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Risks Related to Our Financial Condition and Status as an Early-Stage Company
−Removed: We will require a significant amount of cash for expenditures as we invest in ongoing research and development and business operations and may need additional capital sooner than planned to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available.
−Removed: If we are unable to raise additional funding when needed, we may be required to delay, limit or substantially reduce our quantum computing development efforts.
−Removed: Our business and future plans for expansion are capital-intensive, and the specific timing of cash inflows and outflows may fluctuate substantially from period to period.
−Removed: We will require a significant amount of cash for expenditures as we invest in ongoing research and development and business operations.
−Removed: For example, in addition to our continuing investment in our technology roadmap we continue to invest in the expansion of and upgrades to our Fab-1 facility.
−Removed: The actual amounts we may be required to spend on these and other matters may be greater and more significant than our expectations.
−Removed: Further, pursuant to the Collaboration Agreement with Quanta, we agreed to invest at least $250 million in the field of quantum computing, in furtherance of our technology roadmap, over a five-year period commencing in February 2025.
−Removed: In connection with the Collaboration Agreement, we entered into a Securities Purchase Agreement with Quanta, pursuant to which we agreed to sell and issue to Quanta in a private placement transaction 3,020,412 shares of our Common Stock at a price per share of $11.58782, for an aggregate value of approximately $35.0 million.
−Removed: The closing of the private placement transaction is subject to regulatory clearance.
−Removed: If such regulatory clearance is not obtained by December 31, 2025, the Securities Purchase Agreement may be terminated by either party;
−Removed: in the event of such termination, the Collaboration Agreement may also be terminated by either party.
−Removed: If any of the termination events were to occur, we may never close the private placement with Quanta and/or we may never realize the anticipated benefits of the Collaboration Agreement, which may have a materially adverse impact on our business operations and our financial position or results of operations.
−Removed: See also “ We have and may in the future enter into collaboration agreements and similar arrangements with third parties for the manufacturing of our products, and these agreements and similar arrangements may never achieve their anticipated goals, which may have a materially adverse impact on our business operations and our financial position or results of operations.
−Removed: We believe that our existing cash, cash equivalents and marketable securities should be sufficient to meet our anticipated operating cash needs for at least the next three years based on our current business plan, and expectations and assumptions considering current macroeconomic conditions.
−Removed: Our operating plan may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations or other transactions.
−Removed: In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans.
−Removed: Such financings may result in dilution to stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common stock, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business.
−Removed: Any funds we raise may not be sufficient to enable us to continue to implement our long-term business strategy.
−Removed: Further, our ability to raise additional capital may be adversely impacted by worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States and current and future military conflicts and wars around the world including related sanctions and tariffs and trade protection measures.
−Removed: There can be no assurance that deterioration in credit and financial markets and confidence in economic conditions will not occur.
−Removed: A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for our products and services and our ability to raise additional capital when needed on acceptable terms, if at all.
−Removed: If the equity and credit markets deteriorate, it may make any necessary financing more difficult, more costly, and more dilutive.
−Removed: Failure to secure any necessary financing in a timely manner and on favorable terms could impair our ability to achieve our growth strategy, could harm our financial performance and stock price, could require us to delay or abandon our business plans, and could require us to delay, limit, or substantially reduce our quantum computing development efforts.
−Removed: If we are unable to obtain sufficient capital we would be unable to fund our operations and may be required to evaluate alternatives, which could include dissolving and liquidating our assets in which case we may receive less than the value at which those assets are carried on our audited financial statements, and/or seeking protection under bankruptcy laws, and a determination to file for bankruptcy could occur at a time that is earlier than when we would otherwise exhaust our cash resources, and it is unclear to what extent we would be able to pay our obligations, and, accordingly, it is further unclear whether and to what extent any resources would be available for distribution to stockholders.
−Removed: This could potentially cause us to cease operations and result in a complete or partial loss of your investment in our securities.
−Removed: We cannot anticipate all of the ways in which the economic climate and financial market and geopolitical conditions could adversely impact our business.
−Removed: There can be no assurance that financing will be available to us on favorable terms, or at all.
−Removed: In addition, our ability to raise additional capital through the sale of securities could be significantly impacted by the resale of our securities by holders of our securities which could result in a significant decline in the trading price of our securities and potentially hinder our ability to raise capital at terms that are acceptable to us or at all.
We are in our early stages and have a limited operating history, which makes it difficult to forecast the future results of our operations.
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Our ability to generate revenues will largely be dependent on our ability to develop and produce quantum computers with increasing numbers of quantum bits (“qubits”) and with increasing levels of performance.
−Removed: As of the date hereof, we have deployed a quantum computer having 84 qubits with a 99.0% two-qubit gate fidelity utilizing iSWAP gates and 99.5% median two-qubit gate fidelity utilizing fSim gates based on internal testing.
+Added: As of the date hereof, we have deployed a quantum computer having 84 qubits with a 99.0% two-qubit gate fidelity (based on internal testing) and 36-qubit quantum computer with a 99.6% two-qubit median gate fidelity (based on internal testing) which utilizes our modular chip architecture.
We are still in the technology development phase.
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We have in the past failed to meet publicly announced milestones and may fail to meet projected technological milestones in the future.
−Removed: We have in the past changed our technology roadmap, including the anticipated milestones and timing thereof, including in each of the years ended 2018, 2022 and 2023.
−Removed: We may further update the technology roadmap in the future, including anticipated milestones and anticipated timeline for milestones.
+Added: We have in the past changed our technology roadmap, including the anticipated milestones and timing thereof, including in each of the years ended December 31, 2018, 2022, 2023 and 2025.
+Added: We may further update our technology roadmap in the future, including anticipated milestones and anticipated timeline for milestones.
Furthermore, we may be unable to achieve the milestones in our technology roadmap on their announced anticipated timeline or at all, including our next generation of modular system architecture, targeted qubit counts and fidelities.
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We have a history of operating losses and expect to incur significant expenses and continuing losses for the foreseeable future.
−Removed: We incurred net losses of $201.0 million and $75.1 million for the years ended December 31, 2024 and December 31, 2023, respectively.
+Added: We incurred net losses of $216.2 million and $201.0 million for the years ended December 31, 2025, and 2024, respectively.
As of December 31, 2025, we had an accumulated deficit of $771.0 million.
−Removed: We believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenue from our narrow quantum advantage or broad quantum advantage quantum computers, which may never occur.
−Removed: Even if our computers achieve narrow quantum advantage or broad quantum advantage, we may never become profitable.
−Removed: We may incur significantly higher losses in future periods as we, among other things, continue to incur significant expenses in connection with the design, development and manufacturing of our quantum computers;
−Removed: and as we expand our research and development activities;
+Added: We believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenue if we are able to achieve quantum advantage or LFTQC, which may never occur.
+Added: Even if our quantum computers were to achieve quantum advantage or LFTQC, we may never become profitable.
+Added: We may incur significantly higher losses in future periods as we, among other things:
+Added: continue to incur significant expenses in connection with the design, development and manufacturing of our quantum computers;
+Added: expand our research and development activities;
invest in manufacturing capabilities;
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Our business model is unproven and may never allow us to cover our costs.
−Removed: Our operating results may be adversely affected by unfavorable economic and market conditions.
−Removed: In the future we may be required to record significant charges for impairment of our long-lived assets, other assets or investments.
−Removed: An adverse change in market conditions, including a sustained decline in our stock price, negative changes to the Company’s position in the market, or lack of growth in demand for our products and services could be considered to be an impairment triggering event.
−Removed: Such changes in the future could impact valuation assumptions relating to the recoverability of assets and may result in impairment charges to our long-lived assets, other assets or investments, which would have a negative impact on our operating results and harm our business.
−Removed: There are inherent uncertainties in management’s estimates, judgments and assumptions used in assessing recoverability of intangible, and other long-lived assets.
−Removed: Any material changes in key assumptions, including failure to meet business plans, a deterioration in the U.S.
−Removed: and global financial markets, an increase in interest rates or an increase in the cost of equity financing by market participants within the industry or other unanticipated events and circumstances, may decrease our projected cash flows or increase discount rates and could potentially result in an impairment charge.
−Removed: From time to time, we may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our long-lived assets is determined, which might have a materially adverse impact on our business operations and our financial position or results of operations.
+Added: We will require a significant amount of cash for expenditures as we invest in ongoing research and development and business operations and may need additional capital sooner than planned to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available.
+Added: If we are unable to raise additional funding when needed, we may be required to delay, limit or substantially reduce our quantum computing development efforts.
+Added: Our business and future plans for expansion are capital-intensive, and the specific timing of cash inflows and outflows may fluctuate substantially from period to period.
+Added: We will require a significant amount of cash for expenditures as we invest in ongoing research and development and business operations.
+Added: For example, in addition to our continuing investment in our technology roadmap we may seek to significantly increase our capital expenditures, including to upgrade our current Fab-1 chip fabrication facility, and possibly invest in a new quantum chip fabrication facility, which would require a significant amount of cash for capital expenditures and increase our depreciation expense in future years.
+Added: The actual amounts we may be required to spend on these, and other matters may be greater and more significant than our expectations.
+Added: Further, pursuant to the Collaboration Agreement with Quanta, we agreed to invest at least $250 million in the field of quantum computing, in furtherance of our technology roadmap, over a five-year period commencing in February 2025.
+Added: We believe that our existing balances of cash, cash equivalents and available-for-sale investments will be sufficient to meet our anticipated operating cash needs for at least the next twelve months based on our current business plan, and expectations and assumptions considering current macroeconomic conditions.
+Added: Our operating plan may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations or other transactions.
+Added: For example, in the future, we may seek to significantly increase our capital expenditures, including to upgrade our chip fabrication facility, possibly invest in a new quantum chip fabrication facility and for additional quantum computing refrigerators, which would require a significant amount of cash for capital expenditures.
+Added: In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans.
+Added: Such financings may result in dilution to stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than Common Stock, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business.
+Added: Any funds we raise may not be sufficient to enable us to continue to implement our long-term business strategy.
+Added: Further, our ability to raise additional capital may be adversely impacted by worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States and current and future military conflicts and wars around the world including related sanctions and tariffs and trade protection measures.
+Added: There can be no assurance that deterioration in credit and financial markets and confidence in economic conditions will not occur.
+Added: A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for our products and services and our ability to raise additional capital when needed on acceptable terms, if at all.
+Added: If the equity and credit markets deteriorate, it may make any necessary financing more difficult, more costly, and more dilutive.
+Added: Failure to secure any necessary financing in a timely manner and on favorable terms could impair our ability to achieve our growth strategy, could harm our financial performance and stock price, could require us to delay or abandon our business plans, and could require us to delay, limit, or substantially reduce our quantum computing development efforts.
+Added: If we are unable to obtain sufficient capital we would be unable to fund our operations and may be required to evaluate alternatives, which could include dissolving and liquidating our assets in which case we may receive less than the value at which those assets are carried on our audited financial statements, and/or seeking protection under bankruptcy laws, and a determination to file for bankruptcy could occur at a time that is earlier than when we would otherwise exhaust our cash resources, and it is unclear to what extent we would be able to pay our obligations, and, accordingly, it is further unclear whether and to what extent any resources would be available for distribution to stockholders.
+Added: This could potentially cause us to cease operations and result in a complete or partial loss of your investment in our securities.
+Added: We cannot anticipate all the ways in which the economic climate and financial market and geopolitical conditions could adversely impact our business.
+Added: There can be no assurance that financing will be available to us on favorable terms, or at all.
+Added: In addition, our ability to raise additional capital through the sale of securities could be significantly impacted by the resale of our securities by holders of our securities which could result in a significant decline in the trading price of our securities and potentially hinder our ability to raise capital at terms that are acceptable to us or at all.
We may not be able to scale our business quickly enough to meet customer and market demand, which could result in lower profitability or cause us to fail to execute on our business strategies.
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Commercial traction of quantum computing technology may never occur.
−Removed: As noted above, there are significant technological challenges associated with developing, producing, marketing and selling products and services in the advanced technology industry, including our products and services, and we may not be able to resolve all of the difficulties that may arise in a timely or cost-effective manner, or at all.
−Removed: We may not be able to cost effectively manage production at a scale or quality consistent with customer demand in a timely or economic manner.
+Added: We may not be able to cost effectively manage production at a scale or quality consistent with customer demand in a timely or cost-effective manner.
Our ability to scale is dependent also upon components we must source from multiple industries including:
−Removed: from the electronics and semi-conductor industries with low-noise microwave components, CPUs, GPUs, FPGAs;
−Removed: from the cryogenic industry with dilution refrigerators and associated helium gas products;
−Removed: and from the semiconductor industry with silicon wafers and other specialty materials, tooling and measurement equipment.
−Removed: Shortages or supply interruptions in any of these components will have an adverse impact on our ability to deliver revenues.
+Added: the electronics and semi-conductor industries with low-noise microwave components, CPUs, GPUs, FPGAs;
+Added: the cryogenic industry with dilution refrigerators and associated helium gas products;
+Added: and the semiconductor industry with silicon wafers and other specialty materials, tooling and measurement equipment.
+Added: Shortages or supply interruptions in any of these components will have an adverse impact on our business.
If large-scale development of our quantum computers commences, our computers may contain defects in design and manufacture that may cause them to not perform as expected or that may require repair and design changes.
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If defects in our technology lead to erroneous outputs, third parties relying on those outputs may draw from them erroneous conclusions, creating a risk that we will be liable to those third parties.
−Removed: If we cannot evolve and scale our business and operations effectively, we may not be able to execute our business strategies in a cost-effective manner and our business, financial condition, profitability and results of operations could be adversely affected.
Even if the market in which we compete achieves its anticipated growth levels, our business could fail to grow at similar rates, if at all.
−Removed: Our success will depend upon our ability to expand, scale our operations, and increase our sales and support capability.
−Removed: Even if the market in which we compete meets the size estimates and growth forecasted, our business could fail to grow at similar rates, if at all.
−Removed: Our growth is dependent upon our ability to successfully sell quantum computers, expand our solutions and services, retain customers, bring in new customers and retain critical talent.
−Removed: Unforeseen issues associated with scaling up and constructing quantum computing technology at commercially viable levels could have a negative impact on our business, financial condition and results of operations.
−Removed: Our growth is dependent upon our ability to successfully market and sell our quantum computers, and quantum computing services and solutions.
+Added: Our growth is dependent upon our ability to successfully market and sell quantum computers and quantum computing services and solutions, expand our solutions and services, retain customers, bring in new customers and retain critical talent.
We do not have experience with the large-scale production and sale of quantum computing technology.
Our growth and long-term success will depend upon the development of our sales and retention capabilities.
+Added: Unforeseen issues associated with scaling up and constructing quantum computing technology at commercially viable levels could have a negative impact on our business, financial condition and results of operations.
Moreover, because of our unique technology, our customers will require particular support and service functions, some of which are not currently available, and may never be available.
−Removed: If we experience delays in adding such support capacity or servicing our customers efficiently or experiencing unforeseen issues with the reliability of our technology, we could overburden our servicing and support capabilities.
+Added: If we experience delays in adding such support capacity or servicing our customers efficiently or experience unforeseen issues with the reliability of our technology, we could overburden our servicing and support capabilities.
Similarly, increasing the number of our products and services would require us to rapidly increase the availability of these services.
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This expansion will place a significant strain on our management, operational and financial resources.
−Removed: For example, expansion of and upgrades to our Fab 1 facility is continual and ongoing, and we may not complete the expansion and upgrades on terms originally anticipated, in a timely manner or at all, which could have a material impact on our business, financial condition or results of operations.
−Removed: Expansion and upgrades require significant cash investments and management resources and there is no guarantee that they will generate additional sales of our products or services, or that we will be able to avoid cost overruns or be able to hire additional personnel to support us.
+Added: For example, expansion of and upgrades to our Fab-1 facility is continual and ongoing, and we may not complete the expansion and upgrades on terms originally anticipated, in a timely manner or at all, or we may decide to construct a new fabrication facility, both of which could have a material impact on our business, financial condition or results of operations.
+Added: Expansion and upgrades or construction of a new fabrication facility requires significant cash investments and management resources and there is no guarantee that they will generate additional sales of our products or services, or that we will be able to avoid cost overruns or be able to hire additional personnel to support us.
In addition, we also need to ensure our compliance with regulatory requirements in various jurisdictions applicable to the sale, installation and servicing of our products.
−Removed: To manage the growth of our operations and personnel, we must establish, and maintain appropriate and scalable operational and financial systems, procedures and controls and establish and maintain a qualified finance, administrative and operations staff.
+Added: To manage the growth of our operations and personnel, we must establish and maintain appropriate and scalable operational and financial systems and procedures and controls, and establish and maintain a qualified finance, administrative and operations staff.
We may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and exploit potential strategic relationships and market opportunities.
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Similar rules apply under state tax laws.
−Removed: Our ability to utilize our federal net operating loss carryforwards, federal research and development tax credit carryforwards and other tax attributes to offset future taxable income or tax liabilities is limited because of prior ownership changes, including changes in connection with the Business Combination (as described in Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K) and other transactions, and may be further limited in the future if additional ownership changes occur.
+Added: Our ability to utilize our federal net operating loss carryforwards, federal research and development tax credit carryforwards and other tax attributes to offset future taxable income or tax liabilities is limited because of prior ownership changes and may be further limited in the future if additional ownership changes occur.
See Note 16 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for information regarding our federal net operating loss carryforwards, federal research and development tax credit carryforwards and other tax attributes.
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Risks Related to Our Business and Industry
−Removed: We have not produced quantum computers with high qubit counts or at volume and we face significant barriers in our attempts to produce quantum computers, including the need to invent and develop new technology.
−Removed: If we cannot successfully overcome those barriers, our business will be negatively impacted and could fail.
−Removed: Producing quantum computers is a difficult undertaking.
−Removed: There are significant engineering challenges that we must overcome to build our quantum computers.
−Removed: We are still in the development stage and face significant challenges in completing development of our quantum computers and in producing quantum computers in sufficient volumes.
+Added: We face significant technical and engineering challenges in completing the development of our quantum computers, producing our quantum computers at scale, achieving our targeted performance milestones, and realizing quantum advantage or LFTQC, any of which if not accomplished would adversely impact our business, financial condition, and results of operations.
+Added: Producing quantum computers is a difficult undertaking, and there are significant engineering challenges that we must overcome to build our quantum computers.
Some of the development challenges that could prevent the introduction of our quantum computers include, but are not limited to, failure to find scalable ways to manipulate qubits, failure to reduce error rates, failure to transition quantum systems to leverage low-cost components, and failure to realize multi-chip quantum computer technology.
−Removed: Even if we complete development and achieve volume production of our quantum computers, if the cost, accuracy, performance characteristics or other specifications of our quantum computers fall short of our expectations, our business, financial condition and results of operations would be adversely affected.
−Removed: Any future generations of hardware and software developed to demonstrate narrow quantum advantage and broad quantum advantage, each of which is an important anticipated milestone for our technology roadmap and commercialization, may not occur on our anticipated timeline or at all.
−Removed: Our successful execution of our technology roadmap is based on the development of multiple generations of quantum computing systems and the achievement of our targeted qubit counts and fidelities, including hardware that demonstrates narrow quantum advantage and broad quantum advantage, each of which is an important anticipated milestone for our technology roadmap and commercialization.
+Added: Our successful execution of our technology roadmap is based on the development of multiple generations of quantum computing systems and the achievement of our targeted qubit counts and fidelities, including hardware that demonstrates quantum advantage and LFTQC, each of which is an important anticipated milestone for our technology roadmap and commercialization.
The future success of our technology roadmap will depend upon our ability to continue to increase the number of qubits and decrease error rates in subsequent generations of our quantum computers.
−Removed: If we are unable to achieve the increase in the number of qubits or decrease in error rates on the timeframe that we anticipate, the availability of future generations of quantum computer systems may be materially delayed or may never occur.
+Added: Quantum advantage is the point at which quantum computers can solve a practical problem that would be physically impossible to solve on a classical computer.
+Added: LFTQC is when quantum computing systems are available with hundreds of logical qubits, which can be universally controlled and measured with substantially error-free operation through the full course of a quantum computation.
+Added: No current quantum computers, including our quantum hardware, have reached quantum advantage or LFTQC, and may never reach QA or LFTQC.
+Added: Achieving QA or LFTQC will be critical to the success of any quantum computing company, including ours.
+Added: However, achieving QA would not necessarily lead to commercial viability of the technology that accomplished such advantage, nor would it mean that such system could outperform classical computers in tasks other than the one used to determine a QA.
+Added: In addition, the definitions and expectations with respect to what constitutes QA and LFTQC, including the anticipated stages of quantum technology maturation, may continue to evolve and may also diverge from others in the industry.
+Added: Quantum computing technology, including QA and LFTQC, may take years or decades to be realized, if ever.
+Added: In addition, the standards by which we measure our progress may be based on assumptions and expectations that are not accurate or that may change as quantum computing evolves.
+Added: For example, we measure the performance of our systems by gate fidelity and median gate speed, among other ways, as part of our internal testing.
+Added: There may be other measures that are utilized in the future to measure our progress and the progress of others in the industry and, therefore, undue reliance should not be placed on our current performance measures.
+Added: Further, we currently utilize different types of gates, including CZ and iSWAP, and may, in the future, choose different gate sets.
+Added: At the moment, there is no standard set of gates agreed on in the industry, and there may never be.
+Added: Furthermore, other standards for measurement may emerge to measure quantum gate fidelity or performance of quantum computers generally.
+Added: Accordingly, undue reliance should not be placed on the fidelity measures that we present.
+Added: If we are unable to achieve an increase in the number of qubits or decrease in error rates on the timeframe that we anticipate, the availability of future generations of quantum computer systems may be materially delayed or may never occur.
In the past we have failed to meet publicly announced milestones and may fail to meet projected milestones in the future.
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See “ We are in our early stages and have a limited operating history, which makes it difficult to forecast our future results of operations.
−Removed: If our computers fail to achieve quantum advantage, our business, financial condition and future prospects may be harmed.
−Removed: Moreover, the standards by which we measure our progress may be based on assumptions and expectations that are not accurate or that may change as quantum computing evolves.
−Removed: Quantum advantage refers to the moment when a quantum computer can compute faster than traditional computers, while quantum supremacy is achieved once quantum computers are powerful enough to complete calculations that traditional supercomputers cannot perform at all.
−Removed: Narrow quantum advantage is when a quantum computer is able to solve practical problems in production workloads with improved accuracy, speed or cost.
−Removed: Broad quantum advantage is when quantum advantage is seen in many applications and developers prefer quantum computers to a traditional computer.
−Removed: No current quantum computers, including our quantum hardware, have reached broad quantum advantage, and may never reach such advantage.
−Removed: Achieving narrow quantum advantage and broad quantum advantage will be critical to the success of any quantum computing company, including ours.
−Removed: However, achieving quantum advantage would not necessarily lead to commercial viability of the technology that accomplished such advantage, nor would it mean that such system could outperform classical computers in tasks other than the one used to determine a quantum advantage.
−Removed: In addition, the definitions and expectations with respect to what constitutes quantum advantage, including the anticipated stages of quantum technology maturation, may continue to evolve and may also diverge from others in the industry.
−Removed: Quantum computing technology, including narrow quantum advantage and broad quantum advantage, may take years or decades to be realized, if ever.
−Removed: In addition, the standards by which we measure our progress may be based on assumptions and expectations that are not accurate or that may change as quantum computing evolves.
−Removed: For example, we measure the performance of our systems by gate fidelity and median gate speed, among other ways, and utilized iSWAP gates and fSIM gates as part of our internal testing.
−Removed: To the extent others utilize the same gates in fidelity testing, they may apply the test differently and therefore there may be no comparability between such results.
−Removed: There may be other measures that are utilized in the future to measure our progress and the progress of others in the industry and therefore undue reliance should not be placed on our current performance measures.
−Removed: If we cannot develop quantum computers that have quantum advantage, customers may not continue to purchase our products and services.
−Removed: If other companies’ quantum computers reach narrow quantum advantage or broad quantum advantage prior to the time we reach such capabilities, it could lead to a loss of customers.
−Removed: If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations.
+Added: We have in the past failed to meet publicly announced milestones and may fail to meet projected technological milestones in the future.
+Added: In addition, we have in the past changed our technology roadmap, including the anticipated milestones and timing thereof.
+Added: Even if we complete development and achieve volume production of our quantum computers, if the cost, accuracy, performance characteristics or other specifications of our quantum computers fall short of our expectations, our business, financial condition and results of operations would be adversely affected.
We may expend our resources to pursue particular products, designs, sectors or investments and we may fail to capitalize on such products, designs, sectors or investments and/or forego other products, designs, sectors or investments that may have been more profitable or for which there may have been a greater likelihood of success.
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We may fail to capitalize on the products, designs, sectors, or investments we choose to pursue, and our resource allocation decisions may cause us to forego viable or more profitable products, designs, sectors or investments, which would have an adverse effect on our business, prospects and financial results.
−Removed: The quantum computing industry is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers.
+Added: The quantum computing industry is in its early stages and volatile and is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers.
The markets in which we operate are rapidly evolving and highly competitive.
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In addition, other competitors might be able to compete with us by bundling their other products in a way that does not allow us to offer a competitive solution.
−Removed: Additionally, we must be able to achieve our objectives in a timely manner such that we don’t lose ground to competitors, including competing technologies.
+Added: Further, our competitors may win government contracts, and we may not.
+Added: Additionally, we must be able to achieve our objectives in a timely manner such that we do not lose ground to competitors, including competing technologies.
For example, our competitors may achieve certain narrow and/or broad quantum milestones faster than us, which may negatively impact our business and prospects.
1 unchanged sentence
Any failure to achieve objectives in a timely manner could adversely affect our business, operating results and financial condition.
−Removed: For all of these reasons, competition may have a negative impact our ability to maintain and grow consumption of our platform or put downward pressure on our prices and gross margins, any of which could materially harm our reputation, business, results of operations, and financial condition.
+Added: In addition, the market for quantum computers is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing customer demands and behaviors.
+Added: If the market for quantum computers in general does not develop as expected, develops more slowly than expected, develops in a manner that does not require use of our quantum computers, encounters negative publicity or if our quantum computers do not drive commercial engagement, then our business, prospects, financial condition and operating results could be harmed.
+Added: If our clients and partners do not perceive the benefits of quantum computer solutions, or if our solutions do not drive member engagement, then demand for our products may not develop at all, or it may develop slower than we expect.
+Added: If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations.
+Added: If progress towards quantum advantage ever slows relative to expectations, it could adversely impact revenues and customer confidence to continue to pay for testing, access and “quantum readiness.” This would harm or even eliminate revenues in the period before quantum advantage.
+Added: For all of these reasons, the development of the market for quantum computers and competition may have a negative impact on our ability to maintain and grow demand for our platform or put downward pressure on our prices and gross margins, any of which could materially harm our reputation, business, results of operations, and financial condition.
We depend on a limited number of customers for a significant percentage of our revenue and the loss or temporary loss of a major customer for any reason could harm our financial condition.
1 unchanged sentence
Revenue from U.S.
−Removed: government entities accounted for 54.2% and 74.2% of our total revenue for the years ended December 31, 2024, and December 31, 2023, respectively.
+Added: government entities accounted for 48.0% and 54.2% of our total revenue for the years ended December 31, 2025 and 2024, respectively.
Because of the concentrated nature of our customer base, our quarterly revenue and results of operations may fluctuate from quarter to quarter and are difficult to estimate, and any delay, reduction or cancellation of orders or services rendered or any acceleration or delay in anticipated purchases or grants and awards by our larger customers could materially affect our revenue and results of operations in any quarterly period.
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A significant portion of our revenue currently depends on contracts with the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business.
−Removed: We derive a significant portion of our revenue from contracts with U.S.
−Removed: federal and foreign governments and government agencies, and we believe that the success and growth of our business will continue to depend on our successful procurement of government contracts.
We have historically derived, and expect to continue to derive, a significant portion of our revenue from contracts with agencies of the U.S.
federal and foreign governments, either directly by us or through other government contractors.
−Removed: For the year ended December 31, 2024 and 2023, respectively, sales to government entities comprised 89.4% and 80.9% of our total revenue, respectively.
−Removed: Contracts with government agencies are subject to a number of challenges and risks.
+Added: For the years ended December 31, 2025, and 2024, sales to government entities comprised 90.2% and 89.4% of our total revenue, respectively.
+Added: Sales to government agencies involve risks that may not be present (or that are present to a lesser extent) with sales to non-governmental agencies.
The bidding process for government contracts can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate revenue.
+Added: These entities may also have increased purchasing power and leverage in negotiating contractual arrangements with us, as well as longer sales cycles, which brings the associated risk that substantial time and resources may be spent on a potential customer that elects not to purchase our products or services.
+Added: Sales to government agencies are often fixed fee development contracts, which involve additional risks.
We also must comply with laws and regulations relating to the formation, administration, and performance of contracts, which provide public sector customers with rights, many of which are not typically found in commercial contracts.
+Added: For instance, government contracts generally include the ability of government agencies to terminate early which, if exercised, would result in a lower contract value and lower the anticipated revenue generated by such arrangement.
+Added: See “ Contracts with U.S.
+Added: government entities subject us to risks including early termination, audits, investigations, sanctions and penalties .” Our contracts with government agencies are typically structured in phases, with each phase subject to satisfaction of certain conditions.
+Added: As a result, the actual scope of work performed pursuant to any such contracts, in addition to related contract revenue, could be less than total contract value.
+Added: In addition, product purchases by such organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays.
+Added: Finally, these organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility.
+Added: All of these factors can add further risk to business conducted with these potential customers and could lead to lower revenue results than originally anticipated.
In addition, our perceived relationship with the U.S.
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Accordingly, our business, financial condition, results of operations, and growth prospects may be adversely affected by certain events or activities, including, but not limited to:
−Removed: ● Changes in government fiscal or procurement policies, or decreases in government funding available for procurement of goods and services generally, or for our federal government contracts specifically;
+Added: ● Changes in government fiscal or procurement policies or government programs or applicable requirements, or decreases in government funding available for procurement of goods and services generally, or for our federal government contracts specifically;
● Government entities exercising termination for convenience rights on our existing government contracts with such government entities;
−Removed: ● Changes in government programs or applicable requirements;
−Removed: ● Restrictions in the grant of personnel security clearances to our employees;
+Added: ● Restrictions on the grant of personnel security clearances to our employees;
● Ability to maintain facility clearances required to perform on classified contracts for U.S.
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● Changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding;
−Removed: ● Changes in the government’s attitude towards the capabilities that we offer;
−Removed: ● Changes in the government’s attitude towards us as a company or our platforms;
−Removed: ● Appeals, disputes, or litigation relating to government procurement, including but not limited to bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government;
+Added: ● Changes in the government’s attitude towards the capabilities that we offer, or us as a company or our platforms;
+Added: ● Appeals, disputes, or litigation relating to government procurement, including bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government;
● The adoption of new laws or regulations or changes to existing laws or regulations;
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Our ability to commercialize our quantum computers in the future may be dependent upon our relationships with cloud providers.
−Removed: We currently offer access to quantum computing as a service (“Quantum Computing as a Service” or “QCaaS”), both directly to our end users with our own Quantum Cloud Services and indirectly to end users through public cloud providers such as Amazon Braket and Microsoft Azure Quantum who integrate our QCS into their own quantum computing platforms.
−Removed: These public cloud partners operate a service in direct competition with our providing direct access to QCS.
−Removed: In addition, we intend to partner with additional partners to provide access to our QCaaS.
−Removed: Cloud computing partnerships could be terminated, or not scale as anticipated, or even at all.
+Added: We currently offer access to quantum computing as a service (“Quantum Computing as a Service” or “QCaaS”), both directly to our end users with our own Quantum Cloud Services (“QCS”) and indirectly to end users through public cloud providers such as Amazon Braket (“AWS”) and Microsoft Azure Quantum (“Azure”), who integrate our QCS into their own quantum computing platforms.
+Added: These public cloud providers operate a service in direct competition with our providing direct access to QCS.
+Added: In addition, we intend to partner with additional providers to provide access to our QCaaS.
+Added: Cloud computing partnerships could be terminated, or not scale as anticipated, or at all.
There is risk that one or more of the public cloud providers, such as AWS and Azure, could use their respective control of their public clouds to control market pricing of the services, restrict access, embed innovations or privileged interoperating capabilities in competing products, bundle competing products and leverage their public cloud customer relationships to exclude us from opportunities.
−Removed: Further, they have the resources to acquire or partner with existing and emerging providers of competing technology and thereby accelerate adoption of those competing technologies.
−Removed: All of the foregoing could make it difficult or impossible for us to provide products and services that compete favorably with those of the public cloud providers.
+Added: Further, these public cloud providers have the resources to acquire or partner with existing and emerging providers of competing technology and thereby accelerate adoption of those competing technologies, all of which could make it difficult or impossible for us to provide products and services that compete favorably with those of the public cloud providers.
+Added: Any material change in our contractual and other business relationships with our cloud providers could result in reduced use of our systems, increased expenses, including service credit obligations, and harm our brand and reputation, any of which could have a material adverse effect on our business, financial condition and results of operations.
Further, if our contractual and other business relationships with our partners are terminated, either by the counterparty or by us, suspended or suffer a material change to which we are unable to adapt, such as the elimination of services or features on which we depend, we would be unable to provide our QCaaS business at the same scale and would experience significant delays and incur additional expense in transitioning customers to a different public cloud provider.
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Any material change in our contractual and other business relationships with our partners, could result in reduced use of our systems, increased expenses, including service credit obligations, and harm to our brand and reputation, any of which could have a material adverse effect on our business, financial condition and results of operations.
−Removed: We rely on access to high performance third party classical computing through public clouds, high performance computing centers and on-premises computing infrastructure to deliver performant quantum solutions to customers.
−Removed: We may not be able to maintain high quality relationships and connectivity with these resources which could make it harder for us to reach customers or deliver solutions in a cost-effective manner.
−Removed: Our QCS incorporates high performance classical computing through public clouds to provide services to end users and our partners.
−Removed: These services are predominantly on AWS.
−Removed: Any material change in our contractual and other business relationships with AWS or other cloud providers, could result in reduced use of our systems, increased expenses, including service credit obligations, and harm our brand and reputation, any of which could have a material adverse effect on our business, financial condition and results of operations.
−Removed: Further, if our contractual and other business relationships with our partners are terminated, either by the counterparty or by us, suspended or suffer a material change to which we are unable to adapt, such as the elimination of services or features on which we depend, we would be unable to provide our QCaaS business at the same scale and would experience significant delays and incur additional expense in transitioning customers to a different public cloud provider.
We depend on certain suppliers to source products.
Failure to maintain our relationship with any of these suppliers, or a failure to replace any of these suppliers, could have a material adverse effect on our business, financial position, results of operations and cash flows.
−Removed: We buy our products and supplies from suppliers that manufacture and source products from the United States and abroad.
−Removed: We enter into agreements with many of our suppliers that provide us with exclusive or restrictive distribution rights, limiting our competitors’ ability to source materials from such suppliers.
−Removed: Our ability to identify and develop relationships with qualified suppliers and enter into exclusive or restrictive distribution rights agreements with suppliers who can satisfy our standards for quality and our need to access products and supplies in a timely and efficient manner is a significant challenge.
+Added: Our ability to identify and develop relationships with qualified suppliers on commercial reasonable terms or at all who can satisfy our standards for quality and our need to access products and supplies in a timely and efficient manner is a significant challenge.
Any failure to maintain our relationship with any of our key suppliers, or a failure to replace any such supplier that is lost, could have a material adverse effect on our business, financial position, results of operations and cash flows.
We may be required to replace a supplier if their products do not meet our quality or safety standards.
−Removed: In addition, our suppliers could discontinue selling products at any time for reasons that may or may not be in our control or the suppliers’ control, including shortages of raw materials, environmental and social supply chain issues, pandemic, labor disputes or weather conditions.
+Added: In addition, our suppliers could face reductions or interruptions in supply, or discontinue selling products at any time for reasons that may or may not be in our control or the suppliers’ control, including shortages of raw materials, environmental and social supply chain issues, global supply chain disruptions, pandemic, labor disputes or weather conditions.
Disruptions in transportation lines or ongoing military conflicts and wars around the world, including related sanctions, may also cause global supply chain issues that affect us or our suppliers.
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Any delay or unavailability of key products required for our development activities could delay or prevent us from further developing our systems and applications on our expected timelines or at all.
−Removed: Additionally, our business, financial position, results of operations and cash flows could be materially and adversely affected by our inability to continue sourcing products from our suppliers.
−Removed: A weak or declining economy could strain our suppliers, possibly resulting in supply disruption.
+Added: Additionally, our business, financial position, results of operations and cash flows could be materially and adversely affected by our inability to continue sourcing products from our suppliers or as a result of issues in our supply chain.
+Added: A weak or declining economy (including risks such as increased freight charges, raw material costs, electrical power costs and other associated expenses) could strain our suppliers, possibly resulting in supply disruption.
In addition, there is a risk that our current or future suppliers, service providers, manufacturers or other partners may not survive such difficult economic times, which could directly affect our ability to attain our operating goals on schedule and on budget.
−Removed: Although we seek to have alternate sources and recover increases in input costs through price increases in our products, shortages, supply chain interruptions or regulatory changes or other governmental actions could result in the need to change suppliers or incur cost increases that cannot, in the short term, or in some cases even in the long-term, be offset by our prices.
+Added: Further, a failure to develop our supply chain management capabilities and recruit and retain qualified professionals, and a failure on our part to appropriately cancel, reschedule or adjust our requirements based on our business needs, could have an adverse impact on the availability of the supplies necessary to develop and manufacture our quantum computing solutions.
We have and may in the future enter into collaboration agreements and similar arrangements with third parties for the manufacturing of our products, and these agreements and similar arrangements may never achieve their anticipated goals, which may have a materially adverse impact on our business operations and our financial position or results of operations.
−Removed: We may enter into agreements with third parties for the manufacture and development of components for our current and future quantum computers.
−Removed: For example, in February 2025, one of our wholly-owned subsidiaries entered into the Collaboration Agreement with Quanta for the development of certain components to be incorporated into our current and future quantum computers.
−Removed: However, no statements of work were entered into by the parties in connection with the entry into the Collaboration Agreement, and there can be no assurance that we will ever enter into a statement of work with Quanta pursuant to the Collaboration Agreement.
−Removed: If no statement of work has been entered into by December 31, 2025, either party may terminate the Collaboration Agreement.
−Removed: In that instance, or if statements of work are entered into but do not achieve the anticipated results, we may never realize the anticipated benefits of the Collaboration Agreement.
−Removed: In addition, pursuant to the Collaboration Agreement, each of the parties agreed to invest at least $250 million over the next five years in the field of quantum computing (and Quanta’s investment will be towards personnel and capital expenditures for developing products and services and manufacturing capability in furtherance of the Rigetti Sub product roadmap).
−Removed: If the Collaboration Agreement is terminated before Quanta fulfills any or all of its investment commitment, we may not receive the anticipated benefits from the Collaboration Agreement.
−Removed: Further, we also entered into the Securities Purchase Agreement with Quanta in connection with the Collaboration Agreement, pursuant to which Quanta agreed to purchase in a private placement transaction certain shares of our common stock for an aggregate value of approximately $35 million (the “Private Placement”).
−Removed: However, the closing of the Private Placement is subject to, among other things, the expiration of a 30-day waiting period after our submission of a classification request to the Bureau of Industry and Security of the Department of Commerce (the “BIS Clearance”).
−Removed: If the BIS Clearance is not obtained by December 31, 2025, the Securities Purchase Agreement may be terminated by either party;
−Removed: in the event of such termination, the Collaboration Agreement may also be terminated by either party.
−Removed: If any of the termination events were to occur, we may never close the Private Placement and/or we may never realize the anticipated benefits of the Collaboration Agreement, which may have a materially adverse impact on our business operations and our financial position or results of operations.
−Removed: We may face unknown supply chain issues that could delay the development or introduction of our products and negatively impact our business and operating results.
−Removed: We are reliant on third-party suppliers for components necessary to develop and manufacture our quantum computing solutions.
−Removed: Any of the following factors (and others) could have an adverse impact on the availability of these components:
−Removed: ● our inability to enter into agreements with suppliers on commercially reasonable terms, or at all;
−Removed: ● difficulties of suppliers ramping up their supply of materials to meet our requirements;
−Removed: ● a significant increase in the price of one or more components, including due to industry consolidation occurring within one or more component supplier markets or as a result of decreased production capacity at manufacturers;
−Removed: ● any reductions or interruption in supply, including disruptions to our global supply chain as a result of the ongoing military conflicts and wars around the world and sanctions related thereto (including as a result of disruptions in global shipping, the transport of products, energy supply, cybersecurity incidents and banking systems as well as our ability to control input costs) or otherwise;
−Removed: ● financial problems of either manufacturers or component suppliers;
−Removed: ● significantly increased freight charges, raw material costs, rising electrical power costs and other expenses associated with our business;
−Removed: ● other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components to us on a timely basis;
−Removed: ● a failure to develop our supply chain management capabilities and recruit and retain qualified professionals;
−Removed: ● a failure to adequately authorize procurement of inventory by our contract manufacturers;
−Removed: ● a failure to appropriately cancel, reschedule or adjust our requirements based on our business needs.
−Removed: If any of the aforementioned factors were to materialize, it could negatively impact our research and development efforts or cause us to halt production of our quantum computing solutions and/or entail higher manufacturing costs, any of which could materially adversely affect our business, operating results, and financial condition and could materially damage customer relationships.
−Removed: Even if we are successful in developing quantum computing systems and executing our strategy, competitors in the industry may achieve technological breakthroughs which render our quantum computing systems obsolete or inferior to other products.
−Removed: Our continued growth and success depends on our ability to innovate and develop quantum computing technology in a timely manner and effectively market these products.
−Removed: Without timely innovation and development, our quantum computing solutions could be rendered obsolete or less competitive by changing customer preferences or because of the introduction of a competitor’s newer technologies.
−Removed: We believe that many competing technologies will require a technological breakthrough in one or more problems related to science, fundamental physics or manufacturing.
−Removed: While it is uncertain whether such technological breakthroughs will occur in the next several years, that does not preclude the possibility that such technological breakthroughs could eventually occur.
−Removed: Any technological breakthroughs which render our technology obsolete or inferior to other products, could have a material effect on our business, financial condition or results of operations.
−Removed: We may be unable to reduce the cost of developing our quantum computers, which may prevent us from pricing our quantum systems competitively.
−Removed: The success of our business is dependent upon the cost per qubit decreasing over the next several years as our quantum computers advance, which is based on achieving anticipated economies of scale related to demand for our computer systems, technological innovation and negotiations with third-party parts suppliers.
−Removed: If we do not achieve economies of scale or if the anticipated cost savings do not materialize, we may be unable to achieve a lower cost per qubit, which would make our quantum computing solution less competitive than those produced by our competitors and could have a material adverse effect on our business, financial condition or results of operations.
−Removed: Due to macroeconomic headwinds, including inflation, we have experienced and may continue to experience increased costs, including with respect to labor and products.
−Removed: The quantum computing industry is in its early stages and volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our quantum computing solutions, if it encounters negative publicity or if our solution does not drive commercial engagement, the growth of our business will be harmed.
−Removed: The nascent market for quantum computers is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing customer demands and behaviors.
−Removed: If demand for quantum computers in general does not develop as expected, or develops more slowly than expected, our business, prospects, financial condition and operating results could be harmed.
−Removed: In addition, our growth and future demand for our products is highly dependent upon the adoption by developers and customers of quantum computers, as well as on our ability to demonstrate the value of quantum computing to our customers.
−Removed: Delays in future generations of our quantum computers or technical failures at other quantum computing companies could limit acceptance of our solutions.
−Removed: Negative publicity concerning our solutions or the quantum computing industry as a whole could limit acceptance of our solutions.
−Removed: We believe quantum computing will solve many large-scale problems.
−Removed: However, such problems may never be solvable by quantum computing technology.
−Removed: If our clients and partners do not perceive the benefits of our solutions, or if our solutions do not drive member engagement, then demand for our products may not develop at all, or it may develop slower than we expect.
−Removed: If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations.
−Removed: If progress towards quantum advantage ever slows relative to expectations, it could adversely impact revenues and customer confidence to continue to pay for testing, access and “quantum readiness.” This would harm or even eliminate revenues in the period before quantum advantage.
+Added: We rely on our current collaborative partners and third parties and may rely heavily on future collaborative partners and third parties to develop key, relevant algorithms and programming to make our quantum systems commercially viable.
+Added: We have entered into, and may enter into, strategic partnerships to develop and commercialize our current and future research and development programs with other companies for purposes such as:
+Added: obtaining expertise;
+Added: obtaining sales and marketing services and/or support;
+Added: obtaining equipment and facilities;
+Added: developing relationships with potential future customers;
+Added: and generating revenue.
+Added: For example, in February 2025, we entered into the Collaboration Agreement with Quanta for the development of certain components to be incorporated into our current and future quantum computers.
+Added: If our work with Quanta does achieve the anticipated results, we may never realize the anticipated benefits of the Collaboration Agreement.
+Added: In addition, pursuant to the Collaboration Agreement, each of the parties agreed to invest at least $250 million over the next five years in the field of quantum computing (and Quanta’s investment will be towards personnel and capital expenditures for developing products and services and manufacturing capability in furtherance of our product roadmap).
+Added: If the Collaboration Agreement is terminated before Quanta fulfills any or all of its investment commitment for any reason, we may not receive the anticipated benefits from the Collaboration Agreement.
+Added: Further, we may not be successful in establishing or maintaining suitable partnerships in the future, and we may not be able to negotiate other collaboration agreements having satisfactory terms to us, or at all.
+Added: Failure to make or maintain these arrangements or a delay or failure in a future collaborative partner’s performance under any such arrangements could harm our business and financial condition.
+Added: Our ability to compete successfully depends on continuous innovation, timely execution of our strategy, and achieving cost reductions and failure to do so could render our quantum computing systems obsolete or less competitive.
+Added: The quantum computing market is characterized by rapid technological change, changing user requirements, uncertain product lifecycles and evolving industry standards.
+Added: Our future success depends on our ability to continue to innovate and increase customer adoption of our quantum solutions.
+Added: If we are unable to enhance our quantum computing systems to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, with better functionality, more conveniently, or more securely than our platform, our business, financial condition and results of operations could be adversely affected.
+Added: Even if we successfully develop our quantum computing solution and executing our strategy, customer preferences may change, or competitors may achieve technological breakthroughs in science, physics, or manufacturing that render our technology obsolete or inferior.
+Added: While it is uncertain whether such breakthroughs will occur in the near term, they may occur eventually, and any such advancement could materially impact our business, financial condition or results of operations.
+Added: Our competitiveness also depends on our ability to reduce the cost per qubit over time, which assumes we will be able to achieve economies of scale related to demand for our computer systems, benefit from technological innovation, and negotiate favorable terms with third-party parts suppliers.
+Added: If these anticipated cost savings do not materialize, we may be unable to achieve a lower cost per qubit, or if macroeconomic pressures such as inflation continue to increase labor and materials costs, we may be unable to price our quantum computers competitively, and this could have a material adverse effect on our business, financial condition or results of operations.
We could suffer disruptions, outages, defects and other performance and quality problems with our quantum computing systems, our production technology partners or with the public cloud, data centers and internet infrastructure on which we rely.
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Any disruptions, outages, defects and other performance and quality problems with our quantum computing systems or with the public cloud and internet infrastructure on which we rely, could result in reduced use of our systems, increased expenses, including service credit obligations, and harm to our brand and reputation, any of which could have a material adverse effect on our business, financial condition and results of operations.
−Removed: If we cannot successfully execute our strategy, including in response to changing customer needs and new technologies and other market requirements, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed.
−Removed: The quantum computing market is characterized by rapid technological change, changing user requirements, uncertain product lifecycles and evolving industry standards.
−Removed: We believe that the pace of innovation will continue to accelerate as technology changes and different approaches to quantum computing mature on a broad range of factors, including system architecture, error correction, performance and scale, ease of programming, user experience, markets addressed, types of data processed, and data governance and regulatory compliance.
−Removed: Our future success depends on our ability to continue to innovate and increase customer adoption of our quantum solutions.
−Removed: If we are unable to enhance our quantum computing systems to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, with better functionality, more conveniently, or more securely than our platform, our business, financial condition and results of operations could be adversely affected.
We are highly dependent on our ability to attract and retain senior executive leadership and other key employees, such as quantum physicists, software engineers and other key technical employees, which is critical to our success.
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As we build our brand and become more well known, there is an increased risk that competitors or other companies may seek to hire our personnel.
−Removed: The loss of the services provided by these individuals will have an adverse impact on the achievement of our business strategy.
−Removed: These individuals could leave our employment at any time, as they are “at will” employees.
−Removed: A loss of a member of senior management, or an engineer or other key employee particularly to a competitor, could also place us at a competitive disadvantage.
−Removed: Effective succession planning is also important to our long-term success and may cause disruption to our business due to, among other things, diverting management’s attention away from the operations of the business or causing a deterioration in morale.
+Added: A loss of a member of senior management, or an engineer or other key employee, particularly to a competitor, could have an adverse impact on our business strategy and place us at a competitive disadvantage.
+Added: Effective succession planning is important to our long-term success and may cause disruption to our business due to, among other things, diverting management’s attention away from the operations of the business or causing a deterioration in morale.
Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution.
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In particular, hiring qualified personnel specializing in supply chain management, engineering and sales, as well as other technical staff and research and development personnel is critical to our business and the development of our quantum computing systems.
−Removed: Some of these professionals are hard to find and we may encounter significant competition in our efforts to hire them.
Many of the other companies with which we compete for qualified personnel have greater financial and other resources than we do.
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If we cannot attract, train and retain qualified personnel in this competitive environment, we may experience delays in the development of our quantum computing technologies and otherwise be unable to develop and grow our business as projected, or even at all.
−Removed: Our future growth and success depends on our ability to sell effectively to government entities and large enterprises.
−Removed: Our potential customers tend to be government agencies and large enterprises.
−Removed: Therefore, our future success will depend on our ability to effectively sell our products to such customers.
−Removed: Sales to these end-customers involve risks that may not be present (or that are present to a lesser extent) with sales to non-governmental agencies or smaller customers.
−Removed: These risks include, but are not limited to, (i) increased purchasing power and leverage held by such customers in negotiating contractual arrangements with us and (ii) longer sales cycles and the associated risk that substantial time and resources may be spent on a potential end-customer that elects not to purchase our solutions.
−Removed: Sales to government agencies are often fixed fee development contracts, which involve additional risks.
−Removed: See “- If our cost and time estimates for fixed fee arrangements do not accurately anticipate the cost of servicing those arrangements, we could experience losses on these arrangements or our profitability could be reduced.
−Removed: In addition, government contracts generally include the ability of government agencies to terminate early which, if exercised, would result in a lower contract value and lower than anticipated revenues generated by such arrangements.
−Removed: See “ Contracts with U.S.
−Removed: government entities subject us to risks including early termination, audits, investigations, sanctions and penalties .”
−Removed: Government agencies and large organizations often undertake a significant evaluation process that results in a lengthy sales cycle.
−Removed: Our contracts with government agencies are typically structured in phases, with each phase subject to satisfaction of certain conditions.
−Removed: As a result, the actual scope of work performed pursuant to any such contracts, in addition to related contract revenue, could be less than total contract value.
−Removed: In addition, product purchases by such organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays.
−Removed: Finally, these organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility.
−Removed: All of these factors can add further risk to business conducted with these potential customers and could lead to lower revenue results than originally anticipated.
−Removed: We may not be able to accurately estimate the future supply and demand for our quantum computers, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue.
−Removed: If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.
−Removed: It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business.
−Removed: We anticipate being required to provide forecasts of our demand to our current and future suppliers prior to the scheduled delivery of products to potential customers.
−Removed: Currently, there is no historical basis for making judgments on the demand for our quantum computers or our ability to develop, manufacture, and deliver quantum computers, or our profitability, if any, in the future.
−Removed: If we overestimate our requirements, our suppliers may have excess inventory, which indirectly would increase our costs.
−Removed: If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt the manufacturing of our products and result in delays in shipments and revenues.
−Removed: In addition, the lead times for materials and components that our suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time.
−Removed: If we fail to order sufficient quantities of product components in a timely manner, the delivery of quantum computers, QcaaS or QCS to our potential customers could be delayed, which would harm our business, financial condition and operating results.
Our quantum computing systems may not be compatible with some or all industry-standard software and hardware in the future, which could harm our business.
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Any adverse impacts from the incompatibility of our quantum computing solutions could adversely affect our business, operating results and financial condition.
−Removed: If we are unable to maintain our current strategic partnerships or we are unable to develop future collaborative partnerships, our future growth and development could be negatively impacted.
−Removed: We rely on our current collaborative partners and third parties and may rely heavily on future collaborative partners and third parties to develop key, relevant algorithms and programming to make our quantum systems commercially viable.
−Removed: We have entered into, and may enter into, strategic partnerships to develop and commercialize our current and future research and development programs with other companies to accomplish one or more of the following:
−Removed: ● obtain expertise;
−Removed: ● obtain sales and marketing services or support;
−Removed: ● obtain equipment and facilities;
−Removed: ● develop relationships with potential future customers;
−Removed: ● generate revenue.
−Removed: We may not be successful in establishing or maintaining suitable partnerships, and we may not be able to negotiate collaboration agreements having satisfactory terms to the Company, or at all.
−Removed: Failure to make or maintain these arrangements or a delay or failure in a collaborative partner’s performance under any such arrangements could harm our business and financial condition.
−Removed: If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions;
−Removed: fines and penalties;
−Removed: disruptions of our business operations;
−Removed: reputational harm;
−Removed: loss of revenue or profits;
−Removed: loss of customers or sales;
−Removed: loss of intellectual property or other confidential business information;
−Removed: and other adverse consequences, which may adversely affect our business.
+Added: If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences, which may adversely affect our business.
In the ordinary course of our business, we and the third parties upon which we rely collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, process), proprietary, confidential, and sensitive data, including personal data, intellectual property, controlled unclassified information and trade secrets (collectively, sensitive information).
−Removed: Cybersecurity incidents such as malicious internet-based activity, online and offline fraud, denial-of-service attacks, ransomware attacks, business email compromises, computer malware, viruses, and social engineering (including through deep fakes or other attacks using artificial intelligence which may be increasingly more difficult to identify as fake, and phishing attacks) as well as natural disasters and other similar activities threaten the confidentiality, integrity, and availability of our sensitive information and information technology systems, and those of the third parties upon which we rely.
−Removed: Such threats are prevalent in the technology industry and our customers’ industries and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors.
−Removed: The techniques may be used to sabotage or to obtain unauthorized access to our platform, systems, networks, or physical facilities where our quantum computers are stored, and we may be unable to implement adequate preventative measures or stop cybersecurity incidents from occurring or expanding in scope.
+Added: Cybersecurity incidents as well as natural disasters and other similar activities threaten the confidentiality, integrity, and availability of our sensitive information and information technology systems, and those of the third parties upon which we rely.
+Added: Cybersecurity threats are prevalent in the technology industry and our customers’ industries and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors.
+Added: The types of threats also continue to evolve, and may include social engineering attacks using AI tools, ransomware, and supply-chain attacks.
+Added: Various techniques may be used to sabotage or to obtain unauthorized access to our platform, systems, networks, or physical facilities where our quantum computers are stored, and we may be unable to implement adequate preventative or mitigating measures.
law enforcement agencies have indicated to us that quantum computing technology is of particular interest to certain malicious cyber threat actors, including nation-state-supported actors.
−Removed: In addition, our cybersecurity risk could be increased as a result of the ongoing military conflict between Russia and Ukraine and the related sanctions imposed against Russia.
−Removed: During times of war and other major conflicts, we, the third parties upon which we rely, may be vulnerable to a heightened risk of cybersecurity incidents, including retaliatory cyber-attacks, that could materially disrupt our systems and operations, our third-party information systems, supply chain, and ability to produce, sell and distribute our goods and services.
−Removed: We and the third parties upon which we rely are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, and other similar threats.
−Removed: In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, loss of sensitive data and income, reputational harm, and diversion of funds.
−Removed: Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.
−Removed: Remote work has become more common and has increased risks to our information technology systems and data, as more of our employees utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations.
−Removed: In addition, future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.
−Removed: Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.
+Added: Remote work has become more common and has increased risks to our information technology systems and data, as more of our personnel utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations.
+Added: In addition, future or past business transactions (such as mergers and acquisitions) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in merged or acquired entities’ systems and technologies as part of integration.
We rely on third-party service providers and technologies to operate critical business systems to process sensitive information in a variety of contexts.
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We may expend significant resources or modify our business activities to try to protect against security incidents.
−Removed: Certain data privacy and security obligations may require us to implement and maintain specific security measures to protect our information technology systems and sensitive information.
+Added: Certain data privacy and security obligations require us to implement and maintain specific security measures to protect our information technology systems and sensitive information.
While we and our third-party cloud providers have implemented security measures designed to protect against cybersecurity incidents, there can be no assurance that these measures will be effective, and these measures could fail or may be insufficient.
−Removed: Although we take steps designed to detect, mitigate, and remediate vulnerabilities in our information systems (such as our hardware and/or software, including that of third parties upon which we rely), but we may not be able to detect and remediate all vulnerabilities on a timely basis because the threats and techniques used to exploit the vulnerability change frequently and are often sophisticated in nature.
+Added: Although we take steps designed to detect, mitigate, and remediate vulnerabilities in our information systems (such as our hardware and/or software, including that of third parties upon which we rely), we may not be able to detect and remediate all vulnerabilities on a timely basis because the threats and techniques used to exploit the vulnerability change frequently and are often sophisticated in nature.
Therefore, such vulnerabilities could be exploited but may not be detected until after a cybersecurity incident has occurred.
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Actual or perceived cybersecurity incidents affecting sensitive information about the Company, our partners, our customers or third parties could expose us and the parties affected to a risk of loss or misuse of this information, resulting in litigation and potential liability, paying damages, regulatory inquiries or actions, damage to our brand and reputation or other harm to our business.
−Removed: Our efforts to prevent and overcome these challenges could increase our expenses and may not be successful.
If we fail to detect or remediate a cybersecurity incident in a timely manner, or it otherwise affects our customers or impacts our ability to operate our platform, we may experience adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections);
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We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.
−Removed: In addition to experiencing a cybersecurity incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveal competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position.
−Removed: Unfavorable conditions in our industry or the global economy could limit our ability to grow our business and negatively affect our results of operations.
−Removed: Our results of operations have varied and may continue to vary based in part on the impact of changes in our industry or the global economy on us or our customers and potential customers.
−Removed: Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, inflation, financial and credit market fluctuations, international trade relations and tariffs, pandemics, political turmoil, natural catastrophes, warfare, and terrorist attacks on the United States or elsewhere, could cause a decrease in business investments, including the progress on development of quantum technologies, and negatively affect the growth of our business.
−Removed: In addition, in challenging economic times, our current or potential future customers may experience cash flow problems and as a result may modify, delay or cancel plans to purchase our products and services.
−Removed: Additionally, if our customers are not successful in generating sufficient revenue or are unable to secure financing, they may not be able to pay, or may delay payment of, accounts receivable.
−Removed: Moreover, our key suppliers may reduce their output or become insolvent, thereby adversely impacting our ability to execute our research and development plans or manufacture our products .
−Removed: Furthermore, uncertain economic conditions may make it more difficult for us to raise funds through borrowings or private or public sales of debt or equity securities.
−Removed: We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry.
−Removed: Government actions and regulations, such as tariffs and trade protection measures, may limit our ability to obtain products from our suppliers or sell our products and services to customers.
−Removed: Political challenges between the United States and countries in which our suppliers are located, and changes to trade policies, including tariff rates and customs duties, trade relations between the United States and those countries and other macroeconomic issues could adversely impact our business.
−Removed: The United States administration has announced tariffs on certain products imported into the United States, and some countries have imposed tariffs in response to the actions of the United States.
−Removed: There is also a possibility of future tariffs, trade protection measures or other restrictions imposed on our products or on our customers by the United States or other countries that could have a material adverse effect on our business.
−Removed: Our technology may be deemed a matter of national security and as such our customer base may be tightly restricted.
−Removed: We may accept government grants that place restrictions on the business’ ability to operate.
−Removed: Unstable market and economic conditions have had and may continue to have serious adverse consequences on our business, financial condition and share price.
+Added: Unstable or unfavorable market and economic conditions in our industry and or the global economy have had and may continue to have serious adverse consequences on our business, financial condition and share price.
+Added: In the future, we may be required to record significant charges for impairment of our long-lived assets, other assets or investments.
At times in the past, the global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates, higher interest rates, bank failures and uncertainty about economic stability.
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If general economic conditions were to deteriorate or remain uncertain for an extended period, our liquidity may be harmed, and the trading price of our Common Stock could decline.
+Added: In addition, negative general economic conditions, both in the U.S.
+Added: and abroad, cause a decrease in business investments, including the progress on development of quantum technologies, and negatively affect the growth of our business.
If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive, and we could be forced to delay, reduce or eliminate our research and development programs and other efforts.
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In addition, higher inflation could also increase our customers’ operating costs, which could result in reduced budgets for our customers and potentially less demand for our systems.
+Added: Additionally, if our customers are not successful in generating sufficient revenue or are unable to secure financing, they may not be able to pay, or may delay payment of, accounts receivable.
+Added: Moreover, our key suppliers may reduce their output or become insolvent, thereby adversely impacting our ability to execute our research and development plans or manufacture our products.
Any significant increases in inflation and related increase in interest rates could have a material adverse effect on our business, results of operations and financial condition.
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difficulties obtaining financing could have a material adverse effect on our financial condition, as well as our ability to continue to grow our operations.
−Removed: If our cost and time estimates for fixed fee arrangements do not accurately anticipate the cost of servicing those arrangements, we could experience losses on these arrangements and our profitability could be reduced.
−Removed: Our development contracts are often fixed fee arrangements invoiced on a milestone basis.
−Removed: If we underestimate the amount of effort required to deliver on a contract and/or the period of time required to achieve the milestone, our profitability could be reduced.
−Removed: If the actual costs of completing the contract exceed the agreed upon fixed price, we would incur a loss on the arrangement.
+Added: Government actions and regulations, such as tariffs and trade protection measures, may limit our ability to obtain products from our suppliers or sell our products and services to customers.
+Added: Political challenges between the United States and countries in which our suppliers are located, and changes to trade policies, including tariff rates and customs duties, trade relations between the United States and those countries and other macroeconomic issues could adversely impact our business.
+Added: The United States administration has announced tariffs on certain products imported into the United States, and some countries have imposed tariffs in response to the actions of the United States.
+Added: There is also a possibility of future tariffs, trade protection measures or other restrictions imposed on our products or on our customers by the United States or other countries that could have a material adverse effect on our business.
+Added: Our technology may be deemed a matter of national security and as such our customer base may be tightly restricted.
+Added: We may accept government grants that place restrictions on the business’ ability to operate.
+Added: An adverse change in market conditions, including a sustained decline in our stock price, negative changes to our position in the market, or lack of growth in demand for our products and services could be considered to be an impairment triggering event, which could impact valuation assumptions relating to the recoverability of assets and may result in impairment charges to our long-lived assets, other assets or investments, which would have a negative impact on our operating results.
+Added: There are inherent uncertainties in management’s estimates, judgments and assumptions used in assessing recoverability of intangible and other long-lived assets.
+Added: Any material changes in key assumptions, including failure to meet business plans, a deterioration in the U.S.
+Added: and global financial markets, an increase in interest rates or an increase in the cost of equity financing by market participants within the industry or other unanticipated events and circumstances, may decrease our projected cash flows or increase discount rates and could potentially result in an impairment charge.
+Added: From time to time, we may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our long-lived assets is determined, which might have a materially adverse impact on our business operations and our financial position or results of operations.
In the past we identified material weaknesses in our internal control over financial reporting, leading to a restatement of our financial statements for prior periods.
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In addition, the perceptions of the Company among customers, suppliers, lenders, investors, securities analysts and others could also be adversely affected.
−Removed: Our facilities or operations could be damaged or adversely affected as a result of prolonged power outages, natural disasters and other catastrophic events.
−Removed: Our facilities or operations could be adversely affected by power outages as well as events outside of our control, such as natural disasters and other calamities.
+Added: Our facilities or operations could be damaged or adversely affected as a result of prolonged power outages, natural disasters such as earthquakes, and other catastrophic events.
+Added: Our facilities or operations could be damaged or adversely affected by prolonged power outages natural disasters such as earthquakes, or other catastrophic events outside our control, which could cause us to miss publicly disclosed technology development milestones, cause delays in the development of our quantum computers or have other negative consequences.
We cannot assure you that any backup systems will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss resulting from such natural disasters, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events.
−Removed: Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause delays in development and fabrication, the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services.
−Removed: A significant power outage may disrupt our operations and could have a material adverse impact on our business, financial condition, results of operations and cash flows.
−Removed: Risks Related to Our International Expansion
+Added: Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause us to miss publicly disclosed technology development milestones and cause delays in development and fabrication, the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services.
+Added: Any significant damage to our quantum research facilities or Fab-1 may disrupt our operations and could have a material adverse impact on our business, financial condition, results of operations and cash flows.
+Added: Risks Related to Our International Operations and Expansion
Because our success depends, in part, on our ability to expand sales internationally, our business will be susceptible to risks associated with international operations.
We currently maintain offices and have personnel in the United States, the United Kingdom, Australia and Canada.
−Removed: In the years ended December 31, 2024 and December 31, 2023, our non-U.S.
+Added: For the years ended December 31, 2025, and 2024, our non-U.S.
revenue was approximately 47.3% and 41.4% of our total revenue, respectively.
−Removed: Depending on customer opportunities and our ability to access quantum engineering talent, we may continue to expand our international operations, which may include opening offices in new jurisdictions.
−Removed: Any additional international expansion efforts that we are undertaking and may undertake may not be successful.
+Added: Any additional international expansion efforts that we may undertake may not be successful.
In addition, conducting international operations subjects us to new risks, some of which we have not generally faced in the United States or other countries where we currently operate.
These risks include, among other things:
−Removed: ● unexpected costs and errors in the localization of our platform and solutions, including translation into foreign languages and adaptation for local culture, practices and regulatory requirements;
−Removed: ● lack of familiarity and burdens of complying with foreign laws, legal standards, privacy and cybersecurity standards, regulatory requirements, foreign export control rules, tariffs and other barriers, and the risk of penalties to our customers and individual members of management or employees if our practices are deemed to not be in compliance;
−Removed: ● practical difficulties of enforcing intellectual property rights in countries with varying laws and standards and reduced or varied protection for intellectual property rights in some countries;
−Removed: ● an evolving legal framework and additional legal or regulatory requirements for data privacy and cybersecurity, which may necessitate the establishment of systems to maintain data in local markets, requiring us to invest in additional data centers and network infrastructure, and the implementation of additional employee data privacy documentation (including locally-compliant data privacy notice and policies), all of which may involve substantial expense and may cause us to need to divert resources from other aspects of our business, all of which may adversely affect our business;
−Removed: ● unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions;
−Removed: ● difficulties in managing systems integrators and technology partners;
−Removed: ● differing technology standards;
−Removed: ● different pricing environments, longer sales cycles, longer accounts receivable payment cycles and difficulties in collecting accounts receivable;
−Removed: ● increased financial accounting and reporting burdens and complexities;
−Removed: ● difficulties in managing and staffing international operations including the proper classification of independent contractors and other contingent workers, differing employer/employee relationships and local employment laws;
−Removed: ● increased costs involved with recruiting and retaining an expanded employee population outside the United States through cash and equity-based incentive programs and unexpected legal costs and regulatory restrictions in issuing our shares to employees outside the United States;
−Removed: ● global political and regulatory changes that may lead to restrictions on immigration and travel for our employees;
−Removed: ● fluctuations in exchange rates that may decrease the value of foreign-based revenue;
−Removed: ● potentially adverse tax consequences, including the complexities of foreign value added tax (or other tax) systems, restrictions on the repatriation of earnings, and transfer pricing requirements;
−Removed: ● permanent establishment risks and complexities in connection with international payroll, tax and social security requirements for international employees.
+Added: unexpected costs and errors in the localization of our platform and solutions;
+Added: potential burden associated with complying with foreign laws and regulations;
+Added: heightened regulatory requirements and costs associated therewith (including import/export control laws, tariffs, and cybersecurity and data privacy laws);
+Added: difficulties associated with enforcing intellectual property rights in foreign jurisdictions;
+Added: differing technology standards, pricing environments and lengths of sales cycles;
+Added: increased financial reporting requirements and complexities;
+Added: and challenges associated with staffing international operations and increased costs related thereto.
Additionally, operating in international markets also requires significant management attention and financial resources.
We cannot be certain that the investment and additional resources required in establishing operations in other countries will produce desired levels of revenue or profitability.
−Removed: Compliance with laws and regulations applicable to our global operations also substantially increases the cost of doing business in foreign jurisdictions.
We have limited experience in marketing, selling, and supporting our platform outside of the United States.
−Removed: Our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake will not be successful.
If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business, financial condition, revenues, results of operations or cash flows will suffer.
−Removed: We may be unable to keep current with changes in government requirements as they change from time to time.
−Removed: Failure to comply with these regulations could harm our business.
In many countries, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or other regulations applicable to us.
Although we have implemented policies and procedures designed to ensure compliance with these laws and policies, there can be no assurance that all of our employees, contractors, partners and agents will comply with these laws and policies.
−Removed: Violations of laws or key control policies by our employees, contractors, partners or agents could result in delays in revenue recognition, financial reporting misstatements, enforcement actions, reputational harm, disgorgement of profits, fines, civil and criminal penalties, damages, injunctions, other collateral consequences or the prohibition of the importation or exportation of our solutions and could harm our business, financial condition, revenues, results of operations or cash flows.
−Removed: Our international sales and operations subject us to additional risks and costs, including the ability to engage with customers in new geographies, exposure to foreign currency exchange rate fluctuations, that can adversely affect our business, financial condition, revenues, results of operations or cash flows.
−Removed: We derive a significant portion of revenue from our customers in the United States.
−Removed: We may expand our international operations if we are able to achieve narrow or broad quantum advantage.
−Removed: However, there are a variety of risks and costs associated with our international sales and operations, which may include making additional investments prior to the proven adoption of our solutions, the cost of conducting our business internationally and hiring and training international employees and the costs associated with complying with local law.
+Added: Our international sales and operations subject us to additional risks and costs, including the ability to engage with customers in new geographies, exposure to foreign currency exchange rate fluctuations, which can adversely affect our business, financial condition, revenues, results of operations or cash flows.
+Added: We derive a significant portion of revenue from our customers outside the United States.
+Added: There are a variety of risks and costs associated with our international sales and operations, which may include making additional investments prior to the proven adoption of our solutions, the cost of conducting our business internationally and hiring and training international employees and the costs associated with complying with local law.
Furthermore, we cannot predict the rate at which our platform and solutions will be accepted in international markets by potential customers.
We currently have sales, customer support and engineering personnel outside the United States in the United Kingdom, Australia and Canada.
−Removed: however, our sales, support and engineering organization outside the United States is smaller than our U.S.
−Removed: sales organization.
We believe our ability to attract new customers to purchase our QPUs or subscribe to our platform, or to attract existing customers to expand their purchase of our QPUs or to renew or expand their use of our platform, is directly correlated to the level of engagement we obtain with the customer.
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and otherwise, could adversely affect us and our business.
−Removed: In the ordinary course of business, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, “process”) personal data and other sensitive information, including proprietary and confidential business data, trade secrets, and intellectual property.
−Removed: We are, therefore, subject to numerous data privacy and security obligations, such as state and federal laws and regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations related to privacy, data use and security.
−Removed: In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws).
−Removed: In the past few years, numerous U.S.
−Removed: states—including California, Virginia, Colorado, Connecticut, and Utah—have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data.
+Added: We collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, “process”) personal data and other sensitive information.
+Added: In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws, and other similar laws.
+Added: In recent years, numerous U.S.
+Added: states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and their personal data rights.
As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making.
The exercise of these rights may impact our business and ability to provide our products and services.
−Removed: Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments.
−Removed: These state laws allow for statutory fines for noncompliance.
−Removed: For example, the California Consumer Privacy Act amended by the California Privacy Rights Act of 2020 (“CCPA”), applies to personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights.
−Removed: The CCPA provides for fines of up to $7,500 per intentional violation and allows private litigants affected by certain data breaches to recover significant statutory damages.
−Removed: Similar laws are being considered in several other states, as well as at the federal and local levels.
−Removed: These developments further complicate compliance efforts, and increase legal risk and compliance costs for us, and the third parties upon whom we rely.
−Removed: Our employees and personnel use generative artificial intelligence (“AI”) technologies to perform their work, and the disclosure and use of personal information in generative AI technologies is subject to various privacy laws and other privacy obligations.
+Added: Certain jurisdictions also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments.
+Added: These laws allow for statutory fines for noncompliance.
+Added: Our employees and personnel may use generative AI technologies to perform their work, and the disclosure and use of personal information in generative AI technologies is subject to various privacy laws and other privacy obligations.
Additionally, several states and localities have enacted measures related to the use of AI and machine learning in products and services.
These developments may further complicate compliance efforts and may increase legal risk and compliance costs for us, the third parties upon whom we rely, and our customers.
−Removed: Outside of the United States, foreign governments are raising similar privacy and data security concerns.
+Added: Outside of the United States, foreign governments also have similar or sometimes more stringent data protection laws.
In particular, the United Kingdom’s GDPR (“UK GDPR”) imposes strict requirements for processing personal data.
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We are also bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful.
−Removed: For example, certain privacy laws, such as the UK GDPR and CCPA, require our customers to impose specific contractual restrictions on their service providers.
+Added: For example, certain privacy laws, such as the UK GDPR and California Consumer Privacy Act (“CCPA”), require our customers to impose specific contractual restrictions on their service providers.
We publish privacy policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security.
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In particular, the False Claims Act’s “whistleblower” provisions also allow private individuals, including present and former employees, to sue on behalf of the U.S.
+Added: Further, the False Claims Act has increasingly had enforcement actions for non-adherence to government contracts’ technology (including cybersecurity) provisions.
Any penalties, damages, fines or suspension could adversely affect our ability to operate our business and our financial results.
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New tax laws, statutes, rules, regulations, or ordinances could be enacted at any time.
−Removed: For instance, the Inflation Reduction Act imposes, among other rules, a 15% minimum tax on the book income of certain large corporations and a 1% excise tax on certain corporate stock repurchases.
−Removed: Further, existing tax laws, statutes, rules, regulations, or ordinances could be interpreted differently, changed, repealed, or modified at any time.
+Added: Further, existing tax laws, statutes, rules, regulations, or ordinances could be interpreted differently, changed, repealed, or modified.
Any such enactment, interpretation, change, repeal or modification could adversely affect us, possibly with retroactive effect.
−Removed: In particular, changes in corporate tax rates, the realization of our net deferred tax assets, the taxation of foreign earnings, and the deductibility of expenses under the Tax Cuts and Jobs Act, as amended by the Coronavirus Aid, Relief, and Economic Security Act or any future tax reform legislation, could have a material impact on the value of our deferred tax assets, result in significant one-time charges, and increase our future tax expenses.
+Added: In particular, changes in corporate tax rates, the taxation of foreign earnings and the deductibility of expenses under current law or any future tax reform legislation could have a material impact on the value or realization of our net deferred tax assets, result in significant one-time charges, and increase our future tax expenses.
Risks Related to Intellectual Property
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To the extent that our platform depends upon the successful operation of the open-source software we use, any undetected errors or defects in this open-source software could prevent the deployment or impair the functionality of our platform, delay new solution introductions, result in a failure of our platform and injure our reputation.
−Removed: For example, undetected errors or defects in open-source software could render us vulnerable to breaches or security attacks, and, in conjunction, make our systems more vulnerable to data breaches.
+Added: For example, undetected errors or defects in open-source software could render the platform and broader systems vulnerable to cybersecurity incidents.
Furthermore, some open-source licenses require the release of proprietary source code combined with, linked to or distributed with such open-source software to be released to the public.
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manufacturers.
−Removed: As a result, the U.S.
−Removed: government may have certain rights to intellectual property embodied in our current or future product candidates pursuant to the Bayh-Dole Act of 1980, or the Patent and Trademark Law Amendments Act.
+Added: government may have certain rights to intellectual property embodied in our current or future intellectual property pursuant to the Bayh-Dole Act of 1980, or the Patent and Trademark Law Amendments Act.
government rights include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose.
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Further, as a result of this volatility it may be difficult for us to attract new investments, including additional offerings of our securities, on terms we consider reasonable, or at all.
−Removed: In the twelve-month period ended December 31, 2024, the market price of our Common Stock varied between a high of $19.35 on December 27, 2024 and a low of $0.66 on September 9, 2024 and the market price of our Public Warrants varied between a high of $8.60 on December 27, 2024 and a low of $0.06 on September 23, 2024.
+Added: In the twelve-month period ended December 31, 2025, the market price of our Common Stock varied between a high of $58.15 on October 14, 2025 and a low of $5.95 on January 13, 2025, and the market price of our Public Warrants varied between a high of $46.78 on October 15, 2025 and a low of $1.95 on January 13, 2025.
Market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of our Common Stock or Public Warrants regardless of our operating performance.
+Added: Further, our Common Stock could be traded by short sellers, which may put pressure on the supply and demand for our Common Stock, further influencing volatility in its market price.
Our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including:
−Removed: ● our ability to meet our technological milestones, including any delays;
+Added: our ability to meet our technological milestones (in a timely fashion or at all);
changes in the industries in which we and our customers operate;
−Removed: ● variations in our operating performance and the performance of our competitors in general;
−Removed: ● material and adverse impact of military conflicts and wars around the world;
−Removed: ● actual or anticipated fluctuations in our quarterly or annual operating results;
+Added: the relative performance of our competitors;
+Added: adverse impacts of global military conflicts and wars;
+Added: anticipated or actual fluctuations in our operating results;
publication of research reports by securities analysts about us or our competitors or our industry;
−Removed: ● the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
−Removed: ● our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;
+Added: rumors and market speculation involving us or our competitors, which may include short seller reports;
+Added: the public’s reaction to our press releases, public announcements and filings with the SEC;
+Added: our or our competitors’ failure to meet analyst projections or guidance;
additions and departures of key personnel;
−Removed: ● changes in laws and regulations affecting our business;
−Removed: ● commencement of, or involvement in, litigation involving the Company;
−Removed: ● changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
−Removed: ● the volume of shares of our Common Stock available for public sale, including the significant percentage of shares of our Common Stock that may be offered for resale;
−Removed: ● the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;
−Removed: ● guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance, including with respect to our technology roadmap;
−Removed: ● the development and sustainability of an active trading market for our stock;
−Removed: ● actions by institutional or activist stockholders;
−Removed: ● changes in accounting standards, policies, guidelines, interpretations or principles;
−Removed: ● other events or factors, including recessions, increases in inflation and interest rates, disruptions to banking systems, foreign currency fluctuations, international tariffs, social, political and economic risks, natural disasters, acts of war (including the conflict involving Russia and Ukraine), terrorism or responses to such events.
+Added: changes in laws or regulations affecting our business, including accounting standards, policies, guidelines, interpretations and principles;
+Added: involvement in litigation involving the Company, or actions by institutional or activist stockholders;
+Added: future sales or issuances of our securities;
+Added: the volume of our securities available for public sale or resale;
+Added: and other events or factors, including recessions, increases in inflation and interest rates, disruptions to banking systems, foreign currency fluctuations, international tariffs, social, political and economic risks, natural disasters, acts of war (including the conflict involving Russia and Ukraine), terrorism or responses to such events.
These market and industry factors may materially reduce the market price of our Common Stock and our Public Warrants regardless of the operating performance of the Company.
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If we are involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.
−Removed: The volatility in our stock price can also affect the listing of our Common Stock on the Nasdaq Capital Market.
−Removed: To maintain such listing, we are required to meet certain listing requirements, including a minimum closing bid price of $1.00 per share.
−Removed: In September 2024, we received a letter from the Listing Qualifications Department of the Nasdaq Stock Market, LLC, indicating that, based on the closing bid price for the previous 30 days, the listing of our Common Stock was not in compliance with Nasdaq Listing Rule 5550(a)(2) to maintain a minimum bid price of $1.00 per share.
−Removed: While we regained compliance in November 2024, there can be no assurance that we will be able to maintain compliance with the Nasdaq Capital Market continued listing requirements in the future or regain compliance with respect to any future deficiencies.
−Removed: This could impair the liquidity and market price of our common stock.
−Removed: In addition, the delisting of our common stock from a national exchange would have a material adverse effect on our access to capital markets, and any limitation on market liquidity or reduction in the price of our common stock because of that delisting would adversely affect our ability to raise capital on terms acceptable to us, or at all.
−Removed: The filing of this Annual Report on Form 10-K will render us a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act because our non-affiliated common stock public float was above $700.0 million as of the relevant determination date.
−Removed: We are therefore currently able to take advantage of the benefits associated with being a well-known seasoned issuer, such as filing a new shelf registration statement on Form S-3ASR that would be automatically effective upon filing (a “Form S-3ASR”).
−Removed: If at a specific measurement time in the future, our public float is below $700.0 million, we may no longer qualify as a well-known seasoned issuer and suffer negative consequences.
−Removed: If we do not qualify as a well-known seasoned issuer, we will not be able to file automatic shelf registration statements on Form S-3ASR and enjoy the benefits associated with such registration statements, such as automatic effectiveness immediately upon filing, permitting companies to omit more information from the base prospectus than permitted for other shelf registration statements, allowing companies to register unspecified amounts of securities and doing so without allocating among securities or between primary and secondary offerings, and permitting companies to pay filing fees on a “pay-as-you-go” basis at the time of each takedown from the shelf registration statement.
−Removed: We would also need to convert any Form S-3ASR to a non-automatic shelf registration statement.
+Added: We are currently a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act because our non-affiliated common stock public float was above $700.0 million as of the relevant determination date.
+Added: If at a specific measurement time in the future, our public float is below $700.0 million, we may no longer qualify as a well-known seasoned issuer and would no longer be able to file automatic shelf registration statements on Form S-3ASR and enjoy the benefits associated with such registration statements, such as automatic effectiveness immediately upon filing, permitting companies to omit more information from the base prospectus than permitted for other shelf registration statements, allowing companies to register unspecified amounts of securities and doing so without allocating among securities or between primary and secondary offerings, and permitting companies to pay filing fees on a “pay-as-you-go” basis at the time of each takedown from the shelf registration statement.
+Added: We would also need to convert any Forms S-3ASR to non-automatic shelf registration statements.
Not qualifying as a well-known seasoned issuer could also impact the views or perceptions of investors and analysts and may influence investors’ willingness to purchase or hold our securities or analysts’ recommendations regarding our securities.
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As a public company, and particularly after we are no longer an “emerging growth company,” we have and will continue to incur significant legal, accounting, and other expenses that we did not incur as a private company, including costs resulting from public company reporting obligations under the Securities Act or the Exchange Act, and regulations regarding corporate governance practices.
−Removed: The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules of the SEC, the listing requirements of the Nasdaq, and other applicable securities rules and regulations that impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices.
−Removed: We have hired additional accounting, finance, and other personnel in connection with our efforts to comply with the requirements of being a public company and our management and other personnel devote a substantial amount of time towards maintaining compliance with these requirements.
+Added: The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules of the SEC, the listing requirements of the Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices.
These requirements have increased our legal and financial compliance costs and made some activities more time-consuming and costly.
Changes we have made and any changes we make in the future to comply with these obligations may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis, or at all.
−Removed: These reporting requirements, rules and regulations, coupled with the increase in potential litigation exposure associated with being a public company, could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or board committees or to serve as executive officers, or to obtain certain types of insurance, including directors’ and officers’ insurance, on acceptable terms.
+Added: These reporting requirements, rules and regulations, coupled with the increase in potential litigation exposure associated with being a public company, could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors (the “Board”) or board committees or to serve as executive officers, or to obtain certain types of insurance, including directors’ and officers’ insurance, on acceptable terms.
Pursuant to Sarbanes-Oxley Act Section 404, we are required to furnish a report by our management on our internal control over financial reporting in our Annual Reports on Form 10-K with the SEC.
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If we identify additional material weaknesses or if we otherwise fail to establish and maintain effective control over financial reporting, it may adversely affect our ability to accurately and timely report our financial results in the future, and may adversely affect investor confidence, our reputation, our ability to raise additional capital and our business operations and financial condition.
−Removed: We have incurred and will continue to incur substantial costs as a result of operating as a public company, and our management will continue to devote substantial time to new compliance initiatives.
−Removed: As a public company, we incur substantial legal, accounting, and other expenses that we did not incur as a private company.
−Removed: For example, we are subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules and regulations of the SEC and the listing standards of Nasdaq.
−Removed: The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business, financial condition and results of operations.
−Removed: Compliance with these rules and regulations increase our legal and financial compliance costs and increase demand on our systems, particularly after we are no longer an emerging growth company.
−Removed: In addition, as a public company, we may be subject to shareholder activism, which can lead to additional substantial costs, distract management and impact the manner in which we operate our business in ways we cannot currently anticipate.
−Removed: As a result of the disclosure of information in this Annual Report on Form 10-K and in filings required of a public company, our business and financial condition are more visible, which may result in threatened or actual litigation, including by competitors.
−Removed: Our management team may not successfully or efficiently manage the significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors.
−Removed: These obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of the business, which could adversely affect our business, financial condition, and results of operations.
−Removed: We do not intend to pay cash dividends for the foreseeable future.
−Removed: We currently intend to retain future earnings, if any, to finance the further development and expansion of our business and do not intend to pay cash dividends in the foreseeable future.
−Removed: Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our board of directors deems relevant.
Our quarterly operating results have and may fluctuate significantly and could fall below the expectations of securities analysts and investors due to many factors, some of which are beyond our control, resulting in a decline in our stock price.
8 unchanged sentences
● expansion to new markets.
−Removed: Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our securities.
Securities research analysts have and may establish and publish their own periodic projections for us.
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If analysts cease coverage of us, the market price and volume for our securities could be adversely affected.
−Removed: Sales of our securities, or the perception of such sales, by us or holders of our securities in the public market or otherwise could cause the market price for our securities to decline, and even in such case, certain holders of our securities may still have an incentive to sell our securities.
−Removed: The sale of our securities in the public market or otherwise, or the perception that such sales could occur, could harm the prevailing market price of shares of our securities.
−Removed: These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell securities in the future at a time and price which we deem appropriate.
−Removed: Resales of our securities may cause the market price of our securities to drop significantly, even if our business is doing well.
−Removed: The market price of our Common Stock could decline if holders of our shares sell them, including pursuant to resale registration statements, or are perceived by the market as intending to sell them.
−Removed: As such, sales of a substantial number of shares of our Common Stock in the public market could occur at any time.
−Removed: These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Common Stock.
−Removed: Future issuances of our securities may adversely affect us, including the price of our securities and may be dilutive to existing securities holders.
−Removed: In the future, we may incur debt or issue equity ranking senior to our Common Stock.
−Removed: Those securities will generally have priority upon liquidation.
−Removed: Such securities also may be governed by an indenture or other instrument containing covenants restricting our operating flexibility.
−Removed: Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our Common Stock.
−Removed: Because our decision to issue debt or equity in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts.
+Added: Future sales or issuances of our securities may adversely affect the market price of our securities and may be dilutive to existing securities holders.
+Added: Sales of a substantial number of shares of our Common Stock in the public market, including sales of our Common Stock by us or our affiliates, or the perception that these sales may occur, could reduce the market price of our Common Stock.
+Added: We cannot predict the size or timing of any future sales or issuances of our securities or the effect, if any, that such future sales or issuances could have on the market price of our securities.
As a result, future capital raising efforts may reduce the market price of our Common Stock and be dilutive to existing stockholders.
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Common Stock reserved for future issuance under our equity incentive plans will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable.
−Removed: We have filed registration statements on Form S-8 under the Securities Act registering the issuance of shares of Common Stock subject to options or other equity awards issued or reserved for future issuance under our equity incentive plans and employee stock purchase plan.
−Removed: In addition, we have filed and may file in the future one or more registration statements on Form S-8 under the Securities Act to register additional shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock issued pursuant to our equity incentive plans and employee stock purchase plan, including additional registration statements on Form S-8 to register additional shares of Common Stock pursuant to the “evergreen” provision thereunder.
+Added: In addition, we have filed and may file in the future one or more registration statements on Form S-8 under the Securities Act to register additional shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock issued pursuant to our equity incentive plans and employee stock purchase plan, including additional registration statements on Form S-8 to register additional shares of Common Stock pursuant to the “evergreen” provisions thereunder.
Shares registered under these registration statements on Form S-8 will be available for sale in the public market, subject to vesting arrangements and exercise of options, and the restrictions of Rule 144 in the case of our affiliates.
Sales of a substantial number of shares of our Common Stock in the public market could occur at any time.
−Removed: Any such issuances of additional shares of Common Stock or preferred stock:
−Removed: ● may significantly dilute the equity interests of our investors;
−Removed: ● may subordinate the rights of holders of Common Stock if preferred stock is issued with rights senior to those afforded our Common Stock;
−Removed: ● could cause a change in control if a substantial number of shares of our Common Stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, and could result in the resignation or removal of our present officers and directors;
−Removed: ● may adversely affect prevailing market prices for our securities.
−Removed: Furthermore, we currently have on file with the SEC an effective shelf registration statement on Form S-3 with a remaining available balance as of March 1, 2025 of $50 million (original balance of $250 million), which allows us to offer and sell any combination of common stock, common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock or debt securities upon exercise of warrants from time to time (the “Form S-3”).
−Removed: Upon filing this Annual Report on Form 10-K, we now qualify as a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act.
−Removed: For so long as we qualify as a “well-known seasoned issuer,” we may also issue an unspecified amount of shares of our common stock, preferred stock, debt securities and warrants pursuant to the Form S-3ASR.
−Removed: Sales of such securities under the Form S-3 or Form S-3ASR may be dilutive to existing securities holders and could cause the price of our securities to decline.
−Removed: We are currently an “emerging growth company” and “smaller reporting company” within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
−Removed: We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
−Removed: As a result, our shareholders may not have access to certain information they may deem important.
−Removed: We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of June 30, in which case we would no longer be an emerging growth company as of the following fiscal year.
−Removed: We do not know if investors find our securities less attractive because we rely on these exemptions.
−Removed: If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
−Removed: Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
+Added: On May 29, 2025, we filed an automatic shelf registration statement on Form S-3ASR with the SEC, which enables us to offer for sale, from time to time, an unspecified amount of Common Stock, preferred stock, debt securities and warrants.
+Added: The Form S-3ASR became automatically effective upon filing and is valid for three years.
+Added: We are currently an “emerging growth company” within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
+Added: We are currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
+Added: Further, Section 102(b)(1) of the JOBS Act provides emerging growth companies with delayed reporting requirements with respect to new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such an election to opt out is irrevocable.
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This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
−Removed: Delaware law and our Certificate of Incorporation and Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
−Removed: Our Certificate of Incorporation and bylaws of the Company (the “Bylaws”) and the General Corporation Law of the State of Delaware (“DGCL”) contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the board of directors of Rigetti (the “Board”) and therefore depress the trading price of our Common Stock.
+Added: Under the current rules of the SEC, we will no longer be eligible to take advantage of the scaled disclosures available to smaller reporting companies beginning with our Quarterly Report on Form 10-Q for the first quarter of 2026.
+Added: We expect that the loss of the ability to take advantage of scaled disclosures will result in increased legal, accounting and financial compliance costs.
+Added: Delaware law and our Certificate of Incorporation and Bylaws contain certain provisions, including anti-takeover provisions, which limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
+Added: The Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and the bylaws of the Company (the “Bylaws”), as well as the General Corporation Law of the State of Delaware (“DGCL”), contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the trading price of our Common Stock.
These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Board or taking other corporate actions, including effecting changes in our management.
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● provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
−Removed: ● require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmission;
+Added: ● require that any action to be taken by our stockholders must be affected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmission;
● provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice;
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The Certificate of Incorporation designates the Court of Chancery of the State of Delaware or the United States federal district courts as the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, stockholders, employees or agents.
−Removed: The Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for state law claims for:
−Removed: (i) any derivative action or proceeding brought on our behalf;
−Removed: (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, or stockholder of Rigetti to Rigetti or our stockholders;
−Removed: (iii) any action or claim against the Company or any current or former director, officer or other employee or stockholder of the Company, arising out of or pursuant to any provision of the DGCL or the Certificate of Incorporation or the Bylaws;
−Removed: (iv) any action seeking to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the Bylaws;
−Removed: (v) any action or claim as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware;
−Removed: and (vi) any action against the Company or any current or former director, officer or other employee or stockholder of the Company, governed by the internal-affairs doctrine of the law of the State of Delaware, in all cases to the fullest extent permitted by law.
−Removed: The foregoing provisions will not apply to any claims as to which the Delaware Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of such court, which is rested in the exclusive jurisdiction of a court or forum other than such court (including claims arising under the Exchange Act), or for which such court does not have subject matter jurisdiction, or to any claims arising under the Securities Act and, unless we consent in writing to the selection of an alternative forum, the United States federal district courts will be the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act.
+Added: The Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for state law claims for a list of enumerated actions, subject to certain exceptions, in which case the United States federal district courts will be the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules or regulations thereunder.
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There is uncertainty as to whether a court would enforce the forum provision with respect to claims under the federal securities laws.
−Removed: This choice of forum provision in our Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims.
+Added: This choice of forum provision in the Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims.
There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings.
It is possible that a court could find these types of provisions to be inapplicable or unenforceable, and if a court were to find the choice of forum provision contained in the Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and financial condition.
−Removed: Furthermore, investors cannot waive compliance with the federal securities laws and rules and regulations thereunder.
−Removed: Our warrants, including our Public Warrants, Private Warrants and other warrants we have issued, and our Sponsor Vesting Shares are accounted for as liabilities and the changes in value of our Warrants and Sponsor Vesting Shares could have a material effect on our financial results.
+Added: Our Public Warrants and Private Warrants are accounted for as liabilities and the changes in value of these warrants could have a material effect on our financial results.
We are subject to complex securities laws and regulations and accounting principles and interpretations.
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If one of these bodies disagrees with our accounting recognition, measurement or disclosure or any of our accounting interpretations, estimates or assumptions, it may have a significant effect on our reported results and may retroactively affect previously reported results.
−Removed: On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”).
+Added: On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Statement”).
Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants.
−Removed: As a result of the SEC Statement, we reevaluated the accounting treatment of our 8,625,000 Public Warrants and 4,450,000 Private Warrants and determined to classify the Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.
−Removed: As a result, included in our balance sheets as of December 31, 2024 and December 31, 2023 contained in this Annual Report on Form 10-K are derivative liabilities related to embedded features contained within our Warrants.
−Removed: Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations.
−Removed: Our balance sheets as of December 31, 2024 and December 31, 2023 also include liabilities for Sponsor Vesting Shares, which are remeasured to fair value at each balance sheet date, with the resulting non-cash gain or loss related to the change in fair value being recognized in earnings in the consolidated statements of operations.
+Added: As a result of the SEC Statement, we reevaluated the accounting treatment of our Public Warrants and Private Warrants and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in our net loss in the statement of operations.
+Added: As a result, included in our balance sheets as of December 31, 2025 and 2024 contained in this Annual Report on Form 10-K are derivative liabilities related to embedded features contained within our warrants.
+Added: Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in our net loss in the statements of operations.
As a result of the recurring fair value measurements, our financial statements and results of operations may fluctuate quarterly, based on factors which are outside of our control.
−Removed: Due to the recurring fair value measurements, we expect that we will recognize non-cash gains or losses on our Warrants and Sponsor Vesting Shares each reporting period and that the amount of such gains or losses could be material.
+Added: Due to the recurring fair value measurements, we expect that we will recognize non-cash gains or losses on our Public Warrants and Private Warrants each reporting period until such time as the warrants are exercised or expire, and that the amount of such gains or losses could be material.
The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.
−Removed: No assurance can be given that additional guidance or new regulations or accounting principles and interpretations will not be released that would require a restatement of our financial statements with respect to treatment of the Warrants or the Sponsor Vesting Shares.
−Removed: Any such restatement of our financial results could, among other potential adverse effects:
−Removed: ● result in us incurring substantial costs;
−Removed: ● affect our ability to timely file our periodic reports until the restatement is completed;
−Removed: ● divert the attention of our management and employees from managing our business;
−Removed: ● result in material changes to our historical and future financial results;
−Removed: ● result in investors losing confidence in our operating results;
−Removed: ● subject us to securities class action litigation;
−Removed: ● cause our stock price to decline.
−Removed: Our warrants are exercisable for Common Stock, the exercise of which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
+Added: No assurance can be given that additional guidance or new regulations or accounting principles and interpretations will not be released that would require a restatement of our financial statements with respect to treatment of the warrants.
+Added: Any such restatement of our financial results could cause adverse effects.
+Added: Our warrants are exercisable for Common Stock, the exercise of which has increased and will continue to increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
As of December 31, 2025, the following warrants were outstanding:
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● Series C Warrants (as defined herein) to purchase 315,518 shares of Common Stock with an exercise price of $0.01.
−Removed: ● Other Warrants to purchase 2,715,755 shares of our common stock, including a Customer Warrant (as defined herein) to purchase an aggregate of 2,680,607 shares of Class A Common Stock with an exercise price of $1.152 per share.
−Removed: To the extent the aforementioned warrants are exercised, additional shares of Common Stock will be issued, which will result in dilution to the holders of Common Stock and increase the number of shares eligible for resale in the public market.
−Removed: We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock.
−Removed: If the trading price for our Common Stock is less than $11.50 per share, we believe holders of our Public Warrants and Private Warrants will be unlikely to exercise their warrants.
−Removed: On March 5, 2025, the last reported sales price of our Common Stock was $8.18 per share.
−Removed: Sales of substantial shares in the public market or the fact that warrants may be exercised could adversely affect the market price of our Common Stock.
−Removed: There is no guarantee that the Public Warrants or Private Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.
−Removed: See “ The warrants may never be in the money, and they may expire worthless and the terms of the Public Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment .”
+Added: ● Customer Warrant (as defined herein) to purchase an aggregate of 2,680,607 shares of Common Stock with an exercise price of $1.152 per share.
+Added: During the year ended December 31, 2025, 4,830,235 shares were issued upon the exercise of warrants.
+Added: The additional shares issued resulted in dilution to the holders of Common Stock and increased the number of shares outstanding.
+Added: To the extent additional warrants are exercised, stockholders may experience additional dilution.
+Added: Sales of substantial shares in the public market or the fact that warrants have been and may continue to be exercised could adversely affect the market price of our Common Stock.
The terms of the Public Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.
The warrants were issued in registered form under a warrant agreement (the “warrant agreement”) between American Stock Transfer & Trust Company, as warrant agent, and Supernova.
−Removed: The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision or correct any mistake but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of the Public Warrants.
−Removed: Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants approve of such amendment and, solely with respect to any amendment to the terms of the Private Warrants or any provision of the warrant agreement with respect to the Private Warrants, 50% of the number of the then outstanding Private Warrants.
+Added: The warrant agreement provides that the warrants may be amended only with the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any change to the warrants that adversely affects the interests of the registered holders of the Public Warrants.
Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then-outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the Public Warrants into cash, shorten the exercise period or decrease the number of shares of Common Stock purchasable upon exercise of a Public Warrant.
We may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to the holder, thereby making such Public Warrants worthless.
−Removed: When the price per share of our Common Stock equals or exceeds $18.00, we may redeem the outstanding warrants in whole and not in part, at a price of $0.01 per warrant as follows:
−Removed: ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder;
−Removed: ● if, and only if, the closing price of the shares of our Common Stock equals or exceeds $18.00 per share on the trading day prior to the date on which we send the notice of redemption to the warrant holders.
−Removed: If the foregoing conditions are satisfied, we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date.
−Removed: Any such exercise would not be done on a “cashless” basis and would require the exercising warrant holder to pay the exercise price in cash for each warrant being exercised.
−Removed: The price of the shares of our Common Stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.
−Removed: If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
−Removed: Redemption of the outstanding Public Warrants could force you to:
−Removed: (i) exercise your Public Warrants and pay the exercise price therefore at a time when it may be disadvantageous for you to do so;
−Removed: (ii) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your warrants;
−Removed: or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your warrants.
−Removed: When the price per share of our Common Stock equals or exceeds $10.00, we may redeem the outstanding warrants in whole and not in part, at a price of $0.10 per warrant as follows:
−Removed: ● upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption as described below;
−Removed: ● if, and only if, the closing price of our Common Stock equals or exceeds $10.00 per share on the trading day prior to the date on which we send the notice of redemption to the warrant holders.
−Removed: Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis and could potentially receive up to a maximum of 0.361 shares of Common Stock per warrant or a minimum of 0.034 shares of Common Stock per warrant.
−Removed: The number of shares of Common Stock that a warrant holder will ultimately receive upon a cashless exercise in connection with a redemption by us, is based on the fair market value of our Common Stock on the redemption date, determined based on the volume weighted average price of our Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, as set forth in a table in the warrant agreement.
−Removed: The value received upon exercise of the Warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying shares price is higher and (2) may not compensate the holders for the value of the Warrants, including because the number of shares of Common Stock received is capped at 0.361 per share of Common Stock per warrant (subject to adjustment) irrespective of the remining life of the warrants.
+Added: We have the ability to redeem outstanding Public Warrants prior to their expiration, at a redemption price of $0.01 per warrant, provided that the last reported sales price of our Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we provide notice of redemption and certain other conditions are met.
+Added: In such event, holders may exercise their warrants prior to the scheduled redemption date, but only for cash, and the market price of our Common Stock may decline below both the $18.00 redemption threshold and the $11.50 exercise price following the issuance of the redemption notice.
+Added: We also have the ability to redeem all outstanding Public Warrants, at a redemption price of $0.10 per warrant, provided that the last reported sales price of our Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we provide notice of redemption.
+Added: In this circumstance, holders may elect to exercise their warrants for cash on a cashless basis during the notice period.
+Added: The number of shares of Common Stock issuable upon such cashless exercise ranges from 0.034 to 0.361 shares per warrant, depending on the fair market value of the Common Stock and the remaining term of the warrants, as determined pursuant to the warrant agreement.
+Added: The value received upon exercise may be less than the value that could have been realized had the warrants been exercised at a later time, and the number of shares issuable is subject to a contractual cap set forth in the warrant agreement.
+Added: If the Company were to redeem the Public Warrants, this may require holders to:
+Added: (i) exercise their Public Warrants and pay the exercise price therefore at a time when it may be economically disadvantageous to do so;
+Added: (ii) sell their Public Warrants at the then-current market price;
+Added: or (iii) accept the nominal redemption price, which is likely to be substantially less than the market value of the warrants at the time of redemption.
None of the Private Warrants will be redeemable by us, subject to certain circumstances, so long as they are held by the Supernova Partners II LLC (“Supernova Sponsor”) or its permitted transferees.
The warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with us.
−Removed: The warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim.
−Removed: Under the warrant agreement, we also agree that we will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
−Removed: Notwithstanding the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.
−Removed: Any person or entity purchasing or otherwise acquiring any interest in any of the Public Warrants or Private Warrants will be deemed to have notice of and to have consented to the forum provisions in our warrant agreement.
−Removed: If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Public Warrants or Private Warrants, such holder will be deemed to have consented to:
−Removed: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
−Removed: This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits.
−Removed: Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.
+Added: The warrant agreement provides that, subject to applicable law, the courts of the State of New York and the United States District Court for the Southern District of New York constitute the sole and exclusive forum for any action, proceeding or claim arising out of or relating to the warrant agreement, including claims under the Securities Act.
+Added: We irrevocably submit to such jurisdiction and waive any objection to these courts as inconvenient or improper forums.
+Added: Any purchaser or holder of Public or Private Warrants is deemed to have notice of and consented to these forum provisions.
+Added: These exclusive-forum provisions do not apply to actions brought to enforce any liability or duty created by the Exchange Act, or to any claim for which federal district courts of the United States of America are the sole and exclusive forum.
+Added: If a warrant holder initiates any action within the scope of the forum provision in any court other than the designated New York Courts, such holder will be deemed to have consented to:
+Added: (x) the personal jurisdiction of the New York state and federal courts for purposes of any action to enforce the forum provision and (y) service of process through the warrant holder’s counsel in the foreign action.
+Added: This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum it considers favorable and may discourage such lawsuits.
+Added: Conversely, if a court determines that the provision is inapplicable or unenforceable with respect to certain claims, we could incur additional costs and burdens associated with litigating in multiple jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and divert management’s and the Board’s time and attention.
We may be subject to securities litigation, which is expensive and could divert management attention.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.