0001558370-24-007606 | 10-Q | XBRL Viewer

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
CONDENSED 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	165,310,938	147,066,336
Common stock, shares outstanding	165,310,938	147,066,336

Warrants

3 Months Ended

Mar. 31, 2024

Warrants

Warrants

(8) Warrants

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

Liability Classified Warrants

Public Warrants

Each Public Warrant entitles the holder to the right to purchase one share of Common Stock at an exercise price of $11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. The Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in part, at a price of $0.01 per Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders, and (ii) the last reported sale price of the Company’s Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. Upon issuance of a redemption notice by the Company, the warrant holders have a period of 30 days to exercise for cash, or on a cashless basis. As of March 31, 2024, 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 condensed consolidated statement of operations at each reporting date.

The calculated fair value of the derivative liability for the Public Warrants as of March 31, 2024 and December 31, 2023 was $2.4 million and $1.3 million, respectively. The change in the fair value of the Public Warrants included in the condensed consolidated statement of operations during the three months ended March 31, 2024 and 2023 was a loss of $1.1 million and $0.3 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 March 31, 2024, there were 3,272,834 Private Warrants issued and outstanding (Refer to Note 5 for fair value measurement).The Private Warrants are accounted for as a derivative liability. The fair value of the Private Warrants is determined using the Black- Scholes option-pricing model, with subsequent changes in the fair value recognized in the condensed consolidated statements of operations at each reporting date.

The calculated fair value of the derivative liability for the Private Warrants as of March 31, 2024 and December 31, 2023 was $3.1 million and $1.6 million, respectively. The change in the fair value of the Private Warrants included in the condensed consolidated statements of operations during the three months ended March 31, 2024 and 2023 was a loss of $1.5 million and $0.6 million, respectively.

Significant inputs into the Black-Scholes option-pricing models used to value the Private Warrants at March 31, 2024 and December 31, 2023 are as follows:



Valuation Assumptions	March 31, 2024		December 31, 2023
Stock Price	$	1.53	$	0.98
Strike Price	$	11.50	$	11.50
Volatility (annual) (%)		159.70%		144.50%
Risk-free rate (%)		4.37%		4.00%
Estimated time to expiration (years)		2.92		3.17
Dividend yield (%)		—		—

Equity Classified Warrants

Series C Preferred Stock Financing Warrants

During 2020, a subsidiary of Legacy Rigetti issued and sold an aggregate of 54.5 million 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 per share exercise price and a 10-year term to expiration. The Series C Warrants can be exercised for cash or on a cashless basis. As of March 31, 2024, there were 972,578 Series C Warrants issued and outstanding.

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 March 31, 2024, 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:


	March 31, 2024	December 31, 2023
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

Share-Based Compensation - RSU Activity (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity [Line Items]
Beginning balance	11,517,422
Number of Restricted Stock Units, Granted	640,730
Number of Restricted Stock Units, Vested	(1,322,630)
Number of Restricted Stock Units, Forfeited	(683,416)
Ending balance	10,152,106
Weighted-Average Fair Value Per Share, Beginning balance	$ 2.20
Weighted average fair value of grants in the period (in $ per share)	2.03
Weighted-Average Fair Value Per Share, Vested	2.57
Weighted-Average Fair Value Per Share, Forfeited	2.28
Weighted-Average Fair Value Per Share, Ending balance	2.19
Restricted Stock Units (RSUs)
Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity [Line Items]
Weighted average fair value of grants in the period (in $ per share)	$ 2.03	$ 0.57
Fair value of outstanding RSUs	$ 15.5

Concentrations, Significant Customers and Geographic Areas

3 Months Ended

Mar. 31, 2024

Concentrations, Significant Customers and Geographic Areas

Concentrations, Significant Customers and Geographic Areas

(13) 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:


	Three Months Ended March 31,
	2024	2023
Customer A	17%	51%
Customer B	11%	23%
Customer C	*	18%
Customer D	29%	*
Customer E	27%	*

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

During the three months ended March 31, 2024 and 2023, sales to government entities comprised 97.4% and 82.1% of the Company’s total revenue, respectively.

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


	March 31, 2024	December 31, 2023
Customer A	31%	39%
Customer B	22%	*
Customer C	13%	*
Customer D	*	12%
Customer E	17%	*

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

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



	Three Months Ended March 31,
	2024		2023
United States	$	2,159		2,039
Europe		893		162
Total revenue	$	3,052		2,201

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.

Revenue Recognition - Summary of Change in Contract with Customer, Asset and Liability (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue Recognition
Balance at beginning of period	$ (343)	$ (961)
Deferral of revenue	0	0
Recognition of deferred revenue	214	402
Total deferred revenue at end of period	$ (129)	$ (559)

Stockholders' Equity - Common Stock Purchase Agreement (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		12 Months Ended
	Aug. 11, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2020	Dec. 31, 2023
Stockholder's Equity
Common Stock, Shares, Outstanding		165,310,938			147,066,336
Proceeds from sale of common stock through Purchase Agreement		$ 11,300
Share price (in $ per share)		$ 0.01
Purchase agreement impairment of deferred financing costs			$ 800
Common Stock Purchase Agreement
Stockholder's Equity
Common Stock, Shares, Outstanding	23,648,889
Percentage of the aggregate number of shares of common stock issued and outstanding immediately prior to the execution of the agreement.	19.99%
Stock issued during period, shares, issued for services	171,008
Proceeds from sale of common stock through Purchase Agreement		$ 12,838
Proceeds from sale of common stock through Purchase Agreement (in shares)		10,056,799
Share price (in $ per share)					$ 1.00
Common Class A \| Common Stock Purchase Agreement
Stockholder's Equity
Common Stock, Value, Subscriptions	$ 75,000
Series C Preferred Stock
Stockholder's Equity
Proceeds from sale of common stock through Purchase Agreement				$ 56,200
Proceeds from sale of common stock through Purchase Agreement (in shares)				54,500,000

Share-Based Compensation - Summarized Stock-Based Compensation Expenses (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	$ 2,991	$ 1,703
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	1,927	1,527
Selling, general and administrative expenses
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	$ 1,064	$ 176

Concentrations, Significant Customers and Geographic Areas - Summary of Customers Revenue and Receivables (Detail)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue \| Customer concentration risk
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage (in %)	10.00%	10.00%
Revenue \| Customer concentration risk \| Customer A
Concentration Risk [Line Items]
Concentration risk percentage (%)	17.00%	51.00%
Revenue \| Customer concentration risk \| Customer B
Concentration Risk [Line Items]
Concentration risk percentage (%)	11.00%	23.00%
Revenue \| Customer concentration risk \| Customer C
Concentration Risk [Line Items]
Concentration risk percentage (%)		18.00%
Revenue \| Customer concentration risk \| Customer D
Concentration Risk [Line Items]
Concentration risk percentage (%)	29.00%
Revenue \| Customer concentration risk \| Customer E
Concentration Risk [Line Items]
Concentration risk percentage (%)	27.00%
Revenue \| Customer concentration risk \| Government entities
Concentration Risk [Line Items]
Concentration risk percentage (%)	97.40%	82.10%
Accounts receivable
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage (in %)	10.00%		10.00%
Accounts receivable \| Customer concentration risk
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage (in %)	10.00%		10.00%
Accounts receivable \| Customer concentration risk \| Customer A
Concentration Risk [Line Items]
Concentration risk percentage (%)	31.00%		39.00%
Accounts receivable \| Customer concentration risk \| Customer B
Concentration Risk [Line Items]
Concentration risk percentage (%)	22.00%
Accounts receivable \| Customer concentration risk \| Customer C
Concentration Risk [Line Items]
Concentration risk percentage (%)	13.00%
Accounts receivable \| Customer concentration risk \| Customer D
Concentration Risk [Line Items]
Concentration risk percentage (%)			12.00%
Accounts receivable \| Customer concentration risk \| Customer E
Concentration Risk [Line Items]
Concentration risk percentage (%)	17.00%

Financing Arrangements (Tables)

3 Months Ended

Mar. 31, 2024

Financing Arrangements

Summary of long term debt and the unamortized discount

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


	March 31, 2024		December 31, 2023
Outstanding principal amount	$	19,330	$	22,376
Add: accreted liability of final payment fee		727		673
Less: unamortized debt discount, long-term		(115)		(224)
Less: current portion of long-term debt principal		(13,446)		(12,931)
Debt – net of current portion	$	6,496	$	9,894
Current portion of long-term debt – principal		13,446		12,931
Less: current portion of unamortized debt discount		(632)		(767)
Debt – current portion	$	12,814	$	12,164

Scheduled principal payments on total outstanding debt

Scheduled principal payments on total outstanding debt are as follows (in thousands):


	March 31, 2024
2024	$	9,885
2025		9,047
2026		398
	$	19,330

Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Jan. 01, 2024
Stock-based compensation expense	$ 2,991	$ 1,703
Weighted-average grant date fair value of options granted (in $ per share)	$ 1.74	$ 0.55
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value	$ 285	$ 1,200
Amount of cost not yet recognized for nonvested award	$ 4,000
Weighted-average period over which cost to be recognized (in years)	2 years 8 months 8 days
Share based compensation stock options granted (in shares)	500,000
Vested in the period (in shares)	1,322,630
Common stock, capital shares reserved for future issuance (in shares)	34,223,495
Proceeds from stock option exercises	$ 100	800
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value	$ 2,100	700
Share price (in $ per share)	$ 0.01
Weighted average fair value of grants in the period (in $ per share)	$ 2.03
Restricted Stock Units
Stock-based compensation expense	$ 2,600	$ 1,300
Amount of cost not yet recognized for nonvested award	$ 17,200
Weighted-average period over which cost to be recognized (in years)	1 year 7 months 24 days
Common stock, capital shares reserved for future issuance (in shares)	10,152,106
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
Weighted average fair value of grants in the period (in $ per share)	$ 2.03	$ 0.57
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 (in $ per share)		$ 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 (in $ per share)		$ 4.00
Restricted Stock Units \| Time Based Vesting Restricted Stock Units
Number of shares issued under share-based payment arrangement	640,730	919,545
Restricted Stock Units \| Time Based Vesting Restricted Stock Units \| Minimum
Share based compensation stock options vesting period (in years)	1 year	1 year
Restricted Stock Units \| Time Based Vesting Restricted Stock Units \| Maximum
Share based compensation stock options vesting period (in years)	4 years	4 years
Restricted Stock Units \| Market Based Vesting Restricted Stock Units
Number of shares issued under share-based payment arrangement		3,850,000
Stock Options
Stock-based compensation expense	$ 400	$ 400
Common stock, capital shares reserved for future issuance (in shares)	7,308,084
2022 Equity Incentive Plan
Percentage of the common stock of all classes outstanding on preceding year	5.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	27,793,002
Common stock, capital shares reserved for future issuance (in shares)	13,225,115
Increase in common stock capital shares reserved for future issuance			9,119,816

Concentrations, Significant Customers and Geographic Areas - (Tables)

3 Months Ended

Mar. 31, 2024

Concentration Risk [Line Items]

Schedule of summary of revenue by geography

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



	Three Months Ended March 31,
	2024		2023
United States	$	2,159		2,039
Europe		893		162
Total revenue	$	3,052		2,201

Revenue

Concentration Risk [Line Items]

Schedule of concentration of significant customers based on revenue and accounts receivable


	Three Months Ended March 31,
	2024	2023
Customer A	17%	51%
Customer B	11%	23%
Customer C	*	18%
Customer D	29%	*
Customer E	27%	*

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

Accounts receivable

Concentration Risk [Line Items]

Schedule of concentration of significant customers based on revenue and accounts receivable


	March 31, 2024	December 31, 2023
Customer A	31%	39%
Customer B	22%	*
Customer C	13%	*
Customer D	*	12%
Customer E	17%	*

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

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of stock option activity


		Weighted		Weighted-
		Average		Average	Aggregate
		Exercise		Contractual	Intrinsic
	Options Outstanding	Price Per Share		Life (in years)	Value
Outstanding, December 31, 2023	7,049,290	$	0.82	8.23	$	2,017
Granted	500,000		2.03
Exercised	(219,191)		0.27		$	285
Forfeited and expired	(22,015)		0.27
Outstanding and expected to vest, March 31, 2024	7,308,084	$	0.92	8.21	$	5,047
Exercisable, March 31, 2024	3,036,084	$	0.50	6.76	$	3,181

Schedule of activity related to restricted stock units

The following is a summary of RSU activity during the three months ended March 31, 2024:


		Weighted Average
		Grant Date Fair
	Shares	Value
Non-vested at December 31, 2023	11,517,422	$	2.20
Granted	640,730		2.03
Forfeited	(683,416)		2.28
Vested	(1,322,630)		2.57
Non-vested at March 31, 2024	10,152,106	$	2.19

Schedule of total stock-based compensation expenses

The table below summarizes total stock-based compensation expenses for the three months ended March 31, 2024 and 2023, respectively (in thousands):


	Three Months Ended March 31,
	2024		2023
Research and development	$	1,927	$	1,527
Selling, general and administrative expenses		1,064		176
Total stock-based compensation expenses	$	2,991	$	1,703

Stock Options

Schedule of weighted average assumptions used as inputs in the valuation of stock options granted


	Time-based
	Stock Option
		Grants
Valuation Assumptions	March 18, 2024
Strike price	$	2.03
Annual volatility (%)		113.00%
Risk- free rate (%)		4.35%
Expected term (years)		6.02

Fair Value Measurements - Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Liabilities:
Earn-out Liability	$ 3,800	$ 2,200
Fair Value, Inputs, Level 1
Assets:
Assets	25,669	41,021
Liabilities:
Derivative liabilities	2,401	1,323
Fair Value, Inputs, Level 1 \| Money market funds
Assets:
Cash equivalents	16,219	15,681
Fair Value, Inputs, Level 1 \| Corporate bonds
Assets:
Assets	9,450	25,340
Fair Value, Inputs, Level 2
Assets:
Assets	58,211	53,197
Fair Value, Inputs, Level 2 \| U.S. treasury securities
Assets:
Assets	58,211	45,270
Fair Value, Inputs, Level 2 \| U.S. government agency bonds
Assets:
Assets		7,927
Fair Value, Inputs, Level 3
Liabilities:
Derivative liabilities	6,885	3,759
Fair Value, Inputs, Level 3 \| Earn-out liabilities
Liabilities:
Earn-out Liability	3,776	2,155
Public Warrants \| Fair Value, Inputs, Level 1 \| Derivative
Liabilities:
Derivative liabilities	2,401	1,323
Private Warrants \| Fair Value, Inputs, Level 3 \| Derivative
Liabilities:
Derivative liabilities	$ 3,109	$ 1,604

Revenue Recognition

3 Months Ended

Mar. 31, 2024

Revenue Recognition

Revenue Recognition

(12)

Revenue Recognition

The following tables depict the disaggregation of revenue according to the type of good or service and timing of transfer of goods or services for the three months ended March 31, 2024 and 2023, respectively (in thousands):


	Three Months Ended March 31,
	2024		2023
Collaborative research, other professional services and related materials	$	2,837	$	1,811
Access to quantum computing systems		215		390
	$	3,052	$	2,201


	Three Months Ended March 31,
	2024		2023
Revenue recognized at a point in time	$	-	$	-
Revenue recognized over time		3,052		2,201
	$	3,052	$	2,201

Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of March 31, 2024 and December 31, 2023 were as follows (in thousands):


	March 31, 2024		December 31, 2023		December 31, 2022
Trade receivables	$	2,964	$	2,650	$	6,143
Unbilled receivables	$	1,742	$	2,379	$	92
Deferred revenue	$	(129)	$	(343)	$	(961)

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


	Three Months Ended March 31,
	2024		2023
Balance at beginning of period	$	(343)	$	(961)
Deferral of revenue		—		—
Recognition of deferred revenue		214		402
Total deferred revenue at end of period	$	(129)	$	(559)

Amounts recognized as revenue from beginning contract liabilities during the three months ended March 31, 2024 and 2023, totaled $0.2 million and $0.4 million, respectively. Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of March 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $9.0 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 March 31, 2024 or December 31, 2023, 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
-Name Accounting Standards Codification
-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 - Summary of Revenue by Geography (Detail) - Revenue - Revenue from Rights Concentration Risk - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Concentration Risk [Line Items]
Total revenue	$ 3,052	$ 2,201
United States
Concentration Risk [Line Items]
Total revenue	2,159	2,039
Europe
Concentration Risk [Line Items]
Total revenue	$ 893	$ 162

- 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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue	$ 3,052	$ 2,201
Cost of revenue	1,552	510
Total gross profit	1,500	1,691
Operating expenses:
Research and development	11,471	13,707
Selling, general and administrative	6,614	9,013
Restructuring	0	991
Total operating expenses	18,085	23,711
Loss from operations	(16,585)	(22,020)
Other (expense) income, net
Interest expense	(1,107)	(1,464)
Interest income	1,123	1,284
Change in fair value of derivative warrant liabilities	(2,583)	(873)
Change in fair value of earn-out liabilities	(1,621)	(281)
Total other (expense) income, net	(4,188)	(1,334)
Net loss before provision for income taxes	(20,773)	(23,354)
Provision for income taxes	0	0
Net loss	$ (20,773)	$ (23,354)
Net loss per share attributable to common stockholders-basic (in $ per share)	$ (0.14)	$ (0.19)
Net loss per share attributable to common stockholders-diluted (in $ per share)	$ (0.14)	$ (0.19)
Weighted average shares used in computing net loss per share attributable to common stockholders - basic (in shares)	151,855	124,778
Weighted average shares used in computing net loss per share attributable to common stockholders - diluted (in shares)	151,855	124,778

Fair Value Measurements - Additional Information (Detail) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Sep. 30, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Assets transfer into level 3	$ 0	$ 0
Assets transfer out of level 3	$ 0	$ 0
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

Stockholders' Equity - Summary of Conversions of Stock (Detail)	Mar. 31, 2024 shares
Stockholder's Equity
Common stock, capital shares reserved for future issuance (in shares)	34,223,495
Stock-Based Awards-RSUs Outstanding
Stockholder's Equity
Common stock, capital shares reserved for future issuance (in shares)	10,152,106
Employee Stock Option
Stockholder's Equity
Common stock, capital shares reserved for future issuance (in shares)	7,308,084
Common Stock Warrants
Stockholder's Equity
Common stock, capital shares reserved for future issuance (in shares)	16,763,305

Earn-out Liabilities

3 Months Ended

Mar. 31, 2024

Earn-out Liabilities

Earn-out Liabilities

(9) Earn-out Liabilities

Upon the closing of the Business Combination on March 2, 2022, SNII, Supernova Partners II, LLC and SNII’s directors and officers (collectively the “Sponsor Holders”) subjected certain shares of Common Stock that they own (the “Sponsor Vesting Shares”) to forfeiture for a five-year period following the closing of the Business Combination, with vesting occurring only if thresholds related to the weighted average price of Common Stock are met as described below (the “Earn-out Triggering Events”). Any such shares held by the Sponsor Holders that have not vested by the fifth anniversary of the closing of the Business Combination will be forfeited.

Sponsor Vesting Shares – Vesting Provisions:

(i)

2,479,000 shares of Common Stock held by the Sponsor Holders became unvested and subject to forfeiture as of the closing of the Business Combination and will only vest if, during the five year period following the closing of the Business Combination, 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 of the Business Combination and will only vest if, during the five year period following the closing of the Business Combination, 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 of the Business Combination will be forfeited.

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 March 31, 2024 and December 31, 2023 was $3.8 million and $2.2 million, respectively. The change in the fair value of the Earn-out liabilities included in the condensed consolidated statements of operations during the three months ended March 31, 2024 and 2023, was a loss of $1.6 million and $0.3 million, respectively.

Significant inputs into the Monte Carlo simulation models as of March 31, 2024 and December 31, 2023 are as follows:


Valuation Assumptions	March 31, 2024		December 31, 2023
Stock price	$	1.53	$	0.98
Simulated trading days		735		798
Annual volatility (%)		159.70%		144.50%
Risk-free rate (%)		4.37%		4.00%
Estimated time to expiration (in years)		2.92		3.17

Changes in Stockholders' Equity - Summary of Reconciliation of Changes in Stockholders Equity (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Equity
Beginning balance	$ 109,588	$ 150,224
Issuance of common stock upon exercise of stock options	$ 60	750
Issuance of common stock upon exercise of stock options (in shares)	219,191
Issuance of common stock upon exercise of common stock warrants		1
Proceeds from sale of common stock	$ 11,300
Capitalization of deferred costs to equity upon share issuance	(52)	(13)
Stock-based Compensation	2,991	1,703
Foreign currency translation loss	(88)	(83)
Change in unrealized (gain) loss on available-for-sale securities	(18)	238
Net loss	(20,773)	(23,354)
Ending balance	115,577	129,466
Common Stock Purchase Agreement
Equity
Proceeds from sale of common stock	$ 12,838
Proceeds from sale of common stock (in shares)	10,056,799
At The Market Offering Agreement
Equity
Proceeds from sale of common stock	$ 11,031
Proceeds from sale of common stock (in shares)	6,645,982
Common Stock
Equity
Beginning balance	$ 14	$ 12
Beginning balance (in shares)	147,066,000	125,257,000
Issuance of common stock upon exercise of stock options (in shares)	219,000	2,860,000
Issuance of common stock upon exercise of common stock warrants (in shares)		127,000
Issuance of common stock upon release of restricted stock units	1,323,000
Issuance of common stock upon release of restricted stock units (in shares)		$ 927
Ending balance	$ 16	$ 12
Ending balance (in shares)	165,311,000	129,171,000
Common Stock \| Common Stock Purchase Agreement
Equity
Proceeds from sale of common stock	$ 1
Proceeds from sale of common stock (in shares)	10,057,000
Common Stock \| At The Market Offering Agreement
Equity
Proceeds from sale of common stock	$ 1
Proceeds from sale of common stock (in shares)	6,646,000
Additional Paid-In Capital
Equity
Beginning balance	$ 463,089	$ 429,025
Issuance of common stock upon exercise of stock options	60	750
Issuance of common stock upon exercise of common stock warrants		1
Capitalization of deferred costs to equity upon share issuance	(52)	(13)
Stock-based Compensation	2,991	1,703
Ending balance	489,955	431,466
Additional Paid-In Capital \| Common Stock Purchase Agreement
Equity
Proceeds from sale of common stock	12,837
Additional Paid-In Capital \| At The Market Offering Agreement
Equity
Proceeds from sale of common stock	11,030
Accumulated Other Comprehensive Gain (Loss)
Equity
Beginning balance	244	(161)
Foreign currency translation loss	(88)	(83)
Change in unrealized (gain) loss on available-for-sale securities	(18)	238
Ending balance	138	(6)
Accumulated Deficit
Equity
Beginning balance	(353,759)	(278,652)
Net loss	(20,773)	(23,354)
Ending balance	$ (374,532)	$ (302,006)

Description of Business

3 Months Ended

Mar. 31, 2024

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.

Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended			12 Months Ended
	Feb. 29, 2020	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023	Dec. 31, 2020	Dec. 31, 2023	Mar. 01, 2022	Jan. 31, 2020
Class Of Warrant Or Right [Line Items]
Exercise price of warrants							$ 11.50
Share price (in $ per share)		$ 0.01
Warrants outstanding		2,680,607				2,680,607
Fair value adjustment of warrants		$ 2,583		$ 873
Proceeds from sale of common stock through Purchase Agreement		11,300
Warrants and rights outstanding, term							5 years
Adjustment to additional paid in capital warrants issued		$ 1,200
Series C Preferred Stock
Class Of Warrant Or Right [Line Items]
Exercise price of warrants					$ 1.15
Proceeds from sale of common stock through Purchase Agreement (in shares)					54,500,000
Proceeds from sale of common stock through Purchase Agreement					$ 56,200
Public Warrants
Class Of Warrant Or Right [Line Items]
Exercise price of warrants		$ 11.50
Share price (in $ per share)		$ 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		9,802,138					8,625,000
Derivative liabilities		$ 2,400				$ 1,300
Fair value adjustment of warrants		$ (1,100)	$ 1,100	(300)
Private Warrants
Class Of Warrant Or Right [Line Items]
Warrants outstanding		3,272,834					4,450,000
Derivative liabilities		$ 3,100				$ 1,600
Fair value adjustment of warrants		$ (1,500)	$ 1,500	$ (600)
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
Warrants outstanding		972,578
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
Class of warrant or right, Grand date fair value		$ 200
Deferred assets in connection with warrants issued to Customer		$ 100
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%

Restructuring and severance

3 Months Ended

Mar. 31, 2024

Restructuring and severance

Restructuring and severance

(16)

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 in full during 2023. 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 was paid out monthly through February 2024.

Earn-out Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Earn-out Liabilities

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


Valuation Assumptions	March 31, 2024		December 31, 2023
Stock price	$	1.53	$	0.98
Simulated trading days		735		798
Annual volatility (%)		159.70%		144.50%
Risk-free rate (%)		4.37%		4.00%
Estimated time to expiration (in years)		2.92		3.17

Net Loss Per Share - Additional Information (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 01, 2022
Exercise price of warrants			$ 11.50
Weighted-average common shares outstanding - Basic	151,855,000	124,778,000
Weighted-average common shares outstanding - Diluted	151,855,000	124,778,000
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	972,578	1,401,126

Net Loss Per Share

3 Months Ended

Mar. 31, 2024

Net Loss Per Share

Net Loss Per Share

(14) Net Loss Per Share

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


	Three Months Ended March 31,
	2024		2023
Numerator:
Net loss	$	(20,773)	$	(23,354)
Denominator:
Weighted-average shares outstanding - basic and diluted		151,855		124,778
Net loss per share - basic and diluted	$	(0.14)	$	(0.19)

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 three months ended March 31, 2024 and 2023, respectively, because the contingencies for the issuance of these shares have not been met. The weighted-average common shares outstanding for the three months ended March 31, 2024 and 2023, respectively, include 972,578 and 1,401,126 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 and warrants have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same.

The Company excluded the following potential common shares from the computation of diluted net loss per share for the three months ended March 31, 2024, and 2023:


	Three Months Ended March 31,
	2024	2023
Common Stock Warrants (1)	14,450,417	14,450,445
Stock Options	7,308,084	6,120,084
Restricted Stock Units	10,152,106	11,682,373
	31,910,607	32,252,902

(1)	The number of outstanding warrants does not include unvested Customer Warrants for 1,340,310 shares as of March 31, 2024 and 2023, respectively.

Changes in Stockholders' Equity

3 Months Ended

Mar. 31, 2024

Changes in Stockholders' Equity

Changes in Stockholders' Equity

(3)

Changes in Stockholders’ Equity

Three Months Ended March 31, 2024 and 2023 (in thousands):


						Accumulated
				Additional		Other				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Income		Deficit		Equity
Balance, December 31, 2023	147,066	$	14	$	463,089	$	244	$	(353,759)	$	109,588
Issuance of common stock upon exercise of stock options	219		—		60		—		—		60
Issuance of common stock upon release of restricted stock units	1,323		—		—		—		—		—
Proceeds from sale of common stock through Purchase Agreement - B.Riley	10,057		1		12,837		—		—		12,838
Proceeds from sale of common stock through At-The-Market (ATM) Offering	6,646		1		11,030		—		—		11,031
Capitalization of deferred costs to equity upon share issuance	—		—		(52)		—		—		(52)
Stock-based compensation	—		—	—	2,991		—		—		2,991
Foreign currency translation loss	—		—		—		(88)		—		(88)
Change in unrealized loss on available-for-sale securities	—		—		—		(18)		—		(18)
Net loss	—		—		—		—		(20,773)		(20,773)
Balance, March 31, 2024	165,311	$	16	$	489,955	$	138	$	(374,532)	$	115,577


						Accumulated
				Additional		Other				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Loss		Deficit		Equity
Balance, December 31, 2022	125,257	$	12	$	429,025	$	(161)	$	(278,652)	$	150,224
Issuance of common stock upon exercise of stock options	2,860		—		750		—		—		750
Issuance of common stock upon exercise of common stock warrants	127		—		1		—		—		1
Issuance of common stock upon release of restricted stock units	927		—		—		—		—		—
Capitalization of deferred costs to equity upon share issuance	—		—		(13)		—		—		(13)
Stock-based compensation	—		—		1,703		—		—		1,703
Foreign currency translation loss	—		—		—		(83)		—		(83)
Change in unrealized loss on available-for-sale securities	—		—		—		238		—		238
Net loss	—		—		—		—		(23,354)		(23,354)
Balance, March 31, 2023	129,171	$	12	$	431,466	$	(6)	$	(302,006)	$	129,466

Stockholders' Equity

3 Months Ended

Mar. 31, 2024

Stockholders' Equity

Stockholders' Equity

(10) Stockholders’ Equity

As of March 31, 2024, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments:


		Common Stock
Common Stock Warrants		16,763,305
Stock-Based Awards—RSUs Outstanding		10,152,106
Stock-Based Awards—Options Outstanding		7,308,084
Total		34,223,495

At-the-Market Offering Agreement

On March 15, 2024, the Company entered into an At-the-Market (“ATM”) Sales Agreement (the “ATM Agreement”) with B. Riley Securities, Inc. (“B. Riley”) and Needham & Company, LLC (“Needham”; each of B. Riley and Needham, a “Sales Agent” and collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time in its sole discretion, shares of its common stock, having an aggregate offering price of up to $100,000,000, subject to certain limitations as set forth in the ATM Agreement. The Company is not obligated to make any sales under the ATM Agreement.

Any shares offered and sold in the ATM offering will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 and the related prospectus supplement. Under the ATM Agreement, the sales agents may sell shares of common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. The Company will pay the sales agents a commission rate of 2.5% of the gross sales proceeds of any shares sold and has agreed to provide the sales agents with customary indemnification, contribution and reimbursement rights. The ATM Agreement contains customary representations and warranties and conditions to the placements of the shares pursuant thereto.

During the three months ended March 31, 2024, the Company raised gross proceeds of $11.3 million pursuant to the ATM offering through the sale of 6,645,982 shares of its common stock at a weighted average price of $1.69 per share. The net proceeds from the ATM offering during the period were $11.0 million after deducting sales agent commissions of $0.3 million and offering expense of less than $0.1 million. As of March 31, 2024, up to $88.7 million of Company common stock remains available for sale pursuant to the ATM offering.

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.

During the three months ended March 31, 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. As of March 31, 2024, there are no remaining shares available for sale under the Purchase Agreement; the agreement has terminated.

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 during the three months ended March 31, 2023 for previously deferred offering costs, primarily related to the Purchase Agreement, which were recorded as selling, general and administrative expense in the accompanying condensed 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
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+ Details

Contingencies

3 Months Ended

Mar. 31, 2024

Contingencies

Contingencies

(17)

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.

Share-Based Compensation - Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Share-Based Compensation
Outstanding beginning balance (in shares)	7,049,290
Granted (in shares)	500,000
Exercised (in shares)	(219,191)
Forfeited and expired (in shares)	(22,015)
Outstanding ending balance (in shares)	7,308,084		7,049,290
Exercisable (in shares)	3,036,084
Weighted Average Exercise Price Per Share ,Outstanding beginning balance	$ 0.82
Weighted Average Exercise Price Per Share , Granted	2.03
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	0.92		$ 0.82
Weighted Average Exercise Price Per Share , Exercisable	$ 0.50
Weighted- Average Contractual Life (in years) , Outstanding	8 years 2 months 15 days		8 years 2 months 23 days
Weighted- Average Contractual Life (in years) , Exercisable	6 years 9 months 3 days
Aggregate Intrinsic Value beginning balance	$ 2,017
Aggregate Intrinsic Value , Exercised	285	$ 1,200
Aggregate Intrinsic Value ending balance	5,047		$ 2,017
Aggregate Intrinsic Value , Exercisable	$ 3,181

Net Loss Per Share - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net Income (Loss)	$ (20,773)	$ (23,354)
Denominator:
Weighted-average shares outstanding - basic	151,855	124,778
Weighted-average shares outstanding - diluted	151,855	124,778
Net loss per share - basic	$ (0.14)	$ (0.19)
Net loss per share - diluted	$ (0.14)	$ (0.19)

- 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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- Definition

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

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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Forward Warrant Agreement

3 Months Ended

Mar. 31, 2024

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 condensed consolidated statement of operations.

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 without taking effect. As a result, the Forward Warrant Agreement had no value as of March 31, 2024 or December 31, 2023.

Financing Arrangements - Long term debt and the unamortized discount (Detail) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	May 31, 2021
Financing Arrangements
Outstanding principal amount	$ 19,330	$ 22,376
Add: accreted liability of final payment fee	727	673
Less: unamortized debt discount, long term	(115)	(224)	$ (2,800)
Less: current portion of long term debt-principal	(13,446)	(12,931)
Debt-net of current portion	6,496	9,894
Current portion of long term debt-principal	13,446	12,931
Less: current portion of unamortized debt discount	(632)	(767)
Debt-current portion	$ 12,814	$ 12,164

Share-Based Compensation - Assumptions used in valuation of stock options granted (Detail) - $ / shares		3 Months Ended	12 Months Ended
	Mar. 18, 2024	Mar. 31, 2024	Dec. 31, 2022
Granted (in shares)		500,000
Market Based Vesting Award
Granted (in shares)			500,000
Stock Options
Strike price (in $ per share)	$ 2.03
Annual volatility (in %)	113.00%
Risk- free rate (in %)	4.35%
Expected term (years)	6 years 7 days
Minimum \| Stock Options
Expected term (years)		1 year
Maximum \| Stock Options
Expected term (years)		5 years

Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) - Common Class A [Member] - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	31,910,607	32,252,902
Common Stock Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	14,450,417	14,450,445
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	7,308,084	6,120,084
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	10,152,106	11,682,373

Investments - Summary of Fair Value of Available For Sale Securities (Detail) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 67,668	$ 78,526
Unrealized Gains	2	24
Unrealized Losses	(9)	(13)
Fair Value	67,661	78,537
U.S. treasury securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	58,219	45,252
Unrealized Gains	1	18
Unrealized Losses	(9)
Fair Value	58,211	45,270
U.S. government agency bonds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost		7,933
Unrealized Losses		(6)
Fair Value		7,927
Corporate bonds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	9,449	25,341
Unrealized Gains	1	6
Unrealized Losses		(7)
Fair Value	$ 9,450	$ 25,340

- 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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-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 5: http://www.xbrl.org/2003/role/disclosureRef
-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 6: http://www.xbrl.org/2003/role/disclosureRef
-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 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
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-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/2003/role/disclosureRef
-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/2003/role/disclosureRef
-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/2003/role/disclosureRef
-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

Financing Arrangements - Additional Information (Detail) - USD ($) $ in Thousands			1 Months Ended		3 Months Ended
	Jan. 31, 2022	Oct. 21, 2021	Jan. 31, 2022	Nov. 30, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	May 31, 2021	Mar. 31, 2021
Line of Credit Facility [Line Items]
Debt issuance costs					$ 115		$ 224	$ 2,800
Interest expense					1,107	$ 1,464
Amortization of debt issuance cost					$ 298	391
Common Stock Warrants
Line of Credit Facility [Line Items]
Class of warrants issued during period					783,129
Class of Warrant or Right, Number of Securities Called by Warrants or Rights									313,252
Loan and Security Agreement
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage					22.50%		22.50%
Debt instrument payment fee, Percentage					2.75%
Interest expense						1,500
Amortization of debt issuance cost					$ 300	$ 200
Unamortized issuance cost					$ 700		$ 1,000
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
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%		11.00%
Debt instrument payment fee, Percentage	20.00%		20.00%
Debt Related Commitment Fees			$ 1,000
Debt Instrument, Face Amount	$ 5,000		$ 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		$ 75,000
Debt instrument, fee amount	$ 5,000		5,000
Proceeds from other equity			$ 75,000
Tranche C \| Prime Rate
Line of Credit Facility [Line Items]
Debt Instrument, Variable Rate			7.50%

Warrants (Tables)

3 Months Ended

Mar. 31, 2024

Class of Warrant or Right [Line Items]

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


Valuation Assumptions	March 31, 2024		December 31, 2023
Stock price	$	1.53	$	0.98
Simulated trading days		735		798
Annual volatility (%)		159.70%		144.50%
Risk-free rate (%)		4.37%		4.00%
Estimated time to expiration (in years)		2.92		3.17

Summary of vesting status of the Customer Warrant


	March 31, 2024	December 31, 2023
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



Valuation Assumptions	March 31, 2024		December 31, 2023
Stock Price	$	1.53	$	0.98
Strike Price	$	11.50	$	11.50
Volatility (annual) (%)		159.70%		144.50%
Risk-free rate (%)		4.37%		4.00%
Estimated time to expiration (years)		2.92		3.17
Dividend yield (%)		—		—

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Summary of Significant Accounting Policies
Basis of Presentation	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”). 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. 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. 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. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S” and such accounting principles, “GAAP”) for complete financial statements due to the permitted exclusion of certain disclosures for interim reporting. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary under GAAP for a fair presentation of results for the interim periods presented have been included. As a result of displaying amounts in thousands, rounding differences may exist in the condensed consolidated financial statements and footnote tables. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for other interim periods or future years. The condensed consolidated balance sheet as of December 31, 2023, included herein, is derived from the audited consolidated financial statements as of that date, however, it does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed within the SEC on March 14, 2024.
Principles of Consolidation	Principles of Consolidation The accompanying condensed 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 condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Significant Accounting Policies	Significant Accounting Policies There were no material changes to the significant accounting policies disclosed in “Note 2 – Summary of Significant Accounting Policies” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 14, 2024.
Use of Estimates	Use of Estimates The preparation of the condensed 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 condensed 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, 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 condensed consolidated financial statements; therefore, actual results could differ from those estimates.
Risks and Uncertainties	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	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 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.
Prior Period Reclassifications	Prior Period 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.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 was effective for the Company as of January 1, 2024. The Company determined that the adoption of this standard did not have a material impact on the consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted	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 for annual periods beginning 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 November 2023, the 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 the Company 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. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements. In December 2023, the FASB issued 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 the Company for annual periods beginning after December 15, 2024 on a prospective basis. Retrospective application is also permitted. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Taxes

Income Taxes

(15)

Income Taxes

The Company did not record income tax expense for the three months ended March 31, 2024 and 2023, respectively, due to the Company’s loss position and full valuation allowance.

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

The Company has deferred tax assets as a result of temporary differences between the taxable income on its tax returns and GAAP income, R&D tax credit carry forwards and federal and state net operating loss carry forwards. A deferred tax asset generally represents future tax benefits to be received when temporary differences previously reported in the Company’s condensed consolidated financial statements become deductible for income tax purposes, when net operating loss carry forwards could be applied against future taxable income, or when tax credit carry forwards are utilized in the Company’s tax returns. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net U.S. federal and state deferred tax assets have been fully offset by a valuation allowance.

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.

- 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
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-Name Accounting Standards Codification
-Section S99
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-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
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-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
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-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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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue Recognition
Contract with customer, liability, revenue recognized	$ 0.2	$ 0.4
Transaction price allocated to remaining performance obligations	$ 9.0

Financing Arrangements

3 Months Ended

Mar. 31, 2024

Financing Arrangements

Financing Arrangements

(7)

Financing Arrangements

Loan and Security Agreement

In March 2021, the Company entered into an agreement (the “Loan Agreement”) with Trinity Capital Inc. (“Trinity”) to secure a debt commitment of $12.0 million (the “Tranche A”) which was drawn at the closing. The term loan is collateralized by a first-priority, senior secured interest in substantially all of the Company’s assets. In conjunction with the Loan Agreement, the Company issued Trinity a warrant to purchase 313,252 shares of Common Stock (the “Initial Trinity Warrants”). These warrants were exercised in 2022.

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 783,129 warrants to purchase the Common Stock (the “Trinity Warrants”) which was an incremental cost allocated between Tranche A and Tranche B.

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 2 and paid an exit fee of $1.0 million which is 20% of the Tranche C amount. 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% as of March 31, 2024 and December 31, 2023, respectively.

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


	March 31, 2024		December 31, 2023
Outstanding principal amount	$	19,330	$	22,376
Add: accreted liability of final payment fee		727		673
Less: unamortized debt discount, long-term		(115)		(224)
Less: current portion of long-term debt principal		(13,446)		(12,931)
Debt – net of current portion	$	6,496	$	9,894
Current portion of long-term debt – principal		13,446		12,931
Less: current portion of unamortized debt discount		(632)		(767)
Debt – current portion	$	12,814	$	12,164

During the three months ended March 31, 2024, the Company recorded interest expense of $1.1 million, which includes accretion of the end-of-term liability, amortization of the commitment fee asset and amortization of debt issuance costs totaling $0.3 million. During the three months ended March 31, 2023, the Company recorded interest expense of $1.5 million, which includes accretion of the end-of-term liability, amortization of the commitment fee asset and amortization of debt issuance costs totaling $0.2 million, respectively.

The unamortized debt discount as of March 31, 2024, and December 31, 2023 of $0.7 million and $1.0 million, respectively, is offset against the carrying value of the term loan in the condensed consolidated balance sheets.

Scheduled principal payments on total outstanding debt are as follows (in thousands):


	March 31, 2024
2024	$	9,885
2025		9,047
2026		398
	$	19,330

- 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
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

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

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-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
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-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
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-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

Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Parenthetical) (Detail) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Unvested Customer Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	1,340,310	1,340,310

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (20,773)	$ (23,354)

- Definition

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

+ References

+ Details

Fair Value Measurements - Summary Of Change in Fair Value of Derivative Liabilities (Detail) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Forward Warrant Agreement
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance		$ (2,229)
Change in fair value during the period		1,100
Ending Balance		(1,129)
Earn-out liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance	$ 2,155	1,206
Change in fair value during the period	1,621	281
Ending Balance	3,776	1,487
Private Placement Warrants \| Derivative Warrant Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance	1,604	1,068
Change in fair value during the period	1,505	623
Ending Balance	$ 3,109	$ 1,691

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2024

Revenue Recognition

Summary of Disaggregation of Revenue


	Three Months Ended March 31,
	2024		2023
Collaborative research, other professional services and related materials	$	2,837	$	1,811
Access to quantum computing systems		215		390
	$	3,052	$	2,201


	Three Months Ended March 31,
	2024		2023
Revenue recognized at a point in time	$	-	$	-
Revenue recognized over time		3,052		2,201
	$	3,052	$	2,201

Summary of Accounts receivable, Contract with Customer Assets and Liabilities

Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of March 31, 2024 and December 31, 2023 were as follows (in thousands):


	March 31, 2024		December 31, 2023		December 31, 2022
Trade receivables	$	2,964	$	2,650	$	6,143
Unbilled receivables	$	1,742	$	2,379	$	92
Deferred revenue	$	(129)	$	(343)	$	(961)

Summary of Changes in Deferred Revenue from Contracts with Customers


	Three Months Ended March 31,
	2024		2023
Balance at beginning of period	$	(343)	$	(961)
Deferral of revenue		—		—
Recognition of deferred revenue		214		402
Total deferred revenue at end of period	$	(129)	$	(559)

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

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”). 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.

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.

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.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S” and such accounting principles, “GAAP”) for complete financial statements due to the permitted exclusion of certain disclosures for interim reporting. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary under GAAP for a fair presentation of results for the interim periods presented have been included. As a result of displaying amounts in thousands, rounding differences may exist in the condensed consolidated financial statements and footnote tables. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for other interim periods or future years.

The condensed consolidated balance sheet as of December 31, 2023, included herein, is derived from the audited consolidated financial statements as of that date, however, it does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed within the SEC on March 14, 2024.

Principles of Consolidation

The accompanying condensed 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 condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Significant Accounting Policies

There were no material changes to the significant accounting policies disclosed in “Note 2 – Summary of Significant Accounting Policies” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 14, 2024.

Use of Estimates

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

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 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.

Prior Period 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.

Recently Adopted Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 was effective for the Company as of January 1, 2024. The Company determined that the adoption of this standard did not have a material impact on the consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The FASB issued this update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The ASU is effective for the Company for annual periods beginning 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 November 2023, the 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 the Company 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. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.

In December 2023, the FASB issued 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 the Company for annual periods beginning after December 15, 2024 on a prospective basis. Retrospective application is also 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)
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-URI https://asc.fasb.org//1943274/2147480016/944-40-65-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-URI https://asc.fasb.org//1943274/2147480016/944-40-65-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Paragraph 6
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Measurements

Fair Value Measurements

(5)

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 condensed consolidated financial statements on a recurring basis. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are as follows:

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

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

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

The following tables present the fair value hierarchy used to measure the Company’s financial assets and liabilities as of March 31, 2024 and December 31, 2023, respectively (in thousands):


	March 31, 2024
	Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	16,219	$	—	$	—
Short-term investments:
U.S. treasury securities		—		58,211		—
Corporate bonds		9,450		—		—
Total Assets	$	25,669	$	58,211	$	—
Liabilities
Derivative warrant liability – Public Warrants	$	2,401	$	—	$	—
Derivative warrant liability – Private Warrants		—		—		3,109
Earn-out liabilities		—		—		3,776
Total Liabilities	$	2,401	$	—	$	6,885


	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

As of March 31, 2024 and December 31, 2023, the Company has recorded the following financial instruments subject to fair value measurements: 1) Derivative warrant liabilities—Public Warrants and Private Warrants, 2) Available-for-sale securities and 3) Earn-out 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 March 31, 2024 and December 31, 2023, respectively, represent the original principal amounts borrowed, accretion of final payments 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 are measured at fair value using a Black Scholes model. The Company estimates the volatility of its ordinary share warrants based on the implied volatility from the Company’s publicly traded warrants and from historical volatility of select peer company ordinary shares that matches the expected remaining life of the warrants. The fair value of the Earn-out liabilities is estimated using a Monte Carlo simulation model.

The Company estimated the fair value of a Forward Warrant Agreement that was in place throughout most of 2023 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 the Forward Warrant Agreement expired in October 2023 without taking effect. See Note 6 for further discussion regarding the Forward Warrant Agreement.

There were no changes in fair value measurement techniques during the three months ended March 31, 2024. The Company reduced the estimated probability of occurrence for the Forward Warrant Agreement from 50% to 0% during the nine months ended September 30, 2023 to account for expiration of the Forward Warrant Agreement in October 2023. There were no changes in fair value measurement techniques during the year ended December 31, 2023, other than the change in the estimated probability of occurrence for the Forward Warrant Agreement described above. There were no transfers in or out of Level 3 of the fair value hierarchy during the three months ended March 31, 2024 or 2023, respectively. Current estimates of fair value may differ from the amounts presented.

A summary of the changes in the fair value of the Company’s Level 3 financial instruments during the three months ended March 31, 2024, and 2023 respectively, is as follows (in thousands):


	Derivative		Forward
	Warrant Liability -		Warrant		Earn-out
	Private Warrants		Agreement		Liabilities
Balance – December 31, 2023	$	1,604	$	—	$	2,155
Change in fair value during the period		1,505		—		1,621
Balance – March 31, 2024	$	3,109	$	—	$	3,776

Balance – December 31, 2022	$	1,068	$	(2,229)	$	1,206
Change in fair value during the period		623		1,100		281
Balance – March 31, 2023	$	1,691	$	(1,129)	$	1,487

- 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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (20,773)	$ (23,354)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,787	2,089
Stock-based compensation	2,991	1,703
Change in fair value of earn-out liabilities	1,621	281
Change in fair value of derivative warrant liabilities	2,583	873
Change in fair value of forward contract	0	1,100
Impairment of deferred offering costs	0	742
Accretion of available-for-sale securities	(855)	(506)
Amortization of debt issuance costs, commitment fees and accretion of debt end-of-term liabilities	298	391
Non-cash lease expense	391	379
Changes in operating assets and liabilities:
Accounts receivable	323	915
Prepaid expenses, other current assets and other assets	435	693
Deferred revenue	(214)	(402)
Accounts payable	334	(484)
Accrued expenses and operating lease liabilities	(2,060)	32
Net cash used in operating activities	(13,139)	(15,548)
Cash flows from investing activities:
Purchases of property and equipment	(5,493)	(4,804)
Purchases of available-for-sale securities	(27,287)	(38,528)
Maturities of available-for-sale securities	39,000	28,346
Net cash provided by (used in) investing activities	6,220	(14,986)
Cash flows from financing activities:
Payments of principal of notes payable	(3,045)	(1,798)
Proceeds from sale of common stock from sales through Common Stock Purchase Agreement	12,838	0
Proceeds from sale of common stock from sales through At-The-Market (ATM) Offering	11,031	0
Payments of offering costs	(174)	(107)
Proceeds from issuance of common stock upon exercise of stock options and warrants	60	751
Net cash provided by (used in) financing activities	20,710	(1,154)
Effects of exchange rate changes on cash and cash equivalents	(85)	(83)
Net (decrease) increase in cash and cash equivalents	13,706	(31,771)
Cash and cash equivalents - beginning of period	21,392	57,888
Cash and cash equivalents - end of period	35,098	26,117
Supplemental disclosures of other cash flow information:
Cash paid for interest	811	1,072
Non-cash investing and financing activities:
Capitalization of deferred costs to equity upon share issuance	52	13
Purchases of deferred offering costs in accounts payable	273	0
Purchases of property and equipment recorded in accounts payable	1,115	210
Purchases of property and equipment recorded in accrued expenses	0	120
Unrealized Gain (Loss) on short term investments	$ (18)	$ 238

Investments (Tables)

3 Months Ended

Mar. 31, 2024

Investments

Schedule of amortized cost, gross unrealized holding gains and losses included in other comprehensive (loss) income and the fair value of the fixed income securities

The amortized cost, gross unrealized holding gains and losses included in other comprehensive (loss) income and the fair value of the fixed income securities at March 31, 2024 and December 31, 2023 are presented in the tables below (in thousands):


	March 31, 2024
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Available-for-sale investments:
U.S. treasury securities	$	58,219	$	1	$	(9)	$	58,211
Corporate bonds		9,449		1		—		9,450
Available-for-sale investments – short-term	$	67,668	$	2	$	(9)	$	67,661


	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

- 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
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-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
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
-Paragraph 2
-Subparagraph (a)
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

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 as of March 31, 2024 and December 31, 2023, respectively (in thousands):


	March 31, 2024
	Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	16,219	$	—	$	—
Short-term investments:
U.S. treasury securities		—		58,211		—
Corporate bonds		9,450		—		—
Total Assets	$	25,669	$	58,211	$	—
Liabilities
Derivative warrant liability – Public Warrants	$	2,401	$	—	$	—
Derivative warrant liability – Private Warrants		—		—		3,109
Earn-out liabilities		—		—		3,776
Total Liabilities	$	2,401	$	—	$	6,885


	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

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 three months ended March 31, 2024, and 2023 respectively, is as follows (in thousands):


	Derivative		Forward
	Warrant Liability -		Warrant		Earn-out
	Private Warrants		Agreement		Liabilities
Balance – December 31, 2023	$	1,604	$	—	$	2,155
Change in fair value during the period		1,505		—		1,621
Balance – March 31, 2024	$	3,109	$	—	$	3,776

Balance – December 31, 2022	$	1,068	$	(2,229)	$	1,206
Change in fair value during the period		623		1,100		281
Balance – March 31, 2023	$	1,691	$	(1,129)	$	1,487

Summary of Significant Accounting Policies (Details)	Mar. 02, 2022 $ / shares	Mar. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Common stock, par value per share (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock conversion ratio	1

Investments - Additional Information (Detail) $ in Millions	Mar. 31, 2024 USD ($) security
Investments
Number of positions \| security	6
Unrealized loss position with a market value \| $	$ 43.9

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (20,773)	$ (23,354)
Other comprehensive (loss) income:
Foreign currency translation adjustments	(88)	(83)
Unrealized (losses) gains on available-for-sale debt securities	(18)	238
Total other comprehensive (loss) income before income taxes	(106)	155
Income taxes	0	0
Total other comprehensive (loss) income after income taxes	(106)	155
Total comprehensive loss	$ (20,879)	$ (23,199)

- Definition

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

+ References

+ Details

- Definition

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

+ References + Details

- Definition

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

+ References

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+ Details

- Definition

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

+ References

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+ Details

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2024

Stockholders' Equity

Summary of Conversions of Stock


		Common Stock
Common Stock Warrants		16,763,305
Stock-Based Awards—RSUs Outstanding		10,152,106
Stock-Based Awards—Options Outstanding		7,308,084
Total		34,223,495

Share-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Compensation

Share-Based Compensation

(11) Share-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 (“ISOs”), nonqualified stock options (“NSOs”), restricted stock, restricted stock units (“RSUs”) or other awards to the Company’s employees, officers, directors, advisors, and outside consultants. After the Business Combination became effective on 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 2), the shareholders approved the Rigetti Computing, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) which provides for the grant of ISOs, NSOs, stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates. As of March 31, 2024, there were 27,793,002 shares of common stock reserved for issuance under the 2022 Plan, of which 13,225,115 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 total number of shares of common stock of all classes outstanding on a fully diluted basis 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” increased by 9,119,816 shares.

Stock Option Activity

The following is a summary of stock option activity during the three months ended March 31, 2024:


		Weighted		Weighted-
		Average		Average	Aggregate
		Exercise		Contractual	Intrinsic
	Options Outstanding	Price Per Share		Life (in years)	Value
Outstanding, December 31, 2023	7,049,290	$	0.82	8.23	$	2,017
Granted	500,000		2.03
Exercised	(219,191)		0.27		$	285
Forfeited and expired	(22,015)		0.27
Outstanding and expected to vest, March 31, 2024	7,308,084	$	0.92	8.21	$	5,047
Exercisable, March 31, 2024	3,036,084	$	0.50	6.76	$	3,181

The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2024 and 2023 was $1.74 and $0.55 per share, respectively. The intrinsic value of an option is the amount by which the market price of the underlying common stock exceeds the option’s exercise price. The intrinsic value of stock options exercised during the three months ended March 31, 2024 and 2023 was $0.3 million and $1.2 million, respectively. The Company received proceeds from stock option exercises of $0.1 million and $0.8 million during the three months ended March 31, 2024 and 2023, respectively.

Stock-based compensation expense related to stock options granted to employees was $0.4 million for each of the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the unrecognized compensation expense related to unvested stock options was $4.0 million, which is expected to be recognized over a weighted-average period of 2.69 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, 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 three months ended March 31, 2024, were as follows:


	Time-based
	Stock Option
		Grants
Valuation Assumptions	March 18, 2024
Strike price	$	2.03
Annual volatility (%)		113.00%
Risk- free rate (%)		4.35%
Expected term (years)		6.02

RSUs

The following is a summary of RSU activity during the three months ended March 31, 2024:


		Weighted Average
		Grant Date Fair
	Shares	Value
Non-vested at December 31, 2023	11,517,422	$	2.20
Granted	640,730		2.03
Forfeited	(683,416)		2.28
Vested	(1,322,630)		2.57
Non-vested at March 31, 2024	10,152,106	$	2.19

The aggregate fair value of outstanding RSUs based on the closing share price of the Company’s common stock at March 31, 2024, was $15.5 million. The total fair value of RSUs that vested during the three months ended March 31, 2024 and 2023, based on the closing price of the Company’s common stock on the vesting date, was $2.1 million and $0.7 million, respectively.

Fair Value of RSUs Awards

During the three months ended March 31, 2024, the Company issued 640,730 time-based RSUs. The time-based RSUs vest over periods ranging from 1-4 years and require continuous employment.

During the three months ended March 31, 2023, the Company issued 919,545 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 or 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 RSUs granted in the three months ended March 31, 2024 and 2023 was $2.03 and $0.57 per RSU, respectively.

Stock-based compensation expense related to RSUs granted to employees was $2.6 million and $1.3 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the unrecognized compensation expense related to unvested RSUs was $17.2 million which is expected to be recognized over a weighted-average period of 1.65 years.

Summarized Stock-Based Compensation Expenses

The table below summarizes total stock-based compensation expenses for the three months ended March 31, 2024 and 2023, respectively (in thousands):


	Three Months Ended March 31,
	2024		2023
Research and development	$	1,927	$	1,527
Selling, general and administrative expenses		1,064		176
Total stock-based compensation expenses	$	2,991	$	1,703

Revenue Recognition - Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Detail) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Revenue Recognition
Trade receivables	$ 2,964	$ 2,650		$ 6,143
Unbilled receivables	1,742	2,379		92
Deferred revenue	$ (129)	$ (343)	$ (559)	$ (961)

Revenue Recognition - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 3,052	$ 2,201
Revenue recognized over time
Disaggregation of Revenue [Line Items]
Revenue	3,052	2,201
Collaborative research, other professional services and related materials
Disaggregation of Revenue [Line Items]
Revenue	2,837	1,811
Access to quantum computing systems
Disaggregation of Revenue [Line Items]
Revenue	$ 215	$ 390

- 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)
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Forward Warrant Agreement - Additional Information (Detail) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended	12 Months Ended
	Oct. 31, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) shares	Dec. 31, 2022 shares	Dec. 31, 2023	Sep. 30, 2023	Mar. 01, 2022 $ / shares
Class of Warrant or Right [Line Items]
Exercise price of warrants \| $ / shares						$ 11.50
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 \| Maximum \| Estimated Probability of Occurrence
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input				0.50
Forward Warrant Agreement \| Minimum \| Estimated Probability of Occurrence
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input				0
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

Investments

3 Months Ended

Mar. 31, 2024

Investments

Investments

(4)

Investments

All investments in fixed income securities are classified as available-for-sale in the condensed 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 (loss) income and the fair value of the fixed income securities at March 31, 2024 and December 31, 2023 are presented in the tables below (in thousands):


	March 31, 2024
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Available-for-sale investments:
U.S. treasury securities	$	58,219	$	1	$	(9)	$	58,211
Corporate bonds		9,449		1		—		9,450
Available-for-sale investments – short-term	$	67,668	$	2	$	(9)	$	67,661


	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

The Company invests in highly rated investment grade debt securities. All of the Company’s available-for-sale securities have final maturities of one year or less. The Company reviews the individual securities that have unrealized losses on a regular basis. The Company evaluates whether it has the intention to sell any of these investments and whether it is more likely than not that it will be required to sell any of them before recovery of the amortized cost basis. Neither of these criteria were met as of March 31, 2024 or December 31, 2023, 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 March 31, 2024 or December 31, 2023, respectively. As of March 31, 2024, there were six securities that were in an unrealized loss position with a market value of $43.9 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 three months ended March 31, 2024 and 2023, respectively.

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

Changes in Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2024

Changes in Stockholders' Equity

Changes in Stockholders' Equity

(3)

Changes in Stockholders’ Equity

Three Months Ended March 31, 2024 and 2023 (in thousands):


						Accumulated
				Additional		Other				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Income		Deficit		Equity
Balance, December 31, 2023	147,066	$	14	$	463,089	$	244	$	(353,759)	$	109,588
Issuance of common stock upon exercise of stock options	219		—		60		—		—		60
Issuance of common stock upon release of restricted stock units	1,323		—		—		—		—		—
Proceeds from sale of common stock through Purchase Agreement - B.Riley	10,057		1		12,837		—		—		12,838
Proceeds from sale of common stock through At-The-Market (ATM) Offering	6,646		1		11,030		—		—		11,031
Capitalization of deferred costs to equity upon share issuance	—		—		(52)		—		—		(52)
Stock-based compensation	—		—	—	2,991		—		—		2,991
Foreign currency translation loss	—		—		—		(88)		—		(88)
Change in unrealized loss on available-for-sale securities	—		—		—		(18)		—		(18)
Net loss	—		—		—		—		(20,773)		(20,773)
Balance, March 31, 2024	165,311	$	16	$	489,955	$	138	$	(374,532)	$	115,577


						Accumulated
				Additional		Other				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Loss		Deficit		Equity
Balance, December 31, 2022	125,257	$	12	$	429,025	$	(161)	$	(278,652)	$	150,224
Issuance of common stock upon exercise of stock options	2,860		—		750		—		—		750
Issuance of common stock upon exercise of common stock warrants	127		—		1		—		—		1
Issuance of common stock upon release of restricted stock units	927		—		—		—		—		—
Capitalization of deferred costs to equity upon share issuance	—		—		(13)		—		—		(13)
Stock-based compensation	—		—		1,703		—		—		1,703
Foreign currency translation loss	—		—		—		(83)		—		(83)
Change in unrealized loss on available-for-sale securities	—		—		—		238		—		238
Net loss	—		—		—		—		(23,354)		(23,354)
Balance, March 31, 2023	129,171	$	12	$	431,466	$	(6)	$	(302,006)	$	129,466

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
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+ Details

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2024	May 06, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Registrant Name	RIGETTI COMPUTING, INC.
Entity Central Index Key	0001838359
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40140
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-0950636
Entity Address, Address Line One	775 Heinz Avenue
Entity Address, City or Town	Berkeley
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94710
City Area Code	510
Local Phone Number	210-5550
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		171,919,296
Common Stock
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
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	RGTIW
Security Exchange Name	NASDAQ

Warrants - Summary of Vesting Status of the Customer Warrant (Detail) - shares	Mar. 31, 2024	Dec. 31, 2023
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

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Earn-out Liabilities - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Mar. 02, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Earn-out Liabilities
Earn-out Liability At Fair Value		$ 3,800		$ 2,200
Change in fair value of earn-out liabilities		$ (1,621)	$ (281)
Supernova Acquisition \| Sponsor Agreement
Earn-out Liabilities
Shares Subject To Vesting Maximum Period	5 years
Supernova Acquisition \| Sponsor Agreement \| Tranche One
Earn-out Liabilities
Shares subject to vesting	2,479,000
Shares Subject To Vesting Maximum Period	5 years
Volume Weighted Average Price Per Share	$ 12.50
Number Of Trading Days For Determining The Share Price	20 days
Number Of Consecutive Trading Days For Determining The Share Price	30 days
Supernova Acquisition \| Sponsor Agreement \| Tranche Two
Earn-out Liabilities
Shares subject to vesting	580,273
Shares Subject To Vesting Maximum Period	5 years
Volume Weighted Average Price Per Share	$ 15.00
Number Of Trading Days For Determining The Share Price	20 days
Number Of Consecutive Trading Days For Determining The Share Price	30 days

Stockholders' Equity - At-the-Market Offering Agreement (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 15, 2024
Stockholder's Equity
Proceeds from sale of common stock	$ 11,300,000
Proceeds from sale of common stock from sales through Common Stock Purchase Agreement	$ 12,838,000	$ 0
At The Market Offering Agreement
Stockholder's Equity
Maximum Value of Shares Authorized Under the Agreement			$ 100,000,000
Sales agent commission payable, represented as a percentage of gross sales proceeds			2.50%
Proceeds from sale of common stock (in shares)	6,645,982
Proceeds from sale of common stock	$ 11,031,000
Per Share Weighted Average Price of Shares Issued	$ 1.6
Proceeds from sale of common stock from sales through Common Stock Purchase Agreement	$ 11,000,000.0
Sales agent commissions	300,000
Offering expense	100,000
Remaining value of shares under the program	$ 88,700,000

Warrants- Schedule Of Fair Value Of The Private Placement Warrant Measured Using Black Scholes Approach (Detail) - Private Warrants	Mar. 31, 2024 $ / shares Y	Dec. 31, 2023 $ / shares Y
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	1.53	0.98
Strike Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	11.50	11.50
Volatility (annual) (%)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	1.5970	1.4450
Risk-free rate (%)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.0437	0.0400
Estimated time to expiration (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input \| Y	2.92	3.17
Dividend yield (%)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0	0

Restructuring and severance - Additional Information (Detail) $ in Thousands	1 Months Ended	3 Months Ended
	Feb. 28, 2023 USD ($) employee	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Restructuring and severance
Number Of Employees \| employee	50
Percentage Of Reduction In Employees	28.00%
Restructuring	$ 1,000	$ 0	$ 991
Accrual for contractual severance benefits				$ 200

Financing Arrangements - Scheduled principal payments on total outstanding debt (Detail) - Rigetti Computing, Inc $ in Thousands	Mar. 31, 2024 USD ($)
2024	$ 9,885
2025	9,047
2026	398
Loan payable, long term	$ 19,330

- Definition

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

+ References + Details

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Net Loss Per Share

Schedule of earnings per share basic and diluted

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


	Three Months Ended March 31,
	2024		2023
Numerator:
Net loss	$	(20,773)	$	(23,354)
Denominator:
Weighted-average shares outstanding - basic and diluted		151,855		124,778
Net loss per share - basic and diluted	$	(0.14)	$	(0.19)

Schedule of antidilutive securities excluded from computation of earnings


	Three Months Ended March 31,
	2024	2023
Common Stock Warrants (1)	14,450,417	14,450,445
Stock Options	7,308,084	6,120,084
Restricted Stock Units	10,152,106	11,682,373
	31,910,607	32,252,902

(1)	The number of outstanding warrants does not include unvested Customer Warrants for 1,340,310 shares as of March 31, 2024 and 2023, respectively.

Earn-out Liabilities - Summary of Significant Inputs of Earnout Liability Based on Monte Carlo Simulation Models (Detail)	Mar. 31, 2024 $ / shares D Y	Dec. 31, 2023 $ / shares D Y
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| $ / shares	1.53	0.98
Simulated trading days
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| D	735	798
Annual volatility (%)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions	1.5970	1.4450
Risk-free rate (%)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions	0.0437	0.0400
Estimated time to expiration (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| Y	2.92	3.17

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 35,098	$ 21,392
Available-for-sale investments	67,661	78,537
Accounts receivable	4,706	5,029
Prepaid expenses and other current assets	2,579	2,709
Total current assets	110,044	107,667
Property and equipment, net	44,610	44,483
Operating lease right-of-use assets	7,243	7,634
Other assets	218	129
Total assets	162,115	159,913
Current liabilities:
Accounts payable	3,822	5,772
Accrued expenses and other current liabilities	5,892	8,563
Deferred revenue	129	343
Current portion of debt	12,814	12,164
Current portion of operating lease liabilities	2,219	2,210
Total current liabilities	24,876	29,052
Debt, less current portion	6,496	9,894
Operating lease liabilities, less current portion	5,880	6,297
Derivative warrant liabilities	5,510	2,927
Earn-out liabilities	3,776	2,155
Total liabilities	46,538	50,325
Commitments and contingencies (Note 17)
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, 165,310,938 shares issued and outstanding at March 31, 2024 and 147,066,336 shares issued and outstanding at December 31, 2023	16	14
Additional paid-in capital	489,955	463,089
Accumulated other comprehensive income	138	244
Accumulated deficit	(374,532)	(353,759)
Total stockholders' equity	115,577	109,588
Total liabilities and stockholders' equity	$ 162,115	$ 159,913