UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
RIGETTI COMPUTING, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40140 | 83-0950636 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
775 Heinz Avenue
Berkeley, California 94710
(Address of principal executive offices)
Rick Danis, General Counsel and Corporate Secretary
(510) 210-5550
(Name and telephone number, including area code, of the person to contact in connection with
this report)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which this information in this form applies:
| x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023. |
| ¨ | Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended ____. |
Section 1 — Conflict Minerals Disclosure
This Form SD of Rigetti Computing, Inc. (the “Company,” “our” or “we”) is filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”), and in accordance with the Instructions to Form SD except, however, that we are relying on the Updated Statement on the Effect of the Court of Appeals Decision on the Conflict Minerals Rule issued by the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) on April 7, 2017 (the “April 2017 Guidance”). As permitted under the April 2017 Guidance, this Form SD does not address Item 1.01(c) of Form SD.
Rule 13p-1 was adopted by the SEC under Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act to implement reporting and disclosure requirements related to “conflict minerals,” defined by the SEC as columbite-tantalite (coltan), cassiterite, gold, wolframite, and their derivatives, which are currently limited to tantalum, tin, and tungsten (collectively, “3TG”). Pursuant to Rule 13p-1, publicly traded companies must submit a report to the SEC after examining whether 3TG originating in the Democratic Republic of Congo or adjoining countries (Angola, Burundi, The Central African Republic, The Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda and Zambia) (together, the “Covered Countries”) are present in the products the company manufactures or contracts to manufacture and if any of such 3TG is necessary to the functionality or production of such products.
Item 1.01 Conflict Minerals Disclosure and Report
Overview
We build quantum computers and the superconducting quantum processors that power them. We are headquartered in Berkeley, California, with operations in the United States, the United Kingdom, Australia and Canada.
We own and operate Fab-1, a unique wafer fabrication facility dedicated to prototyping and producing our quantum processors and we manufacture our multi-chip quantum processor technology there. We leverage our chips through a full-stack product development approach, from quantum chip design and manufacturing through cloud delivery or direct sales of our systems to our customers. Since 2017, we offer our full-stack quantum computing platform as a cloud service to a wide range of end-users, directly through our Rigetti QCS platform and through cloud service providers. In 2023, we began selling our Novera QPU quantum computers to end users, of which we have sold three to date. The Novera QPU is a 9-qubit quantum processing unit (“QPU”) based on our fourth generation Ankaa™-class architecture featuring tunable couplers and a square lattice for denser connectivity and fast 2-qubit operations. The Novera QPU is manufactured in our Fab-1 manufacturing facility.
Our quantum computing systems require dilution refrigerators for the purpose of cooling the systems and related signal transmission and shielding hardware to near absolute zero temperatures. We purchase commercially available dilution refrigerators, and we contract to manufacture a variety of components and assemblies for installation into the dilution refrigerators (the “Applicable Products”), which include components that contain 3TG. Therefore, we are subject to the reporting obligations of Rule 13p-1.
We rely on third-party suppliers for a variety of custom plated metal parts installed inside dilution refrigerators. We further rely on those suppliers to source any necessary materials for such parts, including 3TG, and we do not purchase raw or unrefined 3TG or make any direct purchases in the Covered Countries. Accordingly, we are several levels removed from the mining, smelting or refining of 3TG. As such, we rely on our third-party suppliers to provide us information regarding the source of 3TG that is necessary to the functionality or production of our Applicable Products.
We believe in the responsible sourcing of minerals and conducting our business worldwide with respect for human rights and in compliance with applicable laws. We have adopted a policy to support our expectation that our business partners take steps to determine if their products contain 3TG and to implement supply chain due diligence processes to identify sources of these minerals. We have communicated with our suppliers regarding Rule 13p-1 compliance. Most of our suppliers of the Applicable Products have expressed a commitment to the responsible sourcing of minerals, such as 3TG, including through the implementation of supply chain responsibility programs.
Reasonable Country of Origin Inquiry
In accordance with Rule 13p-1, we undertook a reasonable country of origin inquiry (“RCOI”) for the reporting period from January 1, 2023 to December 31, 2023 to determine whether the 3TG necessary to the functionality or production of our Applicable Products was sourced from Covered Countries.
We directly contacted each supplier of such Applicable Products to obtain its declaration relating to its sourcing of 3TG and determine whether 3TG were contained in the Applicable Products we contracted to have manufactured by such supplier. We conducted a supply-chain survey with our suppliers of Applicable Products containing 3TG, using the Conflict Minerals Reporting Template (“CMRT”) from the Responsible Minerals Initiative. We reviewed each suppliers’ completed CMRT for consistency, completeness, and accuracy, and, with respect to some matters, requested and received further evidence, both oral and written, to validate or clarify responses.
We believe our RCOI process was reasonably designed and performed in good faith. However, there are inherent limitations in the information provided by third parties, including, but not limited to, potential inaccuracies, incompleteness or falsified information despite our efforts to review the information.
Results of our RCOI
Based on our RCOI process described above, we are unable to reasonably and reliably ascertain the source and chain of custody of all 3TG necessary to the functionality or production of our Applicable Products. In general, most of our suppliers reported that either 3TG was not present in their products or the 3TG present was not sourced from Covered Countries. Certain responding suppliers did not receive complete responses to supply chain surveys from their suppliers and, accordingly, we cannot reasonably determine the source of such 3TG minerals and whether such minerals were actually incorporated into our Applicable Products.
Pursuant to the April 2017 Guidance, we have provided only the disclosure required under the provisions of paragraphs (a) and (b) of Item 1.01 of Form SD.
Additional Information
A copy of the information contained in this Form SD is also publicly available on our investor relations website at https://investors.rigetti.com/financial-information/sec-filings, but the contents of that site are not incorporated by reference into, and are not otherwise a part of, this Form SD.
Item 1.02 Exhibit
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
| RIGETTI COMPUTING, INC. | ||
| By: | /s/ Rick Danis | |
| Rick Danis General Counsel and Corporate Secretary |
||
Date: May 23, 2024