Other than the Public and Private Warrants noted above, the Company also issued warrants to Trinity Capital which were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period until exercised. The fair value of the warrant liabilities issued were initially measured using the Black- Scholes model and are subsequently remeasured at each reporting period with changes recorded as a component of other income (expense), net in the consolidated statements of operations. During the year ended December 31, 2022 these warrants were exercised and are no longer outstanding.

Earn-Out Liabilities

At the closing of the Business Combination, the Sponsor subjected the Sponsor Vesting Shares to forfeiture and vesting conditions as of the Closing Date, with vesting occurring only if thresholds related to the weighted average price of Common Stock are met for the duration of various specified consecutive day trading periods during the five-year period following the Closing as described in Note 3 (the “Earn-Out Triggering Events”). Any such shares held by the Sponsor that remain unvested after the fifth anniversary of the Closing will be forfeited.

These Sponsor Vesting Shares are accounted for as liability classified instruments because the Earn-Out Triggering Events that determine the number of Sponsor Vesting Shares to be earned back by the Sponsor include outcomes that are not solely indexed to the Common Stock of the Company. The aggregate fair value of the Sponsor Vesting Shares on the Closing Date was estimated using a Monte Carlo simulation model. The earn-out liabilities are 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. As of December 31, 2023, the Earn-Out Triggering Events were not achieved for any of the tranches of Sponsor Vesting Shares. See Note 12 for further information regarding the earn-out liabilities.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers and accounts for certain contract costs in accordance with ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers.

The Company recognizes revenue from contracts with customers by applying the following five-step model:

●

Identify the contract with a customer

●

Identify the performance obligations in the contract

●

Determine the transaction price

●

Allocate the transaction price to the performance obligations in the contract

●

Recognize revenue when (or as) performance obligations are satisfied

The Company generates revenue through its Quantum Computing as a Service (“QCaaS”), sales of QPUs and custom computing components, and development contracts and other services.

Access to Rigetti quantum computing systems can be purchased as a quantum computing subscription, or on a usage basis for a specified quantity of hours. Revenue related to subscription-based access to (“QCaaS”) is recognized over time as access to the systems is provided on a ratable basis over the subscription term, which can range from six months to two years. This time-based input measure of progress provides a faithful depiction of the transfer of the services because the benefits the customer obtains generally equals the benefit from its access to the systems throughout the subscription term. Revenue related to usage-based access to Rigetti quantum computing systems is recognized over time as the systems are accessed using an output method based on compute credit hours expended. The Company believes this output method provides a faithful depiction of the transfer of the services because the customer has purchased a specified quantity of hours of usage that diminishes each time an hour is expended and therefore each hour of access to the systems is considered a discrete delivery of underlying services in these arrangements.

Revenue related to the sale of QPUs, including Novera™, and custom quantum computing components is recognized at a point in time when obligations under the terms of the contract with our customer are satisfied, generally with the transfer of control upon shipment for sales of QPUs, and upon customer acceptance for sales of custom quantum computing components.

Development contracts are generally multi-year, non-recurring arrangements in which the Company provides professional services regarding practical applications of quantum computing to technology and business problems within the customer’s industry or organization and assists the customer in developing quantum algorithms and applications that will provide commercial value to the customer in areas of business interest. Development contracts are typically fixed fee arrangements invoiced on a milestone basis but may also be invoiced on a time and materials or cost reimbursement basis in certain cases. Revenue related to development contracts and other services is recognized over time based on completed milestones or hours or costs incurred as appropriate. Revenue for partially completed milestones deemed probable of being met is recognized using an input measure based on actual labor hours incurred to date relative to total estimated labor hours needed to complete the milestone. The Company believes this input measure of progress provides a faithful depiction of the transfer of the services because it closely depicts the Company’s efforts or inputs to the satisfaction of the performance obligation.

When the Company’s contracts with customers contain multiple performance obligations, the transaction price is allocated on a relative standalone selling price basis to each performance obligation. The Company typically determines standalone selling price based on observable selling prices of its products and services. In instances where standalone selling price is not directly observable, standalone selling price is determined using information that may include market conditions and other observable inputs. Standalone selling price is typically established as a range.

In situations in which the stated contract price for a performance obligation is outside of the applicable standalone selling price range and has a different pattern of transfer to the customer than the other performance obligations in the contract, the Company will reallocate the total transaction price to each performance obligation based on the relative standalone selling price of each.

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue is recorded based on the transaction price, which includes fixed consideration and estimates of variable consideration. The amount of variable consideration included in the transaction price is constrained and is included only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

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

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

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

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

Costs of Obtaining and Fulfilling Contracts

The Company has elected to apply the practical expedient to expense contract acquisition costs as incurred when the expected amortization period is one year or less.

Cost of Revenue

Cost of revenue consists of direct and indirect costs associated with providing its QCaaS offerings, sales of QPUs and custom computing components, and development contracts and other services. Cost of revenue includes employee

related costs, material costs and an allocation of facility costs, depreciation and amortization associated with the delivery of goods and services to customers.

Research and Development

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

Selling, General and Administrative

Selling, general and administrative expenses include compensation, employee benefits, stock-based compensation, professional service fees, allocation of facility costs, depreciation and amortization associated with general selling and administrative overhead activities.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2023 and December 31, 2022, respectively, the Company has recorded a full valuation allowance against its deferred tax assets. The Company recognizes the effect of income tax positions only if it is more likely than not that those positions will be sustained. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense.

Net Loss Per Share

Basic net loss per common share is computed by dividing the net loss available to Common Stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Diluted net loss per common share is computed by dividing the net loss available to Common Stockholders adjusted by any preferred stock dividends declared during the period by the weighted average number of common shares and potential common shares outstanding when the impact is not antidilutive. Potential common shares from stock options, unvested restricted stock units and Common Stock warrants are computed using the treasury stock method, while those from convertible Series C and C-1 Preferred Stock are computed using the if-converted method. Contingently issuable shares are included in basic net loss per share only when there is no circumstance under which those shares would not be issued. Shares issuable for little or no cash consideration shall be considered outstanding common shares and included in the computation of basic net loss per share.

Stock-Based Compensation

The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation. The Company’s share-based compensation awards are all equity-classified and consist of stock options, restricted stock units (“RSU”) and restricted stock awards (“RSA”). Most stock options have service vesting conditions ranging from 1 to 5 years. Some stock options include both market-based and service based vesting conditions. Most RSUs granted under the Rigetti Computing, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) have service vesting conditions ranging from 1 to 4 years. Some RSUs granted under the 2022 plan include both market-based and service-based vesting conditions. RSUs granted under the Rigetti & Co., Inc. 2013 Equity Incentive Plan (the “2013 Plan”) have a 4-year service vesting condition and a performance condition linked to the occurrence of a liquidity event defined as a change-in-control event, successful initial public offering, or successful merger with a special purpose acquisition company, which was satisfied at the Closing. RSAs are fully vested on the grant date. The Company occasionally issues awards that might have different vesting conditions.

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

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments in the form of U.S government agency bonds 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.

Fair Value Measurements

The Company reports all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

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

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

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

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

Recently Adopted Accounting Pronouncements

In 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses” which (i) significantly changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to an expected loss model which will be based on an estimate of current expected credit loss; and (ii) provides for recording credit losses on available-for-sale debt securities through an allowance account. The standard also requires certain incremental disclosures. Subsequently, the FASB issued several ASUs to clarify, improve, or defer the adoption of ASU 2016-13. The Company adopted ASU 2016-13 on January 1, 2023. The Company determined that the adoption of this standard did not result in a material impact to 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. ASU No. 2020-06 is effective for the Company as of January 1, 2024. The Company determined that the adoption of this standard will not result in a material impact on the consolidated financial statements.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480016/944-40-65-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480016/944-40-65-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480016/944-40-65-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480016/944-40-65-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480016/944-40-65-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 11.M.Q2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480530/250-10-S99-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

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+ Details

Concentrations, Significant Customers and Geographic Areas - Summary of Revenue by Geography (Detail) - Revenue - Revenue from Rights Concentration Risk - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Concentration Risk [Line Items]
Revenues	$ 12,008	$ 13,102
US
Concentration Risk [Line Items]
Revenues	11,095	11,137
Europe
Concentration Risk [Line Items]
Revenues	$ 913	$ 1,965

- 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

+ Details

Investments

12 Months Ended

Dec. 31, 2023

Investments

Investments

(4) Investments

All investments in fixed income securities are classified as available-for-sale in the consolidated balance sheets. Fixed income securities are recorded at their estimated fair value. The amortized cost, gross unrealized holding gains and losses included in other comprehensive income (loss) and the fair value of the fixed income securities at December 31, 2023 and December 31, 2022, respectively, are presented in the tables below (in thousands):


	December 31, 2023
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Available-for-sale investments:
U.S. treasury securities	$	45,252	$	18	$	—	$	45,270
U.S. government agency bonds		7,933		—		(6)		7,927
Corporate bonds		25,341		6		(7)		25,340
Available-for-sale investments – short-term	$	78,526	$	24	$	(13)	$	78,537


	December 31, 2022
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
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 December 31, 2023 or December 31, 2022, respectively.

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 December 31, 2023 or December 31, 2022, respectively. As of December 31, 2023, there were 8 securities that were in an unrealized loss position with a market value of $28 million, with the largest loss for any single security being inconsequential. 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 during the years ended December 31, 2023 or December 31, 2022, respectively.

See Note 5 for additional information regarding the fair value of the Company’s investments.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023 shares
Trading Arrangements, by Individual
Name	Michael Clifton
Title	Board of directors
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	December 31, 2023
Rule 10b5-1 Arrangement Terminated	false
Aggregate Available	500,000
Trd Arr Expiration Date	false

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Summary Of Income Taxes Information [Line Items]
Change in valuation allowance	$ 1,200	$ 30,300
Unrecognized tax benefits	5,861	$ 4,672	$ 4,672
Unrecognized tax benefits that would impact effective tax rate	0
Domestic Tax Authority [Member]
Summary Of Income Taxes Information [Line Items]
Operating loss carryforwards	225,200
State and Local Jurisdiction [Member]
Summary Of Income Taxes Information [Line Items]
Deferred tax assets, tax credit carryforwards, research	218,900
State and Local Jurisdiction [Member] \| Rigetti Computing, Inc [Member]
Summary Of Income Taxes Information [Line Items]
Deferred tax assets, operating loss carryforwards, state and local	105,700
Research Tax Credit Carryforward [Member] \| Domestic Tax Authority [Member]
Summary Of Income Taxes Information [Line Items]
Tax credit carryforwards	2,200
Research Tax Credit Carryforward [Member] \| State and Local Jurisdiction [Member]
Summary Of Income Taxes Information [Line Items]
Tax credit carryforwards	$ 3,700

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes

Income Taxes

(19) Income Taxes

Domestic and foreign components of loss before income taxes are as follows:


	Year Ended December 31,
	2023		2022
Domestic	$	(71,331)	$	(67,677)
Foreign		(3,776)		(3,844)
	$	(75,107)	$	(71,521)

The Company did not pay any income taxes in the years ended December 31, 2023 or December 31, 2022, respectively. All components of the Company’s current and deferred income tax provisions for the years ended December 31, 2023 and December 31, 2022 were zero.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the deferred income tax assets and liabilities as of December 31, 2023 and December 31, 2022, are as follows:


	Year Ended December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	56,529	$	61,313
Accruals and reserves		81		160
Stock-based compensation		1,298		5,233
Research and development credits		11		11
Intangible assets		20,155		11,509
Operating lease liability		2,146		2,507
Gross deferred assets		80,220		80,733
Deferred tax liabilities:
ROU asset		(1,926)		(2,289)
Depreciation and amortization		(3,156)		(2,063)
Total deferred tax liabilities		(5,082)		(4,352)
Total net deferred tax assets		75,138		76,381
Valuation allowance		(75,138)		(76,381)
Net deferred tax assets	$	—	$	—

The effective tax rate differs from the statutory rate, primarily due to the Company’s history of incurring losses which have not been benefited, write-off of federal and state net operating loss carryforwards and research and development tax credit carryforwards under Internal Revenue Code (IRC) section 382 limitation, stock-based compensation and other permanent differences, during the year ended December 31, 2023.


	Year Ended December 31,
	2023		2022
Component	Rate Impact		Rate Impact
Total pre-tax book income	21	%	21	%
State and local income taxes	(5)	%	11	%
Federal IRC section 382 limitation	(10)	%	—	%
Stock-based compensation	(7)	%	—	%
Fair market value adjustments	(1)	%	14	%
Non-deductible executive compensation	—	%	(4)	%
Goodwill impairment	—	%	(2)	%
Transaction costs	—	%	3	%
Other	—	%	—	%
Change in valuation allowance	2	%	(42)	%
Total:	—	%	—	%

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net U.S. federal and state deferred tax assets have been fully offset by a valuation allowance. The net change in the total valuation allowance was a decrease of approximately $1.2 million and an increase of $30.3 million for the years ended December 31, 2023 and December 31, 2022, respectively.

As of December 31, 2023, the Company had net operating loss carryforwards for federal income tax purposes of $225.2 million, of which $218.9 million does not expire; federal research and development tax credits of $2.2 million, which will start to expire in 2044; net operating loss carryforwards for state income tax purposes of $105.7 million, which will start to expire in 2033; and state research and development tax credits of $3.7 million, which do not expire.

Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s federal net operating loss carryforwards and research and development tax credit carryforwards, and other tax attributes are subject to annual limitation because of prior cumulative changes in the Company’s ownership and may be further limited in the future if additional ownership changes occur. Similar rules apply under state tax laws. These ownership changes limit the amount of net operating loss carryforwards and research and development tax credit carryforwards that can be utilized annually to reduce the Company’s federal and state income tax liability, if any. Such annual limitations could result in the expiration of the net operating loss carryforwards and research and development tax credit carryforwards before their utilization. During the year ended December 31, 2023, the Company assessed whether an ownership change, as defined by Section 382, occurred from its formation through December 31, 2022. Based upon this assessment, the Company reduced the gross deferred tax assets related to its federal and state net operating loss carryforwards and federal research and development tax credit carryforwards. For financial statement purposes, the Company previously included the federal and state net operating loss carryforwards and research and development tax credit carryforwards in the deferred tax assets with a full valuation allowance. Due to the valuation allowance, the reduction in the net operating loss carryforwards and research and development tax credit carryforwards did not have an impact on the Company’s net loss for the year ended December 31, 2023.

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

The Company had unrecognized tax benefits of $5.9 million as of December 31, 2023, all of which are offset by a full valuation allowance. These unrecognized tax benefits, if recognized, would not affect the effective tax rate. There were no interest or penalties accrued as of December 31, 2023.

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


	Year Ended December 31,
		2023		2022
Beginning balance	$	4,672	$	4,672
Current year increase		3,517		-
Prior year adjustment - (decrease)		(2,328)		-
Ending balance	$	5,861	$	4,672

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 17
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

Summary of information about Company's financial assets and liabilities

The following tables present the fair value hierarchy used to measure the Company’s financial assets and liabilities that are measured as of December 31, 2023 and December 31, 2022, respectively (in thousands):


	December 31, 2023
	Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	15,681	$	—	$	—
Short-term investments:
U.S. treasury securities		—		45,270		—
U.S. government agency bonds		—		7,927		—
Corporate bonds		25,340		—		—
Total Assets	$	41,021	$	53,197	$	—
Liabilities
Derivative warrant liability – Public Warrants	$	1,323	$	—	$	—
Derivative warrant liability – Private Warrants		—		—		1,604
Earn-out liabilities		—		—		2,155
Total Liabilities	$	1,323	$	—	$	3,759


	December 31, 2022
	Level 1		Level 2		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

Summary of change in fair value of derivative liabilities

A summary of the changes in the fair value of the Company’s Level 3 financial instruments during the years ended December 31, 2023, and December 31, 2022, respectively, is as follows (in thousands):


	Derivative		Derivative		Forward
	warrant liability -		warrant liability -		Warrant		Earn-out
	Trinity Warrants		Private Warrants		Agreement		Liabilities
Balance – December 31, 2022	$	—	$	1,068	$	(2,229)	$	1,206
Change in fair value during the year		—		1,064		2,229		949
Transfer from Private Warrants to Public Warrants during the year		—		(528)		—		—
Balance – December 31, 2023	$	—	$	1,604	$	—	$	2,155

Balance – December 31, 2021	$	4,355	$	—	$	230	$	—
Initial measurement upon Business Combination March 2, 2022 (Note 3)		—		9,612		—		20,413
Change in fair value during the year		2,015		(8,544)		(5,764)		(19,207)
Extinguishment due to exercise of the warrants		(6,370)		—		3,305		—
Balance – December 31, 2022	$	—	$	1,068	$	(2,229)	$	1,206

Income Taxes - Summary of Unrecognized Tax Benefits Affecting the Effective Tax rate (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense [Abstract]
Beginning balance	$ 4,672	$ 4,672
Current year increase	3,517	0
Prior year adjustment - (decrease)	(2,328)	0
Ending balance	$ 5,861	$ 4,672

Leases - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating Lease, Payments	$ 2.1	$ 2.1
Operating Lease, Right-of-use assets		$ 4.9
Weighted average remaining lease term - operating leases	5 years 25 days	5 years 10 months 13 days
Weighted average discount rate - operating leases	8.01%	7.93%

Revenue Recognition - Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue Recognition
Trade receivables	$ 2,650	$ 6,143	$ 962
Unbilled receivables	2,379	92	581
Deferred revenue	$ (343)	$ (961)	$ (985)

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of share based compensation arrangement by share based payment award options grants in period grant date intrinsic value


		Weighted		Weighted-
		Average		Average	Aggregate
		Exercise		Contractual	Intrinsic
	Options Outstanding	Price Per Share		Life (in years)	Value
Outstanding, December 31, 2022	8,845,903	$	0.38	7.20	$	3,103
Granted	2,791,100		1.21
Exercised	(4,046,365)		0.27		$	2,044
Forfeited and expired	(541,348)		0.27
Outstanding and expected to vest, December 31, 2023	7,049,290	$	0.82	8.23	$	2,017
Exercisable, December 31, 2023	2,766,376	$	0.44	6.63	$	1,608

Schedule of activity related to restricted stock units


		Weighted Average
		Grant Date Fair
	Shares	Value
Non-vested at December 31, 2022	11,332,591	$	4.36
Granted	9,046,029		1.12
Forfeited	(4,998,582)		4.13
Vested	(3,862,616)		3.53
Non-vested at December 31, 2023	11,517,422	$	2.20

Schedule of employee service share based compensation allocation of recognized period costs


	Year Ended December 31,
	2023		2022
Research and development	$	9,442	$	14,092
Selling, general and administrative expenses		2,967		30,720
Total stock-based compensation expenses	$	12,409	$	44,812

Restricted Stock Units (RSUs)

Schedule of share based payment award stock options valuation assumptions


	Market-based
Valuation Assumptions	RSUs
Stock price	$	0.60
Simulated trading days		1,260
Annual volatility (%)		140.50%
Risk- free rate (%)		3.63%
Estimated time to expiration (years)		5.00

Stock Options

Schedule of share based payment award stock options valuation assumptions


	Time-based		Time-based		Time-based		Time-based
	Stock Option		Stock Option		Stock Option		Stock Option
		Grants		Grants		Grants		Grants
Valuation Assumptions	November 22, 2023		November 15, 2023		August 16, 2023		March 30, 2023
Strike price	$	1.05	$	1.17	$	2.09	$	0.60
Annual volatility (%)		122.00%		114.00%		99.00%		119.00%
Risk- free rate (%)		4.45%		4.54%		4.39%		3.63%
Expected term (years)		5.77		6.00		6.03		6.02

Financing Arrangements

12 Months Ended

Dec. 31, 2023

Financing Arrangements

Financing Arrangements

(10) Financing Arrangements

Loan and Security Agreement

In March 2021, the Company entered into an agreement (the “Loan Agreement”) with Trinity Capital Inc. (“Trinity”) to secure a debt commitment of $12.0 million (the “Tranche A”) which was drawn at the closing. The term loan is collateralized by a first-priority, senior secured interest in substantially all of the Company’s assets. In conjunction with the Loan Agreement, the Company issued Trinity a warrant to purchase shares of Common Stock (the “Initial Trinity Warrants”) which was recorded at fair value using the Black-Scholes model, see Note 11 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 “First Loan Agreement 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 in November 2021. In conjunction with the First Loan Agreement Amendment, the Company cancelled the Initial Trinity Warrants and issued 995,099 (783,129 shares post conversion upon the closing of the Business Combination) warrants to purchase the Common Stock (the “Trinity Warrants”) which was an incremental cost allocated between Tranche A and Tranche B, see Note 11 for further information on the Trinity Warrants.

The First Loan Agreement Amendment 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.

On October 21, 2021, the Company entered into a second amendment to the Loan Agreement (the “Second Loan Agreement Amendment”), which modified the date requiring the Company to deliver evidence of completion of the PIPE Financing and execution of a definitive merger agreement with a special purpose acquisition company to October 31, 2021.

Under the Second Loan Agreement 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 Term 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 January 2022, the Loan Agreement was modified to increase the overall debt commitment by $5.0 million (the “Tranche C” or the “Third Loan Agreement 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% or the US Prime Rate plus 7.50% per annum, payable monthly, until the maturity date of February 1, 2026. Other modifications per the Third Loan Agreement 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 was not applicable to Tranche A or Tranche B. In conjunction with the Third Loan Agreement Amendment, the Company also guaranteed payment of all monetary amounts owed and performance of all covenants, obligations and liabilities.

In addition, the Company is required to pay a final payment fee equal to 2.75% of the aggregate amount of all term loan advances. The final payment fee is being accreted and amortized into interest expense using the effective interest rate method over the term of the loan. The effective interest rate for all tranches of the debt was approximately 22.5% and 19.7% as of December 31, 2023 and December 31, 2022, respectively.

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


	December 31, 2023		December 31, 2022
Outstanding principal amount	$	22,376	$	30,709
Add: accreted liability of final payment fee		673		407
Less: unamortized debt discount, long-term		(224)		(990)
Less: current portion of long-term debt principal		(12,931)		(9,491)
Debt – net of current portion	$	9,894	$	20,635
Current portion of long-term debt – principal		12,931		9,491
Less: current portion of unamortized debt discount		(767)		(1,188)
Debt – current portion	$	12,164	$	8,303

During the years ended December 31, 2023 and December 31, 2022, the Company recorded interest expense of $5.8 million and $5.3 million, respectively, which includes accretion of the end of term liability, amortization of the commitment fee asset and amortization of debt issuance costs totaling $1.5 million each year.

The unamortized debt discount as of December 31, 2023 and December 31, 2022 of $1.0 million and $2.2 million, respectively, is offset against the carrying value of the term loan in the consolidated balance sheets.

Scheduled principal payments on total outstanding debt are as follows:


	December 31, 2023
2024	$	12,931
2025		9,047
2026		398
	$	22,376

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stock-based compensation expense	$ 12,409	$ 44,812
weighted-average grant date fair value of options granted	$ 1.03	$ 0.81
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value	$ 2,044	$ 9,900
Amount of cost not yet recognized for nonvested award	$ 3,500
Weighted-average period over which cost not yet recognized	2 years 8 months 1 day
Share based compensation stock options granted	2,791,100
Vested	3,862,616
Common stock, capital shares reserved for future issuance	35,329,989
Proceeds from stock option exercises	$ 1,100	1,000
Share price	$ 0.01
Weighted-Average Fair Value Per Share, Granted	$ 1.12
Restricted Stock Units
Stock-based compensation expense	$ 10,900	43,300
Amount of cost not yet recognized for nonvested award	$ 19,600
Weighted-average period over which cost not yet recognized	1 year 9 months 14 days
Common stock, capital shares reserved for future issuance	11,517,422
Number of trading days within which award will be vested	20 days
Number of consecutive trading days within which award will be vested	30 days
Restricted Stock Units \| Share Price Equal Or Exceeds Above Dollar Two Per Share
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	50.00%
Share price	$ 2.00
Restricted Stock Units \| Share Price Equal Or Exceeds Above Dollar Four Per Share
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	50.00%
Share price	$ 4.00
Restricted Stock Units \| Time Based Vesting Restricted Stock Units
Number of shares issued under share-based payment arrangement	5,196,029
Restricted Stock Units \| Time Based Vesting Restricted Stock Units \| Minimum
Share based compensation stock options vesting period	1 year
Restricted Stock Units \| Time Based Vesting Restricted Stock Units \| Maximum
Share based compensation stock options vesting period	4 years
Restricted Stock Units \| Market Based Vesting Restricted Stock Units
Number of shares issued under share-based payment arrangement	3,850,000
Weighted-Average Fair Value Per Share, Granted	$ 0.56
Stock Options
Stock-based compensation expense	$ 1,500	$ 1,500
Common stock, capital shares reserved for future issuance	7,049,290
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	19,900,944
Common stock, capital shares reserved for future issuance	4,558,706
Increase in common stock capital shares reserved for future issuance	9,120,013

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Stockholders' Equity

Summary of Conversions of Stock

As of December 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		16,763,277
Stock-Based Awards—RSUs Outstanding		11,517,422
Stock-Based Awards—Options Outstanding		7,049,290
Total		35,329,989

Fair Value Measurements - Summary Of Change in Fair Value of Derivative Liabilities (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Transfer from Private Warrants to Public Warrants	$ 0	$ 0
Fair Value, Inputs, Level 3 \| Forward Warrant Agreement
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance	(2,229)	230
Change in fair values	2,229	(5,764)
Exercise of warrants		3,305
Ending Balance		(2,229)
Fair Value, Inputs, Level 3 \| Earn-out liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance	1,206
Initial measurement upon Business Combination March 2, 2022 (Note 3)		20,413
Change in fair values	949	(19,207)
Ending Balance	2,155	1,206
Fair Value, Inputs, Level 3 \| Trinity Warrants \| Derivative Warrant Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance		4,355
Change in fair values		2,015
Exercise of warrants		(6,370)
Fair Value, Inputs, Level 3 \| Private Placement Warrants \| Derivative Warrant Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance	1,068
Initial measurement upon Business Combination March 2, 2022 (Note 3)		9,612
Transfer from Private Warrants to Public Warrants	(528)
Change in fair values	1,064	(8,544)
Ending Balance	$ 1,604	$ 1,068

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

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 21,392	$ 57,888
Available-for-sale investments	78,537	84,923
Accounts receivable	5,029	6,235
Prepaid expenses and other current assets	2,709	2,450
Forward contract-assets	0	2,229
Deferred offering costs	0	742
Total current assets	107,667	154,467
Property and equipment, net	44,483	39,530
Operating lease right-of-use assets	7,634	9,316
Other assets	129	129
Total assets	159,913	203,442
Current liabilities:
Accounts payable	5,772	1,938
Accrued expenses and other current liabilities	8,563	8,205
Deferred revenue	343	961
Current portion of debt	12,164	8,303
Current portion of operating lease liabilities	2,210	2,345
Total current liabilities	29,052	21,752
Debt, less current portion	9,894	20,635
Operating lease liabilities, less current portion	6,297	7,858
Derivative warrant liabilities	2,927	1,767
Earn-out liabilities	2,155	1,206
Total liabilities	50,325	53,218
Commitments and contingencies (Note 21)
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, 147,066,336 shares issued and outstanding at December 31, 2023 and 125,257,233 shares issued and outstanding at December 31, 2022	14	12
Additional paid-in capital	463,089	429,025
Accumulated other comprehensive income (loss)	244	(161)
Accumulated deficit	(353,759)	(278,652)
Total stockholders' equity	109,588	150,224
Total liabilities and stockholders' equity	$ 159,913	$ 203,442

Warrants

12 Months Ended

Dec. 31, 2023

Warrants

Warrants

(11) Warrants

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

Liability Classified Warrants

Public Warrants

Each Public Warrant entitles the holder to the right to purchase one share of Common Stock at an exercise price of $11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. The Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in part, at a price of $0.01 per Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders, and (ii) the last reported sale price of the Company’s Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. Upon issuance of a redemption notice by the Company, the warrant holders have a period of 30 days to exercise for cash, or on a cashless basis. As of December 31, 2023, there were 9,802,138 Public Warrants issued and outstanding (Refer to Note 5 for fair value measurement). The Public Warrants are accounted for as a derivative liability. The fair value of the Public Warrants is measured at each reporting period based on the listed price for the warrants, with subsequent changes in the fair value recognized in the consolidated statement of operations at each reporting date.

The calculated fair value of the derivative liability for the Public Warrants as of December 31, 2023 and December 31, 2022 was $1.3 million and $0.7 million, respectively. The change in the fair value of the Public Warrants included in the consolidated statement of operations during the years ended December 31, 2023 and December 31, 2022 was a loss of $0.6 million and a gain of $15.6 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 Warrants were transferred from the initial purchasers to permitted transferees and remain unredeemable by the Company as of December 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 consolidated statements of operations at each reporting date.

The calculated fair value of the derivative liability for the Private Warrants as of December 31, 2023 and December 31, 2022 was $1.6 million and $1.1 million, respectively. The change in the fair value of the Private Warrants included in the consolidated statements of operations during the years ended December 31, 2023 and December 31, 2022 was a loss of $0.5 million and a gain of $8.5 million, respectively.

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



Valuation Assumptions	December 31, 2023		December 31, 2022		March 2, 2022
Stock Price	$	0.98	$	0.73	$	9.43
Strike Price	$	11.50	$	11.50	$	11.50
Volatility (annual) (%)		144.50%		109.26%		30.66%
Risk-free rate (%)		4.00%		4.04%		1.74%
Estimated time to expiration (years)		3.17		4.17		5.00
Dividend yield (%)		—		—		—

During the year ended December 31, 2023, 1,177,166 Private Warrants were converted to Public Warrants due to certain transfers from the initial purchasers to other holders.

Trinity Warrants

The Initial 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 Trinity Warrants issued in conjunction with the Loan Agreement in 2021. The Trinity Warrants were classified as a liability under ASC 480, “Distinguishing Liabilities from Equity”. The Company utilized a Black-Scholes model to determine the grant date fair value of the Trinity Warrants of approximately $2.7 million which was recorded as a debt issuance cost. The outstanding Trinity 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 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 consolidated statements of operations during the year ended December 31, 2022 was a loss of $2.0 million. No loss was recognized in 2023.

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


Valuation Assumptions	June 2, 2022
Stock Price	$	8.23
Strike Price	$	0.27
Volatility (annual) (%)		105.10%
Risk-free rate (%)		2.94%
Estimated time to expiration (years)		9.00
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 54,478,260 shares of its Series C Preferred Stock at a purchase price of $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 “Series C Warrants”). The Series C Warrants have a $0.01 exercise price per share and have a 10-year term to expiration. The Series C Warrants can be exercised for cash or on a cashless basis.

The Company determined that the Series C Warrants met the requirements for equity classification under ASC 480 and ASC 815. The Company estimated the fair value of the Series C 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 Series C Warrants on a relative fair value basis, which was recorded to additional paid in capital.

Customer Warrant

In February 2020, the Company issued a warrant to purchase 2,680,607 shares of Class A Common Stock to a customer in conjunction with a revenue arrangement (the “Customer Warrant”). The Customer Warrant has an exercise price of $1.152 per share and has 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 50% 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 Customer Warrant was assumed by the Company in connection with the Business Combination and converted into a warrant to purchase shares of Common Stock.

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 December 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 is as follows:


	December 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

Leases - Summary of Maturities of the Company's Operating Lease Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases.
2024	$ 2,288
2025	2,198
2026	1,524
2027	1,566
2028	1,608
Thereafter	1,233
Total operating lease payments	10,417
Less: Imputed interest	(1,910)
Present value of operating lease liabilities	8,507
Operating lease liabilities, current	2,210	$ 2,345
Operating lease liabilities, noncurrent	$ 6,297	$ 7,858

Goodwill - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill
Goodwill, impairment loss	$ 0	$ 5,377

Income Taxes - Summary of Domestic and Foreign Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract]
Domestic	$ (71,331)	$ (67,677)
Foreign	(3,776)	(3,844)
Net loss before provision for income taxes	(75,107)	(71,521)
Provision for income taxes	$ 0	$ 0

- Definition

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

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+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Net Loss Per Share - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net Income (Loss)	$ (75,107)	$ (71,521)
Denominator:
Weighted-average shares outstanding - basic	131,977	102,301
Weighted-average shares outstanding - diluted	131,977	102,301
Net loss per share - basic	$ (0.57)	$ (0.70)
Net loss per share - diluted	$ (0.57)	$ (0.70)

- 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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+ Details

- Definition

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

+ References

+ Details

Concentrations, Significant Customers and Geographic Areas

12 Months Ended

Dec. 31, 2023

Concentrations, Significant Customers and Geographic Areas

Concentrations, Significant Customers and Geographic Areas

(18) 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 U.S government agency bonds 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:


	Year Ended December 31,
	2023	2022
Customer A	30%	33%
Customer B	17%	18%
Customer C	20%	15%
Customer D	*	14%
Customer E	*	11%
Customer F	11%	*

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

During the years ended December 31, 2023 and December 31, 2022, sales to government entities comprised 80.9% and 81.3% of the Company’s total revenue, respectively.

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


	December 31, 2023	December 31, 2022
Customer A	39%	65%
Customer B	*	13%
Customer C	*	10%
Customer D	12%	*

* Customer accounted for less than 10% of accounts receivable at the respective point in time.

The following table presents a summary of revenue by geography (in thousands):


	Year Ended December 31,
	2023		2022
United States	$	11,095	$	11,137
Europe		913		1,965
Total revenue	$	12,008	$	13,102

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.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Preferred Stock Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Gain (Loss)	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2021	$ 81,253	$ 2	$ 135,549	$ 52	$ (207,131)	$ (71,528)
Beginning balance (in shares) at Dec. 31, 2021	77,697,000	18,221,000
Issuance of common stock upon conversion of legacy Series C and Series C-1 preferred stock in connection with the Business Combination (Note 3)	$ (81,253)	$ 6	81,517			81,523
Issuance of common stock upon conversion of legacy Series C and Series C-1 preferred stock in connection with the Business Combination (Note 3) (in shares)	(77,697,000)	57,380,000
Issuance of common stock upon exercise of stock options			1,020			1,020
Issuance of common stock upon exercise of stock options (in shares)		2,768,000
Issuance of common stock upon exercise of common stock warrants			5,048			5,048
Issuance of common stock upon exercise of common stock warrants (in shares)		4,819,000
Issuance of common stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities		$ 3	159,535			159,538
Issuance of common stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities (in shares)		34,851,000
Issuance of common stock upon release of RSUs		$ 1	(1)
Issuance of common stock upon release of RSUs (in shares)		7,047,000
Reclassification of loan and security agreement warrants to equity			6,370			6,370
Settlement of the first tranche of forward contract			(3,305)			(3,305)
Proceeds from Issuance of common stock pursuant to the Common Stock Purchase Agreement (in shares)		171,000
Capitalization of deferred costs to equity upon share issuance			(1,520)			(1,520)
Stock-based Compensation			44,812			44,812
Foreign currency translation gain				101		101
Change in unrealized gain (loss) on available-for-sale securities				(314)		(314)
Net Income (Loss)					(71,521)	(71,521)
Ending balance at Dec. 31, 2022		$ 12	429,025	(161)	(278,652)	150,224
Ending balance (in shares) at Dec. 31, 2022		125,257,000
Issuance of common stock upon exercise of stock options			1,121			$ 1,121
Issuance of common stock upon exercise of stock options (in shares)		4,046,000				4,046,365
Issuance of common stock upon exercise of common stock warrants			5			$ 5
Issuance of common stock upon exercise of common stock warrants (in shares)		479,000
Issuance of common stock upon release of RSUs (in shares)		3,863,000
Proceeds from sale of common stock through Purchase Agreement (in shares)		13,421,000
Proceeds from sale of common stock through Purchase Agreement		$ 2	20,542			20,544
Capitalization of deferred costs to equity upon share issuance			(13)			(13)
Stock-based Compensation			12,409			12,409
Foreign currency translation gain				80		80
Change in unrealized gain (loss) on available-for-sale securities				325		325
Net Income (Loss)					(75,107)	(75,107)
Ending balance at Dec. 31, 2023		$ 14	$ 463,089	$ 244	$ (353,759)	$ 109,588
Ending balance (in shares) at Dec. 31, 2023		147,066,000

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued Expenses and Other Current Liabilities
Utilities	$ 2,273	$ 1,818
Property and other taxes	2,039	1,161
Property and equipment	1,019	639
Payroll and other payroll costs	1,654	781
Subcontractor cost	775	804
Accrued interest	297	314
Professional & subscription fees	220	2,044
Others	286	644
Accrued expenses and other current liabilities	$ 8,563	$ 8,205

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue	$ 12,008	$ 13,102
Cost of revenue	2,800	2,873
Total gross profit	9,208	10,229
Operating expenses:
Research and development	52,768	59,952
Selling, general and administrative	27,744	53,980
Goodwill impairment	0	5,377
Restructuring	991	0
Total operating expenses	81,503	119,309
Loss from operations	(72,295)	(109,080)
Other income (expense), net
Interest expense	(5,779)	(5,286)
Interest income	5,076	2,433
Change in fair value of derivative warrant liabilities	(1,160)	22,132
Change in fair value of earn-out liabilities	(949)	19,207
Transaction costs		(927)
Total other (expense) income, net	(2,812)	37,559
Net loss before provision for income taxes	(75,107)	(71,521)
Provision for income taxes	0	0
Net loss	$ (75,107)	$ (71,521)
Net loss per share attributable to common stockholders-basic (in $ per share)	$ (0.57)	$ (0.70)
Net loss per share attributable to common stockholders-diluted (in $ per share)	$ (0.57)	$ (0.70)
Weighted average shares used in computing net loss per share attributable to common stockholders - basic (in shares)	131,977	102,301
Weighted average shares used in computing net loss per share attributable to common stockholders - diluted (in shares)	131,977	102,301

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property and Equipment, Net

Schedule of property and equipment, net

Property and equipment as of December 31, 2023 and 2022 are composed of the following (in thousands):


	December 31,		December 31,
	2023		2022
Quantum computing fridges	$	39,801	$	30,218
Process equipment		25,121		23,330
Leasehold improvements		8,372		7,561
IT Hardware		3,245		3,035
Furniture and other assets		1,246		1,246
Total property and equipment		77,785		65,390
Less: Accumulated depreciation and amortization		(33,302)		(25,860)
Property and equipment - net	$	44,483	$	39,530

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity

Stockholders' Equity

(14) Stockholders’ Equity

Redeemable Convertible Preferred Stock

Legacy Rigetti was authorized to issue 73,389,000 shares of Series C Preferred Stock and 62,537,577 shares of Series C-1 Preferred Stock with a par value of $0.000001 per share for each class of Preferred Stock. Legacy Rigetti’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, option or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Immediately prior to the effective time of the Business Combination (Note 3), all Legacy Rigetti Preferred Stock outstanding converted into shares of Common Stock of Legacy Rigetti (the shares in this note do not factor in the exchange ratio).

Common Stock

As discussed in Note 3, on March 2, 2022, the Company consummated a Business Combination which has been accounted for as a reverse recapitalization. Pursuant to the certificate of incorporation as amended on March 2, 2022, the Company is authorized to issue 1,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. The holders of shares of Common Stock are entitled to one vote for each share of Common Stock held. The Preferred Stock is non-voting. No shares of Preferred Stock were issued and outstanding as of December 31, 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, the Company has retroactively adjusted the warrants and stock-based awards outstanding prior to March 2, 2022 to give effect to the Exchange Ratio used to determine the number of shares of Common Stock into which they were converted.

As of December 31, 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		16,763,277
Stock-Based Awards—RSUs Outstanding		11,517,422
Stock-Based Awards—Options Outstanding		7,049,290
Total		35,329,989

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 was able to 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).

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.

Upon the initial satisfaction of the conditions to B. Riley’s purchase obligation set forth in the Purchase Agreement, as of September 14, 2022 (the “Commencement Date”) the Company had 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).

For the year ended December 31, 2023, the Company received proceeds of $20.5 million, from the issuance and sale of 13,421,082 shares of Common Stock to B. Riley under the Purchase Agreement. From December 31, 2023 through February 15, 2024, the Company received proceeds of $12.8 million, from the issuance and sale of 10,056,799 shares of Common Stock to B. Riley under the Purchase Agreement, and there are no remaining shares available for sale under this agreement; the agreement has terminated.

The Company’s share price had traded below $1.00 per share for an extended period in early 2023. As a result, the Company recognized impairment charges during the year ended December 31, 2023 of $0.8 million for previously deferred offering costs primarily related to the Purchase Agreement, which were recorded as selling, general and administrative expense in the accompanying consolidated statement of operations.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Financing Arrangements - Long term debt and the unamortized discount (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	May 31, 2021
Financing Arrangements
Outstanding principal amount	$ 22,376	$ 30,709
Add: accreted liability of final payment fee	673	407
Less: unamortized debt discount, long term	(224)	(990)	$ (2,800)
Less: current portion of long term debt-principal	(12,931)	(9,491)
Debt-net of current portion	9,894	20,635
Current portion of long term debt-principal	12,931	9,491
Less: current portion of unamortized debt discount	(767)	(1,188)
Debt-current portion	$ 12,164	$ 8,303

Business Combination

12 Months Ended

Dec. 31, 2023

Business Combination

Business Combination

(3) Business Combination

As discussed in Note 2, on March 2, 2022, the Business Combination was completed. Pursuant to the Company’s certificate of incorporation, as amended on March 2, 2022, the Company is authorized to issue 1,000,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.0001, of the Company (the “Preferred Stock”). The holders of shares of Common Stock are entitled to one vote for each share of Common Stock held. The Preferred Stock is non-voting. No shares of Preferred Stock were issued and outstanding as of December 31, 2023 and December 31, 2022, respectively.

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 share converted automatically into a Public Warrant to acquire one share of Common Stock at an exercise price of $11.50 per share pursuant to the Warrant Agreement, dated March 1, 2021, between SNII and American Stock Transfer & Trust Company, as warrant agent; and (4) 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 12 for additional information related to the Earn-Out Liabilities for 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 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 while costs associated with the Public Warrants, Private Warrants and the Earnout Liabilities related to the Sponsor Vesting Shares were expensed in the 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 during the year ended December 31, 2022. Cash transaction costs paid during the year ended December 31, 2022 totaled $16.7 million. Bonuses paid to certain employees related to the business combination during the year ended December 31, 2022 totaled $2.1 million. The amount recorded to additional paid-in-capital was $159.6 million, comprised of $225.6 million net proceeds less $19.8 million of transaction costs, $16.3 million recognized for the Public Warrant liabilities, $9.6 million recognized for the Private Warrant liabilities, and $20.4 million recognized for the Earnout Liabilities 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”). 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.

Stockholders' Equity - Summary of Conversions of Stock (Detail)	Dec. 31, 2023 shares
Stockholder's Equity
Common Stock, Capital Shares Reserved for Future Issuance	35,329,989
Stock-Based Awards-RSUs Outstanding
Stockholder's Equity
Common Stock, Capital Shares Reserved for Future Issuance	11,517,422
Employee Stock Option
Stockholder's Equity
Common Stock, Capital Shares Reserved for Future Issuance	7,049,290
Common Stock Warrants
Stockholder's Equity
Common Stock, Capital Shares Reserved for Future Issuance	16,763,277

Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment, Net
Depreciation, Depletion and Amortization	$ 7.4	$ 7.0
US
Property and Equipment, Net
Percentage of total gross property and equipment	99.95%	98.80%
GB
Property and Equipment, Net
Percentage of total gross property and equipment	0.05%	1.20%

Earn-out Liabilities

12 Months Ended

Dec. 31, 2023

Earn-out Liabilities

Earn-out Liabilities

(12) Earn-out Liabilities

The Sponsor subjected the Sponsor Vesting Shares to forfeiture for a five-year period following the Closing of Business Combination, with vesting occurring only if thresholds related to the weighted average price of the Company’s 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 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 liabilities are 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 liabilities with respect to the Sponsor Vesting Shares as of December 31, 2023 and December 31, 2022 was $2.2 million and $1.2 million, respectively. The change in the fair value of the Earn-out liabilities included in the consolidated statements of operations for years ended December 31, 2023 and December 31, 2022 was a loss of $0.9 million and a gain of $19.2 million, respectively.

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


Valuation Assumptions	December 31, 2023		December 31, 2022		March 2, 2022
Stock price	$	0.98	$	0.73	$	9.43
Simulated trading days		798		1,050		1,198
Annual volatility (%)		144.50%		109.30%		30.50%
Risk-free rate (%)		4.00%		4.04%		1.74%
Estimated time to expiration (in years)		3.17		4.17		5.00

Revenue Recognition

12 Months Ended

Dec. 31, 2023

Revenue Recognition

Revenue Recognition

(17) Revenue Recognition


	Year Ended December 31,
	2023		2022
Collaborative research, other professional services and related materials	$	9,672	$	9,917
Access to quantum computing systems		2,336		3,185
	$	12,008	$	13,102


	Year Ended December 31,
	2023		2022
Revenue recognized at a point in time	$	748	$	-
Revenue recognized over time		11,260		13,102
	$	12,008	$	13,102

Selected consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of December 31, 2023, December 31, 2022 and December 31, 2021 were as follows (in thousands):


	December 31, 2023		December 31, 2022		December 31, 2021
Trade receivables	$	2,650	$	6,143	$	962
Unbilled receivables	$	2,379	$	92	$	581
Deferred revenue	$	(343)	$	(961)	$	(985)

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


	Year Ended December 31,
	2023		2022
Balance at beginning of period	$	(961)	$	(985)
Deferral of revenue		(2,499)		(545)
Recognition of deferred revenue		3,117		569
Total deferred revenue at end of period	$	(343)	$	(961)

Amounts recognized as revenue from beginning contract liabilities during the years ended December 31. 2023 and December 31, 2022 totaled $0.8 million and $0.6 million, respectively. Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of December 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $3.0 million. The Company expects to recognize estimated revenues related to performance obligations that are unsatisfied (or partially satisfied) during the next twelve months.

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. Accordingly, the Company does not have any capitalized contract fulfillment costs as of December 31, 2023 or December 31, 2022, respectively.

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Concentrations, Significant Customers and Geographic Areas - (Tables)

12 Months Ended

Dec. 31, 2023

Concentration Risk [Line Items]

Summary of revenue by geography

The following table presents a summary of revenue by geography (in thousands):


	Year Ended December 31,
	2023		2022
United States	$	11,095	$	11,137
Europe		913		1,965
Total revenue	$	12,008	$	13,102

Revenue

Concentration Risk [Line Items]

Summary of customers revenue and accounts receivable


	Year Ended December 31,
	2023	2022
Customer A	30%	33%
Customer B	17%	18%
Customer C	20%	15%
Customer D	*	14%
Customer E	*	11%
Customer F	11%	*

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

Accounts receivable

Concentration Risk [Line Items]

Summary of customers revenue and accounts receivable


	December 31, 2023	December 31, 2022
Customer A	39%	65%
Customer B	*	13%
Customer C	*	10%
Customer D	12%	*

* Customer accounted for less than 10% of accounts receivable at the respective point in time.

Forward Warrant Agreement - Summary of Valuation Assumptions (Detail) - Forward Warrant Agreement	Dec. 31, 2022 Y
Holding period
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.767
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.0469
Probability of the contingency occurring
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.50
Underlying value per share
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.73

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

(9) Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	December 31,		December 31,
	2023		2022
Utilities	$	2,273	$	1,818
Property and other taxes		2,039		1,161
Property and equipment		1,019		639
Payroll and other payroll costs		1,654		781
Subcontractor cost		775		804
Accrued interest		297		314
Professional and subscription fees		220		2,044
Others		286		644
	$	8,563	$	8,205

Earn-out Liabilities - Additional Information (Detail) - USD ($) $ in Thousands		12 Months Ended
	Mar. 02, 2022	Dec. 31, 2023	Dec. 31, 2022
Earn-out Liabilities
Adjustment to additional paid in capital earn-out liabilities	$ 20,400	$ 20,400
Earn-out Liability At Fair Value		2,200	$ 1,200
Change in fair value of earn-out liabilities		$ (949)	$ 19,207

Investments - Additional Information (Detail) $ in Millions	Dec. 31, 2023 USD ($) security
Investments
Number of positions \| security	8
Unrealized loss position with a market value \| $	$ 28

Financing Arrangements - Scheduled principal payments on total outstanding debt (Detail) - Rigetti Computing, Inc $ in Thousands	Dec. 31, 2023 USD ($)
2024	$ 12,931
2025	9,047
2026	398
Loan payable, long term	$ 22,376

- Definition

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

+ References + Details

Leases - Summary of Components of Lease Costs (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lease
Operating lease cost	$ 2,098	$ 2,513
Short-term lease cost	727	36
Sub-lease income	(44)	(194)
Total lease cost	$ 2,781	$ 2,355

Goodwill (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill

Schedule of change in the carrying amount of goodwill

The following table sets forth the change in goodwill for the year ended December 31, 2022 (in thousands):


Balance as of December 31, 2021	$	5,377
Goodwill acquired		—
Impairment charge		(5,377)
Balance as of December 31, 2022	$	—

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Business Combination - Additional Information (Detail) $ / shares in Units, $ in Millions		12 Months Ended
	Mar. 02, 2022 $ / shares shares	Dec. 31, 2023 $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 23, 2021 USD ($) $ / shares shares	Oct. 06, 2021 USD ($) $ / shares shares
Business Acquisition, Contingent Consideration [Line Items]
Common stock shares authorized \| shares	1,000,000,000	1,000,000,000	1,000,000,000
Preferred stock shares authorized \| shares	10,000,000	10,000,000	10,000,000
Common stock, par value per share (in dollars per share)		$ 0.0001	$ 0.0001
Common stock number of votes per share	1
Preferred stock, shares issued \| shares		0	0
Preferred stock, shares outstanding \| shares		0	0
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Common stock conversion ratio		1
Class of warrants or rights outstanding exercise price per share of the resulting company due to business combination	11.50
Class of warrants or rights number of shares covered by each warrant or right in the resulting company due to business combination	1
Temporary equity of previous company converted into permanent equity of the resultant company par or stated value per share	$ 0.000001
Common stock shares exchange ratio	0.7870
Common stock shares issued as a result of exchange \| shares	78,959,579
Number of trading days for determining the share price	20 days
One-time bonus \| $			$ 2.1
Common Class A [Member]
Business Acquisition, Contingent Consideration [Line Items]
Common stock of previous company converted into current company common stock par or stated value per share	$ 0.0001
Common stock conversion ratio	1
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
Common stock conversion ratio	1
Supernova Acquisition [Member] \| Sponsor Agreement [Member] \| Tranche One [Member]
Business Acquisition, Contingent Consideration [Line Items]
Shares subject to vesting \| shares	2,479,000
Volume weighted average price per share	$ 12.50
Shares subject to vesting maximum period	5 years
Number of consecutive trading days for determining the share price	30 days
Supernova Acquisition [Member] \| Sponsor Agreement [Member] \| Tranche Two [Member]
Business Acquisition, Contingent Consideration [Line Items]
Shares subject to vesting \| shares	580,273
Volume weighted average price per share	$ 15.00
Number of trading days for determining the share price	20 days
Shares subject to vesting maximum period	5 years
Number of consecutive trading days for determining the share price	30 days
Supernova Acquisition [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					$ 10.00
Common stock shares subscribed but not issued value \| $					$ 102.5
Supernova Acquisition [Member] \| Subsequent Subscription Agreement [Member] \| Private Investment In Public Equity Investors [Member]
Business Acquisition, Contingent Consideration [Line Items]
Common stock shares subscribed but not issued \| shares				4,390,244
Shares issued price per share				$ 10.25
Common stock shares subscribed but not issued value \| $				$ 45.0

Net Loss Per Share

12 Months Ended

Dec. 31, 2023

Net Loss Per Share

Net Loss Per Share

(16) Net Loss Per Share

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

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts):


	Year Ended December 31,
	2023		2022
Numerator:
Net loss	$	(75,107)	$	(71,521)
Denominator:
Weighted-average shares outstanding - basic and diluted		131,977		102,301
Net loss per share - basic and diluted	$	(0.57)	$	(0.70)

There are 3,059,273 Sponsor Vesting Shares that were not included in the computations of basic and diluted net loss per share for the years ended December 31, 2023 and 2022, respectively, because the contingencies for the issuance of these shares have not been met. The weighted-average common shares outstanding for the years ended December 31, 2023 and December 31, 2022 include 1,194,069 and 2,541,856 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 years ended December 31, 2023 and December 31, 2022:


	Year Ended December 31,
	2023	2022
Common Stock Warrants (1)	14,450,430	14,444,127
Stock Options	7,049,290	8,845,903
Restricted Stock Units	11,517,422	11,332,591
	33,017,142	34,622,621

(1)	The number of outstanding warrants does not include 1,340,310 Unvested Customer Warrants as of December 31, 2023 and December 31, 2022, respectively.

Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Parenthetical) (Detail) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Unvested Customer Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	1,340,310	1,340,310

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value per share (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	147,066,336	125,257,233
Common stock, shares outstanding	147,066,336	125,257,233

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2023	Mar. 01, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40140
Entity Registrant Name	RIGETTI COMPUTING, INC.
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Emerging Growth Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 127.6
Entity Common Stock, Shares Outstanding		158,881,022
Entity Central Index Key	0001838359
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Location	Spokane, Washington
Auditor Firm ID	243
Auditor Name	BDO USA, P.C.
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	RGTW
Security Exchange Name	NASDAQ

Financing Arrangements (Tables)

12 Months Ended

Dec. 31, 2023

Financing Arrangements

Summary of long term debt and the unamortized discount

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


	December 31, 2023		December 31, 2022
Outstanding principal amount	$	22,376	$	30,709
Add: accreted liability of final payment fee		673		407
Less: unamortized debt discount, long-term		(224)		(990)
Less: current portion of long-term debt principal		(12,931)		(9,491)
Debt – net of current portion	$	9,894	$	20,635
Current portion of long-term debt – principal		12,931		9,491
Less: current portion of unamortized debt discount		(767)		(1,188)
Debt – current portion	$	12,164	$	8,303

Scheduled principal payments on total outstanding debt

Scheduled principal payments on total outstanding debt are as follows:


	December 31, 2023
2024	$	12,931
2025		9,047
2026		398
	$	22,376

Share-Based Compensation - Schedule of Activity Related to Restricted Stock Units (Detail) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity [Line Items]
Beginning balance	11,332,591
Number of Restricted Stock Units, Granted	9,046,029
Number of Restricted Stock Units, Vested	(3,862,616)
Number of Restricted Stock Units, Forfeited	(4,998,582)
Ending balance	11,517,422	11,332,591
Weighted-Average Fair Value Per Share, Beginning balance	$ 4.36
Weighted-Average Fair Value Per Share, Granted	1.12
Weighted-Average Fair Value Per Share, Vested	3.53
Weighted-Average Fair Value Per Share, Forfeited	4.13
Weighted-Average Fair Value Per Share, Ending balance	$ 2.20	$ 4.36
Restricted Stock Units (RSUs)
Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity [Line Items]
Fair value of outstanding RSUs	$ 11.3	$ 8.3
Fair value of vested RSUs	$ 5.0	$ 24.6

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (75,107)	$ (71,521)

- Definition

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

+ References

+ Details

Forward Warrant Agreement

12 Months Ended

Dec. 31, 2023

Forward Warrant Agreement

Forward Warrant Agreement

(6) Forward Warrant Agreement

In connection with the execution of the Merger Agreement in October 2021 (See Note 2), 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 provided 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 was 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 had not occurred by the second anniversary of the Forward Warrant Agreement (October 2023), Ampere was not obligated to make the additional payment. Ampere’s obligation to make the additional $5.0 million payment has now expired. The Company filed a registration statement, pursuant to a Registration Rights Agreement with Ampere, 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 selling, general and administrative expense in the consolidated statement of operations.

The calculated fair value of the Forward Warrant Agreement as of December 31, 2022 (derivative asset) was $2.2 million. The change in the fair value of the Forward Warrant Agreement during the years ended December 31, 2023 and December 31, 2022 was a loss of $2.2 million and a gain of $5.8 million, respectively.

The following table represents key valuation assumptions for the Forward Warrant Agreement as of December 31, 2022:


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

Business Combination - Summary of Consummation of the Business Combination (Detail)	Mar. 02, 2022 shares
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items]
Shares issued in PIPE	14,641,244
Business Combination and PIPE shares	34,850,706
Common Stock-Legacy Rigetti**	18,221,069
Common Stock-exercise of Legacy Rigetti stock options immediately prior to the closing**	1,123,539
Common Stock-exercise of Legacy Rigetti warrants immediately prior to the closing**	2,234,408
Ending balance (in 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 (in 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

Contingencies

12 Months Ended

Dec. 31, 2023

Contingencies

Contingencies

(21) Contingencies

Legal Proceedings

From time to time, the Company is party to litigation and other legal proceedings in the ordinary course of business. While the results of any litigation or other legal proceedings are uncertain, the Company is not currently a party to any material legal proceedings that, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. The Company accrues loss contingencies when it is both probable that a loss will be incurred and when the amount of the loss or range of loss can be reasonably estimated.

Indemnification Provisions

The Company’s agreements include provisions indemnifying customers against intellectual property and other third-party claims. In addition, the Company has entered into indemnification agreements with its directors, executive officers and certain other officers that require the Company, among other things, to indemnify them against certain liabilities that may arise as a result of their affiliation with the Company. The Company has not incurred any costs as a result of such indemnification obligations and has not recorded any liabilities related to such obligations in the consolidated financial statements.

Stockholders' Equity - Summary of Components of Lease Costs (Detail) - USD ($) $ / shares in Units, $ in Thousands			2 Months Ended	12 Months Ended
	Sep. 14, 2022	Aug. 11, 2022	Feb. 15, 2024	Dec. 31, 2023	Dec. 31, 2022	Mar. 02, 2022
Stockholder's Equity
Common Stock, Shares Authorized				1,000,000,000	1,000,000,000	1,000,000,000
Preferred stock, shares authorized				10,000,000	10,000,000	10,000,000
Common Stock, Voting Rights				one vote
Preferred stock, shares issued				0	0
Preferred stock, shares outstanding				0	0
Common Stock, Shares, Outstanding	1,000,000	23,648,889		147,066,336	125,257,233
Percentage of the aggregate number of shares of common stock issued and outstanding immediately prior to the execution of the agreement.		19.99%
Proceeds from sale of common stock through Purchase Agreement				$ 20,544
Percentage of total aggregate number (or volume) of shares of Common Stock traded on The Nasdaq Capital Market	20.00%
Share price				$ 0.01
Preferred stock, par value (in dollars per share)				$ 0.0001	$ 0.0001	$ 0.0001
Sale of Stock, Price Per Share	$ 0.20
Common Stock Purchase Agreement
Stockholder's Equity
Stock issued during period, shares, issued for services		171,008
Proceeds from sale of common stock through Purchase Agreement				$ 20,500
Proceeds from sale of common stock through Purchase Agreement (in shares)				13,421,082
Share price	$ 1.00			$ 1.00
Purchase agreement impairment of deferred financing costs				$ 800
Common Stock Purchase Agreement \| Subsequent Event [Member]
Stockholder's Equity
Proceeds from sale of common stock through Purchase Agreement			$ 12,800
Proceeds from sale of common stock through Purchase Agreement (in shares)			10,056,799
Common Class A \| Common Stock Purchase Agreement
Stockholder's Equity
Common Stock, Value, Subscriptions		$ 75,000
Series C Preferred Stock
Stockholder's Equity
Preferred stock, shares authorized				73,389,000
Series C-1 Preferred Stock
Stockholder's Equity
Preferred stock, shares authorized				62,537,577
Preferred Stock
Stockholder's Equity
Preferred stock, par value (in dollars per share)				$ 0.000001

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (75,107)	$ (71,521)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	7,426	7,017
Stock-based compensation	12,409	44,812
Change in fair value of earn-out liabilities	949	(19,207)
Change in fair value of derivative warrant liabilities	1,160	(22,132)
Change in fair value of forward contract	2,229	(5,764)
Impairment of deferred offering costs	836	0
Accretion of available-for-sale securities	(3,121)	(949)
Amortization of debt issuance costs, commitment fees and accretion of debt end-of-term liabilities	1,453	1,468
Non-cash lease expense	1,682	537
Goodwill impairment	0	5,377
Changes in operating assets and liabilities:
Accounts receivable	1,206	(4,692)
Prepaid expenses, other current assets and other assets	(259)	(1,065)
Deferred revenue	(618)	(24)
Accounts payable	895	(707)
Accrued expenses and operating lease liabilities	(1,719)	4,456
Other liabilities	0	(295)
Net cash used in operating activities	(50,579)	(62,689)
Cash flows from investing activities:
Purchases of property and equipment	(9,059)	(22,737)
Purchases of available-for-sale securities	(109,252)	(84,287)
Maturities of available-for-sale securities	119,084	0
Net cash provided by (used in) investing activities	773	(107,024)
Cash flows from financing activities:
Proceeds from Business Combination, net of transaction costs paid	0	225,604
Transaction costs paid directly by Rigetti	0	(18,842)
Proceeds from issuance of notes payable	0	5,000
Payments of principal of notes payable	(8,333)	(1,291)
Payments of debt issuance costs	0	(85)
Payment of loan and security agreement exit fees	0	(1,000)
Payments of offering costs	(107)	0
Proceeds from sale of common stock through Common Stock Purchase Agreement	20,544	0
Proceeds from issuance of common stock upon exercise of stock options and warrants	1,126	6,068
Net cash provided by financing activities	13,230	215,454
Effects of exchange rate changes on cash and cash equivalents	80	101
Net (decrease) increase in cash and cash equivalents	(36,496)	45,842
Cash and cash equivalents - beginning of period	57,888	12,046
Cash and cash equivalents - end of period	21,392	57,888
Supplemental disclosures of other cash flow information:
Cash paid for interest	4,340	3,819
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
Reclassification of loan and security agreement warrants to equity	0	6,370
Settlement of the first tranche of forward contract	0	3,305
Capitalization of deferred costs to equity upon share issuance	13	1,520
Purchases of property and equipment recorded in accounts payable	3,612	673
Purchases of property and equipment recorded in accrued expenses	1,019	639
Unrealized Gain (Loss) on short term investments	325	(314)
Right-of-use assets recorded on adoption of ASU 2016-02	0	6,270
Operating lease liabilities recorded on adoption of ASU 2016-02	0	6,620
Lease liabilities arising from obtaining right-of-use assets	$ 0	$ 4,892

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

Fair Value Measurements

(5) Fair Value Measurements


	December 31, 2023
	Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	15,681	$	—	$	—
Short-term investments:
U.S. treasury securities		—		45,270		—
U.S. government agency bonds		—		7,927		—
Corporate bonds		25,340		—		—
Total Assets	$	41,021	$	53,197	$	—
Liabilities
Derivative warrant liability – Public Warrants	$	1,323	$	—	$	—
Derivative warrant liability – Private Warrants		—		—		1,604
Earn-out liabilities		—		—		2,155
Total Liabilities	$	1,323	$	—	$	3,759


	December 31, 2022
	Level 1		Level 2		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 December 31, 2023 and December 31, 2022, respectively, the Company has recorded the following financial instruments subject to fair value measurements: 1) Derivative warrant liabilities—Public Warrants and Private Warrants, 2) Forward Warrant Agreement, 3) Available-for-sale securities and 4) Earnout liabilities.

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 of the long-term debt and line of credit as of December 31, 2023 and December 31, 2022, respectively, represent the original principal amounts borrowed, accretion of final payment fees, less principal payments and unamortized 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. 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 are determined by using inputs based on quoted market prices for similar instruments. The carrying value of the long-term debt and line of credit approximates its fair value given their maturity and variable interest rates.

All other financial instruments are classified as Level 3 instruments as they all include unobservable inputs. The Private Warrants were initially measured at fair value using a Black Scholes model. As of December 31, 2022, 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 Forward Warrant Agreement had no value as of December 31, 2023 because Ampere’s obligation to make the additional payment under the Forward Warrant Agreement expired in October 2023 without taking effect. The fair value of the Earn-out liabilities is estimated using a Monte Carlo simulation model. 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. The Company has further described the key aspects of the fair value measurements described above in Notes 6, 11 and 12 to the consolidated financial statements.

During the year ended December 31, 2023, the Company reduced the estimated probability of occurrence for the Forward Warrant Agreement from 50% to 0% because Ampere’s obligation to make the additional payment under the Forward Warrant Agreement expired in October 2023 without taking effect. There were no other changes in fair value measurement techniques during the years ended December 31, 2023 or December 31, 2022. There were no transfers in or out of Level 3 of the fair value hierarchy during the years ended December 31, 2023 or December 31, 2022, except that during the year ended December 31, 2023, the derivative liability for 1,177,166 warrants was transferred from Level 3 to Level 1 of the fair value hierarchy because the warrants were converted from Private Warrants to Public Warrants. The transfer had a $0.5 million favorable impact on the Company’s net loss. Current estimates of fair value may differ from the amounts presented.


	Derivative		Derivative		Forward
	warrant liability -		warrant liability -		Warrant		Earn-out
	Trinity Warrants		Private Warrants		Agreement		Liabilities
Balance – December 31, 2022	$	—	$	1,068	$	(2,229)	$	1,206
Change in fair value during the year		—		1,064		2,229		949
Transfer from Private Warrants to Public Warrants during the year		—		(528)		—		—
Balance – December 31, 2023	$	—	$	1,604	$	—	$	2,155

Balance – December 31, 2021	$	4,355	$	—	$	230	$	—
Initial measurement upon Business Combination March 2, 2022 (Note 3)		—		9,612		—		20,413
Change in fair value during the year		2,015		(8,544)		(5,764)		(19,207)
Extinguishment due to exercise of the warrants		(6,370)		—		3,305		—
Balance – December 31, 2022	$	—	$	1,068	$	(2,229)	$	1,206

- Definition

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

+ References + Details

Restructuring and severance

12 Months Ended

Dec. 31, 2023

Restructuring and severance

Restructuring and severance

(20) 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 implemented a workforce reduction 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 and incurred a restructuring charge of $1.0 million which was paid during the year. Work activities regarding the revised business plan and updated technology roadmap are ongoing.

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 year ended December 31, 2023. The remaining balance in the Company’s accrual for contractual severance benefits related to executive officers as of December 31, 2023 of $0.2 million will be paid out monthly through February 2024.

Financing Arrangements - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Jan. 31, 2022	May 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2021
Line of Credit Facility [Line Items]
Debt issuance costs		$ 2,800	$ 224	$ 990
Interest expense			5,779	5,286
Amortization of debt issuance cost			$ 1,453	$ 1,468
Common Stock Warrants
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
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			22.50%	19.70%
Debt instrument payment fee, Percentage			2.75%
Amortization of debt issuance cost			$ 1,500
unamortized issuance cost			$ 1,000	$ 2,200
Debt Instrument, Frequency of Periodic Payment	payable monthly
Loan and Security Agreement \| Prime Rate
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%
Tranche A \| Loan and Security Agreement \| Venture Capital
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					$ 12,000
Tranche B \| Loan and Security Agreement
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		11.00%
Tranche B \| Loan and Security Agreement \| Prime Rate
Line of Credit Facility [Line Items]
Debt Instrument, Frequency of Periodic Payment		payable monthly
Debt Instrument, Description of Variable Rate Basis		US Prime Rate plus 7.50% per annum
Tranche B \| Loan and Security Agreement \| Venture Capital
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 15,000
Line of Credit Facility, Current Borrowing Capacity		8,000
Line of Credit Facility, Remaining Borrowing Capacity		7,000
Withdrawn Credit Facility		$ 7,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		995,099
Tranche B \| Loan and Security Agreement \| Maximum \| Venture Capital
Line of Credit Facility [Line Items]
Debt Instrument, Term		48 months
Tranche B \| Loan and Security Agreement \| Minimum \| Venture Capital
Line of Credit Facility [Line Items]
Debt Instrument, Payment Terms		19 months
Tranche C
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	11.00%
Debt instrument payment fee, Percentage	20.00%
Debt Related Commitment Fees	$ 1,000
Debt Instrument, Face Amount	$ 5,000
Debt Instrument, Payment Terms	19 months
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 other equity	$ 75,000
Tranche C \| Prime Rate
Line of Credit Facility [Line Items]
Debt Instrument, Variable Rate	7.50%

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment, Net
Property, Plant and Equipment, Gross	$ 77,785	$ 65,390
Less: Accumulated depreciation and amortization	(33,302)	(25,860)
Property and equipment, net	44,483	39,530
Quantum computing fridges
Property and Equipment, Net
Property, Plant and Equipment, Gross	39,801	30,218
Process equipment
Property and Equipment, Net
Property, Plant and Equipment, Gross	25,121	23,330
Leasehold improvements
Property and Equipment, Net
Property, Plant and Equipment, Gross	8,372	7,561
IT Hardware
Property and Equipment, Net
Property, Plant and Equipment, Gross	3,245	3,035
Furniture and other assets
Property and Equipment, Net
Property, Plant and Equipment, Gross	$ 1,246	$ 1,246

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes

Summary Of Domestic And Foreign Components Of Loss Before Income Taxes

Domestic and foreign components of loss before income taxes are as follows:


	Year Ended December 31,
	2023		2022
Domestic	$	(71,331)	$	(67,677)
Foreign		(3,776)		(3,844)
	$	(75,107)	$	(71,521)

Summary Of Components Of Deferred Tax Assets And Liabilities


	Year Ended December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	56,529	$	61,313
Accruals and reserves		81		160
Stock-based compensation		1,298		5,233
Research and development credits		11		11
Intangible assets		20,155		11,509
Operating lease liability		2,146		2,507
Gross deferred assets		80,220		80,733
Deferred tax liabilities:
ROU asset		(1,926)		(2,289)
Depreciation and amortization		(3,156)		(2,063)
Total deferred tax liabilities		(5,082)		(4,352)
Total net deferred tax assets		75,138		76,381
Valuation allowance		(75,138)		(76,381)
Net deferred tax assets	$	—	$	—

Summary Of Effective Income Tax Rate Reconciliation


	Year Ended December 31,
	2023		2022
Component	Rate Impact		Rate Impact
Total pre-tax book income	21	%	21	%
State and local income taxes	(5)	%	11	%
Federal IRC section 382 limitation	(10)	%	—	%
Stock-based compensation	(7)	%	—	%
Fair market value adjustments	(1)	%	14	%
Non-deductible executive compensation	—	%	(4)	%
Goodwill impairment	—	%	(2)	%
Transaction costs	—	%	3	%
Other	—	%	—	%
Change in valuation allowance	2	%	(42)	%
Total:	—	%	—	%

Summary Of Unrecognized Tax Benefits Affecting The Effective Tax rate

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


	Year Ended December 31,
		2023		2022
Beginning balance	$	4,672	$	4,672
Current year increase		3,517		-
Prior year adjustment - (decrease)		(2,328)		-
Ending balance	$	5,861	$	4,672

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Basis of Presentation

The determination was primarily based on the following facts:

●

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

●

Legacy Rigetti management continued to hold executive management roles for the post-combination company and be responsible for the day-to-day operations.

Risks and Uncertainties

Macroeconomic Conditions

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Reclassifications

Segments

Foreign Currency Translation and Transactions

Comprehensive Loss

Cash and Cash Equivalents

Investments

Accounts Receivable

Prepaid Expenses and Other Current Assets

Deferred Offering Costs

Property and Equipment, Net


Furniture and information technology hardware (IT Hardware)	3 years
Process Equipment	7 years
Quantum computing fridges	3-10 years
Leasehold and other improvements	Shorter of the lease-term or estimated useful-life

Impairment of Long-Lived Assets

Leases

Goodwill

Deferred Financing Costs

Public and Private Warrants

See Notes 5 and 11 for further information regarding the fair value of the Public and Private Warrants.

Derivative Warrant Liabilities

Earn-Out Liabilities

Revenue Recognition

The Company recognizes revenue from contracts with customers by applying the following five-step model:

●

Identify the contract with a customer

●

Identify the performance obligations in the contract

●

Determine the transaction price

●

Allocate the transaction price to the performance obligations in the contract

●

Recognize revenue when (or as) performance obligations are satisfied

The Company generates revenue through its Quantum Computing as a Service (“QCaaS”), sales of QPUs and custom computing components, and development contracts and other services.

Costs of Obtaining and Fulfilling Contracts

The Company has elected to apply the practical expedient to expense contract acquisition costs as incurred when the expected amortization period is one year or less.

Cost of Revenue

related costs, material costs and an allocation of facility costs, depreciation and amortization associated with the delivery of goods and services to customers.

Research and Development

Selling, General and Administrative

Income Taxes

Net Loss Per Share

Stock-Based Compensation

Concentrations of Credit Risk

Fair Value Measurements

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

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

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

Leases

12 Months Ended

Dec. 31, 2023

Leases

Leases

(13) Leases

The Company leases facilities for its fab, lab and office space, and equipment under various lease agreements with terms extending through 2029. Under the terms of the facility leases the Company bears the costs for certain insurance, property taxes and maintenance, and the lease agreements provide for increasing rental payments at fixed intervals.

Components of lease costs are as follows (in thousands):


	Year Ended December 31,
	2023		2022
Operating lease cost	$	2,098	$	2,513
Short-term lease cost		727		36
Sub-lease income		(44)		(194)
Total lease cost	$	2,781	$	2,355

Total cash paid for amounts included in the measurement of operating lease liabilities was $2.1 million for each of the years ended December 31, 2023 and December 31, 2022, respectively. In the year ended December 31, 2023, there were no new operating leases with a lease term greater than 12 months. In the year ended December 31, 2022, operating lease liabilities arising from obtaining operating lease right-of-use assets were $4.9 million.

As of December 31, 2023 and December 31, 2022, the weighted-average remaining lease term is approximately 5.07 years and 5.87 years, respectively, and the weighted-average discount rate is 8.01% and 7.93%, respectively.

Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the net present value of its lease payments, the Company used an estimated incremental borrowing rate that is applicable to the Company based on the information available at the later of the lease commencement date, lease modification date or the date of Adoption of Topic 842.

Maturities of operating lease liabilities are as follows (in thousands):


Years Ending December 31,
2024	$	2,288
2025		2,198
2026		1,524
2027		1,566
2028		1,608
Thereafter		1,233
Total operating lease payments		10,417
Less: Imputed interest		(1,910)
Present value of operating lease liabilities	$	8,507
Operating lease liabilities, current	$	2,210
Operating lease liabilities, noncurrent		6,297
	$	8,507

Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Mar. 02, 2022	Dec. 31, 2023 USD ($) segment $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Common stock, par value per share (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Common stock conversion ratio		1
Number of operating segments \| segment		1
Number of reportable segments \| segment		1
Impairment charges \| $		$ 0	$ 0
Goodwill, impairment loss \| $		$ 0	$ 5,377
Warrants outstanding		2,680,607	2,680,607
Exercise price of warrants \| $ / shares		$ 11.50
Warrants and rights outstanding, term		5 years
Sponsor
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Period of earnout shares		5 years
Restricted stock units \| 2013 Equity Incentive Plan
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Share based compensation by share based award requisite service period		4 years
Maximum
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Period of Quantum Computing Subscriptions		2 years
Maximum \| Stock Options
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Share based compensation by share based award requisite service period		5 years
Maximum \| Restricted stock units \| 2022 Equity Incentive Plan
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Share based compensation by share based award requisite service period		4 years
Minimum
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Period of Quantum Computing Subscriptions		6 months
Minimum \| Stock Options
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Share based compensation by share based award requisite service period		1 year
Minimum \| Restricted stock units \| 2022 Equity Incentive Plan
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Share based compensation by share based award requisite service period		1 year
Public Warrants
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Warrants outstanding		8,625,000
Exercise price of warrants \| $ / shares		$ 11.50
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		0.361
Private Placement Warrants
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Warrants outstanding		4,450,000
Class A Ordinary Shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Common stock conversion ratio	1
Class B Ordinary Shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Common stock conversion ratio	1

Summary of Significant Accounting Policies - Schedule of property and equipment, net (Details)	Dec. 31, 2023
Quantum computing fridges \| Minimum
Summary of Significant Accounting Policies
Property, Plant and Equipment, Useful Life	3 years
Quantum computing fridges \| Maximum
Summary of Significant Accounting Policies
Property, Plant and Equipment, Useful Life	10 years
Leasehold and other improvements
Summary of Significant Accounting Policies
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Schedule of property and equipment, net


Furniture and information technology hardware (IT Hardware)	3 years
Process Equipment	7 years
Quantum computing fridges	3-10 years
Leasehold and other improvements	Shorter of the lease-term or estimated useful-life

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases

Summary of Components of Lease Costs

Components of lease costs are as follows (in thousands):


	Year Ended December 31,
	2023		2022
Operating lease cost	$	2,098	$	2,513
Short-term lease cost		727		36
Sub-lease income		(44)		(194)
Total lease cost	$	2,781	$	2,355

Summary of Maturities of the Company's Operating Lease Liabilities

Maturities of operating lease liabilities are as follows (in thousands):


Years Ending December 31,
2024	$	2,288
2025		2,198
2026		1,524
2027		1,566
2028		1,608
Thereafter		1,233
Total operating lease payments		10,417
Less: Imputed interest		(1,910)
Present value of operating lease liabilities	$	8,507
Operating lease liabilities, current	$	2,210
Operating lease liabilities, noncurrent		6,297
	$	8,507

Business Combination (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination

Summary of net proceeds from business combination and PIPE financing



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


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”

Summary of Significant Accounting Policies - Deferred Offering Costs (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Sep. 14, 2022
Summary Of Significant Accounting Policies [Line Items]
Offering costs incurred		$ 2.3
Share price	$ 0.01
Common Stock Purchase Agreement
Summary Of Significant Accounting Policies [Line Items]
Deferred offering costs		$ 0.7
Share price	$ 1.00		$ 1.00
Purchase agreement impairment of deferred financing costs	$ 0.8

Earn-out Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Earn-out Liabilities

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

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


Valuation Assumptions	December 31, 2023		December 31, 2022		March 2, 2022
Stock price	$	0.98	$	0.73	$	9.43
Simulated trading days		798		1,050		1,198
Annual volatility (%)		144.50%		109.30%		30.50%
Risk-free rate (%)		4.00%		4.04%		1.74%
Estimated time to expiration (in years)		3.17		4.17		5.00

Concentrations, Significant Customers and Geographic Areas - Summary of Customers Revenue and Accounts Receivable - (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	10.00%
Accounts receivable
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	10.00%
Revenue
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage	80.90%	81.30%

Goodwill - Summary of Goodwill (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill
Beginning balance, goodwill		$ 5,377
Impairment charge	$ 0	$ (5,377)

- Definition

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

+ References + Details

Earn-out Liabilities - Summary of Significant Inputs of Earnout Liability Based on Monte Carlo Simulation Models (Detail)	Dec. 31, 2023 $ / shares D Y	Dec. 31, 2022 $ / shares D Y	Mar. 02, 2022 $ / shares D Y
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| $ / shares	0.98	0.73	9.43
Measurement Input Simulated Trading Days
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| D	798	1,050	1,198
Annual volatility (%)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions	1.4450	1.0930	0.3050
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions	0.0400	0.0404	0.0174
Estimated time to expiration (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| Y	3.17	4.17	5.00