UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2024

RIGETTI COMPUTING, INC.

(Exact name of registrant as specified in its charter)

(510) 210-5550

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

On December 9, 2024, Rigetti Computing, Inc. (the “Company”) paid in full and terminated the Loan and Security Agreement, dated as of March 10, 2021 and as amended and restated on June 21, 2024 (the “Loan Agreement”), by and among Rigetti & Co., LLC (as successor-in-interest to Rigetti & Co., Inc., a Delaware corporation), a Delaware limited liability company, Rigetti Intermediate LLC, a Delaware limited liability company, and the Company as the borrowers (collectively, the “Borrowers”), and Trinity Capital Inc., a Maryland corporation (the “Lender”), effective immediately. The Company pre-paid in full, using cash on hand, a total of approximately $10.5 million, including the approximately $9.5 million outstanding loan balance under the Loan Agreement, plus accrued but unpaid interest, fees and end of term payments of approximately $0.9 million and a prepayment fee of approximately $75,900, which satisfied all of the Company’s indebtedness thereunder. Upon consummation of the payoff, the obligations of the Company under the Loan Agreement (other than those obligations of the Borrowers, including indemnification obligations, that by their express terms survived the full payment of any loans or the Borrowers’ satisfaction of all obligations under the Loan Agreement) were deemed satisfied.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.