0001558370-24-015139 | 10-Q | XBRL Viewer

Earn-out Liabilities

9 Months Ended

Sep. 30, 2024

(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 September 30, 2024 and December 31, 2023 was $1.6 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 and nine months ended September 30, 2024 was a gain of $0.8 million and $0.5 million, respectively. The change in the fair value of the Earn-out liabilities included in the condensed consolidated statements of operations during the three and nine months ended September 30, 2023 was a loss of $1.7 million and $2.4 million, respectively.

Significant inputs into the Monte Carlo simulation models as of September 30, 2024 and December 31, 2023 are as follows:


Valuation Assumptions	September 30, 2024		December 31, 2023
Stock price	$	0.78	$	0.98
Simulated trading days		609		798
Annual volatility (%)		172.70%		144.50%
Risk-free rate (%)		3.59%		4.00%
Estimated time to expiration (in years)		2.42		3.17

Contingencies

9 Months Ended

Sep. 30, 2024

Contingencies

Contingencies

(18)

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.

Earn-out Liabilities - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Mar. 02, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Earn-out Liabilities
Earn-out Liability At Fair Value		$ 1,600		$ 1,600		$ 2,200
Change in fair value of earn-out liabilities		$ 820	$ (1,731)	$ 514	$ (2,362)
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

Share-Based Compensation - Assumptions used in valuation of stock options granted (Detail) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2022
Granted (in shares)	1,605,070
Market Based Vesting Award
Granted (in shares)		500,000
Minimum \| Stock Options
Expected term (years)	5 years 6 months
Maximum \| Stock Options
Expected term (years)	6 years 7 days

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (48,027)	$ (62,535)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,155	6,381
Stock-based compensation	9,705	8,727
Change in fair value of earn-out liabilities	(514)	2,362
Change in fair value of derivative warrant liabilities	(717)	4,320
Change in fair value of forward contract	0	2,229
Impairment of deferred offering costs	0	836
Accretion of available-for-sale securities	(2,752)	(2,310)
Amortization of debt issuance costs, commitment fees and accretion of debt end-of-term liabilities	741	1,100
Non-cash lease expense	1,533	1,288
Changes in operating assets and liabilities:
Accounts receivable	(1,355)	3,239
Prepaid expenses, other current assets and other assets	(1,955)	(1,027)
Deferred revenue	543	(489)
Accounts payable	(808)	(212)
Accrued expenses and operating lease liabilities	(3,632)	(2,067)
Net cash used in operating activities	(42,083)	(38,158)
Cash flows from investing activities:
Purchases of property and equipment	(9,816)	(7,511)
Purchases of available-for-sale securities	(98,451)	(79,047)
Maturities of available-for-sale securities	107,499	98,082
Net cash (used in) provided by investing activities	(768)	11,524
Cash flows from financing activities:
Payments of principal of notes payable	(9,491)	(5,405)
Proceeds from sale of common stock from sales through Common Stock Purchase Agreement	12,838	15,051
Proceeds from sale of common stock from sales through At-The-Market (ATM) Offering	38,831	0
Payments of offering costs	(476)	(107)
Proceeds from issuance of common stock upon exercise of stock options and warrants	83	1,002
Net cash provided by financing activities	41,785	10,541
Effects of exchange rate changes on cash and cash equivalents	(40)	(38)
Net decrease in cash and cash equivalents	(1,106)	(16,131)
Cash and cash equivalents - beginning of period	21,392	57,888
Cash and cash equivalents - end of period	20,286	41,757
Supplemental disclosures of other cash flow information:
Cash paid for interest	2,057	3,299
Non-cash investing and financing activities:
Capitalization of deferred costs to equity upon share issuance	190	13
Purchases of property and equipment recorded in accounts payable	252	394
Purchases of property and equipment recorded in accrued expenses	76	605
Non-cash addition to operating lease right-of-use assets and lease liability	2,268	0
Unrealized gain on short term investments	$ 54	$ 273

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Taxes

Income Taxes

(15)

Income Taxes

The Company did not record income tax expense for the three and nine months ended September 30, 2024 and 2023 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 tax.

+ References

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+ Details

Earn-out Liabilities - Summary of Significant Inputs of Earnout Liability Based on Monte Carlo Simulation Models (Detail)	Sep. 30, 2024 $ / shares D Y	Dec. 31, 2023 $ / shares D Y
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| $ / shares	0.78	0.98
Simulated trading days
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| D	609	798
Annual volatility (%)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions	1.7270	1.4450
Risk-free rate (%)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions	0.0359	0.0400
Estimated time to expiration (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| Y	2.42	3.17

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2024

Stockholders' Equity

Summary of Conversions of Stock


		Common Stock
Common Stock warrants		16,763,305
Stock-Based Awards—RSUs Outstanding		14,241,050
Stock-Based Awards—Options Outstanding		8,325,875
Total		39,330,230

Concentrations, Significant Customers and Geographic Areas - Summary of Customers Revenue and Receivables (Detail)	3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 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%	30.00%		19.00%	32.00%
Revenue \| Customer concentration risk \| Customer B
Concentration Risk [Line Items]
Concentration risk percentage (%)	14.00%			11.00%
Revenue \| Customer concentration risk \| Customer C
Concentration Risk [Line Items]
Concentration risk percentage (%)		19.00%			21.00%
Revenue \| Customer concentration risk \| Customer D
Concentration Risk [Line Items]
Concentration risk percentage (%)	32.00%			23.00%
Revenue \| Customer concentration risk \| Customer E
Concentration Risk [Line Items]
Concentration risk percentage (%)				20.00%	13.00%
Revenue \| Customer concentration risk \| Customer F
Concentration Risk [Line Items]
Concentration risk percentage (%)	15.00%	13.00%
Revenue \| Customer concentration risk \| Customer G
Concentration Risk [Line Items]
Concentration risk percentage (%)	14.00%	10.00%
Revenue \| Customer concentration risk \| Government entities
Concentration Risk [Line Items]
Concentration risk percentage (%)	95.84%	77.25%		92.53%	77.65%
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 (%)				39.00%		39.00%
Accounts receivable \| Customer concentration risk \| Customer B
Concentration Risk [Line Items]
Concentration risk percentage (%)				16.00%
Accounts receivable \| Customer concentration risk \| Customer C
Concentration Risk [Line Items]
Concentration risk percentage (%)						12.00%
Accounts receivable \| Customer concentration risk \| Customer D
Concentration Risk [Line Items]
Concentration risk percentage (%)				27.00%

Revenue Recognition - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 2,378	$ 3,105	$ 8,516	$ 8,632
Revenue recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenue		412	523	748
Revenue recognized over time
Disaggregation of Revenue [Line Items]
Revenue	2,378	2,693	7,993	7,884
Collaborative research, other professional services and related materials
Disaggregation of Revenue [Line Items]
Revenue	2,306	2,266	8,224	6,560
Access to quantum computing systems
Disaggregation of Revenue [Line Items]
Revenue	$ 72	$ 839	$ 292	$ 2,072

- 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.

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+ Details

Revenue Recognition

9 Months Ended

Sep. 30, 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 and nine months ended September 30, 2024 and 2023, respectively (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Collaborative research, professional services and materials, and sales of quantum computers	$	2,306	$	2,266	$	8,224	$	6,560
Access to quantum computing systems		72		839		292		2,072
	$	2,378	$	3,105	$	8,516	$	8,632


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue recognized at a point in time	$	—	$	412	$	523	$	748
Revenue recognized over time		2,378		2,693		7,993		7,884
	$	2,378	$	3,105	$	8,516	$	8,632

Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of September 30, 2024 and December 31, 2023 were as follows (in thousands):


	September 30, 2024		December 31, 2023		December 31, 2022
Trade receivables	$	5,851	$	2,650	$	6,143
Unbilled receivables	$	533	$	2,379	$	92
Deferred revenue	$	(886)	$	(343)	$	(961)

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


	Nine Months Ended September 30,
	2024		2023
Balance at beginning of period	$	(343)	$	(961)
Deferral of revenue		(771)		(1,829)
Recognition of deferred revenue		228		2,318
Total deferred revenue at end of period	$	(886)	$	(472)

Amounts recognized as revenue from beginning contract liabilities during the three and nine months ended September 30, 2024 was an immaterial amount and $0.2 million, respectively. Amounts recognized as revenue from beginning contract liabilities during the three and nine months ended September 30, 2023 totaled $0.6 million and $0.8 million, respectively. Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved.

As of September 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $3.1 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 September 30, 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

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+ Details

Changes in Stockholders' Equity - Summary of Reconciliation of Changes in Stockholders Equity (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Equity
Beginning balance	$ 122,158	$ 118,362	$ 109,588	$ 150,224
Issuance of common stock upon exercise of stock options	15	94	$ 83	996
Issuance of common stock upon exercise of stock options (in shares)			306,470
Issuance of common stock upon exercise of common stock warrants		5		6
Proceeds from sale of common stock		12,703		15,051
Capitalization of deferred costs to equity upon share issuance	(58)		$ (190)	(13)
Stock-based Compensation	3,427	3,669	9,705	8,727
Foreign currency translation loss	61	41	(44)	(38)
Change in unrealized loss on available-for-sale securities	70	32	54	273
Net loss	(14,833)	(22,215)	(48,027)	(62,535)
Ending balance	122,838	112,691	122,838	112,691
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	$ 11,998		$ 38,831
Proceeds from sale of common stock (in shares)	11,294,746		30,718,121
Common Stock
Equity
Beginning balance	$ 17	$ 13	$ 14	$ 12
Beginning balance (in shares)	179,597,000	132,401,000	147,066,000	125,257,000
Issuance of common stock upon exercise of stock options (in shares)	57,000	164,000	307,000	3,588,000
Issuance of common stock upon exercise of common stock warrants (in shares)		334,000		477,000
Issuance of common stock upon release of RSUs (in shares)	1,010,000	946,000	3,810,000	2,654,000
Proceeds from sale of common stock		$ 1		$ 2
Proceeds from sale of common stock (in shares)		6,336,000		8,205,000
Ending balance	$ 19	$ 14	$ 19	$ 14
Ending balance (in shares)	191,958,000	140,181,000	191,958,000	140,181,000
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	$ 2		$ 4
Proceeds from sale of common stock (in shares)	11,294,000		30,718,000
Additional Paid-In Capital
Equity
Beginning balance	$ 508,971	$ 437,320	$ 463,089	$ 429,025
Issuance of common stock upon exercise of stock options	15	94	83	996
Issuance of common stock upon exercise of common stock warrants		5		6
Proceeds from sale of common stock		12,702		15,049
Capitalization of deferred costs to equity upon share issuance	(58)		(190)	(13)
Stock-based Compensation	3,427	3,669	9,705	8,727
Ending balance	524,351	453,790	524,351	453,790
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	11,996		38,827
Accumulated Other Comprehensive Gain (Loss)
Equity
Beginning balance	123	1	244	(161)
Foreign currency translation loss	61	41	(44)	(38)
Change in unrealized loss on available-for-sale securities	70	32	54	273
Ending balance	254	74	254	74
Accumulated Deficit
Equity
Beginning balance	(386,953)	(318,972)	(353,759)	(278,652)
Net loss	(14,833)	(22,215)	(48,027)	(62,535)
Ending balance	$ (401,786)	$ (341,187)	$ (401,786)	$ (341,187)

Revenue Recognition - Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Revenue Recognition
Trade receivables	$ 5,851	$ 2,650		$ 6,143
Unbilled receivables	533	2,379		92
Deferred revenue	$ (886)	$ (343)	$ (472)	$ (961)

Warrants

9 Months Ended

Sep. 30, 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 September 30, 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 September 30, 2024 and December 31, 2023 was $0.9 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 and nine months ended September 30, 2024 was a gain of $0.5 million and $0.4 million, respectively. The change in the fair value of the Public Warrants included in the condensed consolidated statement of operations during the three and nine months ended September 30, 2023 was a loss of $1.0 million and $1.4 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 September 30, 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 September 30, 2024 and December 31, 2023 was $1.3 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 and nine months ended September 30, 2024 was a gain of $0.7 million and $0.3 million, respectively. The change in the fair value of the Private Warrants included in the condensed consolidated statements of operations during the three and nine months ended September 30, 2023 was a loss of $2.4 million and $2.9 million, respectively.

Significant inputs into the Black-Scholes option-pricing models used to value the Private Warrants at September 30, 2024 and December 31, 2023 are as follows:



Valuation Assumptions	September 30, 2024		December 31, 2023
Stock Price	$	0.78	$	0.98
Strike Price	$	11.50	$	11.50
Volatility (annual) (%)		172.70%		144.50%
Risk-free rate (%)		3.59%		4.00%
Estimated time to expiration (years)		2.42		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 September 30, 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 September 30, 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:


	September 30, 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

Warrants - Summary of Vesting Status of the Customer Warrant (Detail) - shares	Sep. 30, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Number of warrants outstanding	2,680,607	2,680,607
Vested Customer Warrants
Class of Warrant or Right [Line Items]
Number of warrants outstanding	1,340,297	1,340,297
Unvested Customer Warrants
Class of Warrant or Right [Line Items]
Number of warrants outstanding	1,340,310	1,340,310

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Measurements

Schedule of fair value hierarchy used to measure financial assets and liabilities

The following tables present the fair value hierarchy used to measure the Company’s financial assets and liabilities as of September 30, 2024 and December 31, 2023, respectively (in thousands):


	September 30, 2024
	Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	16,085	$	—	$	—
Short-term investments:
U.S. treasury securities		—		72,294		—
Total Assets	$	16,085	$	72,294	$	—
Liabilities:
Derivative warrant liability – Public Warrants	$	901	$	—	$	—
Derivative warrant liability – Private Warrants		—		—		1,309
Earn-out liabilities		—		—		1,641
Total Liabilities	$	901	$	—	$	2,950


	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

Schedule of changes in the fair value of Level 3 financial instruments

A summary of the changes in the fair value of the Company’s Level 3 financial instruments during the nine months ended September 30, 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 - three months ended March 31, 2024		1,505		—		1,621
Change in fair value - three months ended June 30, 2024		(1,145)		—		(1,315)
Change in fair value - three months ended September 30, 2024		(655)		—		(820)
Balance – September 30, 2024	$	1,309	$	—	$	1,641

Balance – December 31, 2022	$	1,068	$	(2,229)	$	1,206
Change in fair value - three months ended March 31, 2023		623		1,100		281
Transfer from Private Warrants to Public Warrants		(158)		—		—
Change in fair value - three months ended June 30, 2023		(133)		44		350
Transfer from Private Warrants to Public Warrants		(29)		—		—
Change in fair value - three months ended September 30, 2023		2,440		1,085		1,731
Balance – September 30, 2023	$	3,811	$	—	$	3,568

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 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 and nine months ended September 30, 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 with 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 are 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 uncertainty in the levels of future economic activity, inflation and interest rates. These conditions have been further exacerbated by the ongoing military conflict involving Russia and Ukraine and sanctions related thereto, the state of war between Israel, Hamas and Hezbollah 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.
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, “Segment Reporting - Improvements to Reportable Segment Disclosures”. 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.

Changes in Stockholders' Equity

9 Months Ended

Sep. 30, 2024

Changes in Stockholders' Equity

Changes in Stockholders' Equity

(3)

Changes in Stockholders’ Equity

Three and Nine Months Ended September 30, 2024 (in thousands):


						Accumulated
				Additional		Other				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Income		Deficit		Equity
Balance, June 30, 2024	179,597	$	17	$	508,971	$	123	$	(386,953)	$	122,158
Issuance of common stock upon exercise of stock options	57		—		15		—		—		15
Issuance of common stock upon release of RSUs	1,010		—		—		—		—		—
Proceeds from sale of common stock through At-The-Market (ATM) Offering	11,294		2		11,996		—		—		11,998
Capitalization of deferred costs to equity upon share issuance	—		—		(58)		—		—		(58)
Stock-based compensation	—		—		3,427		—		—		3,427
Foreign currency translation loss	—		—		—		61		—		61
Change in unrealized loss on available-for-sale securities	—		—		—		70		—		70
Net loss	—		—		—		—		(14,833)		(14,833)
Balance, September 30, 2024	191,958	$	19	$	524,351	$	254	$	(401,786)	$	122,838


						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	307		—		83		—		—		83
Issuance of common stock upon release of RSUs	3,810		—		—		—		—		—
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	30,718		4		38,827		—		—		38,831
Capitalization of deferred costs to equity upon share issuance	—		—		(190)		—		—		(190)
Stock-based compensation	—		—		9,705		—		—		9,705
Foreign currency translation loss	—		—		—		(44)		—		(44)
Change in unrealized loss on available-for-sale securities	—		—		—		54		—		54
Net loss	—		—		—		—		(48,027)		(48,027)
Balance, September 30, 2024	191,958	$	19	$	524,351	$	254	$	(401,786)	$	122,838

Three and Nine Months Ended September 30, 2023 (in thousands):


						Accumulated
				Additional		Other				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Income (loss)		Deficit		Equity
Balance, June 30, 2023	132,401	$	13	$	437,320	$	1	$	(318,972)	$	118,362
Issuance of common stock upon exercise of stock options	164		—		94		—		—		94
Issuance of common stock upon exercise of common stock warrants	334		—		5		—		—		5
Issuance of common stock upon release of RSUs	946		—		—		—		—		—
Proceeds from sale of common stock through Purchase Agreement - B. Riley	6,336		1		12,702		—		—		12,703
Stock-based compensation	—		—		3,669		—		—		3,669
Foreign currency translation gain	—		—		—		41		—		41
Change in unrealized loss on available-for-sale securities	—		—		—		32		—		32
Net loss	—		—		—		—		(22,215)		(22,215)
Balance, September 30, 2023	140,181	$	14	$	453,790	$	74	$	(341,187)	$	112,691


						Accumulated
				Additional		Other				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Income (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	3,588		—		996		—		—		996
Issuance of common stock upon exercise of common stock warrants	477		—		6		—		—		6
Issuance of common stock upon release of RSUs	2,654		—		—		—		—		—
Proceeds from sale of common stock through Purchase Agreement - B. Riley	8,205		2		15,049		—		—		15,051
Capitalization of deferred costs to equity upon share issuance	—		—		(13)		—		—		(13)
Stock-based compensation	—		—		8,727		—		—		8,727
Foreign currency translation loss	—		—		—		(38)		—		(38)
Change in unrealized loss on available-for-sale securities	—		—		—		273		—		273
Net loss	—		—		—		—		(62,535)		(62,535)
Balance, September 30, 2023	140,181	$	14	$	453,790	$	74	$	(341,187)	$	112,691

Fair Value Measurements - Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Liabilities:
Earn-out Liability	$ 1,600	$ 2,200
Fair Value, Inputs, Level 1
Assets:
Assets	16,085	41,021
Liabilities:
Derivative liabilities	901	1,323
Fair Value, Inputs, Level 1 \| Money market funds
Assets:
Cash equivalents	16,085	15,681
Fair Value, Inputs, Level 1 \| Corporate bonds
Assets:
Assets		25,340
Fair Value, Inputs, Level 2
Assets:
Assets	72,294	53,197
Fair Value, Inputs, Level 2 \| U.S. treasury securities
Assets:
Assets	72,294	45,270
Fair Value, Inputs, Level 2 \| U.S. government agency bonds
Assets:
Assets		7,927
Fair Value, Inputs, Level 3
Liabilities:
Derivative liabilities	2,950	3,759
Fair Value, Inputs, Level 3 \| Earn-out liabilities
Liabilities:
Earn-out Liability	1,641	2,155
Public Warrants \| Fair Value, Inputs, Level 1 \| Derivative
Liabilities:
Derivative liabilities	901	1,323
Private Warrants \| Fair Value, Inputs, Level 3 \| Derivative
Liabilities:
Derivative liabilities	$ 1,309	$ 1,604

Share-Based Compensation - RSU Activity (Detail) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 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	7,305,872
Number of Restricted Stock Units, Vested	(771,925)
Number of Restricted Stock Units, Forfeited	(3,810,319)
Ending balance	14,241,050
Weighted-Average Fair Value Per Share, Beginning balance	$ 2.20
Weighted average fair value of grants in the period (in $ per share)	1.07
Weighted-Average Fair Value Per Share, Vested	1.82
Weighted-Average Fair Value Per Share, Forfeited	2.61
Weighted-Average Fair Value Per Share, Ending balance	1.54
Restricted Stock Units
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)	$ 1.07	$ 0.56
Fair value of outstanding RSUs	$ 11.2

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 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	1,605,070		1.51
Exercised	(306,470)		0.27			350
Forfeited and expired	(22,015)		0.27
Outstanding and expected to vest, September 30, 2024	8,325,875	$	0.97	7.97	$	1,206
Exercisable, September 30, 2024	3,703,963	$	0.63	6.69	$	1,145

Schedule of activity related to restricted stock units

The following is a summary of RSU activity during the nine months ended September 30, 2024:


		Weighted Average
		Grant Date Fair
	Shares	Value
Non-vested at December 31, 2023	11,517,422	$	2.20
Granted	7,305,872		1.07
Vested	(3,810,319)		2.61
Forfeited	(771,925)		1.82
Non-vested at September 30, 2024	14,241,050	$	1.54

Schedule of total stock-based compensation expenses

The table below summarizes total stock-based compensation expenses for the three and nine months ended September 30, 2024 and 2023, respectively (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	2,379	$	2,990	$	6,567	$	6,893
Selling, general and administrative expenses		1,048		678		3,138		1,834
Total stock-based compensation expenses	$	3,427	$	3,668	$	9,705	$	8,727

Stock Options

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


		Time-based Stock Option
Valuation Assumptions		Grants
Strike price		$0.98 - $2.03
Annual volatility (%)		113% - 130%
Risk- free rate (%)		4.24% - 4.45%
Expected term (years)		5.50 - 6.02

Investments - Summary of Fair Value of Available For Sale Securities (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 72,229	$ 78,526
Unrealized Gains	65	24
Unrealized Losses		(13)
Fair Value	72,294	78,537
U.S. treasury securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	72,229	45,252
Unrealized Gains	65	18
Fair Value	$ 72,294	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		25,341
Unrealized Gains		6
Unrealized Losses		(7)
Fair Value		$ 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
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-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

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

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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

+ Details

Changes in Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2024

Changes in Stockholders' Equity

Changes in Stockholders' Equity

(3)

Changes in Stockholders’ Equity

Three and Nine Months Ended September 30, 2024 (in thousands):


						Accumulated
				Additional		Other				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Income		Deficit		Equity
Balance, June 30, 2024	179,597	$	17	$	508,971	$	123	$	(386,953)	$	122,158
Issuance of common stock upon exercise of stock options	57		—		15		—		—		15
Issuance of common stock upon release of RSUs	1,010		—		—		—		—		—
Proceeds from sale of common stock through At-The-Market (ATM) Offering	11,294		2		11,996		—		—		11,998
Capitalization of deferred costs to equity upon share issuance	—		—		(58)		—		—		(58)
Stock-based compensation	—		—		3,427		—		—		3,427
Foreign currency translation loss	—		—		—		61		—		61
Change in unrealized loss on available-for-sale securities	—		—		—		70		—		70
Net loss	—		—		—		—		(14,833)		(14,833)
Balance, September 30, 2024	191,958	$	19	$	524,351	$	254	$	(401,786)	$	122,838


						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	307		—		83		—		—		83
Issuance of common stock upon release of RSUs	3,810		—		—		—		—		—
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	30,718		4		38,827		—		—		38,831
Capitalization of deferred costs to equity upon share issuance	—		—		(190)		—		—		(190)
Stock-based compensation	—		—		9,705		—		—		9,705
Foreign currency translation loss	—		—		—		(44)		—		(44)
Change in unrealized loss on available-for-sale securities	—		—		—		54		—		54
Net loss	—		—		—		—		(48,027)		(48,027)
Balance, September 30, 2024	191,958	$	19	$	524,351	$	254	$	(401,786)	$	122,838

Three and Nine Months Ended September 30, 2023 (in thousands):


						Accumulated
				Additional		Other				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Income (loss)		Deficit		Equity
Balance, June 30, 2023	132,401	$	13	$	437,320	$	1	$	(318,972)	$	118,362
Issuance of common stock upon exercise of stock options	164		—		94		—		—		94
Issuance of common stock upon exercise of common stock warrants	334		—		5		—		—		5
Issuance of common stock upon release of RSUs	946		—		—		—		—		—
Proceeds from sale of common stock through Purchase Agreement - B. Riley	6,336		1		12,702		—		—		12,703
Stock-based compensation	—		—		3,669		—		—		3,669
Foreign currency translation gain	—		—		—		41		—		41
Change in unrealized loss on available-for-sale securities	—		—		—		32		—		32
Net loss	—		—		—		—		(22,215)		(22,215)
Balance, September 30, 2023	140,181	$	14	$	453,790	$	74	$	(341,187)	$	112,691


						Accumulated
				Additional		Other				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Income (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	3,588		—		996		—		—		996
Issuance of common stock upon exercise of common stock warrants	477		—		6		—		—		6
Issuance of common stock upon release of RSUs	2,654		—		—		—		—		—
Proceeds from sale of common stock through Purchase Agreement - B. Riley	8,205		2		15,049		—		—		15,051
Capitalization of deferred costs to equity upon share issuance	—		—		(13)		—		—		(13)
Stock-based compensation	—		—		8,727		—		—		8,727
Foreign currency translation loss	—		—		—		(38)		—		(38)
Change in unrealized loss on available-for-sale securities	—		—		—		273		—		273
Net loss	—		—		—		—		(62,535)		(62,535)
Balance, September 30, 2023	140,181	$	14	$	453,790	$	74	$	(341,187)	$	112,691

- 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

Forward Warrant Agreement

9 Months Ended

Sep. 30, 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 September 30, 2024 or December 31, 2023.

Financing Arrangements (Tables)

9 Months Ended

Sep. 30, 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):


	September 30, 2024		December 31, 2023
Outstanding principal amount	$	12,885	$	22,376
Add: accreted liability of final payment fee		276		673
Less: unamortized debt discount, long-term		(20)		(224)
Less: current portion of long-term debt principal		(11,080)		(12,931)
Debt – net of current portion	$	2,061	$	9,894
Current portion of long-term debt – principal		11,080		12,931
Add: accreted liability of final payment fee		529		—
Less: current portion of unamortized debt discount		(362)		(767)
Debt – current portion	$	11,247	$	12,164

Scheduled principal payments on total outstanding debt

The remaining scheduled principal payments on total outstanding debt are as follows for the years ending December 31 (in thousands):


	September 30, 2024
Remainder of 2024	$	3,429
2025		9,058
2026		398
	$	12,885

Financing Arrangements - Long term debt and the unamortized discount (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Financing Arrangements
Outstanding principal amount	$ 12,885	$ 22,376
Add: accreted liability of final payment fee, long-term	276	673
Less: unamortized debt discount, long term	(20)	(224)
Less: current portion of long term debt-principal	(11,080)	(12,931)
Debt-net of current portion	2,061	9,894
Current portion of long term debt-principal	11,080	12,931
Add: accreted liability of final payment fee, short-term	529
Less: current portion of unamortized debt discount	(362)	(767)
Debt-current portion	$ 11,247	$ 12,164

Share-Based Compensation - Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Share-Based Compensation
Outstanding beginning balance (in shares)	7,049,290
Granted (in shares)	1,605,070
Exercised (in shares)	(306,470)
Forfeited and expired (in shares)	(22,015)
Outstanding ending balance (in shares)	8,325,875		7,049,290
Exercisable (in shares)	3,703,963
Weighted Average Exercise Price Per Share ,Outstanding beginning balance	$ 0.82
Weighted Average Exercise Price Per Share , Granted	1.51
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	0.97		$ 0.82
Weighted Average Exercise Price Per Share , Exercisable	$ 0.63
Weighted- Average Contractual Life (in years) , Outstanding	7 years 11 months 19 days		8 years 2 months 23 days
Weighted- Average Contractual Life (in years) , Exercisable	6 years 8 months 8 days
Aggregate Intrinsic Value beginning balance	$ 2,017
Aggregate Intrinsic Value , Exercised	350	$ 1,700
Aggregate Intrinsic Value ending balance	1,206		$ 2,017
Aggregate Intrinsic Value , Exercisable	$ 1,145

Restructuring and severance

9 Months Ended

Sep. 30, 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.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 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	191,958,045	147,066,336
Common stock, shares outstanding	191,958,045	147,066,336

Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 29, 2020	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2020	Dec. 31, 2023	Mar. 01, 2022
Class Of Warrant Or Right [Line Items]
Exercise price of warrants								$ 11.50
Share price (in $ per share)		$ 0.01		$ 0.01
Number of warrants outstanding		2,680,607		2,680,607			2,680,607
Fair value adjustment of warrants		$ (1,200)	$ 3,442	$ (717)	$ 4,320
Proceeds from sale of common stock through Purchase Agreement			12,703		15,051
Warrants and rights outstanding, term								5 years
Adjustment to additional paid in capital warrants issued				$ 1,200
Series C Redeemable Convertible Preferred Stock
Class Of Warrant Or Right [Line Items]
Number of warrants outstanding		972,578		972,578
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		$ 11.50
Share price (in $ per share)		$ 18.00		$ 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
Number of warrants outstanding		9,802,138		9,802,138				8,625,000
Derivative liabilities		$ 900		$ 900			$ 1,300
Fair value adjustment of warrants		$ (500)	1,000	$ (400)	1,400
Private Warrants
Class Of Warrant Or Right [Line Items]
Number of warrants outstanding		3,272,834		3,272,834				4,450,000
Derivative liabilities		$ 1,300		$ 1,300			$ 1,600
Fair value adjustment of warrants		(700)	$ 2,400	(300)	$ 2,900
Warrants To Purchase Class A Common Stock \| Series C Redeemable Convertible Preferred Stock
Class Of Warrant Or Right [Line Items]
Exercise price of warrants						$ 0.01
Class Of Warrants Or Rights Warrants Issued During The Period						5,248,183
Warrants and rights outstanding, term						10 years
Customer Warrants \| Class A Ordinary Shares
Class Of Warrant Or Right [Line Items]
Exercise price of warrants	$ 1.152
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	2,680,607
Warrants and rights outstanding, term	10 years
Class of warrant or right, Grant date fair value		$ 200		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%

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue	$ 2,378	$ 3,105	$ 8,516	$ 8,632
Cost of revenue	1,174	834	3,822	1,940
Total gross profit	1,204	2,271	4,694	6,692
Operating expenses:
Research and development	12,752	13,056	36,093	39,981
Selling, general and administrative	5,798	6,047	18,617	20,808
Restructuring	0	0	0	991
Total operating expenses	18,550	19,103	54,710	61,780
Loss from operations	(17,346)	(16,832)	(50,016)	(55,088)
Other income (expense), net
Interest expense	(733)	(1,473)	(2,809)	(4,511)
Interest income	1,226	1,263	3,567	3,746
Change in fair value of derivative warrant liabilities	1,200	(3,442)	717	(4,320)
Change in fair value of earn-out liabilities	820	(1,731)	514	(2,362)
Total other income (expense), net	2,513	(5,383)	1,989	(7,447)
Net loss before provision for income taxes	(14,833)	(22,215)	(48,027)	(62,535)
Provision for income taxes	0	0	0	0
Net loss	$ (14,833)	$ (22,215)	$ (48,027)	$ (62,535)
Net loss per share attributable to common stockholders-basic (in $ per share)	$ (0.08)	$ (0.17)	$ (0.28)	$ (0.48)
Net loss per share attributable to common stockholders-diluted (in $ per share)			$ (0.28)	$ (0.48)
Weighted average shares used in computing net loss per share attributable to common stockholders - basic (in shares)	188,389	133,866	170,665	129,173
Weighted average shares used in computing net loss per share attributable to common stockholders - diluted (in shares)			170,665	129,173

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
Estimated Probability of Occurrence \| Forward Warrant
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input			0.50		0
Forward Warrant Agreement \| Estimated Probability of Occurrence
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input			0.50	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
Warrants Issued \| 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

Warrants (Tables)

9 Months Ended

Sep. 30, 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	September 30, 2024		December 31, 2023
Stock price	$	0.78	$	0.98
Simulated trading days		609		798
Annual volatility (%)		172.70%		144.50%
Risk-free rate (%)		3.59%		4.00%
Estimated time to expiration (in years)		2.42		3.17

Summary of vesting status of the Customer Warrant


	September 30, 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	September 30, 2024		December 31, 2023
Stock Price	$	0.78	$	0.98
Strike Price	$	11.50	$	11.50
Volatility (annual) (%)		172.70%		144.50%
Risk-free rate (%)		3.59%		4.00%
Estimated time to expiration (years)		2.42		3.17
Dividend yield (%)		—		—

Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jan. 01, 2024
Percentage of the common stock of all classes outstanding on preceding year			5.00%
Period of annual increases to shares reserved for issuance			9 years
Number of shares available for grant	5,539,149		5,539,149
Stock-based compensation expense	$ 3,427	$ 3,668	$ 9,705	$ 8,727
Weighted-average grant date fair value of options granted (in $ per share)			$ 1.32	$ 1.33
Aggregate Intrinsic Value , Exercised			$ 350	$ 1,700
Share based compensation stock options granted (in shares)			1,605,070
Vested in the period (in shares)			771,925
Common stock, capital shares reserved for future issuance (in shares)	39,330,230		39,330,230
Increase in common stock capital shares reserved for future issuance					9,119,816
Proceeds from stock option exercises			$ 100	1,000
Instruments Other than Options, Vested in Period, Fair Value			$ 4,300	3,800
Share price (in $ per share)	$ 0.01		$ 0.01
Weighted average fair value of grants in the period (in $ per share)			$ 1.07
Restricted Stock Units
Stock-based compensation expense	$ 2,900	$ 3,200	$ 8,300	$ 7,500
Amount of cost not yet recognized for nonvested award	$ 17,700		$ 17,700
Weighted-average period over which cost to be recognized (in years)			2 years 1 month 2 days
Common stock, capital shares reserved for future issuance (in shares)	14,241,050		14,241,050
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)			$ 1.07	$ 0.56
Restricted Stock Units \| Share Price Equal Or Exceeds Above Dollar Two Per Share
Vesting Rights, Percentage				50.00%
Share price (in $ per share)		$ 2.00		$ 2.00
Restricted Stock Units \| Share Price Equal Or Exceeds Above Dollar Four Per Share
Vesting Rights, Percentage				50.00%
Share price (in $ per share)		$ 4.00		$ 4.00
Restricted Stock Units \| Time Based Vesting Restricted Stock Units
Number of shares issued under share-based payment arrangement			7,305,872	4,227,929
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	$ 500	$ 500	$ 1,400	$ 1,200
Amount of cost not yet recognized for nonvested award	$ 4,300		$ 4,300
Weighted-average period over which cost to be recognized (in years)			2 years 6 months 3 days
Common stock, capital shares reserved for future issuance (in shares)	8,325,875		8,325,875
Stock Options \| Minimum
Share based compensation stock options vesting period (in years)			1 year
Stock Options \| Maximum
Share based compensation stock options vesting period (in years)			5 years
2022 Equity Incentive Plan
Common stock, capital shares reserved for future issuance (in shares)	25,544,172		25,544,172

Concentrations, Significant Customers and Geographic Areas - (Tables)

9 Months Ended

Sep. 30, 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
United States	$	1,548		2,927	$	5,688		8,174
Europe		767		178		2,241		458
Asia and Others		63		—		587		—
Total revenue	$	2,378		3,105	$	8,516		8,632

Revenue

Concentration Risk [Line Items]

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Customer A	17%	30%	19%	32%
Customer B	14%	*	11%	*
Customer C	*	19%	*	21%
Customer D	32%	*	23%	*
Customer E	*	*	20%	13%
Customer F	15%	13%	*	*
Customer G	14%	10%	*	*

* 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


	September 30, 2024	December 31, 2023
Customer A	39%	39%
Customer B	16%	*
Customer C	*	12%
Customer D	27%	*

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

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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss	$ (14,833)	$ (22,215)	$ (48,027)	$ (62,535)
Denominator:
Weighted-average shares outstanding - basic	188,389	133,866	170,665	129,173
Weighted-average shares outstanding - diluted			170,665	129,173
Net loss per share - basic	$ (0.08)	$ (0.17)	$ (0.28)	$ (0.48)
Net loss per share - diluted			$ (0.28)	$ (0.48)

- Definition

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

+ References

+ Details

- Definition

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

+ References

+ Details

- Definition

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

+ References

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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: 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 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

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

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

Reference 37: 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/1943274/2147478524/942-220-S99-1

+ Details

Restructuring and severance - Additional Information (Detail) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 28, 2023 USD ($) employee	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 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	$ 0	$ 0	$ 991
Accrual for contractual severance benefits						$ 200

Financing Arrangements - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 21, 2024	Dec. 31, 2023	Jan. 31, 2022	Nov. 30, 2021	May 31, 2021	Mar. 31, 2021
Line of Credit Facility [Line Items]
Debt issuance costs	$ 20		$ 20			$ 224
Effective interest rate	23.10%		23.10%			22.50%
Interest expense	$ 733	$ 1,473	$ 2,809	$ 4,511
Amortization of debt issuance cost			$ 741	1,100
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]			us-gaap:PrimeRateMember
Loan and Security Agreement
Line of Credit Facility [Line Items]
Line of Credit Facility, Remaining Borrowing Capacity	$ 0		$ 0
Debt Instrument, Term			48 months
Final payment fee, Percentage	2.75%		2.75%
Interest expense		1,500		4,500
Amortization of debt issuance cost	$ 200	$ 400	$ 700	$ 1,100
Unamortized issuance cost	$ 400		$ 400			$ 1,000
Debt Instrument, Face Amount					$ 16,200		$ 5,000	$ 7,000	$ 8,000	$ 12,000
Loan and Security Agreement \| Minimum
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	11.00%		11.00%
Debt Instrument, Variable Rate			7.50%
Loan and Security Agreement \| Debt Instrument, First Specified Period [Member]
Line of Credit Facility [Line Items]
Prepayment fee, Percentage	1.50%		1.50%
Loan and Security Agreement \| Debt Instrument, Second Specified Period [Member]
Line of Credit Facility [Line Items]
Prepayment fee, Percentage	1.00%		1.00%
Loan and Security Agreement \| Debt Instrument, Third Specified Period [Member]
Line of Credit Facility [Line Items]
Prepayment fee, Percentage	0.50%		0.50%

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Nov. 07, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Securities Act File Number	001-40140
Entity Registrant Name	RIGETTI COMPUTING, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-0950636
Entity Address, Address Line One	775 Heinz Avenue
Entity Address, City or Town	Berkeley
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94710
City Area Code	510
Local Phone Number	210-5550
Entity 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		192,295,809
Entity Central Index Key	0001838359
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
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
Warrants
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

Net Loss Per Share

9 Months Ended

Sep. 30, 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(14,833)	$	(22,215)	$	(48,027)	$	(62,535)
Denominator:
Weighted-average shares outstanding - basic and diluted		188,389		133,866		170,665		129,173
Net loss per share - basic and diluted	$	(0.08)	$	(0.17)	$	(0.28)	$	(0.48)

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 and nine months ended September 30, 2024, and 2023 because the contingencies for the issuance of these shares have not been met. The weighted-average common shares outstanding for the three and nine months ended September 30, 2024 include 972,578 weighted-average shares for warrants having an exercise price of $0.01 per share each. The weighted-average common shares outstanding for the three and nine months ended September 30, 2023 include 1,094,494 and 1,349,367 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 and nine months ended September 30, 2024, and 2023:


	Nine Months Ended September 30,
	2024	2023
Common Stock warrants (1)	14,450,417	14,450,417
Stock Options	8,325,875	5,802,495
Restricted Stock Units	14,241,050	12,285,160
	37,017,342	32,538,072

(1)	The number of outstanding warrants does not include unvested Customer warrants for 1,340,310 shares as of September 30, 2024 and 2023.

Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) - Class A Ordinary Shares - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	37,017,342	32,538,072
Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	14,450,417	14,450,417
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	8,325,875	5,802,495
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	14,241,050	12,285,160

Stockholders' Equity

9 Months Ended

Sep. 30, 2024

Stockholders' Equity

Stockholders' Equity

(10) Stockholders’ Equity

As of September 30, 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		14,241,050
Stock-Based Awards—Options Outstanding		8,325,875
Total		39,330,230

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 up to 3% 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 September 30, 2024, the Company raised gross proceeds of $12.3 million pursuant to the ATM offering through the sale of 11,294,746 shares of its common stock at a weighted average price of $1.09 per share. During the nine months ended September 30, 2024, the Company raised gross proceeds of $39.8 million pursuant to the ATM offering through the sale of 30,718,121 shares of its common stock at a weighted average price of $1.30 per share. The net proceeds from the ATM offering during the three and nine months ended September 30, 2024 were $12.0 million and $38.8 million, respectively, after deducting sales agent commissions of $0.3 million and $1.0 million, respectively. As of September 30, 2024, up to $60.2 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 September 30, 2024, the Company did not sell Common Stock under the Purchase Agreement, which was terminated as of February 15, 2024. During the nine months ended September 30, 2024, the Company received net 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 February 15, 2024, there were 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 impairment charges during the nine months ended September 30, 2023 of $0.8 million for previously deferred offering costs primarily related to the Purchase Agreement, which were recorded as selling, general and administrative expense in the accompanying condensed consolidated statement of operations. No impairment charges were recognized in the three months ended September 30, 2023.

- 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/1943274/2147477968/946-235-50-2

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/1943274/2147477968/946-235-50-2

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/1943274/2147478448/946-505-50-6

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

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

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

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

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

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

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

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

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

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

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

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

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

+ Details

Leases

9 Months Ended

Sep. 30, 2024

Leases

Leases

(17) Leases

On September 24, 2024, the Company entered into a lease amendment for its corporate headquarters located in Berkeley, California which, among other things, extends the lease term by three years to October 31, 2028, sets new annual rental rates effective as of November 1, 2025 and provides an option to extend the term of the lease for an additional five years.

The Company remeasured the lease liability over the remaining lease term of 4.1 years using an incremental borrowing rate of 6.32%. The effect of the lease amendment increased the Company’s operating lease liabilities and operating lease right-of-use assets by $2.3 million.

As of September 30, 2024, the weighted-average remaining term and weighted-average remaining discount rate for the Company’s operating leases is 4.69 years and 7.64%, respectively.

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


Years Ending December 31,
2024		551
2025		2,235
2026		2,313
2027		2,380
2028		2,293
Thereafter		1,175
Total operating lease payments		10,947
Less: Imputed interest		(1,765)
Present value of operating lease liabilities		9,182
Operating lease liabilities, current		2,142
Operating lease liabilities, noncurrent		7,040
		9,182

Stockholders' Equity - Summary of Conversions of Stock (Detail)	Sep. 30, 2024 shares
Stockholder's Equity
Common stock, capital shares reserved for future issuance (in shares)	39,330,230
Stock-Based Awards-RSUs Outstanding
Stockholder's Equity
Common stock, capital shares reserved for future issuance (in shares)	14,241,050
Employee Stock Option
Stockholder's Equity
Common stock, capital shares reserved for future issuance (in shares)	8,325,875
Common Stock warrants
Stockholder's Equity
Common stock, capital shares reserved for future issuance (in shares)	16,763,305

Revenue Recognition - Summary of Change in Contract with Customer, Asset and Liability (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Revenue Recognition
Balance at beginning of period	$ (343)	$ (961)
Deferral of revenue	(771)	(1,829)
Recognition of deferred revenue	228	2,318
Total deferred revenue at end of period	$ (886)	$ (472)

Description of Business

9 Months Ended

Sep. 30, 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.

Leases - Summary of Maturities of the Company's Operating Lease Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Leases.
2024	$ 551
2025	2,235
2026	2,313
2027	2,380
2028	2,293
Thereafter	1,175
Total operating lease payments	10,947
Less: Imputed interest	(1,765)
Present value of operating lease liabilities	9,182
Operating lease liabilities, current	2,142	$ 2,210
Operating lease liabilities, noncurrent	$ 7,040	$ 6,297

Financing Arrangements - Scheduled principal payments on total outstanding debt (Detail) - Rigetti Computing, Inc $ in Thousands	Sep. 30, 2024 USD ($)
Remainder of 2024	$ 3,429
2025	9,058
2026	398
Loan payable, long term	$ 12,885

- Definition

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

+ References + Details

Stockholders' Equity - At-the-Market Offering Agreement (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 15, 2024
Stockholder's Equity
Proceeds from sale of common stock		$ 12,703,000		$ 15,051,000
Proceeds from sale of common stock from sales through Common Stock Purchase Agreement			$ 12,838,000	$ 15,051,000
At The Market Offering Agreement
Stockholder's Equity
Maximum Value of Shares Authorized Under the Agreement					$ 100,000,000
Proceeds from sale of common stock (in shares)	11,294,746		30,718,121
Proceeds from sale of common stock	$ 11,998,000		$ 38,831,000
Proceeds after sales commissions	$ 12,000,000.0		$ 38,800,000
Per Share Weighted Average Price of Shares Issued	$ 1.09		$ 1.30
Proceeds from sale of common stock from sales through Common Stock Purchase Agreement	$ 12,300,000		$ 39,800,000
Sales agent commissions	300,000		1,000,000.0
Remaining value of shares under the program	$ 60,200,000		$ 60,200,000
At The Market Offering Agreement \| Maximum
Stockholder's Equity
Sales agent commission payable, represented as a percentage of gross sales proceeds					3.00%

Fair Value Measurements - Additional Information (Detail) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Sep. 30, 2023 USD ($) shares	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Assets transfer into level 3	$ 0	$ 0	$ 0
Assets transfer out of level 3	$ 0	$ 0	$ 0
Derivative liability of warrants transferred from Level 3 to Level 1 \| shares				480,273
Gain (Loss) on transfers				$ 100
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	0.50

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2024

Revenue Recognition

Summary of Disaggregation of Revenue


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Collaborative research, professional services and materials, and sales of quantum computers	$	2,306	$	2,266	$	8,224	$	6,560
Access to quantum computing systems		72		839		292		2,072
	$	2,378	$	3,105	$	8,516	$	8,632


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue recognized at a point in time	$	—	$	412	$	523	$	748
Revenue recognized over time		2,378		2,693		7,993		7,884
	$	2,378	$	3,105	$	8,516	$	8,632

Summary of Accounts receivable, Contract with Customer Assets and Liabilities


	September 30, 2024		December 31, 2023		December 31, 2022
Trade receivables	$	5,851	$	2,650	$	6,143
Unbilled receivables	$	533	$	2,379	$	92
Deferred revenue	$	(886)	$	(343)	$	(961)

Summary of Changes in Deferred Revenue from Contracts with Customers


	Nine Months Ended September 30,
	2024		2023
Balance at beginning of period	$	(343)	$	(961)
Deferral of revenue		(771)		(1,829)
Recognition of deferred revenue		228		2,318
Total deferred revenue at end of period	$	(886)	$	(472)

Earn-out Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Earn-out Liabilities

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


Valuation Assumptions	September 30, 2024		December 31, 2023
Stock price	$	0.78	$	0.98
Simulated trading days		609		798
Annual volatility (%)		172.70%		144.50%
Risk-free rate (%)		3.59%		4.00%
Estimated time to expiration (in years)		2.42		3.17

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 20,286	$ 21,392
Available-for-sale investments	72,294	78,537
Accounts receivable	6,384	5,029
Prepaid expenses and other current assets	4,902	2,709
Total current assets	103,866	107,667
Property and equipment, net	44,837	44,483
Operating lease right-of-use assets	8,369	7,634
Other assets	178	129
Total assets	157,250	159,913
Current liabilities:
Accounts payable	1,604	5,772
Accrued expenses and other current liabilities	5,581	8,563
Deferred revenue	886	343
Current portion of debt	11,247	12,164
Current portion of operating lease liabilities	2,142	2,210
Total current liabilities	21,460	29,052
Debt, less current portion	2,061	9,894
Operating lease liabilities, less current portion	7,040	6,297
Derivative warrant liabilities	2,210	2,927
Earn-out liabilities	1,641	2,155
Total liabilities	34,412	50,325
Commitments and contingencies (Note 18)
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, 191,958,045 shares issued and outstanding at September 30, 2024 and 147,066,336 shares issued and outstanding at December 31, 2023	19	14
Additional paid-in capital	524,351	463,089
Accumulated other comprehensive income	254	244
Accumulated deficit	(401,786)	(353,759)
Total stockholders' equity	122,838	109,588
Total liabilities and stockholders' equity	$ 157,250	$ 159,913

Investments - Additional Information (Detail)	Sep. 30, 2024 USD ($)
Investments
Number of securities in unrealized loss positions	0

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(14,833)	$	(22,215)	$	(48,027)	$	(62,535)
Denominator:
Weighted-average shares outstanding - basic and diluted		188,389		133,866		170,665		129,173
Net loss per share - basic and diluted	$	(0.08)	$	(0.17)	$	(0.28)	$	(0.48)

Schedule of antidilutive securities excluded from computation of earnings


	Nine Months Ended September 30,
	2024	2023
Common Stock warrants (1)	14,450,417	14,450,417
Stock Options	8,325,875	5,802,495
Restricted Stock Units	14,241,050	12,285,160
	37,017,342	32,538,072

(1)	The number of outstanding warrants does not include unvested Customer warrants for 1,340,310 shares as of September 30, 2024 and 2023.

Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue Recognition
Contract with customer, liability, revenue recognized	$ 0.6	$ 0.2	$ 0.8
Transaction price allocated to remaining performance obligations		$ 3.1

Fair Value Measurements - Summary Of Change in Fair Value of Derivative Liabilities (Detail) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	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				$ 1,085	$ 44	1,100
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	$ (820)	$ (1,315)	1,621	1,731	350	281
Ending Balance	1,641			3,568
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
Transfer from Private Warrants to Public Warrants					(29)	(158)
Change in fair value during the period	(655)	$ (1,145)	$ 1,505	2,440	$ (133)	$ 623
Ending Balance	$ 1,309			$ 3,811

Financing Arrangements

9 Months Ended

Sep. 30, 2024

Financing Arrangements

Financing Arrangements

(7)

Financing Arrangements

Loan and Security Agreement

On June 21, 2024, (the “Amendment Date”), the Company entered into the Amended and Restated Loan and Security Agreement (the “Amended Loan Agreement”), by and between Trinity Capital Inc., as lender (the “Lender”), and Rigetti & Co, LLC and Rigetti Intermediate LLC (the “Company”), as borrowers, which amended and restated in its entirety the Company’s existing loan and security agreement, dated as of March 10, 2021 (as amended from time to time, the “Existing Loan Agreement”).

Under the Existing Loan Agreement, the Company drew $12.0 million in March 2021, $8.0 million in May 2021, $7.0 million in November 2021 and $5.0 million in January 2022 (collectively, the “Term Loans”). The outstanding principal balance of the Term Loans as of the Amendment Date was $16.2 million. There are currently no additional amounts available to be drawn under the Amended Loan Agreement. Each Term Loan amortizes in equal monthly installments through 48 months following the disbursement date of each Term Loan (each, a “Maturity Date”), and bears interest at a rate equal to the greater of 11% or the US Prime Rate plus 7.50% per annum, payable monthly. The economic terms and cash flows of the Term Loans remain unchanged under the Amended Loan Agreement.

The Company may prepay, in whole or in part, the outstanding Term Loans, subject to a prepayment premium that remains unchanged from the Existing Loan Agreement, which is 1.5% on or after the 19^th month following the disbursement date of each Term Loan (each, an “Amortization Date”) and before the first anniversary of the Amortization Date, 1.0% on or after the first anniversary of the Amortization Date and before the second anniversary of the Amortization Date and 0.50% on or after the second anniversary of the Amortization Date and before the Maturity Date.

In addition, the Company is required to pay on the respective Maturity Date or the date of an earlier prepayment a final payment fee equal to 2.75% of the aggregate original principal amount of the Term Loans being repaid, which remains consistent with the Existing Loan Agreement. 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 Amended Loan Agreement contains representations and warranties and customary affirmative and negative covenants applicable to the Loan Parties (as defined below) and its consolidated subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness and dividends and other distributions, which were amended from the covenants in the Existing Loan Agreement to increase flexibility for the Company.

The Amended Loan Agreement also includes events of default, including failure to pay principal, interest or certain other amounts when due, material inaccuracy of representations and warranties, violation of covenants, specified cross-default and cross-acceleration to other material indebtedness, certain bankruptcy and insolvency events, certain undischarged judgments, material invalidity of guarantees or grant of security interest, and change of control, in certain cases subject to certain thresholds and grace periods. If one or more events of default occurs and continues beyond any applicable cure period, the Lender may declare all of the obligations of the Company under the Amended Loan Agreement to be immediately due and payable, which remains consistent with the Existing Loan Agreement.

The obligations of the Company under the Amended Loan Agreement are currently guaranteed by the Company’s wholly owned subsidiaries, Rigetti & Co, LLC and Rigetti Intermediate LLC (which, together with the Company, are collectively referred to as the “Loan Parties” and each, a “Loan Party”) and will be guaranteed by any future domestic subsidiaries of the Company. The obligations of the Loan Parties under the Amended Loan Agreement and other loan documents are secured, subject to customary permitted liens and other agreed upon exceptions, by a perfected security interest in all assets of the Loan Parties.

The effective interest rate for all tranches of the debt was approximately 23.1% and 22.5% as of September 30, 2024 and December 31, 2023, respectively.

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


	September 30, 2024		December 31, 2023
Outstanding principal amount	$	12,885	$	22,376
Add: accreted liability of final payment fee		276		673
Less: unamortized debt discount, long-term		(20)		(224)
Less: current portion of long-term debt principal		(11,080)		(12,931)
Debt – net of current portion	$	2,061	$	9,894
Current portion of long-term debt – principal		11,080		12,931
Add: accreted liability of final payment fee		529		—
Less: current portion of unamortized debt discount		(362)		(767)
Debt – current portion	$	11,247	$	12,164

During the three and nine months ended September 30, 2024, the Company recorded interest expense of $0.7 million and $2.8 million, respectively, 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 and $0.7 million, respectively.

During the three and nine months ended September 30, 2023, the Company recorded interest expense of $1.5 million and $4.5 million, respectively, which includes accretion of the end-of-term liability, amortization of the commitment fee asset and amortization of debt issuance costs totaling $0.4 million and $1.1 million, respectively.

The unamortized debt discount as of September 30, 2024 and December 31, 2023 of $0.4 million and $1.0 million, respectively, is offset against the carrying value of the term loan in the condensed consolidated balance sheets.

The remaining scheduled principal payments on total outstanding debt are as follows for the years ending December 31 (in thousands):


	September 30, 2024
Remainder of 2024	$	3,429
2025		9,058
2026		398
	$	12,885

- 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.

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Reference 11: 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 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Warrants- Schedule Of Fair Value Of The Private Placement Warrant Measured Using Black Scholes Approach (Detail) - Private Warrants	Sep. 30, 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	0.78	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	1.7270	1.4450
Risk-free rate (%)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.0359	0.0400
Estimated time to expiration (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input \| Y	2.42	3.17
Dividend yield (%)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0	0

Stockholders' Equity - Common Stock Purchase Agreement (Detail) - USD ($)		3 Months Ended	9 Months Ended		12 Months Ended
	Aug. 11, 2022	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2020	Dec. 31, 2023
Stockholder's Equity
Common Stock, Shares, Outstanding			191,958,045			147,066,336
Proceeds from sale of common stock through Purchase Agreement		$ 12,703,000		$ 15,051,000
Share price (in $ per share)			$ 0.01
Purchase agreement impairment of deferred financing costs		$ 0		$ 800,000
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			$ 12,838,000
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	$ 75,000,000.0
Series C Preferred Stock
Stockholder's Equity
Proceeds from sale of common stock through Purchase Agreement					$ 56,200,000
Proceeds from sale of common stock through Purchase Agreement (in shares)					54,500,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 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

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases

Summary of Maturities of the Company's Operating Lease Liabilities


Years Ending December 31,
2024		551
2025		2,235
2026		2,313
2027		2,380
2028		2,293
Thereafter		1,175
Total operating lease payments		10,947
Less: Imputed interest		(1,765)
Present value of operating lease liabilities		9,182
Operating lease liabilities, current		2,142
Operating lease liabilities, noncurrent		7,040
		9,182

Summary of Significant Accounting Policies (Details)	Mar. 02, 2022 $ / shares	Sep. 30, 2024 $ / shares	Dec. 31, 2023 $ / shares
Summary of Significant Accounting Policies
Common stock, par value per share (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock conversion ratio	1

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 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 and nine months ended September 30, 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 with 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 are 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 uncertainty in the levels of future economic activity, inflation and interest rates. These conditions have been further exacerbated by the ongoing military conflict involving Russia and Ukraine and sanctions related thereto, the state of war between Israel, Hamas and Hezbollah 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.

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, “Segment Reporting - Improvements to Reportable Segment Disclosures”. 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.

Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Parenthetical) (Detail) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Unvested Customer Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	1,340,310	1,340,310

Share-Based Compensation - Summarized Stock-Based Compensation Expenses (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	$ 3,427	$ 3,668	$ 9,705	$ 8,727
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	2,379	2,990	6,567	6,893
Selling, general and administrative expenses
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	$ 1,048	$ 678	$ 3,138	$ 1,834

Leases - Additional Information (Detail) - USD ($) $ in Thousands		9 Months Ended
	Sep. 24, 2024	Sep. 30, 2024	Sep. 30, 2023
Leases
Operating lease, period of extension	3 years	5 years
Operating Lease, increase in right-of-use assets	$ 2,300	$ 2,268	$ 0
Weighted average remaining lease term - operating leases	4 years 1 month 6 days	4 years 8 months 8 days
Weighted average discount rate - operating leases	6.32%	7.64%

Concentrations, Significant Customers and Geographic Areas - Summary of Revenue by Geography (Detail) - Revenue - Revenue from Rights Concentration Risk - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Concentration Risk [Line Items]
Total revenue	$ 2,378	$ 3,105	$ 8,516	$ 8,632
United States
Concentration Risk [Line Items]
Total revenue	1,548	2,927	5,688	8,174
Europe
Concentration Risk [Line Items]
Total revenue	767	$ 178	2,241	$ 458
Asia
Concentration Risk [Line Items]
Total revenue	$ 63		$ 587

- 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).

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (14,833)	$ (22,215)	$ (48,027)	$ (62,535)

- Definition

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

+ References

+ Details

Net Loss Per Share - Additional Information (Detail) - $ / shares	3 Months Ended				6 Months Ended		9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 01, 2022
Exercise price of warrants									$ 11.50
Weighted-average common shares outstanding - Basic	188,389,000		133,866,000				170,665,000	129,173,000
Weighted-average common shares outstanding - Diluted							170,665,000	129,173,000
Sponsor Vesting Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount		3,059,273		3,059,273	3,059,273	3,059,273
Warrant
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	972,578						972,578
Exercise price of warrants		$ 0.01		$ 0.01	$ 0.01	$ 0.01
Weighted-average common shares outstanding - Basic			1,094,494					1,349,367

Concentrations, Significant Customers and Geographic Areas

9 Months Ended

Sep. 30, 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 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 September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Customer A	17%	30%	19%	32%
Customer B	14%	*	11%	*
Customer C	*	19%	*	21%
Customer D	32%	*	23%	*
Customer E	*	*	20%	13%
Customer F	15%	13%	*	*
Customer G	14%	10%	*	*

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

During the three and nine months ended September 30, 2024, sales to government entities comprised 95.84% and 92.53% of the Company’s total revenue, respectively. During the three and nine months ended September 30, 2023 sales to government entities comprised 77.25% and 77.65% of the Company’s total revenue, respectively.

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


	September 30, 2024	December 31, 2023
Customer A	39%	39%
Customer B	16%	*
Customer C	*	12%
Customer D	27%	*

* 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
United States	$	1,548		2,927	$	5,688		8,174
Europe		767		178		2,241		458
Asia and Others		63		—		587		—
Total revenue	$	2,378		3,105	$	8,516		8,632

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.

Investments (Tables)

9 Months Ended

Sep. 30, 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 income (loss) and the fair value of the fixed income securities at September 30, 2024 and December 31, 2023 are presented in the tables below (in thousands):


	September 30, 2024
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Available-for-sale investments:
U.S. treasury securities	$	72,229	$	65	$	—	$	72,294
Available-for-sale investments – short-term	$	72,229	$	65	$	—	$	72,294


	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).

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (14,833)	$ (22,215)	$ (48,027)	$ (62,535)
Other comprehensive (loss) income:
Foreign currency translation adjustments	61	41	(44)	(38)
Unrealized gains on available-for-sale debt securities	70	32	54	273
Total other comprehensive income before income taxes	131	73	10	235
Income taxes	0	0	0	0
Total other comprehensive income after income taxes	131	73	10	235
Total comprehensive loss	$ (14,702)	$ (22,142)	$ (48,017)	$ (62,300)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- 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).

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+ Details

- Definition

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

+ References

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+ Details

Investments

9 Months Ended

Sep. 30, 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 income (loss) and the fair value of the fixed income securities at September 30, 2024 and December 31, 2023 are presented in the tables below (in thousands):


	September 30, 2024
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Available-for-sale investments:
U.S. treasury securities	$	72,229	$	65	$	—	$	72,294
Available-for-sale investments – short-term	$	72,229	$	65	$	—	$	72,294


	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 December 31, 2023. There were no securities in an unrealized loss position as of September 30, 2024.

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 as of December 31, 2023 were primarily attributable to changes in interest rates and non-credit-related factors. In addition, none of the Company’s available-for-sale securities had been in an unrealized loss position for more than one year. Accordingly, the Company determined that none of the unrealized losses were other-than-temporary, and that recognition of an impairment charge was not required as of December 31, 2023. No available-for-sale securities were sold during the three and nine months ended September 30, 2024 and 2023, respectively.

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

Share-Based Compensation

9 Months Ended

Sep. 30, 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 September 30, 2024, there were 25,544,172 shares of common stock reserved for issuance under the 2022 Plan, of which 5,539,149 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 nine months ended September 30, 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	1,605,070		1.51
Exercised	(306,470)		0.27			350
Forfeited and expired	(22,015)		0.27
Outstanding and expected to vest, September 30, 2024	8,325,875	$	0.97	7.97	$	1,206
Exercisable, September 30, 2024	3,703,963	$	0.63	6.69	$	1,145

The weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2024 and 2023 was $1.32 and $1.33 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 nine months ended September 30, 2024 and 2023 was $0.4 million and $1.7 million, respectively.

The Company received proceeds from stock option exercises of $0.1 million and $1.0 million during the nine months ended September 30, 2024 and 2023, respectively.

Stock-based compensation expense related to stock options granted to employees was $0.5 million and $1.4 million for the three and nine months ended September 30, 2024, respectively. Stock-based compensation expense related to stock options granted to employees was $0.5 million and $1.2 million for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024, the unrecognized compensation expense related to unvested stock options was $4.3 million, which is expected to be recognized over a weighted-average period of 2.51 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 the Company’s Common Stock, 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 solely 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 range of valuation assumptions used as inputs to the Black-Scholes option-pricing model to value stock options granted during the nine months ended September 30, 2024 were as follows:


		Time-based Stock Option
Valuation Assumptions		Grants
Strike price		$0.98 - $2.03
Annual volatility (%)		113% - 130%
Risk- free rate (%)		4.24% - 4.45%
Expected term (years)		5.50 - 6.02

RSUs

The following is a summary of RSU activity during the nine months ended September 30, 2024:


		Weighted Average
		Grant Date Fair
	Shares	Value
Non-vested at December 31, 2023	11,517,422	$	2.20
Granted	7,305,872		1.07
Vested	(3,810,319)		2.61
Forfeited	(771,925)		1.82
Non-vested at September 30, 2024	14,241,050	$	1.54

The aggregate fair value of outstanding RSUs based on the closing share price of the Company’s common stock at September 30, 2024, was $11.2 million. The total fair value of RSUs that vested during the nine months ended September 30, 2024 and 2023, based on the closing price of the Company’s common stock on the vesting date, was $4.3 million and $3.8 million, respectively.

Fair Value of RSUs Awards

During the nine months ended September 30, 2024, the Company issued 7,305,872 time-based RSUs. The time-based RSUs vest over periods ranging from 1-4 years and require continuous employment.

During the nine months ended September 30, 2023, the Company issued 4,227,929 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 nine months ended September 30, 2024 and 2023 was $1.07 and $0.56 per RSU, respectively.

Stock-based compensation expense related to RSUs granted to employees was $2.9 million and $8.3 million for the three and nine months ended September 30, 2024, respectively. Stock-based compensation expense related to RSUs granted to employees was $3.2 million and $7.5 million for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024, the unrecognized compensation expense related to unvested RSUs was $17.7 million, which is expected to be recognized over a weighted-average period of 2.09 years.

Summarized Stock-Based Compensation Expenses

The table below summarizes total stock-based compensation expenses for the three and nine months ended September 30, 2024 and 2023, respectively (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	2,379	$	2,990	$	6,567	$	6,893
Selling, general and administrative expenses		1,048		678		3,138		1,834
Total stock-based compensation expenses	$	3,427	$	3,668	$	9,705	$	8,727

Fair Value Measurements

9 Months Ended

Sep. 30, 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 September 30, 2024 and December 31, 2023, respectively (in thousands):


	September 30, 2024
	Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	16,085	$	—	$	—
Short-term investments:
U.S. treasury securities		—		72,294		—
Total Assets	$	16,085	$	72,294	$	—
Liabilities:
Derivative warrant liability – Public Warrants	$	901	$	—	$	—
Derivative warrant liability – Private Warrants		—		—		1,309
Earn-out liabilities		—		—		1,641
Total Liabilities	$	901	$	—	$	2,950


	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 September 30, 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) Money Market Funds, 3) Available-for-sale securities and 4) Earn-out liabilities.

The Company also has long-term debt that provides for variable interest, and therefore, the carrying value approximates the fair value. The carrying values of the long-term debt as of September 30, 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. Long-term debt issued by the Company is classified within Level 2. The carrying value of the long-term debt approximates its fair value given their maturity and variable interest rates.

The fair value of the Public Warrants has been measured based on the observable listed prices for such Warrants, a Level 1 measurement. The fair value of the Company’s Level 2 financial assets are determined by using inputs based on quoted market prices for similar instruments.

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 fair value of the Earn-out liabilities is estimated using a Monte Carlo simulation model. The Company estimates the volatility of its Private Warrants and Earn-out liabilities based on the implied volatility from the Company’s publicly traded Warrants.

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 and nine months ended September 30, 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 and nine months ended September 30, 2024 or 2023, except that in the nine months ended September 30, 2023, the derivative liability for 480,273 Warrants was transferred from Level 3 to Level 1 of the fair value hierarchy because such Warrants were converted from Private to Public Warrants. The transfer had a $0.1 million favorable impact on the Company’s net loss in the nine months ended September 30, 2023. The fair value estimates are based on pertinent information available to management as of September 30, 2024 and December 31, 2023. 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 nine months ended September 30, 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 - three months ended March 31, 2024		1,505		—		1,621
Change in fair value - three months ended June 30, 2024		(1,145)		—		(1,315)
Change in fair value - three months ended September 30, 2024		(655)		—		(820)
Balance – September 30, 2024	$	1,309	$	—	$	1,641

Balance – December 31, 2022	$	1,068	$	(2,229)	$	1,206
Change in fair value - three months ended March 31, 2023		623		1,100		281
Transfer from Private Warrants to Public Warrants		(158)		—		—
Change in fair value - three months ended June 30, 2023		(133)		44		350
Transfer from Private Warrants to Public Warrants		(29)		—		—
Change in fair value - three months ended September 30, 2023		2,440		1,085		1,731
Balance – September 30, 2023	$	3,811	$	—	$	3,568

- 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.

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+ Details