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Item 9A. Controls and Procedures

2023-03-27 compared with 2022-02-23 · 2372 added, 888 removed, 82 unchanged (98% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of December 31, 2021, because of a material weakness in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Specifically, our management has concluded that our control around the interpretation and accounting for certain complex financial instruments that we issued was not effectively designed or maintained.

This material weakness resulted in the restatement of our balance sheet as of March 4, 2021 and our interim financial statements for the quarters ended March 31, 2021 and June 30, 2021.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined under Rule 13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

In connection with this Amendment and based on our assessments and those criteria, management determined that we did not maintain effective internal controls over financial reporting as of December 31, 2021.

This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of December 31, 2022.

Based on the evaluation of our disclosure controls and procedures, our management concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective due to the material weaknesses described below.

We are adding additional controls over the review of complex financial instrument valuations and the year-end close process, which are still being implemented, as well as technical accounting resources.

The material weaknesses will not be considered remediated until such time as management designs and implements effective controls that operate for a sufficient period of time and has concluded, through testing, that these controls are effective.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

After giving full consideration to the material weaknesses and the additional procedures that we performed, management has concluded that the audited consolidated financial statements contained in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S.

however, the material weaknesses could have resulted in a misstatement of account balances or disclosures that would be considered material to the annual or interim consolidated financial statements, and certain of the material weaknesses did result in errors in the financial statements and related disclosures as described below for the quarters ended March 31, 2022 and June 30, 2022, which we restated in 2022.

Management’s Annual Report on Internal Control Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting as allowed by the SEC for reverse acquisitions between an issuer and a private operating company when it is not possible to conduct an assessment of the private operating company’s internal control over financial reporting in the period between the consummation date of the reverse acquisition and the date of management’s assessment of internal control over financial reporting (see Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations).

As discussed elsewhere in this Annual Report on Form 10-K, we completed the Business Combination on March 2, 2022, pursuant to which Supernova acquired Legacy Rigetti.

Prior to the Business Combination, Supernova was a

special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date, as the operations prior to the business combination were insignificant compared to those of the consolidated entity post-Business Combination.

As a result, management was unable, without incurring unreasonable effort or expense, to complete an assessment of our internal control over financial reporting as of December 31, 2022.

Material Weaknesses

As previously disclosed, in connection with our unaudited condensed consolidated financial statements for the nine months ended October 31, 2021, we identified a material weakness in our internal control over financial reporting related to the lack of effective review controls over the accounting for complex financial instruments.

Specifically, the controls failed to identify an error in the accounting for complex warrant instruments.

The error related to the Company not properly accounting for the liability associated with the warrants to purchase common stock issued to Trinity Capital Inc.

that was subsequently cancelled and reissued for a new warrant in connection with an amendment to the Loan Agreement.

In addition, in connection with the preparation of the financial statements for the second quarter of 2022, we also identified and corrected an immaterial error related to the revaluation of the liability associated with the same warrants issued to Trinity Capital.

In connection with the preparation of the financial statements for the third quarter of 2022, we discovered that the previously identified material weakness led to additional material errors related to the valuation of the Earn-out liability and the Private Warrant liability that affected the previously issued unaudited condensed consolidated financial statements as of and for the periods ended March 31, 2022 and June 30, 2022.

These errors were corrected in the unaudited condensed consolidated financial statements as of and for the periods ended March 31, 2022 and June 30, 2022 through a restatement of previously filed financial statements for such periods.

Our management concluded that the previously identified material weakness in our internal control over financial reporting related to complex financial instruments was due to the fact that at the time we initially identified the material weakness, we did not have sufficient accounting resources and did not have the necessary business processes and related internal controls formally designed and implemented to address the accounting and financial reporting requirements related to complex financial instruments.

This material weakness continued to exist as of December 31, 2022 due to the reasons described above and due to the shorter period of time that has elapsed since the identification of the additional errors in prior periods related to the material weakness discussed above.

Additionally, in connection with the preparation of the financial statements for the year ended December 31, 2022 appearing elsewhere in this Annual Report on Form 10-K, we identified a material weakness in our internal control over financial reporting related to the design and operation of our overall closing and financial reporting processes, including the timely preparation of account reconciliations, effective segregation of duties, and a lack of timely review over the financial statement close process.

We have concluded that this material weakness is due to the fact that, between the date the Company went public pursuant to the business combination and December 31, 2022, the Company had limited resources and did not have the necessary business processes and related internal controls formally designed and implemented coupled with the appropriate resources with the appropriate level of experience and technical expertise to oversee our closing and financial reporting processes.

Remediation Plan

Our remediation plan related to the material weakness over the accounting for complex financial instruments

incorporating additional controls and procedures over the review of complex financial instrument valuations as well as technical accounting resources to identify the inventory of complex accounting and financial instruments that require accounting analysis and evaluation;

enhancing the precision of review controls over complex financial instruments;

augmenting the review process relating to the valuation analyses performed by the third-party valuation experts and accounting firms that are utilized by the Company.

Our remediation plan related to the material weakness over our overall closing and financial reporting processes

hiring sufficient personnel with technical accounting and financial reporting experience to augment our current staff, to achieve appropriate segregation of duties and to improve the effectiveness of our closing and financial reporting processes;

implementing improved accounting and financial reporting procedures and systems to improve the completeness, timeliness and accuracy of our financial reporting and disclosures, including the assessment of more judgmental areas of accounting.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

As management continues to evaluate and work to improve our internal control over financial reporting, management may determine it is necessary to take additional measures to address the material weaknesses.

These material weaknesses will not be considered remediated unless and until such time as management designs and implements effective controls that operate for a sufficient period of time and concludes, through testing, that these controls are effective.

Until the controls have been operating for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively, the material weaknesses described above will continue to exist.

Management will monitor the progress of the remediation plan and report regularly to the audit committee of the board of directors on the progress and results of the remediation plan, including the identification, status and resolution of internal control deficiencies.

We can provide no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weakness or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls.

In addition, even if we are successful in strengthening our controls and procedures, in the future these controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Changes in Internal Control over Financial Reporting

Other than as set forth above, there were no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2021, covered by this Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex financial instruments.

Our management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting.

While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

For the three months ended December 31, 2022 other than the material weaknesses and remediation efforts described above, there have been no other changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to an exemption for “emerging growth companies.”

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

As of the date of this Report, our directors and officers are as follows:

Chief Executive Officer and Director

Chief Financial Officer and Director

Katie Curnutte

Damien Hooper-Campbell

Gregg Renfrew

The experience of our directors and executive officers is as follows:

Rascoff has been Co-Chair of our Board since our inception.

Rascoff currently serves as Co-Chair of the board of directors of Supernova III.

Rascoff served as CEO of Zillow from 2008 to 2018 and currently serves as chairman of dot.LA and chairman of Pacaso.

Prior to Zillow, Mr.

Rascoff co-founded Hotwire, where he ran corporate development through the company’s launch, the aftermath of 9/11 and ultimately the sale of the business to Expedia for $685 million.

Rascoff is currently on the board of directors of Palantir.

He formerly served on the board of directors of several other public and private technology companies, including Zillow Group, TripAdvisor, Zulily and Julep.

Before his consumer Internet career, Mr.

Rascoff worked in the Investment Banking division at Goldman Sachs and in private equity at TPG Capital.

He is also a member of the Young Presidents’ Organization and has served as a Visiting Executive Professor at Harvard Business School.

Rascoff graduated cum laude from Harvard University.

We believe Mr.

Rascoff is well qualified to serve on our Board due to his knowledge of the technology industry and extensive leadership experience in operating and advising technology companies.

Klabin has been Co-Chair of our Board since our inception.

Klabin currently serves as Co-Chair of the board of directors of Supernova III.

Klabin co-founded Senator Investment Group in early 2008 where he served as Managing Partner and Co-Chief Investment Officer until 2020 and has served as Executive Chairman of Sotheby’s Financial Services since October 2020.

INFORMATION ABOUT OUR DIRECTORS AND EXECUTIVE OFFICERS

The brief biographies below include information, as of March 27, 2023, regarding the specific and particular experience, qualifications, attributes and skills for each member of our board of directors.

Executive Officers

Subodh Kulkarni

President, Chief Executive Officer and Director

Jeff Bertelsen

Chief Financial Officer

General Counsel and Corporate Secretary

Chief Technology Officer

Non-Employee Directors

Alissa Fitzgerald

Cathy McCarthy

Michael Clifton

Gail Sandford

Executive Officers

Subodh Kulkarni.

Subodh Kulkarni has served as President, Chief Executive Officer and director of Rigetti since December 2022.

Kulkarni previously served as president, chief executive officer, and member of the board of directors of CyberOptics Corporation (“CyperOptics”), a developer and manufacturer of high precision sensors and inspection systems for the semiconductor and electronics industry.

He held these roles from 2014 until CyberOptics was acquired by Nordson Corporation in November 2022.

Prior to CyberOptics, Dr.

Kulkarni was chief executive officer of Prism Computational Sciences, a developer of software tools for scientific and commercial applications in the semiconductor industry.

Earlier in his career, he held additional leadership positions, including chief technology officer and senior vice president of OEM/Emerging business, global commercial business, R&D and manufacturing at Imation, a global scalable storage and data security company.

Kulkarni began his career in research and management positions with 3M Corporation and IBM.

He received his B.S.

in chemical engineering from the Indian Institute of Technology, Mumbai, and later obtained a M.S.

in chemical engineering from MIT.

Kulkarni currently serves on the board of directors of KeyTronic Corporation (Nasdaq:

KTCC), an electronics manufacturing services company, as well as chairman of the board of directors of Prism Computational Sciences.

We believe Dr.

Kulkarni is well qualified to serve on our Board because of his prior leadership and officer positions at technology and software companies.

Jeff Bertelsen.

Bertelsen was most recently Chief Financial Officer and Chief Operating Officer of CyberOptics Corporation, a developer and manufacturer of high precision sensors and inspection systems for the semiconductor and electronics industry.

Bertelsen joined CyberOptics as Vice President—Finance and Chief Financial Officer in 2005.

In February 2014, Mr.

Bertelsen was appointed Chief Operating Officer of CyberOptics, and also retained his positions as Vice President—Finance and Chief Financial Officer.

Bertelsen was also appointed Secretary of CyberOptics in February 2016.

Before joining CyberOptics, Mr.

Bertelsen held various positions with Computer Network Technology Corporation, a provider of storage networking equipment and solutions (“CNT”), as Vice President, Finance, Corporate Controller and Treasurer and Assistant Secretary.

Prior to joining CNT, Mr.

Bertelsen was a Certified Public Accountant with KPMG LLP.

Danis has served as General Counsel and Corporate Secretary of Rigetti since immediately following the consummation of the Business Combination and served as Legacy Rigetti’s General Counsel and Corporate Secretary from July 2019 until the consummation of the Business Combination.

Prior to joining Legacy Rigetti, Mr.

Danis served as Chief Legal Officer and corporate secretary at Kymeta Corporation from May 2018 to July 2019.

Danis also served as Senior Vice President and Assistant General Counsel at Funko from December 2017 to May 2018 and as General Counsel and Corporate Secretary at publicly traded Rightside Group, Ltd.

from August 2014 until August 2017.

In addition, Mr.

Klabin currently serves as Chairman and CEO of Ancient Management LP and is currently on the board of directors of Offerpad.

Klabin built and scaled Senator to be a widely respected investment management firm that managed up to $10 billion in assets.

During his tenure, Senator managed capital on behalf of many of the largest pensions, endowments, sovereign wealth funds and family offices globally.

Klabin’s leadership, Senator became known for pursuing differentiated thematic and event-driven investments in public and private securities across both credit and equity.

Prior to co-founding Senator, Mr.

Klabin worked at York Capital Management and Quadrangle Group.

Klabin began his career in the M&A department at Goldman Sachs.

He is a member of the board of directors of Enstructure, Faherty Brand and The Nantucket Project.

Additionally, he serves as a Trustee of the New York Philharmonic, The Allen-Stevenson School and is a member of the Leadership Council of The Robin Hood Foundation.

Klabin received a Bachelor of Arts degree in English Literature from Princeton University.

We believe Mr.

Klabin is well qualified to serve on our Board due to his vast investment and corporate finance experience.

Reid has served as our Chief Executive Officer and a director since our inception.

Reid currently serves as Chief Executive Officer and a member of the board of directors of Supernova III.

Prior to that he was a Partner at BDT Capital Partners and was a Senior Managing Director at Blackstone prior to July 2019, where he helped lead over 15 private equity investments representing over $40 billion in transaction value across a range of industries and geographies.

In his 21 years at Blackstone, Mr.

Reid sourced, evaluated and executed a range of transaction types including growth capital, buyouts and distressed opportunities.

He was a member of Blackstone’s Private Equity Investment Committee and was one of the senior partners helping to lead the firm’s private equity efforts in Europe from 2012 to 2016.

Reid has served on several public and private boards, including Scout24, one of the largest online classified businesses in Germany;

SESAC, a large music performance rights organization;

Intelenet, a business process solutions company;

and Nielsen, a leading consumer and media measurement business.

Prior to joining Blackstone, Mr.

Reid worked in the Investment Banking division at Morgan Stanley.

He earned a degree in economics and graduated magna cum laude from Princeton University.

Danis has served as a director on the board of F3 Nation, Inc.

since January 2020.

Danis has over 25 years of experience practicing law, almost exclusively in-house at technology companies.

Danis received a B.B.A.

in accounting from Ohio University and a J.D.

from DePaul University College of Law.

David Rivas .

Rivas has served as Chief Technology Officer since February 2023 and previously was Senior Vice President, Systems and Services at Rigetti since March 2019, where he oversaw the engineering and operations of Rigetti’s Quantum Cloud Services platform.

Rivas served as Vice President Engineering at Bolt Threads from March 2017- February 2018.

He served as President and COO and later as CEO of Stage 3 Systems from 2013-2015.

He held several roles at Nokia from 2007-2012 including Vice President, Emerging Products and Vice President, Product & Technology Management.

From October 2003- February 2006 he served as Chief Technology Officer - Client Systems Group at Sun Microsystems.

He holds a B.S.

in electrical and computer engineering, both from the University of California, San Diego.

Non-Employee Directors

Fitzgerald has served as a member of the Board since March 2022 and previously served as a member of the Legacy Rigetti Board from April 2018 until the consummation of the Business Combination.

She has also served as the Chief Executive Officer and Managing Member of A.M.

Fitzgerald & Associates, LLC, a consulting services firm for micro electromechanical systems (MEMS) product development and technology since 2003.

She had previously worked in engineering or management positions at several technology companies.

She currently serves as a member of the board of directors of Transducer Research Foundation since 2016 and served as a board director for the MEMS Industry Group (MIG) from 2008 to 2014.

Fitzgerald received a PhD.

in aeronautics and astronautics from Stanford University and an M.S.

in aeronautics and astronautics from the Massachusetts Institute of Technology.

We believe Dr.

Fitzgerald is qualified to serve as a member of the Board because of her extensive experience as a senior executive and substantial knowledge in semiconductor and electronics technology.

Johnson has served as a member of the Board since March 2022 and previously served as a member of the Legacy Rigetti Board from August 2019 until the consummation of the Business Combination.

He has served as Chief Executive Officer of the Technology Innovation Institute since August 2021, and also has served as Operating Partner at Bessemer Venture Partners since July 2020, after joining Bessemer Venture Partners as an Executive In Residence in June 2015.

Prior to that, Dr.

Johnson served as Senior Vice President and Chief Technology Officer of the Lockheed Martin Corporation from July 2006 to February 2015.

He also served as Senior Vice President and Chief Operating Officer of Modern Technology Solutions, Inc.

from June 2005 to July 2006 and as Senior Vice President and Business Unit General Manager at SAIC from January 1996 to June 2005.

Johnson is also a member of the board of directors of Xanadu Quantum Technologies.

Johnson received a B.S.

in electrical engineering from Oklahoma State University and a PhD.

in electrical engineering from the U.S.

Air Force Institute of Technology.

We believe Dr.

Johnson is qualified to serve as a member of the Board because of his integral involvement in the technology industry, generally, and management roles at global venture capital firms.

Cowan has served as a member of the Board since March 2022 and previously served as a member of the Legacy Rigetti Board from April 2021 until the consummation of the Business Combination.

Cowan is a partner at Bessemer Venture Partners, a venture capital investment firm.

Cowan is or has been a member of the board of directors of a number of portfolio companies of Bessemer Venture Partners, including Xanadu Quantum Technologies.

Cowan is also a member of the board of directors of Rocket Lab USA, Inc.

Cowan holds an A.B.

in Computer Science and Mathematics from Harvard University and an MBA from Harvard Business School.

We believe Mr.

Reid is well qualified to serve on our Board due to his corporate finance and prior public company experience.

Clifton has served as our Chief Financial officer and a director since our inception.

Clifton currently serves as Chief Financial Officer and a director of Supernova III.

Cowan is qualified to serve as a member of the Board because of his integral involvement in the technology industry, generally, and his experience in the venture capital industry.

Cathy McCarthy.

McCarthy has served as a member of the Board since March 2022 and, has served as Chair of the Board since July 15, 2022.

McCarthy previously served as a member of Legacy Rigetti Board from July 2021 until the consummation of the Business Combination.

McCarthy is currently President and CEO of Cross Tack Consulting, a strategy consulting firm.

McCarthy previously served as Chief Executive Officer and as Chief Financial Officer of SM&A, a publicly traded company specializing in business capture and program services support services to government contractors.

McCarthy served on the board of directors, compensation committee and audit committee of Solta Medical, Inc., prior to its merger with Valeant Pharmaceuticals International, Inc.

She currently serves as a board member and audit committee chair of the Middleby Corporation, a publicly-traded leader in the foodservice equipment industry.

McCarthy began her career at Mellon Bank, N.A., where she was Vice President of several lending departments and was responsible for oversight of highly leveraged and distress assets.

We believe Ms.

McCarthy is qualified to serve as a member of the Board because of her extensive experience and prior public board and audit committee experience.

Michael Clifton .

Clifton has served as a member of the Board since March 2022 and previously served as the Chief Financial Officer and a director of Supernova since its inception.

Clifton currently serves as a Partner at Falfurrias Management where he helps lead Falfurrias Growth Partners.

Prior to that, he was Chief Financial Officer and/or a director of Supernova Partners Acquisition Company I Inc.

and Supernova Partners Acquisition Company III Ltd.

Prior to that he was a senior investment professional at The Carlyle Group from 2010 to 2020 as a member of its flagship U.S.

Buyout team where he helped lead Carlyle’s investing activities in the technology and business services sectors.

During his tenure he worked on transactions involving companies in multiple sectors, including enterprise software, FinTech and IT services.

During his tenure he worked on transactions involving companies in multiple sectors, including enterprise software, financial technology, semiconductors, and IT services.

He has served on four private boards and has been a board observer of a public company.

Over his career, Mr.

Clifton has been involved in transactions with a total value in excess of $30 billion, including multiple leveraged buyouts, growth investments, carve-outs and turnarounds.

Clifton has substantial public market experience and has helped lead the public exits of three portfolio companies, representing the sale of over $5 billion in equity.

Clifton has been involved in several leveraged buyouts, growth investments, and carve-outs.

Clifton has substantial public market experience and has helped lead the public offerings of three companies.

Prior to joining Carlyle, Mr.

Clifton worked at two mid-market private equity firms, as well as in the M&A group of Bank of America Securities.

Clifton worked at two middle market private equity firms, as well as in the M&A group of Bank of America Securities.

He earned a Bachelor of Arts, cum laude, in classics from Davidson College, and an MBA with High Distinction from the Harvard Business School where he was a Baker Scholar.

We believe Mr.

Clifton is well qualified to serve on our Board due to his corporate finance experience and previous SPAC experience.

Ken Fox is currently a director of Supernova II I and the founder of Stripes, LLC, a growth equity firm that primarily invests in internet, SaaS and branded consumer product companies, which he founded in 2008.

Fox is actively involved with current Stripes’ portfolio companies, including Erewhon , Monday.com, Pleo , Reformation, On Running, Snooze, Blue Apron, Udemy, GoFundMe, Stella & Chewy’s , Levain Bakery, and Kareo .

He was also involved with former Stripes’ portfolio companies Flatiron Health (acquired by Roche), eMarketer (acquired by Axel Springer SE), Ketra (acquired by Lutron), Seamless/ Grubhub (completed initial public offering), Sandata , and TurtleBeach .

Previously, Mr.

Fox was the Chairman of SmartWool (acquired by VF Corp.), served on the board of NetQuote (acquired by Bankrate) and SilverSky (acquired by BAE Systems).

Prior to forming Stripes, Mr.

Fox was a Co-Founder and Managing Director with Internet Capital Group, a venture capital firm.

Prior to forming Internet Capital Group, Mr.

Fox was the director of West Coast operations for Safeguard Scientifics, Inc.

and TL Ventures.

Fox is also a co-founder of A10 Capital, a commercial mortgage lender.

Fox graduated from Pennsylvania State University, with a BS in economics.

We believe Mr.

Fox is well qualified to serve on our Board due to his experience as an investor in the consumer and software sectors.

Damien Hooper-Campbell is the first Chief Diversity Officer at Zoom.

Hooper-Campbell has served in this capacity since June 2020.

Hooper-Campbell leads the design and implementation of Zoom’s global diversity and inclusion strategy with a focus on its current and future employees and customers, its products and its communities.

He is also responsible for establishing Zoom’s University Recruiting program and initiatives.

Prior to joining Zoom, Mr.

Hooper-Campbell was a Vice President at eBay where he served as the company’s first Chief Diversity Officer for four years.

While at eBay, he led the design and implementation of eBay’s global strategy for embedding diversity and inclusion across its workforce, workplace and marketplace.

He also led eBay’s University Recruiting & Programs team and was a member of the eBay Foundation’s Board of Directors.

Before eBay, Mr.

Hooper-Campbell served as Uber’s first Global Head of Diversity & Inclusion and as a Diversity Strategist at Google.

Prior to Google, Mr.

Hooper-Campbell was a Vice President in Goldman Sachs’ Pine Street Leadership Development Group.

Hooper-Campbell has served on the Board of New Jersey Needs You and as a mentor in Morehouse College’s Executive Mentorship Program.

He was selected for the California Diversity Council’s 2017 Leadership Excellence Award, the Network Journal’s 2017 40 Under Forty Achievers Award and EBONY Magazine’s 2016 Power 100 List, and has been featured in the Wall Street Journal, New York Times, Fortune, Forbes, Fast Company, TechCrunch and The Globe and Mail.

Hooper-Campbell graduated with a BA in Economics from Morehouse College and an MBA from Harvard Business School, where he was both a Bert King and Morgan Stanley Fellow.

We believe Mr.

Hooper‑Campbell is well qualified to serve on our Board due to his leadership experience in the technology sector.

Jim Lanzone is currently a director of Supernova III and the Chief Executive Officer of Yahoo.

Lazone served in this capacity since September 2021.

Prior to that, Mr.

Lazone served as the Chief Executive Officer of Tinder.

Previously, Mr.

Lanzone served as an Executive-in-Residence at Benchmark Capital.

From May 2016 to December 2019, Mr.

Lanzone served as Chief Digital Officer of CBS Corporation, a leading mass media company.

In addition, from January 2014 to December 2019, Mr.

Lanzone was Chief Executive Officer of CBS Interactive, a top consumer Internet property and a division of CBS Corporation.

Previously, Mr.

Lanzone served as President of CBS Interactive from March 2011 to December 2013.

At CBS Interactive, Mr.

Lanzone oversaw the creation, launch and growth of streaming subscription services like CBS All Access and free, ad-supported services including CBSN, CBS Sports HQ and ET Live.

From January 2009 to February 2011, Mr.

Lanzone was Founder and Chief Executive Officer of Clickr Media, Inc., an Internet video search engine and navigation guide, which was acquired by CBS Corporation in 2011.

Lanzone has also served as Chief Executive Officer of Ask.com (formerly Ask Jeeves), which he joined in 2001 after its acquisition of eTour.com, where he was Co-Founder and President.

Lanzone is currently a board member of GoPro, Inc.

and Newport Festivals Foundation.

Lanzone graduated with a bachelor’s degree in political science from the University of California, Los Angeles in 1993.

He also holds a dual JD/MBA degree from Emory University School of Law and Emory University Business School.

We believe Mr.

Lanzone is well qualified to serve on our Board due to his extensive experience in digital and social media and prior public company experience.

Gregg Renfrew is currently a director of Supernova III and the founder and Chief Executive Officer of Beautycounter, a leading clean beauty and skincare company which she founded in 2011.

The multi-channel, direct-to-consumer brand

has been recognized as a pioneer of the clean beauty movement advocating for stricter regulations for the entire beauty industry.

Beautycounter has received numerous awards including being named to CNBC 2020 Disruptor 50 list, Fast Company’s Most Innovative Companies, Allure Best of Beauty, Glamour Beauty Awards, Refinery29 Innovators List, NewBeauty Awards, WWD’s 2019 Best-Performing Beauty Company (small cap) and the CEW’s 2019 Indie Brand of the Year.

Before launching Beautycounter, Ms.

Renfrew sold her bridal registry company, The Wedding List, to Martha Stewart Living Omnimedia in 2001.

She then led new-concept, brand, marketing, merchandising and operational consulting engagements with Bergdorf Goodman, Goldie Hawn and Kate Hudson, Intermix, Sugar Paper, and Lela Rose, among other high-profile corporate and entertainment clients.

Renfrew has spoken at Vanity Fair’s Founders Fair and Fortune’s Most Powerful Women and NextGen Summit, as well as top business schools, including Wharton (University of Pennsylvania), Tuck (Dartmouth), Stanford and Columbia.

Renfrew currently serves on the board of directors for The Nantucket Project and previously served on the boards of organizations including GOOD+ Foundation, Healthy Child Healthy World and her alma mater, Miss Porter’s School, where she was the commencement speaker in 2014.

We believe Ms.

Renfrew is well qualified to serve on our Board due to her extensive experience in building and scaling businesses.

Rajeev Singh is a currently director of Supernova III and the Chief Executive Officer of Accolade, a personalized advocacy company for employers, health plans and health systems, which he joined in November 2015.

Prior to that, Mr.

Singh co-founded Concur Technologies, Inc., a business travel and expense management company, in 1993, and was most recently its president and chief operating officer until it was acquired by SAP AG in 2014.

At Concur, he was responsible for all operational functions of the business ranging from sales and marketing to customer services to R&D and human resources.

Prior to Concur, Mr.

Singh held positions at Ford Motor Company and General Motors Corporation.

Singh serves on the board of Avalara, a top provider of cloud-based tax compliance automation for businesses, Amperity, the world’s only Intelligent Customer Data Platform, and Seattle Children’s Hospital Foundation, a not‑for‑profit corporation that raises funds to help every child live the healthiest and most fulfilling life possible.

Singh holds a BS from Western Michigan University.

We believe Mr.

Singh is qualified to serve on our board of directors due to his significant operational and strategic expertise.

Katie Curnutte is a founding partner at Kingston Marketing Group, a start-up-focused global marketing and communications firm founded in September 2019.

At KMG, she runs communications strategy for notable companies from Series A to exit, and beyond.

Before KMG, Ms.

Curnutte was senior vice president of communications and public affairs at Zillow.

She spent 11 years at Zillow, initially joining to create Zillow’s “data PR” program, which used data to create a communications program that helped attract Zillow’s first 20 million unique users.

She oversaw communications through pivotal moments like the company’s IPO, multiple M&A transactions and various crises.

Curnutte is currently on the board of directors of Offerpad.

She started her career as a journalist and graduated from the University of Illinois Urbana-Champaign with a B.S.

in Journalism.

Clifton is qualified to serve on the Board due to his corporate finance experience and experience investing in technology companies, including semiconductor businesses.

Gail Sandford.

Sandford has served as a member of the Board since March 2022.

Currently Ms.

Sandford holds the position as Principal Director, Business Transformation Office at The Aerospace Corporation.

Prior to joining The Aerospace Corporation, Ms.

Sandford served as Chief Operations Officer of Recros Medica, an aesthetic medical device startup from 2017 to 2022, and as Chief Operations Officer of PFMG Solar, a leading solar developer in the municipal and school market from 2011 to 2017.

Previously, Ms.

Sandford served as Vice President at SM&A, a publicly traded consulting firm specializing in business capture and program support services for clients in aerospace, defense, homeland security, and information services, and as Director of Proprietary Programs at Boeing, where she led a program to deliver a novel classified space system.

Sandford holds a B.S.

in physics from North Georgia College, an M.S.

in engineering from The George Washington University, and an MBA from the University of Southern California.

We believe Ms.

Curnutte is qualified to serve on our board of directors due to her experience in scaling companies and communications.

Number and Terms of Office of Officers and Directors

Our board of directors consists of 10 members and is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

In accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the NYSE.

The term of office of the first class of directors, consisting of Damien Hooper-Campbell, Katie Curnutte and Ken Fox, will expire at our first annual general meeting.

The term of office of the second class of directors, consisting of Jim Lanzone, Gregg Renfrew and Rajeev Singh, will expire at our second annual general meeting.

The term of office of the third class of directors, consisting of Spencer Rascoff, Alexander Klabin, Michael Clifton and Robert Reid, will expire at our third annual general meeting.

Prior to the completion of an initial business combination , any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our Class B ordinary shares .

In addition, prior to the completion of an initial business combination , holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.

Our amended and restated memorandum and articles of association provides that our officers may consist of one or more chair or co-chair of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.

Members of our management team and Board are not required to commit any specific amount of time to our affairs, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.

Accordingly, our officers and directors may have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

Committees of the Board of Directors

Our board of directors has three standing committees:

an audit committee, a nominating committee and a compensation committee.

Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, the rules of the NYSE require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors.

Sandford is qualified to serve on the Board due to her experience in managing large, complex technical programs and her significant government contract experience.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Board Composition

Our business and affairs are organized under the direction of the Board.

The Board will meet on a regular basis and additionally as required.

In accordance with the terms of the Bylaws, the Board may establish the authorized number of directors from time to time by resolution.

The Board consists of seven members.

In accordance with the Certificate of Incorporation, the Board is divided into three classes with staggered three-year terms.

At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election.

The Board is divided among the three classes as follows:

the Class I directors are Subodh Kulkarni, Ray Johnson and H.

Gail Sandford, and their terms will expire at the annual meeting of stockholders to be held in 2023;

the Class II directors are Alissa Fitzgerald and David Cowan, and their terms will expire at the annual meeting of stockholders to be held in 2024;

the Class III directors are Cathy McCarthy and Michael Clifton and their terms will expire at the annual meeting of stockholders to be held in 2025.

As nearly as possible, each class will continue to consist of one-third of the directors.

The division of the Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Director Independence

Under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s Board must qualify as “independent,” as affirmatively determined by the Board.

The Board consults with the Company’s counsel to ensure that the Board’s determinations with respect to independence are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Based on information provided by each director concerning his or her background, employment and affiliations, the Board determined that none of our directors, other than Mr.

Kulkarni, has any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of our directors, other than Mr.

Kulkarni, is “independent” as that term is defined under the Nasdaq listing standards.

In addition, our Board previously determined that Peter Pace, who served as a director and chair of the Board during 2022, including as a member of the audit committee and the compensation committee, and resigned effective July 2022, was “independent” as that term is defined under the Nasdaq listing standards.

In making these determinations, the Board considered the current and prior relationships that each non-employee director has with Rigetti and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of securities of Rigetti by each non-employee director and the transactions described in the section titled “ Certain Relationships and Related Person Transaction s .” The Board also determined that each member of our Audit, Compensation and Nominating and Corporate Governance Committees satisfies the independence standards for such committees established by the SEC and the Nasdaq listing standards, as applicable.

Role of the Board in Risk Oversight/Risk Committee

One of the key functions of the Board is the informed oversight of our risk management process.

The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight.

In particular, the Board is responsible for monitoring and assessing strategic risk exposure and the Board’s audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

The Board’s audit committee also monitors compliance with legal and regulatory requirements and assesses cybersecurity risks, including through its standing subcommittee focused on cybersecurity.

The Board’s compensation committee also assesses and monitor whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.

Committees of the Board

The Board adopted a charter for each of its committees, which comply with the applicable requirements of current SEC and Nasdaq rules.

We intend to comply with future requirements to the extent applicable.

Copies of the charters for each committee are available on the investor relations portion of our website.

Audit Committee

We have established an audit committee of the board of directors.

Alexander Klabin, Rajeev Singh and Jim Lanzone serve as members of our audit committee.

Our board of directors has determined that each of them are independent under the NYSE listing standards and applicable SEC rules.

Alexander Klabin serves as the Chairman of the audit committee.

Under NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent.

We intend to appoint one additional independent director to our audit committee within one year from the date of the listing to replace the non-independent member pursuant to the NYSE phase-in provisions for initial public offerings.

Each member of the audit committee is financially literate, and our board of directors has determined that Alexander Klabin qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The audit committee is responsible for:

meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

monitoring the independence of the independent registered public accounting firm;

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

inquiring about and discussing with management our compliance with applicable laws and regulations;

pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

appointing or replacing the independent registered public accounting firm;

determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our consolidated financial statements or accounting policies;

monitoring compliance on a quarterly basis with the terms of our Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our Initial Public Offering;

reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates.

Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

Nominating Committee

We have established a nominating committee of our board of directors.

The members of our nominating committee are Spencer Rascoff, Gregg Renfrew and Ken Fox.

Spencer Rascoff serves as chairman of the nominating committee.

Under the NYSE listing standards, a nominating committee must be composed entirely of independent directors.

We intend to appoint one additional independent director to our nominating committee within one year from the date of the listing to replace the non-independent member pursuant to the NYSE phase-in provisions for initial public offerings.

Our board of directors has determined that each of Gregg Renfrew and Ken Fox is independent.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.

The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

The guidelines for selecting nominees, which are specified in a charter adopted by us, generally provide that persons to be nominated:

should have demonstrated notable or significant achievements in business, education or public service;

should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.

The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating committee does not distinguish among nominees recommended by shareholders and other persons.

The audit committee consists of Cathy McCarthy, H.

Gail Sandford, Alissa Fitzgerald and Michael Clifton, each of whom the Board has determined satisfies the independence requirements under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act.

The chair of the audit committee is Ms.

The Board has determined that Ms.

McCarthy is an “audit committee financial expert” within the meaning of SEC regulations.

Each member of the audit committee can read and understand fundamental financial statements in accordance with applicable requirements.

In arriving at these determinations, the Board examined each audit committee member’s scope of experience and the nature of their employment.

The primary purpose of the audit committee is to discharge the responsibilities of the Board with respect to the corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee the independent registered public accounting firm.

Specific responsibilities of the audit committee include:

oversee our accounting and financial reporting processes, systems of internal control, financial statement audits and the integrity of our financial statements;

manage the selection, engagement terms, fees, qualifications, independence, and performance of the registered public accounting firms engaged as our independent outside auditors for the purpose of preparing or issuing an audit report or performing audit services (the “Auditors”);

maintain and foster an open avenue of communication with our management, internal audit group (if any) and Auditors;

review any reports or disclosures required by applicable law and stock exchange listing requirements;

oversee the design, implementation, organization and performance of our internal audit function (if any);

help our Board oversee our legal and regulatory compliance, including risk assessment;

oversee our technology security and data privacy programs;

prepare the audit committee report required by the SEC to be included in our annual proxy statement, and

provide regular reports and information to the Board.

Compensation Committee

We have established a compensation committee of our board of directors.

The members of our compensation committee are Spencer Rascoff, Gregg Renfrew, Ken Fox and Damien Hooper-Campbell.

Spencer Rascoff serves as chairman of the compensation committee.

Under the NYSE listing standards, we are required to have a compensation committee composed entirely of independent directors.

Our board of directors has determined that each of Gregg Renfrew and Ken Fox is independent.

We intend to appoint one additional independent director to our compensation committee within one year from the date of the listing to replace the non-independent member pursuant to the NYSE phase-in provisions for initial public offerings.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and approving the compensation of all of our other Section 16 executive officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

The compensation committee consists of Ray Johnson and Michael Clifton.

The chair of the compensation committee is Mr.

The Board has determined that each member of the compensation committee is independent under the Nasdaq listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The primary purpose of the compensation committee is to discharge the responsibilities of the Board in overseeing the compensation policies, plans and programs and to review and determine the compensation to be paid to executive officers, directors and other senior management, as appropriate.

Specific responsibilities of the compensation committee include:

help the Board oversee our compensation policies, plans and programs with a goal to attract, incentivize, retain and reward top quality executive management and employees;

review and determine the compensation to be paid to our executive officers and directors;

when required, review and discuss with management our compensation disclosures in the “Compensation Discussion and Analysis” section of our annual reports, registration statements, proxy statements or information statements filed with the SEC;

when required, prepare and review the Committee report on executive compensation included in our annual proxy statement;

review and ensure our talent management strategies are aligned to best practices and ensure we attract, retain and develop top talent.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee consists of Alissa Fitzgerald, H.

Gail Sandford, and David Cowan.

The chair of the nominating and corporate governance committee is Ms.

The Board has determined that each member of the nominating and corporate governance committee is independent under the Nasdaq listing standards.

Specific responsibilities of the nominating and corporate governance committee include:

help the Board oversee our corporate governance functions and develop, update as necessary and recommend to the Board the governance principles applicable to Rigetti;

identify, evaluate and recommend and communicate with candidates qualified to become Board members or nominees for directors of the Board consistent with criteria approved by the Board;

make other recommendations to the Board relating to the directors of Rigetti.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and in the past year none of them has served, as a member of the compensation committee of any entity that has one or more officers serving on our Board.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees.

A copy of the Code of Ethics is available on our website at https://www.supernovaspac.com/.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics on our website.

None of the members of our compensation committee has ever been an executive officer or employee of Rigetti.

None of our executive officers currently serve, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers that serve as a member of the Board or compensation committee.

Code of Business Conduct and Ethics

The Board adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) applicable to all of our employees, executive officers and directors.

The Code of Conduct is available at the investors section of our website at https://www.rigetti.com/investor-information.

Information contained on or accessible through the website is not a part of this prospectus, and the inclusion of the website address in this prospectus is an inactive textual reference only.

Any amendments to the Code of Conduct, or any waivers of its requirements, are expected to be disclosed on our website at the above location to the extent required by applicable rules and exchange requirements, including in order to satisfy Item 5.05 of Form 8-K.

The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines in accordance with the corporate governance rules of the NYSE that serve as a flexible framework within which our Board and its committees operate.

These guidelines cover a number of areas including board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of the Board, Chief Executive Officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning.

A copy of our corporate governance guidelines is posted on our website.

Our Board has adopted the Rigetti Computing, Inc.

Corporate Governance Guidelines for the conduct and operation of the Board in order to give directors a flexible framework for effectively pursuing our objectives for the benefit of our stockholders.

The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and management succession planning and board committees and compensation.

The Corporate Governance Guidelines are available in the investors section of our website at https://www.rigetti.com/investor-information.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, certain officers and persons who beneficially own more than 10% of the outstanding shares of our common stock to report to the SEC their initial ownership of our common stock and any subsequent changes in that ownership.

Based solely on our review of such reports filed electronically with the SEC and written representations from reporting persons that no other reports were required during the fiscal year ended December 31, 2022, we believe that all Section 16(a) filing requirements applicable to such persons were met in a timely manner, except that Ms.

McCarthy, one of our directors, failed to timely file a Form 4 with respect to one transaction in shares of our common stock during the reporting period.

Limitation on Liability and Indemnification of Directors and Officers

The Certificate of Incorporation limits a directors’ liability to the fullest extent permitted under the DGCL.

The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

for any transaction from which the director derives an improper personal benefit;

for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

for any unlawful payment of dividends or redemption of shares;

for any breach of a director’s duty of loyalty to the corporation or our stockholders.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Delaware law and the Bylaws provide that the Company will, in certain situations, indemnify our directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law.

Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.

In addition, the Company entered into separate indemnification agreements with our directors and officers.

These agreements, among other things, require the Company to indemnify our directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of our directors or officers or any other company or enterprise to which the person provides services at our request.

We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers.

We believe these provisions in the Charter and Bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Executive Compensation.

Executive Officers and Directors

None of our executive officers or directors has received any cash (or non-cash) compensation for services rendered to us.

Our Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combination.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or their affiliates.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.

It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of February 22, 2022 based on information obtained from the persons named below, with respect to the beneficial ownership of ordinary shares, by:

each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

each of our executive officers and directors that beneficially owns ordinary shares;

all our executive officers and directors as a group.

In the table below, percentage ownership is based on 43,125,000 shares of our ordinary shares, consisting of (i) 34,500,000 Class A ordinary shares and (ii) 8,625,000 Class B ordinary shares, issued and outstanding as of December 31, 2021.

Percentage ownership with respect to the Sponsor is based on 47,575,000 ordinary shares and includes the shares underlying the 4,450,000 private placement warrants.

Voting power represents the combined voting power of Class A ordinary shares and Class B ordinary shares owned beneficially by such person.

On all matters to be voted upon, the holders of the Class A ordinary shares and Class B ordinary shares vote together as a single class.

Currently, all of the Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis.

The table below includes the Class A ordinary shares underlying the private placement warrants held by the Sponsor because these securities are exercisable within 60 days of this Report.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

Number of Shares Beneficially Owned (2)

Percentage of Ordinary Share

Name and Address of Beneficial Owner (1)

Supernova Partners II LLC (our Sponsor) (3)

12,868,000 (3)

Katie Curnutte (2)

Damien Hooper-Campbell (2)

Jim Lanzone (2)

Gregg Renfrew (2)

Rajeev Singh (2)

638 Capital Partners, LP

Empyrean Capital Overseas Master Fund, Ltd.

All officers, directors and director nominees

as a group (ten individuals)

_____________________

Less than one percent.

Unless otherwise noted, the business address of each of our shareholders is 4301 50th Street NW, Suite 300 PMB 1044, Washington, D.C.

Interests shown consist solely of Founder Shares, classified as Class B ordinary shares.

Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination.

The shares reported above are held in the name of our sponsor.

Our sponsor is governed by a board of managers consisting of four managers:

Rascoff, Alexander M.

Klabin, Robert D.

Reid and Michael S.

Each director has one vote, and the approval of a majority of the directors is required to approve any action of our sponsor.

Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of at least a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities.

Based upon the foregoing analysis, no director of our sponsor exercises voting or dispositive control over any of the securities held by our sponsor, even those in which he or she directly holds a pecuniary interest.

Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.

Changes in Control

In the event of the consummation of the business combination with Rigetti, there will be a change of control.

Business” above.

Certain Relationships and Related Transactions, and Director Independence

Unless the context otherwise requires, any reference in this section of this prospectus to “Rigetti,” “we,” “us,” “our” or “the Company” refers to Legacy Rigetti and its consolidated subsidiaries prior to the consummation of the Business Combination and to Rigetti and its consolidated subsidiaries following the Business Combination.

For the fiscal year ended December 31, 2022 (“fiscal year 2022”), our named executive officers were:

Subodh Kulkarni, Current President and Chief Executive Officer;

Rick Danis, Rigetti’s Former Interim President and Chief Executive Officer;

Chad Rigetti, Former President and Chief Executive Officer;

Brian Sereda, Former Chief Financial Officer;

Michael Harburn, Former Chief Technology Officer;

Taryn Naidu, Former Chief Operating Officer

Kulkarni joined Rigetti as President and Chief Executive Officer in December 2022 and was not a named executive officer for fiscal year 2021.

On November 12, 2022, the board accepted the resignation of Dr.

Rigetti as the Company’s President and Chief Executive Officer and appointed Rick Danis as the Interim President and Chief Executive Officer.

Rigetti continued as a director and non-executive employee of Rigetti until December 15, 2022.

On February 9, 2023, Mr.

Harburn’s employment with Rigetti ended and Mr.

Sereda ceased serving as Chief Financial Officer of Rigetti.

On April 18, 2022, Mr.

Naidu’s employment with Rigetti terminated.

Sereda and Mr.

Naidu were also named executive officers for the 11-months ended December 31, 2021 (“fiscal year 2021”).

Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for the fiscal years ended December 31, 2021 and December 31, 2022:

Name, Principal Position

Incentive Plan

Compensation (5)

Compensation (6)

Subodh Kulkarni (7)

President and CEO

Rick Danis (8)

Former Interim President and CEO, General Counsel and Secretary

Chad Rigetti (9)

Former President and CEO

Brian Sereda (10)

Former Chief Financial Officer

Michael Harburn (11)

Former Chief Technology Officer

Taryn Naidu (12)

Former Chief Operating Officer

Salary amounts represent actual amounts earned during fiscal year 2022.

See “ Narrative Disclosure to Summary Compensation Table—Base Salaries ” below.

This column reflects amounts awarded as discretionary bonuses in 2022.

See “ Narrative Disclosure to Summary Compensation Table—Bonuses ” below.

This column reflects the aggregate grant date fair value of the transaction stock awards and restricted stock units granted to the named executive officer during fiscal year 2022 and fiscal year 2021 under the 2013 Plan and 2022 Plan.

The aggregate grant date fair value is computed in accordance with ASC Topic 718 for stock-based compensation transactions.

Assumptions used in the calculation of these amounts are included in the notes to our financial statements included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2022.

This amount does not reflect the actual economic value that may be realized by the named executive officer.

This column reflects the aggregate grant date fair value of the option awards granted during fiscal year 2022 computed in accordance with ASC Topic 718 for stock-based compensation transactions.

Assumptions used in the calculation of these amounts are included in the notes to our audited financial statements included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2022.

These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.

The amounts reported for 2022 for Mr.

Kulkarni include the aggregate grant-date fair value of a time-vesting option awarded to the Mr.

Kulkani in December 2022, calculated in accordance with Topic 718.

Kulkani was also granted a performance-vesting option in December 2022 that is subject to time-based vesting and performance conditions as defined under applicable accounting standards.

See “—Narrative to Summary Compensation Table—Non-Equity Incentive Plan Compensation” below for a description of the material terms of the program for fiscal year 2021 pursuant to which this compensation was awarded.

The amounts shown for non-equity incentive plan compensation represent amounts earned for the fiscal years presented, whether or not actually paid during such year.

This column reflects the aggregate value of other categories of payment, consisting of (i) for Mr.

Danis, $384 for life insurance premiums for fiscal year 2022, and $1,968 for professional membership fees for fiscal year 2022;

Rigetti, $584 for life insurance premiums for each of fiscal year 2022 and fiscal year 2021, respectively, and $168,957 for reimbursement for legal fees paid in connection with negotiation of separation from the Company in fiscal year 2022;

(iii) for Mr.

Sereda, $384 and $160 for life insurance premiums for fiscal year 2022 and fiscal year 2021, respectively;

Harburn, $384 for life insurance premiums for fiscal year 2022;

and (v) for Mr.

Naidu, $384 and $552 for life insurance premiums for fiscal year 2022 and fiscal year 2021, respectively, and $3,791 for professional membership fees for fiscal year 2021.

Kulkarni joined Rigetti as Chief Financial Officer in December 2022.

Kulkarni was not a named executive officer for fiscal year 2021.

On November 12, 2022, Mr.

Danis was appointed Interim President and Chief Executive Officer.

On December 12, 2022, Mr.

Danis stepped down from such position and continued with the Company in his role as the Company’s General Counsel and Corporate Secretary.

Danis was not a named executive officer in 2021.

On November 12, 2022, the board accepted the resignation of Dr.

Rigetti as the Company’s President and Chief Executive Officer.

Rigetti continued as a director and non-executive employee of Rigetti until December 15, 2022.

Sereda ceased serving as Chief Financial Officer of Rigetti on February 9, 2023.

Sereda joined Rigetti as Chief Financial Officer in August 2021.

Harburn’s employment with Rigetti ended on February 9, 2023.

Harburn was not a named executive officer in 2021.

On April 18, 2022, Mr.

Naidu’s employment with Rigetti terminated.

Naidu is included as a named executive officer for 2022 because he would have been required to be included but for the fact that he was not serving as an executive officer at the end of the 2022.

Narrative Disclosure to Summary Compensation Table

Base Salaries

Our named executive officers receive a base salary to compensate them for the services they provide to our company.

The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

Kulkarni had an annual base salary of $585,000 commencing on December 7, 2022.

Rigetti had an annual base salary of $446,000 in fiscal year 2022 and $350,000 for fiscal year 2021.

Danis had an annual base salary of $309,000 for fiscal year 2022 which was increased to $392,333 from November 12, 2022 to December 12, 2022, which was the duration of his position as Interim President and Chief Executive Officer.

Sereda has an annual base salary of $348,000 in fiscal year 2022 and $325,000 in fiscal year 2021.

Harburn had an annual base salary of $345,000 for fiscal year 2022.

Naidu had an annual base salary of $379,000 for fiscal year 2022.

Naidu had a base salary of $275,000 from February 1, 2021 to July 14, 2021 and a base salary of $284,625 commencing on July 15, 2021 for fiscal year 2021.

The actual salaries earned by each named executive officer for fiscal year 2022 and fiscal year 2021 (the 11-month period from February 1, 2021 to December 31, 2021) are set forth in the “ Summary Compensation Table ” above in the column titled “ Salary .”

Transaction Cash Bonuses.

In recognition of contributions in connection with the Business Combination, the Legacy Rigetti Board approved cash bonuses that were paid to Dr.

Danis and Mr.

Sereda in the amount of $400,000, $400,000, $350,000 and $25,000, respectively, in connection with the closing of the Business Combination in fiscal year 2022.

Discretionary Bonuses.

In fiscal year 2022, Dr.

Rigetti received a discretionary bonus of $2,350.

In fiscal year 2021, Dr.

Rigetti received a discretionary bonus of $700 in March 2021 and $600 in May 2021.

Sereda Signing Bonus.

Sereda received a sign-on bonus in an aggregate amount of $75,000 as an incentive for him to join the Company.

Non-Equity Incentive Plan Compensation

For fiscal year 2022, we did not have an annual performance-based cash bonus program.

In 2021, the Legacy Rigetti Board implemented an annual performance-based cash bonus program in which each of the named executive officers participate.

Sereda was eligible for a performance-based cash bonus under the Company’s 2021 performance bonus program pursuant to his offer letter, which is described in “Employment Arrangements with Executive Officers—Brian Sereda.” Under the performance bonus program for fiscal year 2021, each named executive officer was eligible to be considered for a cash performance bonus based on (1) a target bonus, as a percentage of base salary, and (2) the achievement of 2021 corporate goals established by the Legacy Rigetti Board in its sole discretion.

Each named executive officer for fiscal year 2021 was assigned a maximum target performance bonus of 16% of current base salary with respect to Dr.

Rigetti and Mr.

Naidu ($350,000 and $284,625 for Dr.

Rigetti and Mr.

Naidu, respectively) and base salary actually received in fiscal year 2021 with respect to Mr.

The payout amounts under the 2021 performance bonus program were $56,000 for Dr.

Rigetti, $45,540 for Mr.

Naidu and $19,500 for Mr.

Equity-Based Incentive Awards

Our equity award program is the primary vehicle for offering long-term incentives to our executives.

We believe that equity awards provide our executive officers with a strong link to long-term performance, create an ownership culture and help to align the interests of Rigetti’s executive officers and stockholders.

To date, we have historically granted stock options, both incentive stock options and nonstatutory stock options, restricted stock units (“RSUs”) and stock awards to our executive officers.

We believe that our equity awards are an important retention tool for our executive officers, as well as for our other employees.

We grant equity awards broadly to our employees, including to our non-executive employees.

The Board is responsible for approving equity grants.

Prior to the closing of the Business Combination on March 2, 2022, all of the equity incentive awards that we have granted to executive officers were made pursuant to the 2013 Plan.

Following the closing of the Business Combination, all of the equity incentive awards have been and will continue to be granted under the terms of the 2022 Plan.

The material terms of the equity awards granted to our named executive officers prior to December 31, 2022 are set forth in the section titled “Outstanding Equity Awards as of December 31, 2022.” All options are granted with an exercise price per share that is no less than the fair market value of our common stock on the date of grant of such award.

Stock option awards and RSU awards generally vest over a four year period with a one-year cliff and may be subject to acceleration of vesting and exercisability under certain termination and change in control events.

See “— Outstanding Equity Awards as of December 31, 2022 .” Upon the closing of the Business Combination, outstanding Legacy Rigetti options and Legacy Rigetti restricted stock unit awards under the 2013 Plan were assumed by us and converted into options to purchase common stock and RSUs for common stock.

On December 12, 2022, Mr.

Kulkarni was granted an option to purchase up to 1,250,000 shares of common stock, at an exercise price of $0.9638 per share, and an option to purchase up to 500,000 shares of common stock, at an exercise price of $0.9638 per share.

Kulkarni’s grant included his initial grant provided upon his commencement of employment.

See “—Employment Arrangements—Dr.

Subodh Kulkarni” for additional information on the vesting conditions for Mr.

Kulkarni’s grants.

Interim CEO Award

On December 9, 2022, Mr.

Danis was awarded 147,058 RSUs in connection with his service as Interim CEO.

The RSUs vest one-third on each of December 31, 2022, January 31, 2023 and February 28, 2023, subject to Mr.

Danis’s continuous service as of the applicable vesting date.

Rigetti 2022 Alignment RSU Awards and Annual RSU Awards

On June 10, 2022, 5,132,962 RSUs in the aggregate were granted to employees of Rigetti as alignment awards for the purpose of better aligning executive and employee equity ownership in the company with similarly situated companies (collectively the “Alignment RSUs”), of 2,857,444, 164,685, 8,791 and 207,178 Alignment RSUs were granted to Dr.

Sereda and Mr.

Harburn, respectively.

The Alignment RSUs vest (i) 50% in 12 equal monthly installments on the last day of each month commencing March 31, 2022 and (ii) 50% vested or shall vest in 48 equal monthly installments on the last day of each month commencing March 31, 2022, subject to continuous service of the named executive officer on each such date.

Rigetti was employed by the Company until December 15, 2022 and as of this date, 1,339,426 of his Alignment RSUs had vested.

In addition, on June 10, 2022, 1,232,300 RSUs in the aggregate were granted to employees of Rigetti as 2022 annual equity awards (the “Rigetti 2022 Annual RSUs”), of which 334,700, 102,800, 128,600 and 107,900 Rigetti 2022 Annual RSUs were granted to Dr.

Sereda and Mr.

Harburn, respectively.

The Rigetti 2022 Annual RSUs vest in 48 equal installments commencing on March 31, 2022, subject to continuous service of the named executive officer on each such date.

Rigetti was employed by the Company until December 15, 2022 and as of this date, 62,756 of his Rigetti 2022 Annual RSUs had vested.

Transaction Bonus Stock Awards

On June 10, 2022, 120,000 shares of common stock in the aggregate were granted to employees as transaction bonus stock awards, of which 45,000, 25,000 and 5,000 individual stock awards were granted to Dr.

Danis and Mr.

Sereda, respectively.

2022 Legacy Rigetti RSUs

On January 25, 2022, the Legacy Rigetti awarded 4,963,063 RSUs in the aggregate to employees of Legacy Rigetti, of which 2,174,346, 125,315, 6,689, 157,650 and 338,199 were granted to Dr.

Harburn and Mr.

Naidu, respectively.

These RSUs were granted pursuant to the terms of the 2013 Plan and for the purpose of better aligning executive and employee equity ownership in the company with similarly situated companies.

The RSUs vest in 48 equal monthly installments commencing February 25, 2022, subject to continuous service of the named executive officer on each such date.

Upon the closing of the Business Combination, these RSUs were assumed and converted into RSUs to acquire common stock.

Rigetti was employed by the Company until December 15, 2022 and as of this date, 1,132,469 of his RSUs had vested.

Naidu was employed by the Company until April 18, 2022 and as of this date, 35,228 of his RSUs had vested.

On April 21, 2021, Legacy Rigetti awarded RSUs to each of Dr.

Rigetti and Mr.

Naidu in the amounts of 1,044,905, and 378,082, respectively.

On August 18, 2021, Rigetti awarded RSUs to Mr.

Sereda in the amount of 1,048,875.

The RSUs are subject to time-based vesting requirements and liquidity-event vesting requirements.

The RSU awards to Dr.

Rigetti and Mr.

Naidu vest in 48 equal installments commencing on May 21, 2021, subject to continuous service of the named executive officer on each such date.

Rigetti was employed by the Company until December 15, 2022 and as of this date, 413,608 of his RSUs had vested.

Naidu was employed by the Company until April 18, 2022 and as of this date, 86,643 of his RSUs had vested.

25% of the RSU award to Mr.

Sereda vested on August 12, 2022, and the remainder vests in 36 equal monthly installments, subject to continuous service of Mr.

Sereda on each such date.

The liquidity-event vesting requirement was satisfied upon the consummation of the Business Combination.

Reimbursement

Rigetti reimbursed Dr.

Rigetti for legal fees paid in the amount of $168,957 in connection with internal matters and the negotiation of his separation from the Company in fiscal 2022.

Outstanding Equity Awards as of December 31, 2022

The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2022.

All awards were granted pursuant to the 2013 Plan and 2022 Plan.

See the section titled “—Equity Incentive Plans-2013 Plan ” and “ —Equity Incentive Plans- Rigetti Computing, Inc.

2022 Equity Incentive Plan ” below for additional information.

Naidu’s employment with the Company ended on April 18, 2022 and his post-termination exercise period expired on July 18, 2022.

Option Awards

Unexercisable

shares or units

vested ($) (1)

Subodh Kulkarni

Chad Rigetti (22)

Michael Harburn

The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our common stock on Nasdaq on December 30, 2022, the last trading day of fiscal year 2022, which was $0.7292 per share.

One-third (1/3rd) of the shares subject to the option vest on December 12, 2023, and the remaining shares subject to the option shall vest in twenty-four (24) equal monthly installments thereafter, subject to Dr.

Kulkarni’s continuous service through each such vesting date (the “time-based vesting requirement”).

This option is subject to the aforementioned time-based vesting requirement and a performance-based vesting requirement.

The performance-based vesting requirement uses the Company’s stock price as vesting hurdles over a five-year period.

There are two vesting hurdles at $5 and $10 per share, with each hurdle price applying to 50% of the shares underlying the option granted.

A hurdle is met when the Company’s closing trading stock price equals or exceeds the hurdle amount for any twenty (20) trading days during any consecutive thirty (30) trading day period.

To the extent that the performance-based vesting requirement is satisfied prior to the termination of Dr.

Kulkarni’s continuous service, the option will vest and become exercisable without regard to the time-based vesting requirement.

The option will not vest and become exercisable unless and until the performance-based vesting requirement has been satisfied, even if the time-based vesting requirement has been satisfied.

14.44808% of this option vested and became exercisable on July 23, 2020, with the remainder vesting in 48 equal monthly installments thereafter, subject to continuous service on each such date.

20% of this option vested and became exercisable on July 23, 2020, with the remainder vesting in 48 equal monthly installments thereafter, subject to continuous service on each such date.

This option vests and becomes exercisable in equal monthly installments over a period of four years commencing August 15, 2020, subject to continuous service on each such date.

The RSU vests in three equal monthly installments commencing on December 31, 2022, subject to continuous service on each such date.

The RSU vests in 48 equal installments commencing on May 21, 2021, subject to continuous service on each such date.

The RSU vests (i) 50% in 12 equal monthly installments on the last day of each month commencing February 28, 2022 and (ii) 50% vested or shall vest in 48 equal monthly installments on the last day of each month commencing February 28, 2022, subject to continuous service on each such date.

The RSU vests (i) 50% in 12 equal monthly installments on the last day of each month commencing March 31, 2022 and (ii) 50% vested or shall vest in 48 equal monthly installments on the last day of each month commencing March 31, 2022, subject to continuous service on each such date.

The RSU vests in 48 equal installments commencing on March 31, 2022, subject to continuous service on each such date.

25% of this option vested and became exercisable on February 18, 2021, with the remainder vesting in 48 equal monthly installments thereafter, subject to continuous service on each such date, until Dr.

Rigetti’s departure on December 15, 2022.

25% of the RSU vested on August 12, 2022, and the remainder shall vest in 36 equal monthly installments, subject to continuous service on each such date.

The RSU shall vest in 48 equal monthly installments commencing February 25, 2022, subject to continuous service on each such date.

11.49988% of this option vested and became exercisable on February 18, 2020, with the remainder vesting in 48 equal monthly installments thereafter, subject to continuous service on each such date.

20% of this option vested and became exercisable on July 18, 2019, with the remainder vesting in 48 equal monthly installments thereafter, subject to continuous service on each such date.

This option vests and became exercisable in equal monthly installments over a period of five years commencing April 1, 2019, subject to continuous service on each such date.

6.99996% of this option vested and became exercisable on February 18, 2020, with the remainder vesting in 48 equal monthly installments thereafter, subject to continuous service on each such date.

20% of this option vested and became exercisable on March 18, 2020, with the remainder vesting in 48 equal monthly installments thereafter, subject to continuous service on each such date.

Kulkarni was appointed the Company’s President and Chief Executive Officer on December 12, 2022.

Danis served as the Company’s Interim President and Chief Executive Officer from November 12, 2022 to December 12, 2022.

Rigetti resigned as the Company’s President and Chief Executive Officer on November 12, 2022 and served as a director and non-executive employee of the Company until December 15, 2022.

The shares included in this table represent the shares vested with respect to option awards held by Dr.

Rigetti as of the last date of his employment with the Company on December 15, 2022.

Rigetti’s post-termination exercise period for option awards expired on March 15, 2023.

Health and Welfare and Retirement Benefits;

All of Rigetti’s named executive officers are eligible to participate in Rigetti’s employee benefit plans, including medical, dental, vision, disability and life insurance plans, in each case on the same basis as all of Rigetti’s other full-time employees.

We pay the premiums for medical, dental, vision, group term life, disability and accidental death and dismemberment insurance for all of our employees, including our named executive officers.

We generally do not provide perquisites or personal benefits to our named executive officers, except in limited circumstances.

Our named executive officers are eligible to participate in a defined contribution retirement plan that provides eligible U.S.

employees with an opportunity to save for retirement on a tax advantaged basis.

Eligible employees may defer eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions under the Code.

Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions.

The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code.

As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Employment Arrangements with Executive Officers

Kulkarni, Mr.

Danis and Mr.

Harburn are, and each of Dr.

Sereda and Mr.

Naidu was, an at-will employee.

Except as set forth below, as of the date of this prospectus, we have not entered into any employment agreements or offer letters with our named executive officers.

Subodh Kulkarni

In December 2022, we entered into an executive employment agreement with Dr.

Pursuant to the executive employment agreement, Dr.

Kulkarni will perform the Chief Executive Officer’s duties;

provided that, for the initial period beginning on the December 12, 2022 and continuing through January 8, 2023, Dr.

Kulkarni will perform the Chief Executive Officer’s duties within a time commitment averaging approximately fifty percent (50%) of that of a full-time professional while Dr.

Kulkarni provides transition consulting services to CyberOptics.

Pursuant to the executive employment agreement, Dr.

Kulkarni will receive an annual base salary of $585,000 (prorated for the period described in the foregoing sentence) and will be eligible:

(i) to participate in the Company’s benefit plans;

(ii) to receive awards of stock options, restricted stock, restricted stock units or other equity awards pursuant to any plans or arrangements which the Company may have in effect from time to time;

(iv) to receive a one-time relocation benefit in the gross amount of $130,000 if Dr.

Kulkarni relocates to the Bay Area, California by no later than 120 days following December 12, 2022, which will be paid in lump sum within thirty (30) days after completion of the relocation;

and (iii) starting with calendar year 2023, a discretionary annual cash bonus of a target amount equal to $290,000, subject to review and adjustment by the Company and dependent on his continuous performance of services to the Company through the last date of the applicable performance period and the actual achievement by him and the Company of applicable performance targets and goals set by the Board or the Compensation Committee of the Board.

The executive employment agreement also provides for the grant of an option to purchase up to 1,250,000 shares of common stock (the “Dr.

Kulkarni Initial Option”), which award was granted on December 12, 2022 pursuant to the form of option award agreement previously adopted and disclosed by the Company.

Kulkarni Initial Option will have an exercise price equal to the closing price per share of the Company’s common stock on the grant date, and will vest in accordance with the following schedule:

12/36ths of the total shares subject to the Dr.

Kulkarni Initial Option will vest on the one year anniversary of the vesting commencement date, and 1/36th of the total shares subject to the Dr.

Kulkarni Initial Option will vest each month thereafter on the same day of the month as the vesting commencement date (or if there is no corresponding day, on the last day of the month), in each case, subject to Dr.

Kulkarni’s continuous service through each such date.

Additionally, the executive employment agreement provides for the grant of an option to purchase up to 500,000 shares of common stock (the “Dr.

Kulkarni Performance Options”), which award was granted on December 12, 2022 pursuant to the form of option award agreement previously adopted and disclosed by the Company.

Kulkarni Performance Option will have an exercise price equal to the closing price per share of the Company’s common stock on the grant date, and will be subject to a time-based vesting requirement (the “Dr.

Kulkarni Time-Based Vesting Requirement”) and a performance-based vesting requirement (the “Dr.

Kulkarni Performance-Based Vesting Requirement”).

To the extent that the Dr.

Kulkarni Performance-Based Vesting Requirement is satisfied prior to the termination of Dr.

Kulkarni’s continuous service, the Dr.

Kulkarni Performance Option will vest and become exercisable without regard to the Time-Based Vesting Requirement.

However, the Dr.

Kulkarni Performance Option will not vest and become exercisable unless and until the Dr.

Kulkarni Performance-Based Vesting Requirement has been satisfied, even if the T Dr.

Kulkarni ime-Based Vesting Requirement has been satisfied.

Kulkarni Time-Based Vesting Requirement will be satisfied as follows:

12/36ths of the total shares subject to the Performance Option will satisfy the Dr.

Kulkarni Time-Based Vesting Requirement on the one year anniversary of the vesting commencement date, and 1/36th of the total shares subject to the Dr.

Kulkarni Performance Option will satisfy the Dr.

Kulkarni Time-Based Vesting Requirement each month thereafter on the same day of the month as the vesting commencement date (or if there is no corresponding day, on the last day of the month), in each case, subject to Mr.

Kulkarni’s continuous service through each such date.

Kulkarni Performance-Based Vesting Requirement will be satisfied with respect to 250,000 shares to the extent that the closing price per share of the Company’s common stock is $5.00 or higher and, with respect to the other 250,000 shares, the closing price per share of the Company’s common stock is $10.00 or higher, for any twenty trading days during any consecutive thirty trading day period during the five-year period beginning on the December 12, 2022 and ending on the fifth anniversary thereof.

Any portion of the Dr.

Kulkarni Performance Option that has not satisfied the Dr.

Kulkarni Performance-Based Vesting Requirement on or prior to the fifth anniversary of the December 12, 2022 will be forfeited.

Executive Employment Agreement

In January 2022, we entered into an executive employment agreement with Mr.

Danis, which was amended and restated on February 2, 2022 and became effective upon and concurrent with the Closing of the Business Combination.

Pursuant to the executive employment agreement, Mr.

Danis receives an annual base salary of $309,000 and is eligible:

(i) to participate in Rigetti’s benefit plans;

(ii) subject to the approval of the Board, to receive restricted stock units to acquire shares of common stock (the “PSU Awards”), if certain performance-based milestones established by Rigetti are satisfied in the future and provided that Mr.

Danis remains continuously employed by Rigetti through the date that the Board or the Compensation Committee grants such PSU Awards (subject to continued employment for a three-year period);

(iii) to receive awards of stock options, restricted stock, restricted stock units or other equity awards pursuant to any plans or arrangements which Rigetti may have in effect from time to time;

and (iv) a discretionary annual cash bonus of a target amount equal to 25% of the base salary, subject to review and adjustment by the Board.

Danis is entitled to certain severance benefits as described below in “—Potential Payments Upon Termination or Change in Control.”

The executive employment agreement also provided for the grant of an initial restricted stock unit award to purchase 164,685 (the “Mr.

Danis Initial RSU Award”) shares of common stock, which was approved by the Board, contingent upon and subject to the filing and effectiveness of a registration statement on Form S-8 (the “Form S-8”) with respect to the 2022 Plan, following the Closing and which will be granted upon the effectiveness of the Form S-8.

This award vests in accordance with the following schedule:

(i) 50% of the total number of Mr.

Danis Initial RSU Awards will vest in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of 12 months and (ii) the remaining 50% of the total number of Mr.

Danis Initial RSU Awards will vest in in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of four years, with prongs (i) and (ii) occurring concurrently, such that, at the end of the 12-month period immediately following the vesting commencement date, 62.5% of the total number of Initial RSU Awards will have vested (subject to the Executive’s Continuous Service (as defined in the 2022 Plan) on such vesting date).

The executive employment agreement also provided that, contingent upon the occurrence of the Closing and Mr.

Danis’ continued employment with Rigetti through such date, Mr.

Danis shall receive a cash bonus between $50,000 and $500,000, determined by the Board based on the gross proceeds of the transactions contemplated by the Merger Agreement, in recognition of his contributions to Rigetti and 25,000 shares of common stock subject to the approval of the Board or the Compensation Committee of the Board and Mr.

Danis’ continued employment with Rigetti through such date.

In addition, the executive employment agreement provides that Mr.

Danis will receive Rigetti 2022 Annual RSUs (as defined below) to purchase 334,700 shares of common stock, which will vest monthly over four years, provided that Mr.

Danis is continuously employed for such period, or vesting 100% upon a Change in Control (as defined in the 2022 Plan).

The executive employment agreement further provides that Rigetti will reimburse Mr.

Danis for reasonable business expenses in accordance with the company’s standard expense reimbursement policy, as the same may be modified from time to time.

In addition, Mr.

Danis is eligible to receive certain employee benefits, including medical, vision, dental, life insurance, and participation in a Section 401(k) retirement plan (as described above).

Interim CEO Letter Agreement

On December 1, 2022, the Company entered into a letter agreement (the “Interim CEO Letter”) with Mr.

Danis, governing the terms of his service as the Company’s Interim President and Chief Executive Officer from November 12, 2022 to December 12, 2022 (the “Interim CEO Period”).

During the Interim CEO Period, Mr.

Danis’ base salary increased to $83,333 per month.

Danis was also eligible to receive a one-time bonus in the amount of $67,109.47, provided that, all of the stock options held by Mr.

Danis as of the date of the Interim CEO Letter were exercised prior to the three-month anniversary of the date of the Interim CEO Letter.

Under the Interim CEO Letter, subject to the approval of the Board or an authorized committee thereof, Mr.

Danis is eligible to receive the following restricted stock unit (“RSU”) awards:

(i) a RSU award having a grant date fair value equal to $150,000 following the entry of the Interim CEO Letter (the “Initial RSU Award”);

(ii) a RSU award having a grant date fair value equal to $250,000 following the end of the Interim CEO Period (the “End of Term RSU Award”);

and (iii) a RSU award having a grant date fair value equal to $50,000 on each monthly anniversary of November 12, 2022 starting with March 12, 2023 (each, an “Additional RSU Award”).

Each of such RSU awards will be governed by the Company’s 2022 Equity Incentive Plan and a RSU award agreement adopted thereunder.

The Initial RSU Award of 147,058 RSUs was granted on December 9, 2022.

Subject to Mr.

Danis’ continued service with the Company through each applicable vesting date, the Initial RSU Award vests in three equal monthly installments following the vesting commencement date;

the End of Term RSU Award will vest in twelve equal monthly installments following the vesting commencement date;

and each Additional RSU Award will fully vest at the end of the month following the applicable vesting commencement date.

In the event of a change in control of the Company, the vesting of such RSU awards will be accelerated in full immediately prior to the consummation of such change in control, subject to Mr.

Danis’ continued service with the Company through such date.

Executive Employment Agreement

In January 2022, we entered into an executive employment agreement with Dr.

Rigetti, which was amended and restated on February 2, 2022 and became effective upon and concurrent with the Closing of the Business Combination.

Rigetti resigned as the Company’s President and Chief Executive Officer on November 12, 2022 and resigned from the Board on December 15, 2022.

Pursuant to the executive employment agreement, Dr.

Rigetti received an annual base salary of $446,000 and was eligible:

(i) to participate in Rigetti’s benefit plans;

(ii) subject to the approval of the Board, to receive PSU Awards, if certain performance-based milestones established by Rigetti are satisfied in the future and provided that Dr.

Rigetti has remained continuously employed by Rigetti through the date that the Board or the Compensation Committee grants such PSU Awards (subject to continued employment for a three-year period);

(iii) to receive awards of stock options, restricted stock, restricted stock units or other equity awards pursuant to any plans or arrangements which Rigetti may have in effect from time to time;

and (iv) a discretionary annual cash bonus of a target amount equal to 25% of the base salary, subject to review and adjustment by the Board.

Rigetti was entitled to certain severance benefits as described below in “—Potential Payments Upon Termination or Change in Control.”

The executive employment agreement also provided for the grant of an initial restricted stock unit award to purchase 2,857,444 (the “Dr.

Rigetti Initial RSU Award”) shares of common stock, which was approved by the Board, contingent upon and subject to the filing and effectiveness of the Form S-8 with respect to the 2022 Plan, following the Closing and which will be granted upon the effectiveness of the Form S-8.

Rigetti Initial RSU Award was granted on June 10, 2022.

This award vested in accordance with the following schedule:

(i) 50% of the total number of Dr.

Rigetti Initial RSU Awards will vest in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of 12 months and (ii) the remaining 50% of the total number of Dr.

Rigetti Initial RSU Awards will vest in in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of four years, with prongs (i) and (ii) occurring concurrently, such that, at the end of the 12-month period immediately following the vesting commencement date, 62.5% of the total number of Initial RSU Awards will have vested (subject to the Executive’s Continuous Service (as defined in the 2022 Plan) on such vesting date).

The executive employment agreement also provided that, contingent upon the occurrence of the Closing and Dr.

Rigetti’s continued employment with Rigetti through such date, Dr.

Rigetti would receive a cash bonus between $50,000 and $750,000, determined by the Board based on the gross proceeds of the transactions contemplated by the Merger Agreement, in recognition of his contributions to Rigetti and 45,000 shares of common stock subject to the approval of the Board or the Compensation Committee of the Board and Dr.

Rigetti’s continued employment with Rigetti through such date.

The transaction cash bonus and transaction bonus stock awards to Mr.

Rigetti were granted in fiscal year 2022.

In addition, the executive employment agreement provides that Dr.

Rigetti would receive Rigetti 2022 Annual RSUs to purchase 334,700 shares of common stock, which vested monthly over four years, provided that Dr.

Rigetti is continuously employed for such period, or vesting 100% upon a Change in Control (as defined in the 2022 Plan).

The Rigetti 2022 Annual RSUs to Mr.

Rigetti were granted on June 10, 2022.

The executive employment agreement further provided that Rigetti would reimburse Dr.

Rigetti for reasonable business expenses in accordance with the company’s standard expense reimbursement policy, as the same may be modified from time to time.

In addition, Dr.

Rigetti was eligible to receive certain employee benefits, including medical, vision, dental, life insurance, and participation in a Section 401(k) retirement plan (as described above).

On November 12, 2022, the board accepted the resignation of Dr.

Rigetti as the Company’s President and Chief Executive Officer.

Rigetti continued as a director and non-executive employee of Rigetti until December 15, 2022.

Separation Agreement

In connection with Dr.

Rigetti’s resignation as the Company’s President and Chief Executive Officer, we entered into a Separation Agreement with Dr.

Rigetti on February 14, 2023 (the “Separation Agreement”), under which Dr.

Rigetti is entitled to:

(i) cash severance of $446,000, which is an amount equal to 12 months of Dr.

Rigetti’s base salary in effect as of the Separation Date, payable in installments commencing on the Company’s first regular payroll date that is at least sixty (60) days following the Separation Date (but no earlier than the effective date of the Separation Agreement), provided that on the first payment date, the Company will make a catch-up payment equal to the aggregate amount of cash severance payments that would have been paid to him through such date had the payments commenced on the first regularly scheduled payroll date following the Separation Date, and (ii) provided Dr.

Rigetti timely elects continued coverage under COBRA, payment of COBRA premiums to continue health insurance coverage for him and his eligible dependents until the earliest of (a) twelve (12) months following the Separation Date, (b) the date when Dr.

Rigetti becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment, or (c) the date when Dr.

Rigetti ceases to be eligible for COBRA continuation coverage for any reason, including plan termination, or a taxable payment in lieu of such payment if determined necessary by the Company to comply with law.

The Separation Agreement additionally includes a customary general release of claims by Dr.

Rigetti in favor of the Company and certain related parties.

We entered into an offer letter agreement with Mr.

Sereda as Chief Financial Officer on July 1, 2021, pursuant to which Mr.

Sereda is entitled to an annual base salary of $325,000.

In addition, Mr.

Sereda received a start bonus in the amount of $75,000 that is subject to repayment if Mr.

Sereda’s employment with Rigetti is terminated for any reason prior to the one-year anniversary of his start date.

Pursuant to the offer letter agreement, Mr.

Sereda received 1,048,875 RSUs for shares of common stock.

The offer letter agreement provides that Mr.

Sereda is eligible to receive an annual performance-based cash bonus for each fiscal year under Rigetti’s performance-based bonus program with a target bonus opportunity of 16% of his base salary actually paid based on the achievement of performance criteria established by the Board, the compensation committee of the Board (or their designee) for fiscal year 2021.

In January 2022, we entered into an executive employment agreement with Mr.

Sereda, which was amended and restated on February 2, 2022 and became effective upon and concurrent with the Closing of the Business Combination and which replaced Mr.

Sereda’s existing offer letter agreement.

Pursuant to the executive employment agreement, Mr.

Sereda will receive an annual base salary of $348,000 and will be eligible:

(i) to participate in Rigetti’s benefit plans;

(ii) subject to the approval of the Board, to receive PSU’s, if certain performance-based milestones established by Rigetti are satisfied in the future and provided that Mr.

Sereda has remained continuously employed by Rigetti through the date that the Board or the Compensation Committee grants such PSU Awards (subject to continued employment for a three-year period);

(iii) to receive awards of stock options, restricted stock, restricted stock units or other equity awards pursuant to any plans or arrangements which Rigetti may have in effect from time to time;

and (iv) a discretionary annual cash bonus of a target amount equal to 25% of the base salary, subject to review and adjustment by the Board.

Sereda is entitled to certain severance benefits as described below in “- Potential Payments Upon Termination or Change in Control.

The executive employment agreement also provided for the grant of an initial restricted stock unit award to purchase 8,791 (the “Sereda Initial RSU Award”) shares of common stock, which was approved by the Board, contingent upon and subject to the filing and effectiveness of the Form S-8 with respect to the 2022 Plan, following the Closing and were granted upon the effectiveness of the Form S-8 on June 10, 2022.

This award vests in accordance with the following schedule:

one-forty eighth (1/48th) of the total number of Sereda Initial RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years.

The executive employment agreement also provided that, contingent upon the occurrence of the Closing and Mr.

Sereda’s continued employment with Rigetti through such date, Mr.

Sereda would receive a bonus between $0 and $25,000, determined by the Board based on the gross proceeds of the transactions contemplated by the Merger Agreement, in recognition of his contributions to Rigetti and 5,000 shares of common stock subject to the approval of the Board or the Compensation Committee of the Board and Mr.

Sereda’s continued employment with Rigetti through such date.

The transaction cash bonus and transaction bonus stock awards were granted to Mr.

Sereda in fiscal year 2022.

In addition, the executive employment agreement provides that Mr.

Sereda would receive Rigetti 2022 Annual RSUs to purchase 128,600 shares of common stock, which vest monthly over four years, provided that Mr.

Sereda is continuously employed for such period, or vesting 100% upon a Change in Control (as defined in the 2022 Plan).

The Rigetti 2022 Annual RSUs were granted on June 10, 2022.

The executive employment agreement further provides that Rigetti will reimburse Mr.

Sereda for reasonable business expenses in accordance with Rigetti’s standard expense reimbursement policy, as the same may be modified from time to time.

In addition, Mr.

Sereda is eligible to receive certain employee benefits, including medical, vision, dental, life insurance, and participation in a Section 401(k) retirement plan (as described above).

Michael Harburn

In January 2022, we entered into an executive employment agreement with Mr.

Harburn, which was amended and restated on February 2, 2022 and became effective upon and concurrent with the Closing of the Business Combination.

Pursuant to the executive employment agreement, Mr.

Harburn received an annual base salary of $345,000 and was eligible:

(i) to participate in Rigetti’s benefit plans;

(ii) subject to the approval of the Board, to receive PSU Awards, if certain performance-based milestones established by Rigetti are satisfied in the future and provided that Mr.

Harburn has remained continuously employed by Rigetti through the date that the Board or the Compensation Committee grants such PSU Awards (subject to continued employment for a three-year period);

(iii) to receive awards of stock options, restricted stock, restricted stock units or other equity awards pursuant to any plans or arrangements which Rigetti may have in effect from time to time;

and (iv) a discretionary annual cash bonus of a target amount equal to 25% of the base salary, subject to review and adjustment by the Board.

Harburn is entitled to certain severance benefits as described below in “—Potential Payments Upon Termination or Change in Control.”

The executive employment agreement also provided for the grant of an initial restricted stock unit award to purchase 207,178 (the “Mr.

Harburn Initial RSU Award”) shares of common stock, which was approved by the Board, contingent upon and subject to the filing and effectiveness of the Form S-8 with respect to the 2022 Plan, following the Closing and which was granted upon the effectiveness of the Form S-8 on June 10, 2022.

This award vested in accordance with the following schedule:

(i) one-forty eighth (1/48 th ) of the total number of Mr.

Harburn Initial RSU Awards (rounded down, except for the final scheduled vesting installment) will satisfy time-based vesting each month following the vesting commencement date over a period of four years.

The executive employment agreement also provides that Mr.

Harburn would receive Rigetti 2022 Annual RSUs (as defined below) to purchase 102,900 shares of common stock, which vested monthly over four years, provided that Mr.

Harburn is continuously employed for such period, or vesting 100% upon a Change in Control (as defined in the 2022 Plan).

The Rigetti 2022 Annual RSUs were granted on June 10, 2022.

The executive employment agreement further provided that Rigetti would reimburse Mr.

Harburn for reasonable business expenses in accordance with the company’s standard expense reimbursement policy, as the same may be modified from time to time.

In addition, Mr.

Harburn was eligible to receive certain employee benefits, including medical, vision, dental, life insurance, and participation in a Section 401(k) retirement plan (as described above).

On February 9, 2023, Mr.

Harburn’s employment with the Company ended.

We originally entered into an offer letter with Mr.

Naidu in March 2019.

Pursuant to this offer letter, Mr.

Naidu was granted an option to purchase 157,397 shares of common stock at an original exercise price of $7.09 per share (not reflecting the Exchange Ratio) on April 4, 2019, such exercise price being reduced to $0.272 per share by a unanimous written consent of the Legacy Rigetti Board on May 22, 2020 in connection with the Repricing.

In connection with the Repricing on May 22, 2020, Mr.

Naidu was also granted a “refresh” option to purchase 647,032 shares of common stock.

In January 2022, we entered into an executive employment agreement with Mr.

Naidu, which was amended and restated on February 2, 2022 and which became effective contingent upon and concurrent with the Closing of the Business Combination.

Pursuant to the executive employment agreement and prior to the termination of Mr.

Naidu’s employment on April 18, 2022, Mr.

Naidu was entitled to receive an annual base salary of $379,000 and was eligible:

(i) to participate in Rigetti’s benefit plans;

(ii) subject to the approval of the Board, to receive PSU Awards if certain performance-based milestones established by Rigetti are satisfied in the future and provided that Mr.

Naidu remained continuously employed by Rigetti through the date that the Board or the Compensation Committee were to grant such PSU Awards (subject to continued employment for a three-year period);

(iii) to receive awards of stock options, restricted stock, restricted stock units or other equity awards pursuant to any plans or arrangements which Rigetti may have in effect from time to time;

and (iv) a discretionary annual cash bonus of a target amount equal to 25% of the base salary, subject to review and adjustment by the Board.

Under certain circumstances, Mr.

Naidu was entitled to certain severance benefits as described below in “—Potential Payments Upon Termination or Change in Control.”

The executive employment agreement also provided for the grant of an initial restricted stock unit award to purchase 444,450 (the “Naidu Initial RSU Award”) shares of common stock, which was approved by the Board, contingent upon and subject to the filing and effectiveness of the Form S-8 with respect to the 2022 Plan, following the Closing and which was to be granted upon the effectiveness of the Form S-8.

The executive employment agreement also provided that to be eligible for the Naidu Initial RSU Award, Mr.

Naidu was required to be employed by the Company when the Board or the Compensation Committee grants the Naidu Initial RSU Award.

This award would have vested in accordance with the following schedule:

(i) 50% of the total number of Initial RSU Awards vest in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of 12 months and (ii) the remaining 50% of the total number of Naidu Initial RSU Awards vest in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over a period of four years, with prongs (i) and (ii) occurring concurrently, such that, at the end of the 12-month period immediately following the vesting commencement date, 62.5% of the total number of Naidu Initial RSU Awards were to have vested (subject to the Executive’s Continuous Service (as defined in the 2022 Plan) on such vesting date).

The executive employment agreement also provided that, contingent upon the occurrence of the Closing and Mr.

Naidu’s continued employment with Rigetti through such date, Mr.

Naidu would be entitled to receive a bonus between $50,000 and $750,000, determined by the Board based on the gross proceeds of the transactions contemplated by the Merger Agreement, in recognition of his contributions to Rigetti and 45,000 shares of common stock subject to the approval of the Board or the Compensation Committee of the Board and Mr.

Naidu’s continued employment with Rigetti through such date.

In addition, the executive employment agreement provided that Mr.

Naidu would receive Rigetti 2022 Annual RSUs to purchase 161,300 shares of common stock, contingent upon and subject to the filing and effectiveness of the Form S-8 with respect to the 2022 Plan, which would have vested monthly over four years, provided that Mr.

Naidu is continuously employed for such period, or vesting 100% upon a Change in Control (as defined in the 2022 Plan).

The executive employment agreement also provided that to be eligible for the Rigetti 2022 Annual RSUs, Mr.

Naidu was required to be employed by the Company when the Board or the Compensation Committee grants the Rigetti 2022 Annual RSUs.

The executive employment agreement further provided that Rigetti would reimburse Mr.

Naidu for reasonable business expenses in accordance with Rigetti’s standard expense reimbursement policy, as the same may be modified from time to time.

In addition, Mr.

Naidu was eligible to receive certain employee benefits, including medical, vision, dental, life insurance, and to participate in a Section 401(k) retirement plan (as described above).

On April 18, 2022, Mr.

Naidu’s employment with Rigetti was terminated.

Potential Payments Upon Termination or Change in Control

Kulkarni, Mr.

Danis and Mr.

Sereda is entitled, and each of Dr.

Rigetti prior to his resignation, Mr.

Harburn prior to his departure, and Mr.

Naidu prior to his termination, was entitled, to the following severance benefits pursuant to his respective employment agreement if his employment is terminated by Rigetti without “Cause” or by the executive for “Good Reason,” and provided such executive officer timely executes and does not revoke a release of claims in Rigetti’s favor, (a) continuing payments of his then-current annual base salary for twelve months;

(b) payment of the premiums necessary to continue health insurance coverage for himself and his eligible dependents under Rigetti’s group health plans pursuant to COBRA or similar state insurance laws, for up to twelve months;

and (c) Accrued Obligations (as defined in the respective executive employment agreement), which include accrued but unpaid salary through the date of termination, unreimbursed expenses, and benefits owed to such executive officer under retirement or health plans in which such executive officer was a participant.

If the named executive officer’s employment is terminated by Rigetti other than for “Cause,” death or disability or by such executive officer for “Good Reason” within three months prior to or twelve months after a Change in Control (as defined in the 2022 Plan), then, in lieu of and not in addition to any other severance benefit, (i) 100% of the then-unvested portion of each of his outstanding equity awards will become fully vested;

(ii) Rigetti will pay such executive officer a lump sum equal to his then current annual base salary;

(iii) subject to such executive officer making certain elections, Rigetti will pay certain COBRA premiums necessary to continue his and his covered dependents’ health insurance coverage;

and (iv) Rigetti will pay a bonus to such executive officer equivalent to a pro rata share of his full Target Amount (as defined in the respective executive employment agreement), for the portion of the performance year completed when his termination occurs.

Under each of the named executive officer’s employment agreement, “Cause” means that we have determined in our sole discretion that the executive officer has engaged in any of the following:

(i) his material breach of any covenant or condition under the executive employment agreement or any other agreement between the parties, and, to the extent curable, such executive officer has not cured such breach after the expiration of ten (10) days after written notice from us of such breach;

(ii) his material act constituting dishonesty, fraud, immoral or disreputable conduct in connection with his duties to us;

(iii) any conduct which constitutes a felony or a crime of moral turpitude under applicable law;

(iv) material violation of our policy or any act of misconduct;

(v) refusal to follow or implement a clear and reasonable directive of the Company;

(vi) negligence or incompetence in the performance of Rigetti’s duties or failure to perform such duties in a manner satisfactory to us after the expiration of ten (10) days without cure after written notice of such failure;

or (vii) his breach of fiduciary duty to the Company.

Under each named executive officer’s employment agreement, “Good Reason” means the occurrence of any of the following events without such executive officer’s consent:

(i) a material reduction in his base salary, other than a reduction applied in a similar proportional amount to all similarly situated executives;

(ii) a material breach of the executive employment agreement by Rigetti;

(iii) a material reduction in the his duties, authority and responsibilities relative to the his duties, authority, and responsibilities in effect immediately prior to such reduction;

or (iv) the relocation of his principal place of employment, without his consent, in a manner that lengthens his one-way commute distance by twenty-five (25) or more miles from his then-current principal place of employment immediately prior to such relocation;

not to include a requirement to return to in-person work, in which circumstance Good Reason will not apply;

provided, however, that, any such termination by such executive officer shall only be deemed for Good Reason pursuant to this definition if:

(1) such executive officer gives Rigetti written notice of his intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that his believes constitute(s) Good Reason, which notice shall describe such condition(s);

(2) Rigetti fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”);

and (3) such executive officer voluntarily terminates employment within thirty (30) days following the end of the Cure Period, or the parties agree in writing to extend such Cure Period.

With respect to the executive employment agreements entered into by and between Rigetti and each of Dr.

Rigetti and Messrs.

Naidu and Sereda, “Good Reason” shall also mean the occurrence of a material change in the executive officer’s reporting relationship, other than such change made directly in connection with organizational changes resulting from a Change in Control (as defined in the executive employment agreements).

Director Compensation

The following table sets forth information concerning the compensation of Legacy Rigetti’s directors for fiscal year 2022.

Rigetti, our Chief Executive Officer, did not receive additional compensation for his service as a director in fiscal year 2022, and therefore is not included in the Director Compensation table below.

All compensation paid to Dr.

Rigetti is reported above in the “ Summary Compensation Table .”

Stock Awards (2) ($)

Compensation ($)

Alissa Fitzgerald

Cathy McCarthy

Michael Clifton

Gail Sandford

General Peter Pace (3)

This column represents cash compensation for their service as a director during the fiscal year ended December 31, 2022.

Cash compensation for non-employee directors for fiscal year 2022 was determined pursuant to the Non-Employee Director Compensation Policy described below.

Fitzgerald and Ms.

McCarthy were each awarded additional cash compensation of $75,000 in connection with their significant time and commitment to performing services as non-employee directors of the Board during fiscal year 2022.

This column reflects the aggregate grant date fair value of the restricted stock units granted to the director during fiscal year 2022 under the 2013 Plan and 2022 Plan, as applicable.

The aggregate grant date fair value is computed in accordance with ASC Topic 718 for stock-based compensation transactions.

Assumptions used in the calculation of these amounts are included in the notes to our financial statements included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2022.

This amount does not reflect the actual economic value that may be realized by the director.

General Peter Pace resigned as a director of the Company, effective July 15, 2022.

The table below shows for each non-employee director who was serving, and held outstanding equity awards, as of December 31, 2022.

(Unvested) at

Alissa Fitzgerald

Cathy McCarthy

Michael Clifton

Gail Sandford

General Peter Pace *

General Peter Pace resigned as a director of the Company, effective July 15, 2022.

Non-Employee Director Compensation Policy

The Company’s amended non-employee director compensation policy, effective as of June 8, 2022, consists of annual cash retainers of $40,000 for each non-employee director and an additional $25,000 for the chairperson of the Board;

an additional $20,000 and $10,000 for the chairperson and each member of the audit committee of the Board, respectively;

an additional $12,000 and $6,000 for the chairperson and each member of the compensation committee of the Board, respectively;

and an additional $9,000 and $4,500 for the chairperson and each member of the nominating and corporate governance committee of the Board, respectively.

For each member of the Board who is not also serving as an employee of or consultant to the Company or any of its subsidiaries (each such member, an “Eligible Director”) and who is (i) serving on the Board immediately following the effective date of the non-employee director compensation policy (the “Effective Date”) or (ii) first elected or appointed to the Board following the Effective Date, (A) on the date on which a registration statement on Form S-8 is filed and effective covering the RSUs (“Form S-8”), with respect to clause (i) and (B) on the date of such director’s initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter or, if there is not a Form S-8 on the date of such initial election or appointment, then the date on which a Form S-8 is filed and effective), with respect to clause (ii), the director will be automatically, and without further action by the Board or its Compensation Committee, granted RSUs with respect to shares of common stock with an aggregate Fair Market Value (as defined in the Plan) as of the grant date equal to $210,000 (the “Director Initial RSU Grant”);

provided that such director remains in Continuous Service (as defined in the 2022 Plan) through the grant date.

The grant of any Director Initial RSU Grant pursuant to clause (i) above is contingent upon, subject to and effective upon the filing and effectiveness of a Form S-8.

The Director Initial RSU Grant will vest over a three-year period, with one-third (1/3) of the Initial RSU Grant vesting on the first anniversary of the grant date, one-third (1/3) of the Initial RSU Grant vesting on the second anniversary of the grant date and the remaining one-third (1/3) of the Initial RSU Grant vesting on the third anniversary of the grant date, such that the Initial RSU Grant is fully vested on the third anniversary of the date of grant, subject to the Eligible Director’s Continuous Service through each such vesting date.

On June 10, 2022, each non-employee director of the Board was granted a Director Initial RSU Grant of 40,462 RSUs.

The amended non-employee director compensation policy also provides for annual grants of RSUs to each director equivalent to $140,000 starting in 2022 and in future years, will vest in full on the earlier of (i) the date of the following year’s Annual Meeting (or the date immediately prior to the next Annual Meeting if the Eligible Director’s service as a director ends at such Annual Meeting due to the director’s failure to be re-elected or the director not standing for re-election);

or (ii) the one-year anniversary measured from the date of grant, in each case.

In the event of a Change in Control (as defined in the 2022 Plan), any unvested portion of the RSUs would vest immediately prior to the consummation of such Change in Control.

On June 10, 2022, each non-employee director of the Board was granted an annual grant of 26,974 RSUs.

The Company will reimburse Eligible Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings;

provided, that the Eligible Director timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense Policy, as in effect from time to time.

The description of the amended non-employee director compensation policy is not complete and is subject to and qualified in its entirety by reference to the amended non-employee director compensation policy, a copy of which is included as Exhibit 10.22 to this Annual Report on Form10-K.

Emerging Growth Company Status

As an emerging growth company, we are exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation or golden parachute payments, and to provide information relating to the ratio of total compensation of our CEO to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

We are also a “smaller reporting company” as defined in the Exchange Act.

We may continue to be a smaller reporting company even after we are no longer an emerging growth company.

We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information known to the Company regarding the beneficial ownership of common stock as of March 1, 2023, by:

each person known by the Company to be the beneficial owner of more than 5% of outstanding shares of common stock;

each of the Company’s named executive officers, including its former Chief Operating Officer, and directors;

all executive officers and directors of the Company as a group, excluding its former Chief Operating Officer.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership percentages set forth in the table below are based on 126,964,206 shares of common stock issued and outstanding as of March 1, 2023 and other than as noted below, do not take into account the issuance of any shares of common stock upon the exercise of the Unexercised Warrant Shares.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to the securities they beneficially owned.

Name of Beneficial Owner 1

Number of Shares of

Common Stock Beneficially

Directors and Named Executive Officers

Subodh Kulkarni (2)

Rick Danis (3)

Brian Sereda (4)

Chad Rigetti (5)

Taryn Naidu (6)

Mike Harburn (7)

David Cowan (8)

Alissa Fitzgerald (9)

Ray Johnson (10)

Cathy McCarthy (11)

Michael Clifton (12)

Gail Sandford

All current executive officers and directors as a group (8 persons)

Five Percent Holders

AVG Entities (13)

Entities affiliated with Bessemer Venture Partners (14)

Insurance Company of the West (15)

Unless otherwise noted, the mailing address of each of those listed in the table above is 775 Heinz Avenue, Berkeley, CA, 94710.

Kulkarni was appointed President and Chief Executive Officer on December 12, 2022 and as a director of the Board on December 15, 2022.

Consists of 335,503 shares of common stock, 92,576 shares of common stock subject to outstanding stock options that are exercisable within 60 days of March 1, 2023 and 218,022 shares of common stock issuable upon the settlement of restricted stock units releasable within 60 days of March 1, 2023.

Consists of 151,312 shares of common stock and 124,267 shares of common stock issuable upon the settlement of restricted stock units releasable within 60 days of March 1, 2023.

Information based on a Schedule 13D/A filed by Dr.

Rigetti on January 26, 2023 with the SEC.

Includes 2,669,371 shares vested and issuable upon exercise of options as of January 26, 2023.

Information provided for Mr.

Naidu is as of the date of his termination of April 18, 2022.

Consists of 199,075 shares of common stock held by Mr.

Naidu, the former Chief Operating Officer of Rigetti, or his affiliated entity AlphaNuma LLC, and 453,135 shares of common stock subject to outstanding stock options that were exercisable at the time of Mr.

Naidu’s termination, 121,871 shares of common stock issuable upon the settlement of restricted stock units that were releasable at the time of Mr.

Naidu’s termination and 22,245 shares subject to the exercise of warrants of the Company.

Information provided for Mr.

Harburn is as of his resignation date of February 9, 2022.

Consists of 136,368 shares of common stock, 275,607 shares of common stock subject to outstanding stock options that were exercisable at the time of Mr.

Harburn’s termination and 33,143 shares of common stock issuable upon the settlement of restricted stock units at the time of Mr.

Harburn’s termination.

David Cowan, a member of the Board, is a partner at Bessemer Venture Partners.

Cowan disclaims beneficial ownership interest of the securities held by the Bessemer Entities (as defined below) referred to in footnote 14 below, except to the extent of his pecuniary interest, if any, in such securities through an indirect interest in the Bessemer Entities.

Consists of 221,097 shares of common stock subject to outstanding stock options that are exercisable within 60 days of March 1, 2023.

Consists of 22,788 shares of common stock and 224,977 shares of common stock subject to outstanding stock options that are exercisable within 60 days of March 1, 2023.

Consists of 73,780 shares of common stock.

Consists of 1,114,750 shares of common stock and 556,250 issuable upon the exercise of 556,250 private placement warrants to purchase common stock.

Consists of (i) 860,629 shares of common stock held by AVG - BIV Rigetti Trust1 2020, (ii) 1,022,123 shares of common stock held by AVG - BIV Rigetti Trust2 2020, (iii) 5,585,461 shares of common stock held by AVG - BIV Rigetti Trust3 2020, (iv) 20,429 shares of common stock held by AVGF-BIV 2 Rigetti 2017, LLC, and (v) 100,000 shares of common stock purchased by Alumni Ventures – Rigetti Trust 2022 in the PIPE Financing.

Alumni Ventures Group, LLC is the manager of each of the funds, and has power to vote or direct the voting of shares held by each fund.

The address of Alumni Ventures Group, LLC and the funds is 670 N.

Commercial Street, Suite 403, Manchester, NH 03101.

Consists of (i) 9,481,710 shares of common stock held by Bessemer Venture Partners X Institutional L.P., or Bessemer Institutional, and 10,100,508 shares of common stock held by Bessemer Venture Partners X L.P., or Bessemer X, and together with Bessemer Institutional, the Bessemer Entities, and (ii) 968,400 shares of common stock purchased by Bessemer Institutional and 1,031,600 shares of common stock purchased by Bessemer X in the PIPE Financing.

L.P., or Deer X L.P., is the general partner of the Bessemer Entities.

Ltd., or Deer X Ltd., is the general partner of Deer X L.P.

Adam Fisher, Robert P.

Goodman, David Cowan, Jeremy Levine, Byron Deeter, Ethan Kurzweil, Alex Ferrara, Brian Feinstein and Stephen Kraus are the directors of Deer X Ltd.

and hold the voting and dispositive power for the Bessemer Entities.

Investment and voting decisions with respect to the securities held by the Bessemer Entities are made by the directors of Deer X Ltd.

acting as an investment committee.

Cowan disclaims beneficial ownership interest of the securities of the Company held by the Bessemer Entities except to the extent of his pecuniary interest, if any, in such securities through an indirect interest in the Bessemer Entities.

The address for the Bessemer Entities is c/o Bessemer Venture Partners, 1865 Palmer Avenue, Suite 104, Larchmont, NY 10538.

Consists of 9,178,816 shares of common stock held by Insurance Company of the West.

The address for Insurance Company of the West is 15025 Innovation Drive, San Diego, CA 92128.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth the aggregate information of our equity compensation plans in effect as of December 31, 2022.

Plan Category

Number of securities

to be issued upon

outstanding options,

warrants and rights

Weighted-average

exercise price of

outstanding options,

warrants and rights

Number of securities

remaining available

for future issuance under

equity compensation

plans (excluding

securities reflected in

Equity compensation plans approved by security holders

2013 Plan (1)

QxBranch Plan (1)

2022 Plan (2)

Employee Stock Purchase Plan (3)

Following the adoption of the 2022 Plan, no additional equity awards have been or will be granted under the 2013 Plan or QxBranch Plan.

The number of shares of Common Stock reserved for issuance under the 2022 Plan will automatically increase on January 1 of each year, beginning on January 1, 2023 and continuing through and including January 1, 2032, in an amount equal to 5% of the total number of shares of the Company’s Capital Stock (as defined in the 2022 Plan) outstanding on a fully diluted basis on December 31 of the preceding year;

provided, however, that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock (or zero).

Pursuant to the terms of the 2022 Plan, the number of shares available under the 2022 Plan was increased by 8,182,781 shares effective January 1, 2023.

The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1 of each year, beginning on January 1, 2023 and continuing through and including January 1, 2032, in an amount equal to the lesser of (i) 1% of the total number of shares of Capital Stock (as defined in the ESPP) of the Company outstanding on a fully diluted basis on December 31st of the preceding calendar year, and (ii) 3,055,370 shares of Common Stock.

Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence.

Pursuant to the terms of the ESPP, no shares were added to the reserve on January 1, 2023.

Certain Relationships and Related Transactions, and Director Independence.

On December 22, 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering and formation costs in consideration of 5,750,000 Class B ordinary shares, par value $0.0001.

On January 14, 2021, the Company effected a share dividend, resulting in 7,187,500 Class B ordinary shares outstanding.

On February 22, 2021, our Sponsor transferred 28,750 Founder Shares to each of our six independent director nominees.

On March 1, 2021, the Company effected a share dividend, resulting in 8,625,000 Class B ordinary shares outstanding.

The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the issued and outstanding shares upon completion of the IPO.

The Founder Shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

The Sponsor purchased an aggregate of 4,450,000 private placement warrants for a purchase price of $2.00 per whole warrant, or $8,900,000 in the aggregate, in a private placement that occurred simultaneously with the closing of our initial public offering.

Each private placement warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment.

The private placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial Business combination.

If any of our officers or directors becomes aware of a Business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such Business combination opportunity to such entity prior to presenting such Business combination opportunity to us.

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

We currently maintain our executive offices at 4301 50th Street NW, Suite 300 PMB 1044, Washington, D.C.

Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers and directors, or any affiliate of our Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial Business combination (regardless of the type of transaction that it is).

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business combinations.

We do not have a policy that prohibits our Sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

On December 22, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the initial public offering pursuant to a promissory note (the “Note”).

This Note was non-interest bearing and payable upon the completion of the Initial Public Offering.

The Company borrowed $275,000 under the Note.

The Company repaid the Note in full on March 4, 2021.

In addition, in order to finance transaction costs in connection with an intended initial Business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required.

If we complete an initial Business combination, we would repay such loaned amounts.

In the event that the initial Business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants at a price of 2.00 per warrant at the option of the lender.

The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

After our initial Business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial Business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We will bear the expenses incurred in connection with the filing of any such registration statements.

We have entered into a registration rights agreement with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the Founder Shares.

In addition to the transactions described above, we and our sponsor, among others, entered into certain agreements in connection with the signing of the Business Combination Agreement, pursuant to which, among other things, our sponsor and our directors and officers have certain interests.

For more information, please see Item 1.

Business – “Recent Developments.”

Director Independence

NYSE listing standards require that a majority of our board of directors be independent.

Our board of directors has determined that each of Katie Curnutte, Ken Fox, Damien Hooper-Campbell, Jim Lanzone, Gregg Renfrew, and

Rajeev Singh is an “independent director .

” Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Other than compensation arrangements for our directors and executive officers, which are described elsewhere in this prospectus, below is a description of transactions since January 1, 2021 to which Rigetti was a party or will be a party, in which:

the amounts involved exceeded or will exceed $120,000;

any of our directors, executive officers or holders of more than 5% of the company’s capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

Supernova Class B Ordinary Shares

On December 22, 2020, Supernova Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering and formation costs in consideration of 5,750,000 Supernova Class B ordinary shares.

On January 14, 2021, Supernova effected a share dividend, resulting in 7,187,500 Supernova Class B ordinary shares outstanding.

On February 22, 2021, the Supernova Sponsor transferred 28,750 Supernova Class B ordinary shares to each of Supernova’s six former independent director nominees.

On March 1, 2021, Supernova effected a share dividend, resulting in 8,625,000 Supernova Class B ordinary shares.

In connection with the consummation of the Business Combination, the Supernova Class B ordinary shares were converted into 8,625,000 shares of common stock.

In August 2022, Supernova Sponsor effected a liquidating pro rata distribution of its shares of common stock to its members, pursuant to which Mr.

Clifton, one of our directors, received 1,052,250 of common stock, of which 382,409 shares are subject to vesting conditions.

Private Placement Warrants

On March 4, 2021, Supernova Sponsor purchased an aggregate of 4,450,000 private placement warrants for a purchase price of $2.00 per whole warrant, or $8,900,000 in the aggregate, in a private placement that occurred simultaneously with the closing of Supernova’s IPO.

Each private placement warrant entitles the holder to purchase one share of common stock at $11.50 per share, subject to adjustment.

The private placement warrants (including the common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Business Combination.

In connection with the consummation of the Business Combination, the Supernova private placement warrants were converted into 4,450,000 Private Warrants of the Company to purchase one share of common stock at an exercise price of $11.50.

In August 2022, Supernova Sponsor effected a liquidating pro rata distribution of its Private Warrants to its members, pursuant to which Mr.

Clifton, one of our directors, received 556,250 Private Warrants.

Expense Reimbursement

On December 22, 2020, Supernova Sponsor agreed to loan Supernova an aggregate of up to $300,000 to cover expenses related to Supernova’s IPO pursuant to a promissory note (the “Note”).

This Note was non-interest bearing and payable upon the completion of the IPO.

Supernova borrowed $275,000 under the Note and repaid the Note in full on March 4, 2021.

Subscription Agreements

At the closing of the Business Combination, (i) Bessemer Venture Partners X L.P.

and Bessemer Venture Partners X Institutional L.P.

purchased 9,481,710 and 10,100,508 shares of common stock in the PIPE Financing, for a purchase price of $10.00 per share pursuant to separate Subscription Agreements, each dated October 6, 2021, and (ii) 62,500 shares of common stock were issued to one of our directors, Mr.

Clifton, pursuant to the PIPE Financing.

Rigetti Holders Support Agreement

On October 6, 2021, in connection with the execution of the Merger Agreement, Supernova entered into the Rigetti Holders Support Agreement with Legacy Rigetti and certain stockholders of Legacy Rigetti pursuant to which such stockholders agreed to vote to adopt and approve, upon the registration statement on Form S-4 being declared effective, the Merger Agreement and all other documents and transactions contemplated thereby.

Sponsor Support Agreement

On October 6, 2021, in connection with the execution of the Merger Agreement, Supernova entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Supernova Sponsor, Legacy Rigetti and Supernova’s directors and officers.

Pursuant to the Sponsor Support Agreement, the Supernova Sponsor and Supernova’s directors and officers (“Sponsor Holders”), among other things, agreed to vote all of their shares of Supernova capital stock in favor of the approval of the Business Combination.

In addition, pursuant to the Sponsor Support Agreement, (i) 2,479,000 shares of common stock held by the Sponsor Holders became unvested and subject to forfeiture as of the Closing and will only vest if, during the five year period following the Closing, the volume weighted average price of common stock equals or exceeds $12.50 for any twenty trading days within a period of thirty consecutive trading days, and (ii) 580,273 shares of common stock held by the Sponsor Holders became unvested and subject to forfeiture as of the Closing and will only vest if, during the five year period following the Closing, the volume weighted average price of common stock equals or exceeds $15.00 for any twenty trading days within a period of thirty consecutive trading days.

Any such shares held by the Sponsor Holders that remain unvested after the fifth anniversary of the Closing will be forfeited.

Compensation Arrangements, Stock Option Grants and Indemnification for Executive Officers and Directors

We have employment arrangements with our executive officers that, among other things, provide for certain change in control benefits, as well as severance benefits for executive officers.

For a description of these agreements with our named executive officers, see “Item 11.

Executive Compensation.”

We have granted stock options, restricted stock units and stock awards to our executive officers and our directors.

For a description of these equity awards to our named executive officers and directors, see “Item 11.

Executive Compensation.

Amended and Restated Registration Rights Agreement

In connection with the Closing, we, Supernova Sponsor, Supernova directors and officers, Legacy Rigetti directors and officers and certain of Legacy Rigetti securityholders entered into an amended and restated registration rights agreement.

Pursuant to the agreement, we agreed that we would file with the SEC a registration statement registering the resale of certain securities held by or issuable to such holders, and we will use reasonable best efforts to have such registration statement declared effective as soon as practicable after the filing thereof.

In certain circumstances, certain holders can demand up to two underwritten offerings in any 12 month period, and certain holders are entitled to piggyback registration rights.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers in addition to the indemnification provided in the Bylaws.

The indemnification agreements require us to indemnify our directors to the fullest extent permitted by Delaware law.

See “Item 10.

Directors, Executive Officers and Corporate Governance—Limitation on Liability and Indemnification of Directors and Officers” for information about indemnification agreements and director and officer liability insurance which the Company maintains.

Related Person Transactions Policy

The Board adopted a written related person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight of “related person transactions.” For purposes of our policy only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we or any of our subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has a material interest.

Transactions involving compensation for services provided to us by an employee, consultant or director will not be considered related person transactions under this policy.

A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any class of our voting securities (including our common stock), including any of their immediate family members and affiliates and entities owned or controlled by any related person.

Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officer with knowledge of the proposed related person transaction, must present information regarding the proposed related person transaction to our audit committee (or, where review by our audit committee would be inappropriate, to another independent body of our Board) for review.

To identify related person transactions in advance, we will rely on information supplied by our executive officers, directors and certain significant stockholders.

In considering related person transactions, our audit committee will take into account the relevant available facts and circumstances, which may include, but are not limited to:

the risks, costs, and benefits to us;

the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

the terms of the transaction;

the availability of other sources for comparable services or products;

the terms available to or from, as the case may be, unrelated third parties.

Our audit committee will approve only those transactions that it determines are fair to and in the best interests of the Company.

All of the transactions described above were entered into prior to the adoption of such policy.

Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Marcum LLP, (or “Marcum”), for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end consolidated financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees of Marcum related to audit and review services in connection with our initial public offering and regulatory filings totaled approximately $120,000 for the year ended December 31, 2021.

Changes in Registrant’s Certifying Accountant.

As previously disclosed in our Current Report on Form 8-K filed on March 7, 2022, in connection with the closing of the Business Combination on March 2, 2022, Marcum LLP (“Marcum”) was dismissed as our independent registered public accounting firm.

This decision was approved by the Audit Committee of the Board and the Board.

Marcum served as the independent registered public accounting firm for Supernova Partners Acquisition Company II, Ltd.

(“Supernova”) prior to the business combination.

The Audit Committee of the Board and the Board approved the appointment of BDO USA, LLP (“BDO”) as our independent registered public accounting firm on March 2, 2022.

BDO served as the independent registered public accounting firm for Legacy Rigetti prior to the Business Combination.

Principal Accountant Fees and Services

The following tables present the aggregate fees billed by BDO (including Legacy Rigetti) for the fiscal years ended December 31, 2022 and 2021.

Audit fees (1)

Audit-related fees

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum for consultations concerning financial accounting and reporting standards during the year ended December 31, 2021.

We did not pay Marcum for tax return services, planning and tax advice for the year ended December 31, 2021.

All Other Fees .

We did not pay Marcum for any other services for the year ended December 31, 2021.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our IPO.

As a result, the audit committee did not pre‑approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our Board.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statements and Financial Statement Schedules

The following documents are filed as part of this Report:

(1) Financial Statements

(2) Financial Statements Schedule

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the consolidated financial statements and notes thereto in is Item 15 of Part IV below.

We hereby file as part of this report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be obtained on the SEC website at www.sec.gov .

Audit fees in 2022 consisted of fees billed for professional services rendered for the audit of Rigetti’s 2022 consolidated financial statements, the reviews of 2022 interim condensed consolidated financial statements, audit services in connection with the accounting for the business combination, and audit services provided in connection with other regulatory filings and offerings, including the regulatory filings associated with the business combination and related financings.

Audit fees for 2021 consisted of fees billed for professional services rendered for the audit of Legacy Rigetti’s consolidated financial statements (2020 and 2021), the reviews of the applicable historical interim condensed consolidated financial statements, and audit services provided in connection with other regulatory filings and offerings, including the regulatory filings associated with the business combination and related financings.

Pre-Approval Policies and Procedures

Our Audit Committee approves all audit and pre-approves all non-audit services provided by BDO before it is engaged by us to render non-audit services to ensure that the provision of these services does not impair the auditor’s independence.

These services may include audit-related services, tax services and other non-audit services.

The pre-approval requirement set forth above does not apply with respect to non-audit services if:

all such services do not, in the aggregate, amount to more than 5% of the total fees paid by us to BDO during the fiscal year in which the services are provided;

such services were not recognized as non-audit services at the time of the relevant engagement;

such services are promptly brought to the attention of and approved by the Audit Committee (or its delegate) prior to the completion of the annual audit.

The Audit Committee elected to delegate pre-approval authority to the chair of the Audit Committee to approve any one or more individual permitted non-audit services.

The chair will report any pre-approval granted at the next meeting of the Audit Committee.

Exhibits, Financial Statement Schedules.

The financial statements schedules and exhibits filed as part of this Annual Report are as follows:

(a)(1) Financial Statements

See Index to Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K, which is incorporated into this item by reference.

(a)(2) Financial Statement Schedules

All other schedules are omitted because they are not required or the required information is included in the financial statements or notes thereto.

(a)(3) Exhibits

The exhibits required to be filed as part of this report are listed in the Exhibit List attached hereto and are incorporated herein by reference.

Form 10-K Summary

SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD.

Exhibit Index

Incorporated by Reference

Agreement and Plan of Merger, dated as of October 6, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti Holdings, Inc.

October 6, 2021

First Amendment to Agreement and Plan of Merger, dated as of December 23, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti Holdings, Inc.

December 23, 2021

Second Amendment to Agreement and Plan of Merger, dated as of January 10, 2022, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti Holdings, Inc.

January 10, 2022

Incorporated by Reference

Certificate of Incorporation of Rigetti Computing, Inc.

March 7, 2022

Amended and Restated Bylaws of Rigetti Computing, Inc.

November 14, 2022

Specimen Common Stock Certificate.

March 7, 2022

Specimen Warrant Certificate.

March 7, 2022

Warrant Agreement between American Stock Transfer & Trust Company, LLC and Supernova Partners Acquisition Company II, Ltd., dated March 1, 2021.

March 4, 2021

Description of the Registrant’s Securities

Amended and Restated Registration Rights Agreement, dated March 2, 2022, by and among New Rigetti, the Sponsor and the other holders party thereto.

March 7, 2022

Form of Subscription Agreement for PIPE Financing.

October 6, 2021

Sponsor Support Agreement, dated as of October 6, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Rigetti Holdings, Inc., Supernova Partners II LLC and certain other parties thereto.

October 6, 2021

Rigetti Holders Support Agreement, dated as of October 6, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Rigetti Holdings, Inc.

and certain other parties thereto.

October 6, 2021

Letter Agreement, dated as of March 1, 2021, among Supernova, the Sponsor and Supernova’s officers and directors.

March 4, 2021

Loan and Security Agreement dated March 10, 2021, by and between Rigetti and Trinity Capital Inc.

February 8, 2022

Amendment No.

1 to Trinity Loan and Security Agreement dated May 18, 2021, by and between Rigetti and Trinity Capital Inc.

February 8, 2022

Amendment No.

2 to Trinity Loan and Security Agreement dated October 21, 2021, by and between Rigetti and Trinity Capital Inc.

February 8, 2022

Amendment No.

3 to Trinity Loan and Security Agreement dated January 27, 2022, by and between Rigetti & Co.

LLC and Trinity Capital Inc.

February 8, 2022

Guaranty Agreement dated January 27, 2022, by and between Rigetti Holdings, Inc.

and Trinity Capital Inc.

February 8, 2022

Incorporated by Reference

Amended and Restated Warrant to Purchase Stock, dated March 9, 2021, issued to Trinity Capital Inc.

by Rigetti & Co, Inc.

February 8, 2022

Manufacturing Agreement dated May 28, 2020, by and between Rigetti and Sparqtron Corporation.

February 8, 2022

Rigetti & Co, Inc.

2013 Equity Incentive Plan, as amended.

Form of Stock Option Grant Notice and Form of Stock Option Agreement under Rigetti & Co, Inc.

2013 Equity Incentive Plan.

February 8, 2022

Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Agreement under Rigetti & Co, Inc.

2013 Equity Incentive Plan.

February 8, 2022

Rigetti Computing, Inc.

2022 Equity Incentive Plan.

March 7, 2022

Form of Stock Option Grant Package under 2022 Equity Incentive Plan.

March 7, 2022

Form of RSU Grant Package under 2022 Equity Incentive Plan.

March 7, 2022

Form of Stock Award Grant Package under 2022 Equity Incentive Plan.

March 7, 2022

Rigetti Computing, Inc.

2022 Employee Stock Purchase Plan.

March 7, 2022

Form of Indemnification Agreement by and between the Company and its directors and officers.

March 7, 2022

Non-Employee Director Compensation Policy.

August 12, 2022

Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I, as amended.

February 8, 2022

Lease Agreement dated April 15, 2015, by and among Rigetti, Temescal, LP and Contra Costa Industrial Park, Ltd., as amended.

February 8, 2022

Amended & Restated Employment Agreement, dated February 2, 2022, between Rigetti Holdings, Inc.

and Chad Rigetti.

February 8, 2022

Amended & Restated Employment Agreement, dated February 2, 2022, between Rigetti Holdings, Inc.

and Brian Sereda.

February 8, 2022

Amended & Restated Employment Agreement, dated February 2, 2022, between Rigetti Holdings, Inc.

and Taryn Naidu.

February 8, 2022

Amended & Restated Employment Agreement, dated February 2, 2022, between Rigetti Holdings, Inc.

and Mike Harburn.

February 8, 2022

Incorporated by Reference

Amended & Restated Employment Agreement, dated February 2, 2022, between Rigetti Holdings, Inc.

and Rick Danis.

February 8, 2022

Executive Employment Agreement, dated March 14, 2022, between Rigetti Computing, Inc.

and Greg Peters.

March 23, 2022

Warrant Subscription Agreement, dated as of October 6, 2021, between Rigetti Holdings, Inc.

and Ampere Computing LLC.

Ampere Warrant, dated as of June 30, 2022, issued by Rigetti Computing, Inc.

Common Stock Purchase Agreement, dated as of August 11, 2022, by and between Rigetti Computing, Inc.

Riley Capital II, LLC.

August 11, 2022

Registration Rights Agreement, dated as of August 11, 2022, by and between Rigetti Computing, Inc.

Riley Capital II, LLC.

August 11, 2022

Interim President and Chief Executive Officer Letter Agreement for Rick Danis, dated as of December 1, 2022

December 2, 2022

Executive Employment Agreement, dated December 7, 2022, by and between Rigetti Computing, Inc.

Subodh Kulkarni.

December 8, 2022

Executive Employment Agreement, dated February 9, 2023, by and between Rigetti Computing, Inc.

and Jeffrey Bertelsen.

February 10, 2023

Separation Agreement for Chad Rigetti, dated as of February 14, 2023

February 16, 2023

List of Subsidiaries of Rigetti Computing, Inc.

March 7, 2022

Consent of BDO USA LLP

Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K).

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Incorporated by Reference

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Filed herewith.

Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

Indicates management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this Annual Report on Form 10-K are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.

In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .

RIGETTI COMPUTING, INC.

March 27, 2023

Subodh Kulkarni

Chief Executive Officer

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Dr.

Subodh Kulkarni, Jeffrey Bertelsen and Rick Danis, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his true and lawful attorney-in-fact and agent to act in his name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

/s/ Subodh Kulkarni

Chief Executive Officer and Director

March 27, 2023

Subodh Kulkarni

(Principal Executive Officer)

/s/ Jeffrey Bertelsen

Chief Financial Officer

March 27, 2023

Jeffrey Bertelsen

(Principal Financial Officer and Principal Accounting Officer)

/s/ Michael Clifton

March 27, 2023

Michael Clifton

/s/ David Cowan

March 27, 2023

/s/ Alissa Fitzgerald

March 27, 2023

Alissa Fitzgerald

/s/ Ray Johnson

March 27, 2023

/s/ Cathy McCarthy

Chair of the Board of Directors

March 27, 2023

Cathy McCarthy

Gail Sandford

March 27, 2023

Gail Sandford

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 688 )

Report of Independent Registered Public Accounting Firm (BDO USA, LLP, Spokane, Washington, PCAOB ID # 243 )

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the year ended December 31, 2021 and for the period from December 22, 2020 (inception) through December 31, 2020

Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the year ended December 31, 2021 and for the period from December 22, 2020 (inception) through December 31, 2020

Consolidated Statements of Cash Flows for the year ended December 31, 2021 and for the period from December 22, 2020 (inception) through December 31, 2020

Consolidated Statements of Operations for the Year Ended December 31, 2022 and for the Eleven Months Ended December 31, 2021

Consolidated Statements of Comprehensive Loss for the Year Ended December 31, 2022 and for the Eleven Months Ended December 31, 2021

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Year Ended December 31, 2022 and for the Eleven Months Ended December 31, 2021

Consolidated Statements of Cash Flows for the Year Ended December 31, 2022 and for the Eleven Months Ended December 31, 2021

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Supernova Partners Acquisition Company II, Ltd.

Shareholders and Board of Directors

Rigetti Computing, Inc.

Berkeley, California

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Supernova Partners Acquisition Company II, Ltd.

(the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2021 and for the period from December 22, 2020 (inception) through December 31, 2020 , and the related consolidated notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and for the period from December 22, 2020 (inception) through December 31, 2020 , in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination.

The Company had a working capital deficiency as of December 31, 2021 and lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements .

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have audited the accompanying consolidated balance sheets of Rigetti Computing, Inc.

(the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for the year ended December 31, 2022 and for the eleven months ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and the eleven months ended December 31, 2021 ,

in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Notes 2 and 8 to the consolidated financial statements, the Company has changed its accounting method for accounting for leases in 2022 due to the adoption of Topic 842:

Basis for Opinion

4 unchanged sentences

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

5 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum llp

We have served as the Company’s auditor since 2021.

February 23, 2022

FINANCIAL INFORMATION

Consolidated Financial Statements

SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD.

Spokane, Washington

March 27, 2023

RIGETTI COMPUTING, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

Current assets:

Prepaid expenses – current

Total current assets

Cash and cash equivalents

Available-for-sale

Accounts receivable

Prepaid expenses and other current assets

Forward contract - assets

Deferred offering costs

Prepaid expenses – long term

Investments held in Trust Account

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and

Shareholders' Equity (Deficit)

Total current assets

Property and equipment, net

Operating lease right-of-use

Restricted cash

Liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)

Current liabilities:

Accounts payable

Accrued expenses

Accrued expenses and other current liabilities

Deferred revenue

Debt - current portion

Operating lease liabilities - current

Forward contract - liabilities

Total current liabilities

Deferred underwriting commissions

Debt - net of current portion

Operating lease liabilities - noncurrent

Derivative warrant liabilities

Other liabilities

Total liabilities

Commitments and contingencies (Note 9)

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

34,500,000 and - 0 - shares at $ 10.00 per share as of December 31, 2021 and

December 31, 2020, respectively

Shareholders' Equity (Deficit)

Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; no shares issued

or outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

non-redeemable shares issued or outstanding

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

8,625,000 shares issued and outstanding as of December 31, 2021 and

December 31, 2020

Additional paid-in capital

Redeemable convertible preferred stock*, par value $ 0.0001 per share;

0 shares and 80,974,757 shares authorized at December 31, 2022 and December 31, 2021, respectively;

0 shares and 77,696,679 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively

Stockholders’ equity (deficit):

Preferred Stock, par value $ 0.0001 per share;

10,000,000 shares and 0 shares authorized at December 31, 2022 and December 31, 2021, respectively;

0 shares and 0 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively

Common stock*, par value $ 0.0001 per share;

1,000,000,000 shares and 134,050,472 shares authorized at December 31, 2022 and December 31, 2021, respectively;

125,257,233 shares and 18,221,069 shares issued and outstanding at December 21, 2022 and December 31, 2021, respectively

Additional paid-in

Accumulated other comprehensive gain (loss)

Accumulated deficit

Total Shareholders' Equity (Deficit)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and

Shareholders' Equity (Deficit)

Total stockholders’ equity (deficit)

Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)

Shares of legacy Redeemable Convertible Series C Preferred Stock, Redeemable Convertible Series C-1

Preferred Stock, legacy Class A Common Stock, and legacy Class B Common Stock have been retroactively restated to give effect to the Business Combination.

The accompanying notes are an integral part of these consolidated financial statements.

SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD.

RIGETTI COMPUTING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

December 31,2021

2020 (inception)

General and administrative expenses

(In thousands, except for share and per share amounts)

11 Months Ended

Cost of revenue

Total gross profit

Operating expenses:

Research and development

Sales and marketing

General and administrative

Goodwill impairment

Total operating expenses

Loss from operations

Other income (expense)

Other income (expense), net:

Interest expense

Interest income

Change in fair value of derivative warrant liabilities

Offering costs associated with derivative warrant liabilities

Income from investments held in Trust Account

Weighted average number of Class A ordinary shares, basic and diluted

Basic and diluted net loss per share, Class A

Weighted average number of Class B ordinary shares, basic

Weighted average number of Class B ordinary shares, diluted

Basic net loss per share, Class B

Diluted net loss per share, Class B

Change in fair value of earn-out

Transaction costs

Total other income (expense), net

Net loss before provision for income taxes

Provision for income taxes

Net loss per share attributable to common stockholders - basic and diluted

Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted*

Weighted-average shares have been retroactively restated to give effect to the Business Combination.

The accompanying notes are an integral part of these consolidated financial statements.

SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

For the Year Ended December 31, 2021

Ordinary Shares

Shareholders'

Equity (Deficit)

Balance - December 31, 2020

Sale of private placement warrants

to Sponsor in private placement,

less allocation to derivative

warrant liabilities

Accretion of Class A ordinary

shares to redemption amount

Balance - December 31, 2021

For the Period from December 22, 2020 (inception) through December 31, 2020

Ordinary Shares

Shareholders'

Equity (Deficit)

RIGETTI COMPUTING, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

11 Months Ended

Other comprehensive gain (loss):

Foreign currency translation gain (loss)

Change in unrealized loss on available-for-sale

Comprehensive loss

The accompanying notes are an integral part of these consolidated financial statement

RIGETTI COMPUTING, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands)

Redeemable Convertible

Preferred Stock*

Common Stock*

Comprehensive

Stockholders’

(In thousands, except share and per share data)

Balance, January 31, 2021

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of common stock warrants

Stock-based compensation

Foreign currency translation loss

Balance, December 31, 2021

Issuance of Class B ordinary shares to

Sponsor (1)(2)

Issuance of common stock upon conversion of legacy Series C and Series C-1

preferred stock in connection with the Business Combination (Note 3)

Issuance of common stock upon exercise of stock options

Issuance of common stock upon exercise of common stock warrants

Issuance of common stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities

Issuance of common stock upon release of RSUs

Reclassification of loan and security agreement warrants to equity

Settlement of the first tranche of forward contract

Capitalization of deferred costs to equity upon share issuance

Issuance of common stock pursuant to the Common Stock Purchase Agreement - B.

Stock-based compensation

Foreign currency translation gain

Change in unrealized loss on available-for-sale

Balance, December 31, 2022

Shares of legacy Redeemable Convertible Series C Preferred Stock, Redeemable Convertible Series C-1

Preferred Stock, legacy Class A Common Stock, and legacy Class B Common Stock have been retroactively restated to give effect to the Business Combination.

The accompanying notes are an integral part of these consolidated financial statements

SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD.

RIGETTI COMPUTING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

2020 (inception)

(In thousands)

11 Months Ended

Cash flows from operating activities

Adjustments to reconcile net loss to cash used in operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Stock-based compensation

Change in fair value of earnout liability

Change in fair value of derivative warrant liabilities

Offering costs associated with derivative liabilities

Income from investments held in Trust Account

Change in fair value of forward contract

Accretion of available-for-sale securities

Amortization of debt issuance costs

Amortization of debt commitment fee asset

Accretion of debt end of term liabilities

lease expense

Goodwill impairment

Changes in operating assets and liabilities:

Prepaid expenses

Accounts receivable

Prepaid expenses and other current assets

Deferred revenue

Accounts payable

Accrued expenses

Accrued expenses and other current liabilities

Other liabilities

Net cash used in operating activities

Cash flows from investing activities

Cash deposited in Trust Account

( 345,000,000

Purchases of property and equipment

Purchases of available-for-sale

Net cash used in investing activities

( 345,000,000

Cash flows from financing activities

Proceeds from note payable to related party

Repayment of note payable to related party

Proceeds received from initial public offering, gross

Proceeds received from private placement

Offering costs paid

Proceeds from Business Combination, net of transaction costs paid

Transaction costs paid directly by Rigetti

Proceeds from issuance of notes payable

Payments on principal of notes payable

Payments on debt issuance costs

Payment on loan and security agreement exit fees

Payments on deferred offering costs

Proceeds from issuance of common stock upon exercise of stock options and warrants

Net cash provided by financing activities

Net change in cash

Cash - beginning of the period

Cash - end of the period

Supplemental disclosure of noncash financing activities:

Offering costs included in accrued expenses

Prepaid expenses paid by Sponsor in exchange for issuance of Class B

ordinary shares

Deferred underwriting commissions

Accretion of Class A ordinary shares to redemption amount

Effect of changes in exchange rate on cash and restricted cash

Net increase (decrease) in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of period

Cash, cash equivalents, and restricted cash at end of period

Supplemental disclosure of cash flow information:

Cash paid for interest

Supplemental disclosure of non-cash

financing activity:

Initial fair value of earn-out liability acquired in merger

Deferred offering costs in accounts payable and accrued expenses

Fair value of loan and security agreement warrant liability

Initial fair value of private placement and public warrants liability acquired in merger

Reclassification of loan and security agreement warrants to equity

Settlement of the first tranche of forward contract

Capitalization of deferred costs to equity upon share issuance

Purchases of property and equipment recorded in accounts payable

Purchases of property and equipment recorded in accrued expense

Unrealized loss on short term investments

assets recorded on adoption of ASU 2016-02

Operating lease liabilities recorded on adoption of ASU 2016-02

Lease liabilities arising from obtaining right-of-use

The accompanying notes are an integral part of these consolidated financial statements

SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD.

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Organization and Business Operations

Organization and General

Supernova Partners Acquisition Company II, Ltd.

(“Supernova” or the “Company”) was incorporated as a Cayman Islands exempted company on December 22, 2020.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

On October 4, 2021 Supernova Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of ours (“First Merger Sub”), and Romeo Supernova Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of ours (“Second Merger Sub”) were incorporated (collectively referred to as the “subsidiaries”), These subsidiaries were incorporated for the purpose of consummating a Business Combination.

As of December 31, 2021 the Company had not commenced any operations.

All activity for the period from December 22, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below , and since the Initial Public Offering, the search for a prospective initial Business Combination .

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.

Sponsor and Financing

The Company’s sponsor is Supernova Partners II LLC, a Cayman Islands exempted company (the “Sponsor”).

The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021.

On March 4, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $ 10.00 per Unit, generating gross proceeds of $ 345.0 million, and incurring offering costs of approximately $ 19.5 million, of which approximately $ 12.1 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,450,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $ 2.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $ 8.9 million (Note 4).

Trust Account

Upon the closing of the Initial Public Offering and the Private Placement, $ 345.0 million ($ 10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P.

Morgan Chase Bank, N.A., with American Stock Transfer & Trust Company acting as trustee, and invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more

initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the signing of the agreement to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of its Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share).

The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).

These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”).

In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination.

If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 4, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the

Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Completion Window .

The Sponsor agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Completion Window.

However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Completion Window.

The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Completion Window, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 per share initially held in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, except the independent registered public accounting firm, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Proposed Business Combination

On October 6, 2021, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Supernova, Supernova Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Supernova (“First Merger Sub”), Supernova Romeo Merger Sub, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Supernova (“Second Merger Sub”), and Rigetti Holdings, Inc., a Delaware corporation (“Rigetti”).

Pursuant to the Merger Agreement, Supernova will become a Delaware corporation (the “Domestication”) and the parties will enter into a business combination transaction by which (i) First Merger Sub will merge with and into Rigetti, with Rigetti being the surviving entity in the merger (the “First Merger”), and (ii) immediately following the First Merger, Rigetti will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions” and the closing of the Transactions, the “Closing”).

In connection with the Closing, Supernova will change its name to “Rigetti Computing, Inc.”

The value of the aggregate equity consideration to be paid to Rigetti’s stockholders and optionholders in the Transactions will be equal to (i) $ 1,041,000,000 plus (ii) the aggregate exercise price of in the money Rigetti Warrants (as defined below) and Rigetti Options (as defined below), in each case, outstanding prior to the effective time of the First Merger (the “Aggregate Equity Value”).

At the Closing, each share of common stock and preferred stock of Rigetti that is issued and outstanding immediately prior to the effective time of the First Merger (other than “Excluded Shares”, as defined in the Merger Agreement) will be cancelled and converted into the right to receive a number of shares of Supernova common stock equal to an exchange ratio determined by dividing (a) the Aggregate Equity Value by (b) the “Aggregate Fully Diluted Company Common Stock” (as defined in the Merger Agreement), and then dividing that quotient by $ 10.00 .

At the Closing and as set forth in the Merger Agreement, (i) each warrant to purchase Rigetti common stock (“Rigetti Warrants”) will be converted into a warrant to purchase shares of Supernova common stock, (ii) each option to

purchase Rigetti common stock (“Rigetti Options”), whether vested or unvested, will be assumed and converted into an option to purchase a number of shares of Supernova common stock, (iii) each restricted share of Rigetti common stock will be exchanged for shares of Supernova common stock subject to the same terms and conditions as were applicable to such restricted shares and (iv) each restricted stock unit award of Rigetti will be converted into the right to receive restricted stock units based on shares of Supernova common stock.

In connection with the Merger Agreement, Supernova entered into subscription agreements with the PIPE Investors pursuant to which the PIPE Investors have committed to purchase in a private placement 10,251,000 shares of Supernova common stock (the “PIPE Shares”) at a purchase price of $ 10.00 per share and an aggregate purchase price of $ 102.51 million.

The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the transactions and will be consummated concurrently with the closing.

On December 23, 2021, Supernova entered into Subscription Agreements with two “accredited investors” (as such term is defined in Rule 501 of Regulation D) pursuant to which the Subsequent PIPE Investors have agreed to subscribe for and purchase, and Supernova has agreed to issue and sell to the Subsequent PIPE Investors, an aggregate of 4,390,244 shares of Stock at a price of $ 10.25 per share, for aggregate gross proceeds of $ 45,000,000 .

The shares of common stock to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act and will be issued in reliance on the availability of an exemption from such registration.

The PIPE Subscription Agreements further provide that the Company will use commercially reasonable efforts to file a registration statement to register the resale of the PIPE Shares within fifteen (15) business days after the Closing.

In addition, in connection with the execution of the Merger Agreement, Supernova entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor, Rigetti and Supernova’s directors and officers.

Pursuant to the Sponsor Support Agreement, the Sponsor and Supernova’s directors and officers have, among other things, agreed to vote all of their shares of Supernova capital stock in favor of the approval of the Transactions.

In addition, the Sponsor has agreed that (i) 2,479,000 shares of Class B common stock issued in connection with the IPO (the “Sponsor Shares”) will be unvested and subject to forfeiture as of the Closing and will only vest if, during the five year period following the Closing, the volume weighted average price of Supernova’s common stock equals or exceeds $ 12.50 for any twenty trading days within a period of thirty consecutive trading days, and (ii) up to an additional 1,000,000 Sponsor Shares will be unvested and subject to forfeiture as of the Closing based on the level of redemptions of Supernova Class A ordinary shares by holders thereof in connection with the transactions contemplated by the Merger Agreement (calculated in the manner set forth in the Sponsor Support Agreement), and any such additional Sponsor Shares will only vest if, during the five year period following the Closing, the volume weighted average price of Supernova’s common stock equals or exceeds $ 15.00 for any twenty trading days within a period of thirty consecutive trading days.

Any Sponsor Shares that remain unvested after the fifth anniversary of the Closing will be forfeited.

The Sponsor Support Agreement will terminate upon the termination of the Merger Agreement if the Closing does not occur.

The consummation of the Transactions is subject to customary closing conditions, including, among others:

(i) approval by Supernova’s and Rigetti’s respective stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the obtaining of any consents required under antitrust laws in the jurisdictions specified on a schedule, (iii) no law or order enjoining or prohibiting the consummation of the Transactions being in force, (iv) Supernova having at least $ 5,000,001 of net tangible assets as of the Closing, (v) receipt of approval for listing on the NASDAQ Capital Markets of the shares of Supernova common stock to be issued in connection with the Transactions, (vi) completion of the Domestication, (vii) the effectiveness of the registration statement on Form S-4, (viii) the accuracy of the parties’ respective representations and warranties (subject to specified materiality thresholds) and the material performance of the parties’ respective covenants and other obligations, (ix) no material adverse effect on Rigetti having occurred since signing that is continuing at Closing and (x) solely as relates to Rigetti’s obligation to consummate the Transaction, Supernova having at least $ 165,000,000 of available cash at the Closing.

For full details and the filed agreements, refer to the 8-K announcing the Merger Agreement filed with the SEC on October 6, 2021 and the amendments to the Merger Agreement filed on December 23, 2021 and January 10, 2022.

Liquidity and Going Concern

As of December 31, 2021, the Company had approximately $ 0.5 million in its operating bank account and a working capital deficit of approximately $ 3.4 million.

The Company has incurred and expects to incur significant costs in pursuit of its financing and acquisition plans.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s cash flow deficit raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

There is no assurance that the Company’s plans to consummate a Business Combination or raise additional funds will be successful within the Completion Window.

The consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements.

The consolidated financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Note 2 - Summary of Significant Accounting Policies

RIGETTI COMPUTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS

Rigetti Computing, Inc.

and its subsidiaries (collectively, the “Company” or “Rigetti”), builds quantum computers and the superconducting quantum processors that power them.

Through the Company’s Quantum Computing as a Service (“QCaaS”) platform, the Company’s machines can be integrated into any public, private or hybrid cloud.

The Company offers product types of Platform, Research and Software Tools usage in application areas of benchmarking, chemical simulation, education/entertainment, machine learning, and optimization.

The Company is located and headquartered in Berkeley, California.

The Company also operates in Fremont, California;

London, United Kingdom;

Adelaide, Australia;

British Columbia, Canada and Munich, Germany.

The Company’s revenue is derived primarily from operations in the United States and the United Kingdom.

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The consolidated financial statements of the Company include its wholly owned subsidiaries in connection with the planned merger.

All inter-company accounts and transactions are eliminated in consolidation.

On March 2, 2022 (the “Closing Date”), a merger transaction between Rigetti Holdings, Inc.

(“Legacy Rigetti”) and Supernova Partners Acquisition Company II, Ltd.

(“SNII”) was completed (the “Business Combination”, see Note 3).

In connection with the closing of the Business Combination, the Company changed its name to Rigetti Computing, Inc.

and all of SNII Class A ordinary shares and SNII Class B ordinary shares automatically converted into shares of Common Stock, par value $ 0.0001 , of the Company (the “Common Stock”) on a one-for-one

The SNII Public Warrants and the Private Warrants held by SNII became warrants for Common Stock.

The Company’s Common Stock and Public Warrants trade on the Nasdaq Capital Market under the ticker symbols “RGTI” and “RGTIW,” respectively.

For more information on this transaction, see Note 3.

The Company determined that Legacy Rigetti was the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (ASC) 805, Business Combination.

The determination was primarily based on the following facts:

Former Legacy Rigetti stockholders have a controlling voting interest in the Company;

The Company’s board of directors as of immediately after the closing is comprised of eight board members, six seats occupied by previous Rigetti board members and one seat being occupied by a previous Supernova representative.

The final eighth seat was filled by an individual who did not have ties to either Rigetti or Supernova pre-merger;

Legacy Rigetti management continues to hold executive management roles for the post-combination company and be responsible for the day-to-day

Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Rigetti issuing stock for the net assets of SNII, accompanied by a recapitalization.

The primary asset acquired from SNII was cash.

Separately, the Company also assumed warrants that were deemed to be derivatives and meet liability classification subject to fair value adjustment measurements upon closing of the Business Combination (the “Closing”).

No goodwill or other intangible assets were recorded as a result of the Business Combination.

While SNII was the legal acquirer in the Business Combination, because Legacy Rigetti was deemed the accounting acquirer, the historical financial statements of Legacy Rigetti became the historical financial statements of the combined company, upon the consummation of the Business Combination.

As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Rigetti prior to the Business Combination;

(ii) the combined results of SNII and Legacy Rigetti following the closing of the Business Combination;

(iii) the assets and liabilities of Legacy Rigetti at their historical cost;

and (iv) the Company’s equity structure for all periods presented.

The equity structure has been retroactively restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s Common Stock, $ 0.0001 par value per share, issued to Legacy Rigetti shareholders and Legacy Rigetti convertible preferred shareholders in connection with the Business Combination.

As such, the shares and corresponding capital amounts and earnings per share related to Legacy Rigetti redeemable convertible preferred stock and Legacy Rigetti Common Stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination.

The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

GAAP”) and applicable rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

All intercompany transactions and balances have been eliminated in consolidation.

All dollar amounts in tables, except share and per share amounts, in the notes to the consolidated financial statements are presented in thousands unless otherwise noted.

Risks and Uncertainties

— The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional capital (or financing) to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology.

Based on our forecasts, we believe that our existing cash and cash equivalents and available for sale investments will be sufficient to meet our anticipated operating cash needs for at least the next 12 months from the issuance of these financial statements based on our current business plan and expectations and assumptions considering current macroeconomic conditions.

and Macroeconomic Conditions

— As of December 31, 2022, and December 31, 2021, the Company’s financial position was not significantly impacted by the effects of COVID-19.

However, the duration and intensity of the COVID-19

pandemic and any resulting disruption to the Company’s operations remains somewhat uncertain.

Global economic conditions have been worsening, with disruptions to, and volatility in, the credit and financial markets, disruption to banking systems, and rising inflation and interest rates in the U.S.

and worldwide resulting from the effects of COVID-19

and otherwise.

If these conditions persist and deepen, the Company could experience an inability to access additional capital or our liquidity could otherwise be impacted.

If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its research and development programs and other efforts.

Change in Fiscal Year

— In October 2021, the board of directors of Rigetti approved a change to Rigetti’s fiscal year-end

from January 31 to December 31, effective December 31, 2021.

The Company believes the year-end

change is important and useful to its financial statement users to allow for increased comparability with its industry peers.

As a result of this change, the Company’s fiscal year now begins on January 1 and ends on December 31 of each year, starting on January 1, 2022.

Rigetti’s fiscal year 2021 covers a period of 11 months starting from February 1, 2021 and ending on December 31, 2021.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its 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.

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.

The JOBS Act provides that an emerging growth 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.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s consolidated financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

— Following the Business Combination, the Company qualifies as an emerging growth company (‘‘EGC’’) as defined in the Jumpstart our Business Startups (‘‘JOBS’’) Act.

The JOBS Act permits companies with EGC status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies.

The Company intends to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.

As a result, the consolidated financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses

during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 , and investments held in Trust Account.

As of December 31, 2021, and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash equivalents as of December 31, 2021 and December 31, 2020.

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised of U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.

government securities and generally have a readily determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account are comprised of U.S.

government securities, the investments are classified as trading securities.

When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying consolidated statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the consolidated balance sheets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers consist of:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

— The preparation of the consolidated financial statements in accordance with U.S.

GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures.

Such management estimates include, but are not limited to, the fair value of share-based awards, the fair value of the convertible preferred stock warrants, the fair value of the Forward Warrant Agreement (as defined below) , the fair value of derivative warrant liabilities, the fair value of Sponsor Vesting Shares issued in connection with the business combination (See Note 3), goodwill and intangible assets, accrued liabilities and contingencies, depreciation and amortization periods, revenue recognition and accounting for income taxes.

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate.

These estimates are based on information available as of the date of the consolidated financial statements;

therefore, actual results could differ from those estimates.

Principals of Consolidation

—The consolidated financial statements include the accounts of Rigetti and its wholly owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

— Certain amounts reported previously have been reclassified to conform to current presentation, with no effect on stockholders’ equity or net loss as previously presented.

— Operating segments are defined as components of an entity for which discrete financial information is available and that information is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company’s Chief Executive Officer is its CODM, who has ultimate responsibility for the operating performance of the Company and the allocation of resources.

The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance.

As such, the Company has determined that it operates in one operating and one reportable segment.

Foreign Currency

— The Company’s reporting currency is the US dollar.

The functional currencies of the Company’s foreign subsidiaries are the local currencies (UK pounds sterling, Australian dollar and Canadian Dollar), which are the monetary unit of account of the principal economic environment in which the Company’s foreign subsidiaries operate.

All assets and liabilities of the foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenue and expenses are translated at average exchange rates in effect during the period.

The gain or loss resulting from the process of translating foreign currency financial statements into US dollars is reflected as a foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive gain (loss).

Foreign currency transaction gains and losses resulting from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other income (expense), net in the consolidated statements of operations and are de minimis for the year ended December 31, 2022 and 11 months ended December 31, 2021.

Comprehensive Loss

— Comprehensive loss consists of two components including net loss and other comprehensive loss.

The Company’s other comprehensive loss consists of foreign currency translation adjustments that result from consolidation of its foreign subsidiaries and unrealized loss on available-for-sale

Cash, Cash Equivalents and Restricted Cash

— As of December

31, 2022 and December 31, 2021, cash consists primarily of checking and savings deposits.

As of December 31, 2022, cash equivalents consist primarily of money market funds.

There were no cash equivalents as of December 31, 2021.

The Company considers all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents.

These cash equivalents are stated at cost, which approximates fair value.

The Company’s restricted cash balance includes cash whose use is limited by contractual provisions.

As of December 31, 2022, there was no restricted cash.

As of December 31, 2021, restricted cash consists of cash secured as collateral for letters of credit in favor of the Company’s landlord and its corporate credit card program.

The following table provides a reconciliation of cash, cash equivalents and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows:

Restricted cash

Total cash, cash equivalents and restricted cash

The Company classifies its investments in fixed income securities as available-for-sale

debt investments.

The Company’s investments consist of U.S Treasury securities, commercial paper, and corporate bonds that have a maturity of one year or less.

These investments are recorded in the consolidated balance sheets at fair value.

The fair value of our underlying investments is based on observable inputs and classified as Level 1 and Level 2.

Unrealized gains and losses on these investments are included as a separate component of Accumulated Other Comprehensive Loss.

The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired.

Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis.

Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the statements of operations.

See Note 15 for further information on fair value.

Accounts Receivable

— Accounts receivable are recorded at invoice value, net of allowance for doubtful accounts.

Unbilled receivables are included in accounts receivable and include amounts that were invoiced subsequent to the period end for which revenue was recognized in advance of the right to invoice.

On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs, collections, and current credit conditions.

A receivable is considered past due if the Company has not received payments based on agreed-upon terms.

As of December 31, 2022 and December 31, 2021, the Company does not have any allowances for doubtful accounts.

Prepaid Expenses and Other Current Assets

— Prepaid expenses and other current assets include prepaid software, prepaid insurance, other prepaid expenses, all of which are expected to be recognized or realized within the next 12 months.

Deferred Offering Costs

—The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with the Business Combination or issuance of shares under a registration statement filed with the SEC.

After consummation of the Business Combination or issuance of shares, costs allocated to equity-classified instruments are recorded as a reduction to additional paid-in

Costs allocated to liability-classified instruments are expensed.

Company incurred $ 2.3 million of offering costs for the year ended December 31, 2022, which related to filing new registration statements with the SEC after the close of the Business Combination.

These costs are incremental to those disclosed in Note 3.

A portion of the offering costs amounting to $ 0.7 million relates to the Common Stock Purchase Agreement with B.

Riley Principal Capital II, LLC.

As of December 31, 2022, while the registration statement related to the Common Stock Purchase Agreement with B.

Riley Principal Capital II, LLC was filed with the SEC, there were no shares issued other than the commitment shares referred to in Note 12.

As such $ 0.7 million of the offering costs were classified as deferred offering costs.

As of December 31, 2021, the Company had recorded deferred offering costs of $ 3.4 million, all of which are related to the Business Combination as discussed in Note 3.

Property and Equipment, Net

— Property and equipment are stated at cost less accumulated depreciation and amortization.

Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets.

The Company uses an estimated useful life of three years for furniture and other assets and information technology hardware (“IT hardware”), seven years for process equipment, and three to ten years for quantum computing fridges.

Leasehold improvements are amortized over the shorter of the lease-term or the estimated useful life of the related asset.

Expenditures for repairs and maintenance are expensed as incurred.

Upon disposition, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in other income (expense) in the consolidated statements of operations.

Long-lived assets, which consist of property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset (asset group) may not be recoverable.

When such events or changes in circumstances occur, the Company performs an undiscounted cash flow analysis to determine if an impairment exists and, if so, an impairment loss would be recorded based on the excess of the carrying amount of the asset (asset group) over its fair value.

During the year ended December 31, 2022 the Company determined there was a triggering event and an undiscounted cash flow analysis was performed.

Based on the results of this analysis, the Company’s long-lived assets were not impaired and no impairment charge was recorded.

During the 11 months ended December 31, 2021 no triggering events were noted.

— Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in a business combination.

Goodwill has an indefinite useful life and is not amortized.

The Company reviews its goodwill for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of the Company may exceed its fair value.

The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill.

If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill.

The Company determined a triggering event existed in the fourth quarter of 2022 resulting from the sustained decline in the Company’s stock price.

A quantitative impairment test was performed and as a result, the Company recognized a $ 5.4 million goodwill impairment charge for the year ended December 31, 2022.

Deferred Financing Costs

— The incremental cost, including the fair value of warrants, directly associated with obtaining debt

financing is capitalized as deferred financing costs upon the issuance of the debt and amortized over the term of the related debt agreement using the effective-interest metho d

with such amortized amounts included as a component of interest expense in the consolidated statements of operations.

Unamortized deferred financing costs are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt

Public and Private Warrants

— At the Closing Date of the Business Combination, SNII

had 4,450,000 Private Warrants and

8,625,000 Public warrants outstanding.

Each whole warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $

11.50 per share, subject to adjustments, and will expire

five years after the Business Combination or earlier upon redemption or liquidation.

The Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities.

Specifically, the Private Warrants contain provisions that cause the settlement amounts to be dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed

option on equity shares.

Therefore, the Private Warrants are not considered indexed to the Company’s stock and should be classified as a liability.

Since the Private Warrants meet the definition of a derivative, the Company recorded the Private Warrants as liabilities in the consolidated balance sheet at fair value upon the closing, with subsequent changes in the fair value recognized in the consolidated statements of operations at each reporting date.

The fair value of the Private Warrants are measured using the Black-Scholes option-pricing model.

The Public Warrants also fail to meet the indexation guidance in ASC 815 and are accounted for as liabilities because they include a provision whereby if there is not an effective registration statement, the warrant holders have a cap of 0.361 shares of Common Stock per warrant (subject to adjustment), on the issuable number of shares in a cashless exercise.

Subsequent to the separate listing and trading of the Public Warrants, their fair value has been measured based on the observable listed prices for such warrants.

Upon consummation of the Business Combination, the Company recorded a liability related to the Public Warrants of $ 16.3 million, with an offsetting entry to additional paid-in

On December 31, 2022, the fair value of the Public Warrants decreased to $ 0.7 million with the corresponding gain from the change in fair value recorded in the consolidated statement of operations for the year ended December 31, 2022.

See Note 13 and 15 for further information on fair value.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period until exercised.

The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model.

Subsequent to the separate listing and trading of the Public Warrants the fair value of the Public Warrants has been measured based on the observable listed prices for such warrants and the fair value of the Private Warrants are measured using a Black-Scholes Option Pricing Model.

Derivative warrant liabilities are classified as non-current as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.

Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the consolidated statements of operations.

Offering costs associated with the Class A ordinary shares issued were charged to the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.

The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, Class A ordinary shares are classified as shareholders’ equity.

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2021, the Company had 34,500,000 Class A ordinary shares subject to possible redemption, presented as temporary equity outside of the shareholders’ equity section of the Company’s consolidated balance sheets.

There were no Class A ordinary shares issued or outstanding as of December 31, 2020.

Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period.

This method would view the end of the reporting period as if it were also the redemption date of the security.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Share-based Compensation

The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.

The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

As of February 23, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares .

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815, “Derivatives and Hedging” (“ASC 815”) at the initial recognition date.

Other than the Public and Private Warrants noted above, the Company also issued warrants to Trinity Capital which are recognized as derivative liabilities in accordance with ASC 815.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period until exercised.

The fair value of the warrant liabilities issued were initially measured using the Black- Scholes model and are subsequently remeasured at each reporting period with changes recorded as a component of other (expense) income in the Company’s consolidated statements of operations.

During the year ended December 31, 2022 these warrants were exercised and are no longer outstanding.

At the closing of the Business Combination, the SPAC Sponsor subjected certain Sponsor Vesting Shares to forfeiture and vesting as of the Closing Date if thresholds related to the weighted average price of Common Stock are not met for the duration of various specified consecutive day trading periods during the five-year period following the Closing (the “Earn-Out

Triggering Events”).

Any such shares held by the Sponsor that remain unvested after the fifth anniversary of the Closing will be forfeited.

These Sponsor Vesting Shares are accounted for as liability classified instruments because the Earn-Out

Triggering Events that determine the number of Sponsor Vesting Shares to be earned back by the Sponsor include outcomes that are not solely indexed to the Common Stock of the Company.

The aggregate fair value of the Sponsor Vesting Shares on the Closing Date was estimated using a Monte Carlo simulation model and was determined to be $20.4 million at the Closing Date.

As of December 31, 2022, the Earn-Out

Triggering Events were not achieved for any of the tranches, and as such, the Company adjusted the carrying amount of the liability to its estimated fair value of $1.2 million.

The change in the fair value of $19.2 million for the year ended December 31, 2022 is included in gain on fair value change, net in the condensed consolidated statements of operations.

Significant inputs into the respective valuation models at March 2, 2022 (the initial recognition) and December 31, 2022 are as follows:

Valuation Assumptions

Initial Recognition on

March 2, 2022

December 31, 2022

Simulated trading days

Volatility (annual)

Risk-free rate

Estimated time to expiration (years)

Revenue Recognition

— The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers

and accounts for certain contract costs in accordance with ASC 340-40,

Other Assets and Deferred

Costs—Contracts with Customers.

The Company recognizes revenue from contracts with

customers by applying the following five-step model:

Identify the contract with a customer

Identify the performance obligations in the contract

Determine the transaction price

Allocate the transaction price to the performance obligations in the contract

Recognize revenue when (or as) performance obligations are satisfied

The Company generates revenue through its Quantum Computing as a Service (“QCaaS”) and development contracts and other services.

Access to Rigetti quantum computing systems can be purchased as a quantum computing subscription, or on a usage basis for a specified quantity of hours.

Revenue related to subscription-based access to (“QCaaS”) is recognized over time as access to the systems is provided on a ratable basis over the subscription term, which can range from six months to two years.

This time-based input measure of progress provides a faithful depiction of the transfer of the services because the benefits the customer obtains generally equals the benefit from its access to the systems throughout the subscription term.

Revenue related to usage-based access to Rigetti quantum computing systems is recognized over time as the systems are accessed using an output method based on compute credit hours expended.

This output method provides a faithful depiction of the transfer of the services because the customer has purchased a specified quantity of hours of usage that diminishes each time an hour is expended and therefore each hour of access to the systems is considered a discrete delivery of underlying services in these arrangements.

Development contracts are generally multi-year,

non-recurring

arrangements in which the Company provides professional services regarding practical applications of quantum computing to technology and business problems within the customer’s industry or organization and assists the customer in developing quantum algorithms and applications that will provide commercial value to the customer in areas of business interest.

Development contracts are typically fixed fee arrangements invoiced on a milestone basis but may also be invoiced on a time and materials or cost reimbursement basis in certain cases.

Revenue related to development contracts and other services is recognized over time based on completed milestones or hours or costs incurred as appropriate.

Revenue for partially completed milestones deemed probable of being met is recognized using an input measure based on actual labor hours incurred to date relative to total estimated labor hours needed to complete the milestone.

This input measure of progress provides a faithful depiction of the transfer of the services because it closely depicts the Company’s efforts or inputs to the satisfaction of the performance obligation.

Revenue related to the sale of custom quantum computing components is recognized at a point in time upon acceptance by the customer.

When the Company’s contracts with customers contain multiple performance obligations, the transaction price is allocated on a relative standalone selling price basis to each performance obligation.

The Company typically determines standalone selling price based on observable selling prices of our products and services.

In instances where standalone selling price is not directly observable, standalone selling price is determined using information that may include market conditions and other observable inputs.

Standalone selling price is typically established as a range.

In situations in which the stated contract price for a performance obligation is outside of the applicable standalone selling price range and has a different pattern of transfer to the customer than the other performance obligations in the contract, the Company will reallocate the total transaction price to each performance obligation based on the relative standalone selling price of each.

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer.

Revenue is recorded based on the transaction price, which includes fixed consideration and estimates of variable consideration.

The amount of variable consideration included in the transaction price is constrained and is included only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The Company’s contracts with customers may include renewal or other options at fixed prices.

Determining whether such options are considered distinct performance obligations that provide the customer with a material right and therefore should be accounted for separately requires significant judgment.

Judgment is required to determine the standalone selling price for each renewal option to determine whether the renewal pricing is reflective of standalone selling price or is reflective of a discount that would provide the customer with a material right.

Based on the Company’s assessment of standalone selling prices, the Company determined that there were no significant material rights provided to its customers requiring separate recognition.

The timing of revenue recognition may not align with the right to invoice the customer.

The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment, regardless of whether revenue has been recognized.

If revenue has not yet been recognized, a contract liability (deferred revenue) is also recorded.

If revenue is recognized in advance of the right to invoice, a contract asset or unbilled receivable is recorded, depending on whether the Company’s right to consideration is considered conditional or unconditional.

Unbilled receivables are included within accounts receivable in the consolidated balance sheets.

In instances where the timing of revenue recognition differs from the timing of the right to invoice, the Company has determined that a significant financing component generally does not exist.

The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the products and services and not to receive financing from or provide financing to the customer.

Additionally, the Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less.

Payment terms on invoiced amounts are typically net 30 days.

The Company does not offer rights of return for its products and services in the normal course of business, and contracts generally do not include service-type warranties that provide any incremental service to the customer beyond providing assurance that the goods and services conform to applicable specifications or customer-specific or subjective acceptance provisions.

The Company also excludes from revenue government-assessed and imposed taxes on revenue-generating activities that are invoiced to customers.

Costs of Obtaining and Fulfilling Contracts

— The Company has elected to apply the practical expedient to expense contract acquisition costs as incurred when the expected amortization period is one year or less.

The Company capitalizes incremental costs incurred to fulfill its contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation(s) under the contract, and (iii) are expected to be recovered through revenue generated under the contract.

Cost of Revenue

— Cost of revenue consists primarily of all direct and indirect cost associated with providing QCaaS offerings and development contracts and other services, including employee salaries and employee related costs, including compensation, bonuses, employee taxes and benefit costs of program management and personnel associated with the delivery of goods and services to customers.

Cost of revenue also includes an allocation of facility costs, depreciation and amortization directly related to providing the QCaaS offerings and development contracts and

other services.

Research and Development

— Research and development costs are expensed as incurred.

Research and development expenses include compensation, employee benefits, stock-based compensation, outside consultant fees, allocation of facility costs, depreciation and amortization, materials and components purchased for research and development.

General and Administrative

— General and administrative expenses include compensation, employee benefits, stock-based compensation, legal, insurance, finance administration and human resources, an allocation of facility costs (including leases), bad debt costs, professional service fees, and an allocation of other general overhead costs including depreciation and amortization to support Rigetti’s operations, which consists of operations other than associated with providing QCaaS offerings and development contracts and other services.

Sales and Marketing —

Sales and marketing expenses consist primarily of compensation including stock-based compensation, employee benefits of sales and marketing employees, outside consultants fees, travel and marketing and promotion costs.

Capitalized Software —

The Company capitalizes the costs to develop its internal-use software

when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended.

Such costs are included in property and equipment in the consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the related asset.

These capitalized costs are primarily related to the software infrastructure supporting the quantum computing services purchased by customers.

Costs incurred in the preliminary stages of development are expensed as incurred.

Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use.

Capitalization ceases upon completion of all substantial testing.

The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional features and functionality.

Maintenance costs are expensed as incurred.

During the year ended December 31, 2022 and 11 months ended December 31, 2021, no capitalized software has been recorded.

— Income taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021, and December 31, 2020.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 13,075,000 shares of Class A ordinary shares in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method.

The number of weighted average Class B ordinary shares for calculating basic net income (loss) per ordinary share was reduced for the effect of an aggregate of 1,125,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 5).

Since the contingency was satisfied as of December 31, 2021, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares:

For the Year Ended

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

As of December 31, 2022 and December 31, 2021, the Company has recorded a full valuation allowance against its deferred tax assets.

The Company recognizes the effect of income tax positions only if it is more likely than not that those positions will be sustained.

Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized.

Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense.

Net Loss Per Share

— Basic net loss per common share is computed by dividing the net loss available to Common Stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period.

Diluted net loss per common share is computed by dividing the net loss available to Common Stockholders adjusted by any preferred stock dividends declared during the period by the weighted average number of common shares and potential common shares outstanding when the impact is not antidilutive.

Potential common shares from stock options, unvested restricted stock units and Common Stock warrants are computed using the treasury stock method, while those from convertible Series C and C-1

Preferred Stock are computed using the if-converted

Contingently issuable shares are included in basic net loss per share only when

there is no circumstance under which those shares would not be issued.

Shares issuable for little or no cash consideration shall be considered outstanding common shares and included in the computation of basic net loss per share.

Stock-Based Compensation

— The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation.

The Company’s share-based compensation awards are all equity-classified and consist of stock options, restricted stock units (“RSU”) and restricted stock awards (“RSA”).

Most stock options have service vesting conditions ranging from 1 to 5 years.

RSAs are fully vested on grant date.

RSUs granted under the Rigetti & Co., Inc.

2013 Equity Incentive Plan (the “2013 Plan”) have a 4 -year

service vesting condition and a performance condition linked to the occurrence of a liquidity event defined as a change-in-control

event, successful initial public offering or successful merger with a special purpose acquisition company, which was satisfied at the Closing.

RSUs granted under the Rigetti Computing, Inc.

2022 Equity Incentive Plan (the “2022 Plan”) have a service vesting condition only.

The Company occasionally issues awards that might have different vesting conditions.

Compensation expense is based on the grant-date fair value of the awards and recognized over the requisite service period using a straight-line method for awards that have a service only condition.

Compensation expense for awards with service and performance and/or market conditions is recognized using a graded vesting method.

Compensation expense for RSAs is recognized fully on grant date.

Compensation expenses for awards with a market condition are recognized over the requite service period regardless of whether the market condition is met unless the service requirement is not met.

The Company has elected to account for forfeitures of employee stock awards as they occur.

Fair Value Measurements

— The Company reports all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis...

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are as follows:

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

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

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

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

Concentrations of Credit Risk

— Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments in the form of commercial paper and corporate bonds, and trade accounts receivable.

The Company’s cash and cash equivalents and short-term investments are placed with high-credit-quality financial institutions, and at times exceed federally insured limits.

To date, the Company has not experienced any credit loss relating to its cash and cash equivalents or short-term investments.

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

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

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

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

Sales to government entities comprised 81.3 % and 80.0 % of the Company’s total revenue for the year ended December 31, 2022 and 11 months ended December 31, 2021, respectively.

Recently Adopted Accounting Pronouncements

— In February 2016, the FASB issued ASU 2016-0

Leases and related subsequently issued ASUs (collectively, “Topic 842”), which supersedes Topic 840.

From a lessee perspective, the core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases.

A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use

(“ROU”) asset representing its right to use the underlying asset for the lease term.

There continues to be a differentiation between finance leases (which replace capital leases as so identified under Topic 840) and operating leases.

However, the principal difference from the previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the statement of financial position.

The updated guidance also requires additional quantitative and qualitative disclosures and allows various practical expedients.

The Company adopted Topic 842 effective January 1, 2022, using the modified retrospective transition option of applying the new standard at the adoption date for all leases with an original term greater than 12 months.

The Company elected the package of practical expedients requiring no reassessment of (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification of any expired or existing leases, or (iii) initial direct costs for any existing leases.

Adoption of the standard had a material impact on the Company’s consolidated balance sheet by recognizing operating lease ROU assets and operating lease liabilities but did not

have an impact on its consolidated statement of operations or cash flows on the date of adoption.

The adoption of Topic 842 was recorded as of January 1, 2022 and resulted in the recognition of operating lease ROU assets and operating lease liabilities of $ 6.3 million and $ 6.6 million respectively and a $ 0.3 million adjustment to deferred rent, with no impact to accumulated deficit as of January 1, 2022.

The period ended December 31, 2021 continues to be reported in accordance with the Company’s historic accounting under previous lease guidance, Topic 840.

The Company determines if an arrangement includes a lease at inception.

Operating leases are included in the Company’s balance sheet as operating lease ROU assets and operating lease liabilities as of December 31, 2022.

Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.

In determining the net present value of its lease payments, the Company uses an estimated incremental borrowing rate that is applicable to the Company based on the information available at the later of the lease commencement date, lease modification date, or the date of adoption of Topic 842.

The operating lease ROU assets also include any lease payments made less lease incentives.

The Company’s leases may include options to extend or terminate the lease, which is considered in the lease term when it is reasonably certain that the Company will exercise any such options.

Lease expense is recognized on a straight-line basis over the expected lease term, taking into account adjustments for provisions such as free rent, escalating base monthly rental payments or deferred payment terms such as rent holidays that defer the commencement date of required payments.

The Company has elected not to apply the recognition requirements of Topic 842 for short-term leases.

The Company considers leases with a term of 12 months or less at the date of commencement to be short-term.

In May 2021, the FASB issued ASU No.

2021-04, Earnings

Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50),

Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”).

The guidance in ASU 2021-04 clarifies

and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange.

The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021.The Company adopted ASU 2021-04 as

of January 1, 2022.

The adoption of ASU 2021-04 did

not have an impact on the Company’s financial position and results of operations.

In December 2019, the FASB issued ASU 2019-12, Income

Taxes (Topic 740):

Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes.

removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application.

The Company adopted this ASU on January 1, 2022.

Adoption did not have a significant impact on the Company’s financial statements or related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

— In June 2022, the FASB issued ASU 2022-03, ASC

Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”.

The FASB issued this update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820.

The ASU is effective for the Company after December 15, 2024, and interim periods within those fiscal years, with early adoption permitted.

The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.

In August 2020, the FASB issued ASU No.

Debt - (Topic 815) (“ASU No.

which simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity.

The amendments in ASU No.

effective for public companies, other than smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements

to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.

issued as part of the FASB’s ongoing project to improve upon its Accounting Standards Codification (ASC), and to clarify and improve areas of guidance related to recently issued standards on credit losses, hedging, and recognition and measurement.

For entities that have not yet adopted the guidance in Update 2016-13, the

effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in Update 2016-13.

amendments related to ASC 326 are effective for the Company as of January 1, 2023.

The adoption of the ASU is not expected to have a material impact on its consolidated financial statements.

BUSINESS COMBINATION

As discussed in Note 1, on March 2, 2022, the Business Combination was completed.

Pursuant to the Company’s certificate of incorporation, as amended on March 2, 2022, the Company is authorized to issue 1,000,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $ 0.0001 , of the Company (the “Preferred Stock”).

The holders of shares of Common Stock are entitled to one

vote for each share of Common Stock held.

The Preferred Stock is non-voting.

No shares of Preferred Stock were issued and outstanding as of December 31, 2022.

On March 1, 2022, prior to the Closing, as contemplated by the Merger Agreement and following approval by SNII’s shareholders at an extraordinary general meeting of shareholders held on February 28, 2022 (the “Extraordinary General Meeting”), SNII filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation (the “Certificate of Incorporation”) and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SNII was domesticated and continues as a Delaware corporation, changing its name to “Rigetti Computing, Inc.”

As a result of and upon the effective time of the Domestication (which occurred on March 1, 2022), among other things:(1) each then issued and outstanding Class A ordinary share, par value $ 0.0001 per share, of SNII (“SNII Class A ordinary share”) converted automatically, on a one-for-one

basis, into a share of Common Stock;

(2) each then issued and outstanding Class B ordinary share, par value $ 0.0001 per share, of SNII (“SNII Class B ordinary share”) converted automatically, on a one-for-one

basis, into a share of Common Stock;

(3) each then issued and outstanding whole warrant of SNII to purchase one SNII Class A ordinary share converted automatically into a Public Warrant to acquire one share of Common Stock at an exercise price of $ 11.50 per share pursuant to the Warrant Agreement, dated March 1, 2021, between SNII and American Stock Transfer & Trust Company, as warrant agent;

(4) and each then issued and outstanding unit of SNII (the “SNII Units”) was separated and converted automatically into one share of Common Stock and one-fourth

of one Warrant.

Immediately prior to the effective time of the Business Combination, each share of Legacy Rigetti’s Series C preferred stock and Series C-1

preferred stock (collectively, the “Legacy Rigetti Preferred Stock”) with Par Value of $ 0.000001 converted into shares of Common Stock of Legacy Rigetti (“Legacy Rigetti Common Stock”) in accordance with the Amended and Restated Certificate of Incorporation of Legacy Rigetti (such conversion, the “Legacy Rigetti Preferred Conversion”).

As a result of the Business Combination, among other things (1) all outstanding shares of Legacy Rigetti Common Stock as of immediately prior to the Closing (including Legacy Rigetti Common Stock resulting from the Legacy Rigetti Preferred Stock Conversion), were exchanged at an exchange ratio of 0.7870 (the “Exchange Ratio”) for an aggregate of 78,959,579

shares of Common Stock;

(2) each warrant to purchase Legacy Rigetti Common Stock converted into a warrant to purchase shares of Common Stock (“Assumed Warrant”), with each Assumed Warrant subject to the same terms and conditions as were applicable to the original Legacy Rigetti warrant and having an exercise price and number of shares of Common Stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement;

(3) each option to purchase Legacy Rigetti Common Stock converted into an option to purchase shares of Common Stock (“Assumed Option”), with each Assumed Option subject to the same terms and conditions as were applicable to the original Legacy Rigetti

option and with an exercise price and number of shares of Common Stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement, and;

(4) each Legacy Rigetti restricted stock unit award converted into a restricted stock unit award to receive shares of Common Stock (“Assumed RSU Award”), with each Assumed RSU Award subject to the same terms and conditions as were applicable to the Legacy Rigetti restricted stock unit award, and with the number of shares of Common Stock to which the Assumed RSU Award converted based on the Exchange Ratio and other terms contained in the Merger Agreement.

n with the execution of the Merger Agreement, SNII entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor, Legacy Rigetti and SNII’s directors and officers.

Pursuant to the Sponsor Support Agreement, the Sponsor and SNII’s directors and officers (“Sponsor Holders”), among other things, agreed to vote all of their shares of SNII capital stock in favor of the approval of the Business Combination.

In addition, pursuant to the Sponsor Support Agreement, (i)

2,479,000 shares of Common Stock held by the Sponsor Holders became unvested and subject to forfeiture as of the Closing and will only vest if, during the

period following the Closing, the volume weighted average price of Common Stock equals or exceeds $

12.50 for any

twenty trading days within a period of

thirty consecutive trading days , and (ii)

580,273 shares of Common Stock held by the Sponsor Holders became unvested and subject to forfeiture as of the Closing and will only vest if, during the

five year period following the Closing, the volume weighted average price of Common Stock equals or exceeds $

15.00 for any

twenty trading days within a period of

thirty consecutive trading days .

Any such shares held by the Sponsor Holders that remain unvested after the fifth anniversary of the Closing will be forfeited.

(Refer to Note 2 for related significant accounting policy for the Sponsor

Concurrently with the execution of the Merger Agreement, SNII entered into Subscription Agreements (the “Initial Subscription Agreements”) with certain investors (together, the “Initial PIPE Investors”), pursuant to which the Initial PIPE Investors agreed to subscribe for and purchase, and SNII agreed to issue and sell to the Initial PIPE Investors, an aggregate of 10,251,000 shares of Common Stock at a price of $ 10.00 per share, for aggregate gross proceeds of $ 102.5 Million (the “Initial PIPE Financing”).

On December 23, 2021, SNII entered into Subscription Agreements (the “Subsequent Subscription Agreements”, and together with the Initial Subscription Agreements, the “Subscription Agreements”) with two investors (the “Subsequent PIPE Investors”, and together with the Initial PIPE Investors, the “PIPE Investors”) pursuant to which the Subsequent PIPE Investors agreed to subscribe for and purchase, and SNII agreed to issue and sell to the Subsequent PIPE Investors, an aggregate of

4,390,244 shares of Common Stock at a price of $ 10.25 per share, for aggregate gross proceeds of $ 45.0 Million (the “Subsequent PIPE Financing”, and together with the Initial PIPE Financing, the “PIPE Financing”).

Pursuant to the Subscription Agreements, Rigetti agreed to provide the PIPE Investors with certain registration rights with respect to the shares purchased as part of the PIPE Financing.

The PIPE Financing was consummated immediately prior to the Merger.

The Business Combination is accounted for as a reverse recapitalization in accordance with U.S.

Under this method of accounting, SNII was treated as the “acquired” company for financial reporting purposes.

In accounting for the Business Combination and after redemptions, net proceeds received by the Company totaled $ 225.6 million.

The table below shows the net proceeds from business combination and PIPE financing:

Cash - SNII trust and cash (net of redemption)

Cash - SNII operating account

Net Proceeds from Business Combination and PIPE

Transaction costs consist of direct legal, accounting and other fees relating to the consummation of the Merger.

Legacy Rigetti transaction costs specific and directly attributable to the business combination totaled

$ 20.65 million.

These costs were initially capitalized as incurred in deferred offering assets on the consolidated balance sheets.

Upon the Closing, transaction costs related to the issuance of shares were recognized in stockholders’ equity (deficit) while costs associated with the Public Warrants, Private Warrants and Sponsor Vesting Shares were expensed in the consolidated statements of operations.

Of the total transaction cost of

$ 20.65 million, $ 19.75 million was recorded to additional paid-in

capital as a reduction of proceeds and the remaining $ 0.9 million was recognized in the consolidated statements of operations during the year ended December 31, 2022.

Transaction cost paid through cash during the year ended December 31, 2022, equals $ 16.7 million.

For the year ended December 31, 2022, the Company also paid a one-time

bonus to certain employees related to the business combination of $ 2.1 million.

The number of shares of Common Stock issued immediately following the consummation of the Business Combination was as follows:

Common Stock - SNII Class A, outstanding prior to Business Combination

redemption of SNII Class A ordinary shares

Common Stock - SNII Class A ordinary shares

Common Stock - SNII Class B ordinary shares*

Shares issued in PIPE

Business Combination and PIPE shares

Common Stock - Legacy Rigetti**

Common Stock - exercise of Legacy Rigetti stock options immediately prior to the closing**

Common Stock - exercise of Legacy Rigetti warrants immediately prior to the closing**

Common Stock - upon conversion of Legacy Rigetti Series C preferred stock**

Common Stock - upon conversion of Legacy Rigetti Series C-1

preferred stock**

Total shares of Common Stock immediately after Business Combination

Includes (i) 2,479,000 shares of Common Stock held by the Sponsor (the “Promote Sponsor Vesting Shares”) and (ii) 580,273 shares of Common Stock held by the Sponsor (“Sponsor Redemption-Based Vesting Shares”).

(i) all outstanding shares of Legacy Rigetti Common Stock as of immediately prior to the Closing (including Legacy Rigetti Common Stock resulting from the Legacy Rigetti Preferred Stock Conversion), were exchanged at an exchange ratio of 0.7870 (the “Exchange Ratio”).

(ii) the conversion ratio to Legacy Rigetti Common Stock for the Legacy Series C Preferred Stock was one -for-one

and for Legacy Series C-1

Preferred Stock was eight -for-one.

As of December 31, 2022, investment securities in the Company’s Trust Account consisted of $ 36.3 million in money market funds, $ 58.2 million in United States Treasury securities, $ 3.6 million in corporate bonds and $ 23.1 million in commercial paper.

The money market funds are classified as cash equivalents in the consolidated balance sheets.

The Company classifies its investments in fixed income securities as available-for-sale.

Available-for-sale

marketable securities are recorded at their estimated fair value.

The amortized cost, gross unrealized holding loss included in other comprehensive income, and fair value of the

investment securities on December 31, 2022 are presented in the table below.

The Company did not hold investment securities at December 31, 2021.

Amortized Cost as of

December 31, 2022

For the Period from

Gross Unrealized

Fair Value as of

December 31, 2022

(inception) through

Money Market Funds

Short-term investments:

United States Treasury Securities

Corporate Bonds

Commercial Papers

All of the Company’s available-for-sale

securities have final maturities of one year or less .

The Company reviews the individual securities that have unrealized losses in its short-term investment portfolio on a regular basis.

The Company evaluates whether it has the intention to sell any of these investments and whether it is more likely than not that it will be required to sell any of them before recovery of the amortized cost basis.

Neither of these criteria were met as of December 31, 2022.

The Company additionally evaluates whether the decline in fair value of the securities below their amortized cost basis is related to credit losses or other factors.

Based on this evaluation, the Company determined that unrealized losses of the above securities were primarily attributable to changes in interest rates and non-credit-related

Accordingly, the Company determined that the unrealized losses were not other-than-temporary and that recording an impairment was therefore unnecessary for its short-term investments as of December 31, 2022.

All of the Company’s available-for-sale

securities have been in an unrealized loss position for less than one year because they were all acquired in 2022.

The Company did no t have any available-for-sale

securities as of December 31, 2021.

The following table sets forth the change in the carrying amount of goodwill for the Company for the year ended December 31, 2022:

January 1, 2021

December 31, 2021

Basic and diluted net loss per ordinary share:

Allocation of net loss - basic and diluted

( 17,899,119 )

Impairment charge

December 31, 2022

On the Company’s annual goodwill impairment testing date of November 1, 2022 management performed an impairment evaluation of goodwill after assessing qualitative factors that indicated a possible impairment of goodwill.

Under the qualitative assessment, management considers relevant events and circumstances including but not limited to macroeconomic conditions, industry and market considerations, overall Company performance and events directly affecting the Company.

It was noted during our assessment that the Company has experienced a sustained decline in stock price, however as of November 1, 2022 the Company determined that goodwill was not impaired.

Subsequently in December 2022, the Company’s stock price continued to decline, resulting in a triggering event to evaluate goodwill for impairment as of December 31, 2022.

As a result, further quantitative analysis was conducted to determine the extent to which, if any, the Company’s carrying value exceeded its fair value as of December 31, 2022.

The quantitative analysis used fair value based on market capitalization adjusted for a control premium based on market comparable transactions.

This quantitative analysis resulted in the Company’s fair value being significantly below its carrying value, resulting in a non-cash

goodwill impairment charge of $ 5.4 million being recorded for the year ended December 31, 2022.

REVENUE RECOGNITION

following tables depict the disaggregation of revenue according to the type of good or service and timing of transfer of goods or services for the year ended December 31, 2022, and the 11 months ended December 31, 2021:

11 Months Ended

Type of Goods or Service

Collaborative research and other professional services

Access to quantum computing systems

Timing of Revenue Recognition

Revenue recognized at a point in time

Revenue recognized over time

Selected consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of December 31, 2022 and December 31, 2021 were as follows:

Trade receivables

Unbilled receivables

Deferred revenue

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

11 Months Ended

Balance at beginning of period

Deferral of revenue

Recognition of deferred revenue

Balance at end of period

Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved.

As of December 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ 9.7 million.

The Company expects to recognize estimated revenues related to performance obligations that are unsatisfied (or partially satisfied) in the amounts of approximately $ 7.9 million during the year ended December 31, 2023, and $ 1.8 million during the years ended December 31, 2024 and December 31, 2025.

Deferred Contract Acquisition and Fulfillment Costs—The Company has not identified any costs that are incremental to the acquisition of customer contracts that would be capitalized as deferred costs on the balance sheet in accordance with ASC 340-40.

Incremental costs incurred to fulfill the Company’s contracts that meet the capitalization criteria in ASC 340-40

have historically been immaterial.

Accordingly, the Company has not capitalized any contract fulfillment costs as of December 31, 2022 and December 31, 2021.

SUPPLEMENTAL FINANCIAL STATEMENTS INFORMATION

Property and Equipment, Net

Property and equipment as of December 31, 2022 and December 31, 2021 are composed of the following:

Quantum computing fridges

Process equipment

Leasehold improvements

Furniture and other assets

Total property and equipment

Accumulated depreciation and amortization

Property and equipment - net

As of December 31, 2022 and December 31, 2021, 98 % of the total gross property and equipment was located in the United States, and 2 % of the total gross property and equipment was located in the United Kingdom.

Total depreciation and amortization expense for the year ended December 31, 2022 and 11 months ended December 31, 2021 was $ 7.0 million and $ 4.7 million, respectively.

Accrued Expenses and Other Current Liabilities

Professional & subscription fees

Property and other taxes

Subcontractor cost

Payroll and other payroll costs

Property and equipment

Accrued interest

Deferred offering costs

The Company leases a building, offices and equipment under various lease agreements with terms extending through 2029.

Under the terms of the building and office leases the Company bears the costs for certain insurance, property taxes and maintenance, and the lease agreements provide for increasing rental payments at fixed intervals.

Components of lease costs, the weighted average remaining lease term and weighted average discount rate were as follows as of and for the year ended December 31, 2022:

Operating lease cost

Short-term lease cost

Sub-lease income

Total lease cost

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

assets obtained in exchange for new and modified operating lease liabilities

Weighted average remaining lease term - operating leases

Weighted average discount rate - operating leases

Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term.

In determining the net present value of its lease payments, the Company used an estimated incremental borrowing rate that is applicable to the Company based on the information available at the later of the lease commencement date, lease modification date or the date of Adoption of Topic 842.

As of December 31, 2022, the maturities of the Company’s operating lease liabilities were as follows:

Total lease payments

Imputed interest

Present value of lease liabilities

Operating lease liabilities, current

Operating lease liabilities, noncurrent

Prior to the adoption of Topic 842 on January 1, 2022, the Company accounted for its leases under Topic 840.

The Company recognized rent expense on a straight-line basis over the lease term, taking into account adjustments for provisions such as free or escalating monthly rental payments or deferred payment terms such as rent holidays that defer the commencement date of required payments.

The Company recorded the difference between cash rent payments and the recognition of rent expense as deferred rent.

Rent expense under the Company’s operating leases was $ 1.5 million for the 11 months ended December 31, 2021.

Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 are as

Year ending December 31,

Total minimum future lease payments

COMMITMENTS AND CONTINGENCIES

The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business.

Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows.

In March 2021, the Company entered into an agreement (the “Loan Agreement”) with Trinity Capital Inc.

(“Trinity”) to secure a debt commitment of $ 12.0 million (the “Tranche A”) which was drawn at the closing.

The term loan is collateralized by a first-priority, senior secured interest in substantially all of the Company’s assets.

In conjunction with the Loan Agreement, the Company issued Trinity a warrant to purchase shares of Common Stock (the “Trinity Warrants”) which is recorded at fair value using the Black-Scholes model, see Note 15 for the fair value assumptions.

The Loan Agreement contains customary representations, warranties and covenants;

however, the debt agreement does not include any financial covenants.

In May 2021, the debt agreement was modified to increase the overall debt commitment by $ 15.0 million (the “Tranche B” or the “Amendment”) and $ 8.0 million of the additional commitment was drawn at the closing and the remaining commitment of $ 7.0 million was available at the Company’s option at any time through March 10, 2022 subject to certain conditions.

The Company drew the $ 7.0 million in November 2021.

In conjunction with the Amendment, the Company cancelled the Initial Warrants and issued 995,099 ( 783,129 shares post conversion upon the closing of the Business Combination) warrant shares to purchase the Common Stock which was an incremental cost allocated between Tranche A and Tranche B, see Note 13 for further information on these warrants.

The Amendment to the debt agreement was considered a modification for accounting purposes.

The Company capitalized $ 2.8 million of debt issuance costs which consist of incremental costs incurred for the lenders and third-party legal firms as well as the fair value of the warrant issued in conjunction with the term loan.

Under the Amendment, the maturity date was modified to be the date equal to 48 months from the first payment date of each specific cash advance.

Subject to an interest only period of 19 months following each specific cash advance date, the term loan incurs interest at a rate of the greater of 11 % or

the US Prime Rate plus 7.50 % per annum , payable monthly .

The Term Loan includes certain negative covenants, primarily consisting of restrictions on the Company’s ability to incur indebtedness, pay dividends, execute fundamental change transactions, and other specified actions.

In January 2022, the debt agreement was modified to increase the overall debt commitment by $ 5.0 million (the “Tranche C” or the “Third Amendment”) which was drawn on January 27, 2022.

Subject to an interest only period of 19 months , Tranche C incurs interest at a rate of the greater of 11 % and the US Prime Rate plus 7.50 % per annum , payable monthly , until the maturity date, February 1, 2026 .

Other modifications per the amendment included an extension of the requirement to raise an additional $ 75 million of equity until April 1, 2022, and a defined exit fee for the additional $ 5.0 million to be at 20 % of the advanced funds under the amendment.

The company met the requirement to raise additional equity of $ 75 million through the business combination mentioned in Note 3.

The Company paid an exit fee of $

1.0 million which is 20 % of the Tranche C amount upon the consummation of the merger.

The exit fee was capitalized as a debt issuance cost and is amortized using the effective interest method over the life of Tranche C.

The exit fee is not applicable to Tranche A and Tranche B.

In conjunction with the amendment, the Company also guaranteed payment of all monetary amounts owed and performance of all covenants, obligations and liabilities.

In addition, the Company is required to pay a final payment fee equal to 2.75 % of the aggregate amount of all term loan advances.

The final payment fee is being accreted and amortized into interest expense using the effective interest rate method over the term of the loan.

The effective interest was between 20.75 %

– 26.83 % for all tranches of the debt as of December 31, 2022.

The fair value of the debt is classified as Level 2.

Given the maturity and variable interest rate on the debt, the book value approximates its fair value.

Long term debt and the unamortized discount balances are as follows:

Outstanding principal amount

accreted liability of final payment fee

unamortized debt discount, long term

current portion of long term debt-principal

Debt—net of current portion

Current portion of long term debt - principal

current portion of unamortized debt discount

Debt—current portion

During the year ended December 31, 2022, the Company recorded interest expense of $

5.3 million, which includes the accretion of the end of term liability of $

0.3 million, the amortization of commitment fee asset of $

0.3 million and the amortization of debt issuance cost of $

0.9 million, respectively.

The unamortized debt discount of $

2.2 million as of December 31, 2022 is offset against the carrying value of the term loan in the consolidated balance sheet.

During the 11 months ended December 31, 2021, the Company recorded interest expense of $

2.5 million, which includes the accretion of the end of term liability of $

0.1 million, the amortization of commitment fee asset of $

0.1 million and the amortization of debt issuance cost of $

The unamortized debt discount of $

2.3 million as of December 31, 2021 is offset against the carrying value of the term loan in the consolidated balance sheet.

Scheduled principal payments on total outstanding debt as of December 31, 2022 are as follows:

Year ending December 31,

Scheduled principal payments on total outstanding debt as of December 31, 2021 are as follows:

Year ending December 31,

REDEEMABLE CONVERTIBLE PREFERRED STOCK

Legacy Rigetti was authorized to issue 73,389,000 shares of Series C preferred stock and 62,537,577 shares of Series C-1

Preferred Stock with a par value of $ 0.000001 per share for each class of preferred Stock.

Legacy Rigetti’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, option or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.

Immediately prior to the effective time of the Business Combination (Note 3), all Legacy Rigetti preferred stock outstanding converted into shares of Common Stock of Legacy Rigetti (the shares in this note do not factor in the exchange ratio).

As discussed in Note 3, on March 2, 2022, the Company consummated a Business Combination which has been accounted for as a reverse recapitalization.

Pursuant to the certificate of incorporation as amended on March 2,

2022, the Company is authorized to issue 1,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock.

The holders of shares of Common Stock are entitled to one vote for each share of Common Stock held.

The Preferred Stock is non-voting.

No shares of Preferred Stock were issued and outstanding as of December 31, 2022.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, and after payment to the holders of shares of Preferred Stock of their liquidation preferences, the holders of the Common Stock are entitled to the entire remaining assets of the Company on a pro rata basis.

As a result of the Business Combination (see Note 3), the Company has retroactively adjusted the warrants and stock-based awards outstanding prior to March 2, 2022 to give effect to the Exchange Ratio used to determine the number of shares of Common Stock into which they were converted.

As of December 31, 2022, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments:

Common Stock Warrants

Stock-Based Awards - RSUs Outstanding

Stock-Based Awards - Options Outstanding

Common Stock Purchase Agreement

Company entered into a Common Stock Purchase Agreement with B.

Riley Principal Capital II, LLC (“B.

Riley”) on August 11, 2022 pursuant to which the Company may issue and sell to B.

Riley the lesser of i) $

75.0 million in aggregate gross purchase price of newly issued shares of the Company’s Common Stock or ii) an amount not to exceed

23,648,889 shares of Common Stock (such number of shares equal to approximately

19.99 % of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of the agreement and inclusive of

171,008 shares of Common Stock issued to B.

Riley on August 11, 2022 as consideration for entering into the Common Stock Purchase Agreement).

In consideration of the parties entering into the foregoing agreement, the parties also entered into a Registration Rights Agreement on August 11, 2022 pursuant to which the Company provides B.

Riley with registration rights with respect to such Common Stock and pursuant to which the Company has filed a registration statement covering the resale of such Common Stock.

Upon the initial satisfaction of the conditions to B.

Riley’s purchase obligation set forth in the Purchase Agreement, on September 14, 2022 (the “Commencement Date”) the Company will have the right, but not the obligation, from time to time at the Company’s sole discretion over the 24-month

period from and after the

Commencement, to

Riley to purchase a specified amount of shares not to exceed the lesser of (i) 1,000,000 shares of Common Stock and (ii) 20 % of the total aggregate number (or volume) of shares of Common Stock traded on The Nasdaq Capital Market (“Nasdaq”) during the applicable period beginning at the official open (or “commencement”) of the regular trading session on the applicable purchase date for such purchase and ending at such time that the total aggregate volume of shares of common stock traded on Nasdaq reaches the Purchase Share Volume Maximum (as defined herein) for such purchase (as applicable) (such period for each purchase, the “Purchase Valuation Period”).

“Purchase Share Volume Maximum” means, with respect to a purchase made pursuant to the Purchase Agreement, the number of shares of Common Stock equal to the quotient obtained by dividing the (i) total number of shares of Common Stock to be purchased by B.

Riley in the relevant purchase (the “Purchase Share Amount”), by (ii) 0.20 (subject to certain adjustments).

The Company did not identify any feature that needs to be bifurcated and recorded as a derivative within the Purchase Agreement.

The Company recorded $ 0.7

million of additional paid-in capital with a corresponding entry to the deferred offering cost asset in the accompanying consolidated balance sheet as of December 31, 2022 with respect to the fair value of the

171,008 common stock commitment shares issued to B.

Riley which will be offset against future proceeds from the sale of the Company’s common stock under the Purchase Agreement.

The Company did not issue or sell any shares to B.

Riley under the Purchase Agreement during the year ended December 31, 2022 other than the

171,008 shares issued as consideration for entering into the Purchase Agreement.

As a result of the Business Combination (see Note 3), the Company has retroactively adjusted the number and corresponding strike price of Rigetti warrants outstanding prior to March 2, 2022, the date of the Business Combination, to give effect to the Exchange Ratio used to determine the number of shares of Common Stock into which they were converted.

Liability Classified Warrants

Public Warrants

Each Public Warrant entitles the holder to the right to purchase one share of Common Stock at an exercise price of $ 11.50 per share.

No fractional shares will be issued upon exercise of the Public Warrants.

The Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in part, at a price of $ 0.01 per Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders, and (ii) the last reported sale price of the Company’s Common Stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading

day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Upon issuance of a redemption notice by the Company, the warrant holders have a period of 30 days to exercise for cash, or on a cashless basis.

As of December 31, 2022, there were 8,625,000 Public Warrants issued and outstanding (Refer to Note 15 for fair value measurement).

Private Warrants

The Private Warrants may not be redeemed by the Company so long as the Private Warrants are held by the initial purchasers, or such purchasers’ permitted transferees.

The Private Warrants have terms and provisions identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period, except if the Private Warrants are held by someone other than the initial purchasers’ permitted transferees, then the Private Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

On August 18, 2022, the Private Placement Warrants were transferred from the initial purchasers to permitted transferees and remain unredeemable by the Company as of December 31, 2022.

The fair value of the Private Warrant was measured using the Black Scholes model approach.

Significant inputs into the respective models at March 2, 2022 (the initial recognition) and December 31, 2022 are as follows:

Valuation Assumptions

Initial Recognition

on March 2, 2022

Volatility (annual)

Risk-free rate

Estimated time to expiration (years)

Dividend yield

Trinity Warrants

The Trinity Warrants were issued in March of 2021 for the purchase of 313,252 shares of Common Stock, and additional warrants to purchase 469,877 shares of Common Stock were issued in connection with the Tranche B Amendment, see Note 10.

Therefore, there were total of 783,129 Common Stock warrants issued in conjunction with the Loan and Security Agreement in 2021.

The Company utilized a Black-Scholes model to determine the grant date fair value of the warrants which was approximately $ 2.7 million and was recorded as a debt issuance cost.

The outstanding Common Stock warrants were subsequently remeasured at each reporting period using the Black-Scholes models with changes recorded as a component of other income in the Company’s consolidated statement of operations.

The liability related

to the Trinity Warrants was $ 6.4 million as of June 2, 2022, at which time all 783,129 warrants outstanding were exercised and the fair value of the warrant liability was reclassified to equity.

The Company recorded a loss for the change in the fair value of the warrant liability in the consolidated statements of operations for the year ended December 31, 2022 and the 11 months ended December 31, 2021, of $ 2.0 million and $ 1.7 million, respectively.

The warrant issued in conjunction with the Loan and Security Agreement was classified as a liability under ASC 480, “Distinguishing Liabilities from Equity”.

See Deferred Financing Cost disclosure at Note 2 Summary of Significant Accounting Policies.

Significant inputs into the Black Scholes model used to value the Trinity Warrant liabilities at June 2, 2022, the exercise date, are as follows:

Valuation Assumptions - Trinity Warrant Liability

Volatility (annual)

Risk-free rate

Estimated time to expiration (years)

Dividend yield

Equity Classified Warrants

Series C Preferred Stock Financing Warrants

In conjunction with a prior Series C Preferred Stock Financing the Company issued a total of

5,248,183 Warrants to purchase Class A Common Stock to the Series C investors.

The Warrants have a $ 0.01 exercise price per share and have a 10 -year

term to expiration.

The Warrants can be exercised for cash or on a cashless basis.

The Company determined that the Warrants met the requirements for equity classification under ASC 480 and ASC

The Company estimated the fair value of the Warrants using the Black-Scholes model and allocated approximately $ 1.2 million in proceeds from the Series C Preferred Stock to the value of the Warrants on a relative fair value basis, which was recorded to additional paid in capital.

Customer Warrants

In February 2020, the Company issued a Warrant to purchase 2,680,607 shares of Class A Common Stock to a customer in conjunction with a revenue arrangement (the “Customer Warrants”).

The Customer Warrants have a $ 1.152 exercise price per share and have a 10 -year

term to expiration.

The Warrants vest upon the achievement of certain performance conditions (i.e., sales milestones) defined in the agreement, and upon a change of control, either 50 % or 100 % of the then unvested Customer Warrants will become fully vested, dependent on the acquiring party in the change of control transaction.

The Warrants can be exercised for cash or on a cashless basis.

The Company followed the guidance in ASC 718 and ASC 606 for the accounting of non-cash

consideration payable to a customer.

The Company determined that the Customer Warrants met the requirements for equity classification under ASC 718 and measured the Customer Warrants based on their grant date fair value, estimated to be $ 0.2 million.

The Company recorded this amount as a deferred asset and additional paid in capital as of the issuance date, as the Company believes it is probable that all performance conditions (i.e., sales milestones) in the Customer Warrants will be met.

The vesting status of the Customer Warrant is as follows at December 31, 2022 and December 31, 2021:

Vested Customer warrants

Unvested Customer warrants

FORWARD WARRANT AGREEMENT

In connection with the execution of the Merger Agreement in October 2021, Rigetti entered into a warrant subscription agreement (“Forward Warrant Agreement”) with a strategic partner, Ampere Computing LLC (“Ampere”) for the purchase of a warrant for an aggregate purchase price (including amounts from exercise) of $

10.0 million.

The Forward Warrant Agreement provides for the issuance of a warrant for the purchase of an aggregate of 1,000,000 shares of Common Stock at an exercise price of $ 0.0001 .

The purchase of the warrant was conditioned upon, among other things, the consummation of the Business Combination and the entry into a collaboration agreement between Rigetti and Ampere.

The parties entered into the collaboration agreement in January 2022.

Ampere was required to pay $ 5.0 million to Rigetti no later than the later of (i) the Closing and (ii) June 30, 2022.

On June 30, 2022, pursuant to the Warrant Subscription Agreement, the Company issued the warrant to Ampere upon receipt of an aggregate of $ 5.0 million (including the exercise price), and upon such payment and issuance, 500,000 shares of the Company’s Common Stock vested under the warrant and were immediately exercised by Ampere pursuant to the terms of the warrant.

Ampere is required to pay an additional $ 5.0 million to Rigetti no later than the closing date of the listing of Ampere’s capital stock, provided that if the listing has not occurred by the second anniversary of the Warrant Subscription Agreement, Ampere is not obligated to make the additional payment.

Upon the payment of such additional amounts, the warrant will vest and be exercisable with respect to the remaining 500,000 shares underlying the warrant.

The Warrant Subscription Agreement further provides that the Company will use commercially reasonable efforts to file a registration statement to register the resale of the remaining shares underlying the warrant.

The Company filed a registration statement registering the resale of the initial 500,000 shares issued under the warrant during the year ended December 31, 2022.

The Company evaluated the Forward Warrant Agreement as a derivative in conjunction with the guidance of ASC 480, “Distinguishing Liabilities from Equity”.

The Company calculated the fair value of the Forward Warrant Agreement by using the Forward Contract Pricing methodology at inception and at December 31, 2022.

The fair value of the Forward Warrant Agreement was estimated based on the following key inputs and

assumptions 1)

Assumed holding period 2) Related risk- free

rate and 3) Likelihood of the outcome of the various contingencies outlined below.

Based on these inputs and assumption, the Company calculated the fair value of the Forward Warrant Agreement to be a $

2.2 million derivative asset and a ($ 0.2 million) derivative liability at December 31, 2022 and December 31, 2021, respectively.

The Company has included the derivative asset as a forward contract asset and the derivative liability separately in other liabilities (current) on the balance sheet line in the accompanying consolidated balance sheets as of December 31, 2022 and December 31, 2021, respectively.

The change in fair value is recorded as part of the general and administrative operating activities in the Company’s consolidated statements of operations.

The following table represents key valuation assumptions as of the year ended

December 31, 2022 and 11 months ended December 31, 2021:

Valuation Assumptions

Holding period (in years)

Risk free rate

0.19 %- 0.43 %

Basic and diluted weighted average ordinary shares

Diluted weighted average ordinary shares outstanding

Basic and diluted net loss per ordinary share

Diluted net loss per ordinary share

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on January 1, 2021 .

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

Note 3 - Initial Public Offering

On March 4, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, which includes 4,500,000 Over-Allotment Units, at $ 10.00 per Unit, generating gross proceeds of $ 345.0 million, and incurring offering costs of approximately $ 19.5 million, of which approximately $ 12.1 million was for deferred underwriting commissions.

Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable warrant (each, a “Public Warrant”).

Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note 6).

Note 4 - Related Party Transactions

Founder Shares

On December 22, 2020, the Sponsor paid $ 25,000 to cover certain expenses of the Company in consideration of 5,750,000 Class B ordinary shares, par value $ 0.0001 (the “Founder Shares”).

Shares and the associated amounts reflect:

(i) the share dividend of Class B ordinary shares on January 14, 2021, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding on January 14, 2021;

and (ii) the share dividend of Class B ordinary shares on March 1, 2021, resulting in 8,625,000 Class B ordinary shares outstanding.

These consolidated financial statements reflect the changes of these share dividends retroactively for all periods presented.

On February 22, 2021, the Sponsor transferred 28,750 Founder Shares to each of the five independent director nominees.

Following the share dividend effected on March 1, 2021, each of the independent director nominees owns 34,500 Class B ordinary shares.

The initial shareholders agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was

not exercised in full by the underwriters, so that the Founder Shares would represent 20 % of the Company’s issued and outstanding shares after the Initial Public Offering.

On March 4, 2021, the underwriter fully exercised its over-allotment option;

thus, these 1,125,000 Founder Shares were no longer subject to forfeiture.

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,450,000 Private Placement Warrants, at a price of $ 2.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $ 8.9 million.

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $ 11.50 per share.

A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Completion Window , the Private Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable except as described below in Note 6 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On December 22, 2020, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).

This Note was non-interest bearing and payable upon the completion of the Initial Public Offering.

The Company borrowed $ 275,000 under the Note.

The Company repaid the Note in full on March 4, 2021.

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $ 2.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

As of December 31, 2021, and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

Note 5 - Commitments and Contingencies

Registration and Shareholder Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants

and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering.

These holders were entitled to certain demand and “piggyback” registration rights.

However, the registration and shareholder rights agreement provided that the Company would not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45 -day option from the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

On March 4, 2021 , the underwriter fully exercised its over-allotment option.

The underwriters were entitled to an underwriting discount of $ 0.20 per unit, or $ 6.9 million in the aggregate, paid upon the closing of the Initial Public Offering.

In addition, $ 0.35 per unit, or approximately $ 12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Contingent Fees

During 2021, the Company has entered into certain consulting arrangements in connection with its search for a prospective initial Business Combination.

A portion of the fees in connection with the services rendered as of December 31, 2021 have been deferred and were contingent upon the closing of a Business Combination and therefore not included as liabilities on the accompanying consolidated balance sheets.

As of December 31, 2021, these fees were approximately $ 0.5 million.

Note 6 – Warrants

As of December 31, 2021, the Company had 8,625,000 and 4,450,000 Public Warrants and Private Placement Warrants outstanding, respectively.

There were no warrants outstanding as of December 31, 2020.

Public Warrants may only be exercised for a whole number of shares.

No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade.

The Public Warrants will become exercisable 30 days after the completion of a Business Combination;

provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).

The Company agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants.

If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis.

However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $ 11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

In addition, if (x) the Company

issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 ” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, except as described below, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees.

If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $ 0.01 per warrant;

upon a minimum of 30 -days’ prior written notice of redemption;

if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period.

If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at a price of $ 0.10 per warrant;

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 and receive that number of shares determined by

reference to an agreed table based on the redemption date and the fair market value of Class A ordinary shares;

if, and only if, the closing price of Class A ordinary shares equals or exceeds $ 10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders;

if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per Public Share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants.

In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

In no event will the Company be required to net cash settle any warrant.

If the Company is unable to complete a Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

Note 7 - Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.

The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $ 0.0001 per share.

Holder of the Company’s Class A ordinary shares are entitled to one vote for each share.

As of December 31, 2021, there were 34,500,000 shares of Class A ordinary shares outstanding, all of which were subject to redemption.

There were no Class A shares outstanding as of December 31, 2020.

As of December 31, 2021, Class A ordinary shares reflected on the consolidated balance sheet is reconciled on the following table:

Gross proceeds

Amount allocated to Public Warrants

Class A ordinary shares issuance costs

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption

Note 8 - Shareholders’ Equity (Deficit)

Preference Shares - The Company is authorized to issue 5,000,000 preference shares, with a par value of $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of December 31, 2021, and December 31, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares - The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

As of December 31, 2021, there were 34,500,000 Class A ordinary shares issued and outstanding , all subject to possible redemption and classified as temporary equity in the accompanying consolidated balance sheets (see Note 7).

There were no Class A ordinary shares issued or outstanding as of December 31, 2020.

Class B Ordinary Shares - The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

As of March 4, 2021, there were 8,625,000 Class B ordinary shares outstanding, which amount reflects:

(i) the share dividend of Class B ordinary shares on January 14, 2021, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding on January 14, 2021;

and (ii) the share dividend of Class B ordinary shares on March 1, 2021, resulting in 8,625,000 Class B ordinary shares outstanding.

These consolidated financial statements reflect the changes of these splits retroactively for all periods presented.

As of December 31, 2021 and 2020, there were 8,625,000 Class B ordinary shares issued and outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders.

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis.

Note 9 — Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

Inputs (Level 2)

Inputs (Level 3)

Investments held in Trust Account - money market fund

Derivative warrant liabilities - Public warrants

Derivative warrant liabilities - Private placement warrants

As of December 31, 2020, there were no assets or liabilities that are measured at fair value on a recurring basis.

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

The estimated fair value of Public Warrants transferred from a Level 3 measurement to a Level 1 measurement as the Public Warrants were separately listed in trading beginning in April 2021.

There were no other transfers to/from Levels 1, 2, and 3 in the year ended December 31, 2021.

Level 1 assets include investments in money market funds invested in government securities.

The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model.

Subsequent to the separate listing and

trading of the Public Warrants the fair value of the Public Warrants has been measured based on the observable listed prices for such warrants, a Level 1 measurement, and the fair value of the Private Warrants are measured using a Black-Scholes Option Pricing Model.

For the year ended December 3 1 , 2021, the Company recognized a non-cash loss resulting from a n increase in the fair value of liabilities of approximately $ 17.8 million presented as change in fair value of derivative warrant liabilities on the accompanying consolidated statement s of operations.

The estimated fair value of the Private Placement Warrants and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs.

Inherent in a Monte Carlo simulation and the Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.

Probability of occurring the contingency

Underlying value per share

FAIR VALUE MEASUREMENTS

The fair value measurements of financial assets and liabilities that are

measured at fair value at December 31, 2022 and December 31, 2021 are as follows:

December 31, 2022

Cash equivalents:

Money Market Funds

Short-term investments:

United States Treasury Securities

Corporate Bonds

Commercial Paper

Forward warrant agreement

Derivative warrant liability - Public Warrants

Derivative warrant liability - Private Warrants

Total Liabilities

December 31, 2021

Derivative warrant liability - Trinity Warrants

Forward warrant agreement

Total Liabilities

As of December 31, 2022, the Company has recorded the following financial

instruments subject to fair value measurements:

1) Derivative warrant liabilities—Public Warrants liability and Private Warrants, 2) Forward Warrant Agreement, and 3) Earnout liability.

The Company also has long-term debt and a line of credit that provides for variable interest, and therefore, the carrying value approximates the fair value.

The carrying values as of December 31, 2022 and December 31, 2021, represent the original principal amounts borrowed less principal payments and debt issuance costs.

The fair value of the Public Warrants has been measured based on the observable listed prices for such warrants, a Level 1 measurement.

The Company’s money market funds and U.S.

Treasury securities are classified within Level I due to the highly liquid nature of these assets with quoted prices in active markets.

The investments in available-for-sale

securities (i.e., commercial paper and corporate debt securities) and corporate debt issued by the Company are classified within Level II.

The fair value of the Company’s Level II financial assets and liabilities is determined by using inputs based quoted market prices for similar instruments.

All other financial instruments are classified as Level 3 liabilities as they all include unobservable inputs.

The Private Warrants were initially measured at fair value using a Black Scholes model.

The Company estimated the fair value of the Forward Warrant Agreement using a forward analysis with unobservable inputs which included selected risk-free rate and probability outcomes.

The Company has further discussed the key aspects of the fair value measurements described above in Notes 13 and 14 to the financial statements.

The aggregate fair value of the Sponsor Vesting Shares on the Closing date was estimated using a Monte Carlo simulation model.

The Company has further discussed the key aspect of the valuation inputs in Note 2 significant accounting policy for Sponsor Earn-Out

As of December 31, 2021, the Company recorded a derivative warrant liability for the Trinity Warrants at fair value using a Black-Scholes option model with unobservable inputs including volatility.

The Company estimates the volatility of its ordinary share warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

The dividend rate is based on the historical rate, which the Company anticipates remaining at zero .

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates for the warrants:

Exercise price

Risk-free rate

The change in the fair value of the derivative liabilities utilizing Level 3 measurements for the year ended December 31 , 2021, is summarized as follows:

Derivative liabilities as of January 1, 2021

Issuance of Public Warrants - Level 3

Issuance of Private Warrants - Level 3

Change in fair value of derivative liabilities - Level 3

Transfer of Public Warrants to Level 1 Measurement

Derivative liabilities as of December 31, 2021 - Level 3

Note 10 - Subsequent Events

Management has evaluated subsequent events and transactions that occurred through the date the consolidated financial statements were issued.

Other than disclosed above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

EXHIBIT INDEX

Underwriting Agreement.

Amended and Restated Memorandum and Articles of Association.

Specimen Unit Certificate.

Specimen Class A Ordinary Share Certificate.

Specimen Warrant Certificate.

Warrant Agreement, dated March 1, 2021, between the Company and American Stock Transfer & Trust Company, as warrant agent.

Description of registered securities.

Promissory Note issued to Supernova Partners II LLC.

Letter Agreement, dated March 1, 2021, among the Registrant, Supernova Partners II LLC and each of the officers and directors of the Registrant.

Investment Management Trust Agreement, dated March 1, 2021, between the Company and American Stock Transfer & Trust Company, as trustee.

Registration Rights Agreement, dated March 1, 2021, among the Company, Supernova Partners II LLC and the Holders signatory thereto.

Private Placement Warrants Purchase Agreement between the Company and the Sponsor.

Form of PIPE Subscription Agreement.

Rigetti Holders Support Agreement, dated as of October 6, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Rigetti Holdings, Inc.

and certain other parties thereto.

Securities Subscription Agreement, dated December 22, 2020, between the Company and Supernova Partners II LLC.

Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documents*

Inline XBRL Taxonomy Extension Schema*

Inline XBRL Taxonomy Calculation Linkbase*

Inline XBRL Taxonomy Label Linkbase*

Inline XBRL Taxonomy Extension Presentation*

Inline XBRL Definition Linkbase Document*

The cover page for the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, has been formatted in Inline XBRL and contained in Exhibit 101.*

Filed herewith

Furnished herewith

Incorporated by reference to the Company’s Form 8-K, filed with the SEC on March 4, 2021.

Incorporated by reference to the Company’s Form S-1, initially filed with the SEC on February 22, 2021.

Incorporated by reference to the Company’s Form 8-K, filed with the SEC on October 6, 2021.

Incorporated by reference to the Company’s Form 8-K, filed with the SEC on December 23, 2021.

Incorporated by reference to the Company’s Form 8-K, filed with the SEC on January 10, 2022.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 23, 2022

Supernova Partners Acquisition Company II, Ltd.

/s/ Robert D.

Chief Executive Officer and Director

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Spencer M.

February 23, 2022

/s/ Alexander M.

February 23, 2022

/s/ Robert D.

Chief Executive Officer and Director

February 23, 2022

/s/ Michael S.

Chief Financial Officer and Director (Principal Financial and Accounting Officer)

February 23, 2022

/s/ Katie Curnutte

Katie Curnutte

February 23, 2022

/s/ Damien Hooper-Campbell

Damien Hooper-Campbell

February 23, 2022

/s/ Jim Lazone

February 23, 2022

/s/ Gregg Renfrew

Gregg Renfrew

February 23, 2022

/s/ Rajeev Singh

February 23, 2022

On June 2, 2022, all outstanding Trinity Warrants were exercised into shares of the Company’s Common Stock

There have been no changes in fair value measurement techniques (other than the change in valuation assumptions described in Note 1) during the year ended December 31, 2022.

There were no transfers between Level 1 or Level 2, or transfers in or out of Level 3 of the fair value hierarchy during the year end December 31, 2022.

The fair value estimates are based on pertinent information available to management as of December 31, 2022 and December 31, 2021.

Although management is not aware of any factors, other than those noted above, that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for the purpose of these financial statements.

Current estimates of fair value may differ from the amounts presented.

A summary of the changes in the fair value of the Company’s Level 3 financial instruments as of December 31, 2022 and December 31, 2021 are as follows:

warrant liability -

Trinity Warrants

warrant liability -

Private Warrants

Balance - January 31, 2021

Change in fair values

Balance - December 31, 2021

Initial measurement on March 2, 2022 upon Business Combination (Note 3)

Change in fair values

Exercise of warrants

Balance - December 31, 2022

2013 Equity Incentive Plan

In 2013, the Company adopted the 2013 Plan which provides for the grant of qualified incentive stock options (“ISO”) and nonqualified stock options (“NSO”), restricted stock, restricted stock units (“RSU”) or other awards to the Company’s employees, officers, directors, advisors, and outside consultants.

After the Closing Date and consummation of the Business Combination effective March 2, 2022, no additional awards were issued under the 2013 Plan.

Awards outstanding under the 2013 Plan will continue to be governed by such plan;

however, the Company will not grant any further awards under the 2013 Plan.

2022 Equity Incentive Plan

In connection with the Business Combination (Note 3), the shareholders approved the Rigetti Computing, Inc.

2022 Equity Incentive Plan (the “2022 Plan”) in February, 2022, which became effective immediately upon the Closing Date.

The 2022 Plan provides for the grant of ISOs, NSOs, stock appreciation rights, restricted stock awards (“RSA”), restricted stock unit awards, performance awards and other forms of awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates.

The aggregate number of shares of common stock reserved for issuance under the 2022 Plan is 18,332,215 shares as of December 31, 2022.

As of December 31, 2022, 4,748,116 shares were available for future issuance under the 2022 Plan.

The number of shares reserved for issuance under the 2022 Plan will automatically increase on January 1st of each year for a period of nine years commencing on January 1, 2023 and ending on (and including) January 1, 2032, in an amount equal to 5 % of the common stock of all classes outstanding on December 31 of the preceding year;

provided, however, that the board of directors of the Company may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock.

Stock Options

A summary of activity related to stock option is summarized as below:

Number of Options

Life (in years)

Outstanding - December 31, 2021

Forfeited and expired

Outstanding - December 31, 2022

Exercisable - December 31, 2022

On December 12, 2022 the Company granted to the CEO an equity award (“CEO award”) under its 2022 Plan that consisted of options to purchase a total of 1,750,000 shares of its common stock with an exercise price of $ 0.96 per share.

Of the total stock options granted to the CEO, 1,250,000 have time-based vesting over 3 years and the remaining 500,000 have market-based vesting conditions.

Compensation expense for the CEO award for the year ending December 31, 2022 was insignificant.

The weighted-average grant date fair value of options granted during the twelve months ended December 31, 2022 and 11 months ended December 31, 2021 was $ 0.81 and $ 3.43 respectively.

The total intrinsic value of options exercised during the twelve months ended December 31, 2022 and 11 months ended December 31, 2021 is $ 9.9 million and $ 5.7 million, respectively.

As of December 31, 2022, there was $ 2.4 million of unrecognized compensation cost related to non-vested

stock options granted under the 2013 and 2022 Plan, which is expected to be recognized over a weighted-average period o

f approximately 1.96 years.

Restricted Stock Units

A summary of activity related to RSUs is summarized as below:

Value Per Share

shares at December 31, 2021

shares at December 31, 2022

On March 2, 2022, the performance condition of all outstanding RSUs was met due to the closing of the Business Combination.

As a result, the Company recorded a cumulative catch-up

compensation expense for the vesting period that was satisfied as of March 2, 2022 and continues amortizing compensation expenses for unvested RSUs over their remaining vesting period.

Total fair value of the RSUs vested during the twelve months ending December 31, 2022 and 11 months ended December 31, 2021 was $ 35.0 million and $ 0 respectively.

Stock-based compensation expense related to RSUs granted to employees was $

million and $

for the twelve months ended December 31, 2022 and 11 months ended December 31, 2021, respectively.

December 31, 2022, the unrecognized compensation expense related to unvested RSUs was approximately $

million which is expected to be recognized over a weighted-average period of approximately

Restricted Stock Awards

During the twelve months ended December 31, 2022, 120,000 restricted stock awards (“RSAs”) were issued and vested immediately on the grant date as part of transaction bonuses in recognition of efforts in connection with the Business Combination.

The total compensation expense related to RSAs was $ 0.6 million for the twelve months ended December 31, 2022.

The table below summarizes the total stock-based compensation expenses for the year ended December 31, 2022 and 11 months ended December 31, 2021:

11 Months Ended

Research and development

Selling and marketing expenses

General and administrative expenses

Total stock-based compensation expenses

Fair Value of Common Stock and Options

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses the assumptions noted in the table below.

Expected volatility for the Company’s Common Stock was determined based on an average of the historical volatility of a peer group of similar public companies.

The expected term of options granted was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option.

The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term.

The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future.

The risk-free rate is based upon the U.S.

Treasury yield curve in effect at the time of grant for the period equivalent to the expected life of the option.

In determining the exercise prices for options granted, the Company’s board of directors has considered the fair value of the Common Stock as of the grant date.

Before the Company’s common stock was publicly traded, the fair value of the Common Stock has been determined by the board of directors at each award grant date based upon a variety of factors, including the results obtained from an independent third-party valuation, the Company’s financial position and historical financial performance, the status of technological developments within the Company’s products, the composition and ability of the current engineering and management team, an evaluation or benchmark of the Company’s competition, the current business climate in the marketplace, the illiquid nature of the Common Stock, arm’s-length

sales of the Company’s capital stock (including redeemable convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event, among others.

Stock options issued in 2022, including the options that are based on market conditions, did not have significant

impact on the stock-based compensation expense during the year ended December 31, 2022.

The range of assumptions used in the Black-Scholes option-pricing model for time based options issued to employees and in Monte Carlo simulation model for market based options during the 12 months ended December 31, 2022 and 11 months ended December 31, 2021 are as follows:

12 Months ended December 31, 2022

Time based vesting

Market based vesting

Expected volatility

Weighted-average risk-free interest rate

Expected dividend yield

Expected term (in years)

Exercise price/Stock price

NET LOSS PER SHARE

As a result of the Business Combination (see Note 3), the Company has retroactively adjusted the weighted average shares outstanding prior to March 2, 2022 to give effect to the Exchange Ratio used to determine the number of shares of Common Stock into which they were converted.

The following table sets forth the computation of basic and diluted net loss per share of Common Stock for the year ended December 31, 2022 and 11 months ended December 31, 2021:

Basic and diluted shares

Weighted-average Class A Common Stock outstanding

Loss per share for Class A Common Stock

are 3,059,273 shares of contingently issuable

Common Stock pursuant to the earn-out

arrangement that were not included in the computation of basic net loss per share since the contingencies for the issuance of these shares have not been met as of December 31, 2022.

The weighted-average common shares outstanding for the twelve months ended December 31, 2022 and December 31, 2021 include 2,541,856 and 5,116,058 weighted-average shares of warrants with an exercise price of $ 0.01 , respectively.

The Company’s potential dilutive securities, which include stock options, restricted stock units, convertible preferred stock and warrants have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive.

Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same.

The Company excluded the following potential common shares from the computation of diluted net loss per share as of December 31, 2022 and December 31, 2021:

Convertible Series C-1

Preferred Stock

Convertible Series C Preferred Stock

Common Stock Warrants

Stock Options

Restricted Stock Units

The number of outstanding shares as of December 31, 2021 have been retrospectively adjusted to reflect the Exchange Ratio.

The number of outstanding warrants as of December 31, 2022 and December 31, 2021 does not include 1,340,310 and 1,608,359 shares, respectively, of Unvested Customer Warrants.

The following table presents domestic and foreign components of loss before income taxes for the year ended December 31, 2022 and 11 months ended December 31, 2021:

11 Months ended

The Company did not pay any income taxes for the year ended December 31, 2022 and 11 months ended December 31, 2021.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2022 and December 31, 2021, are as follows:

Net operating loss carryforwards

Accruals and reserves

Stock-based compensation

Research and development credits

Intangible assets

Gross deferred assets

Depreciation and amortization

Total deferred tax liabilities

Total net deferred tax assets

Valuation allowance

Net deferred tax assets

The effective

tax rate differs from the statutory rate, primarily due to

the Company’s history of incurring losses which have not been benefited and other permanent differences.

December 31, 2022

11 Months Ended

December 31, 2021

Total pre-tax book income

State and local income taxes

Fair market value adjustments

Non-deductible executive compensation

Goodwill impairment

Transaction c

Change in valuation allowance

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain.

Accordingly, the net U.S.

federal and state deferred tax assets have been fully offset by a valuation allowance.

The net change in the total valuation allowance was an increase of approximately $ 30.3

million and $ 8.0

million for the year ended December 31, 2022 and 11 months ended December 31, 2021, respectively.

As of December 31, 2022, the Company had net operating loss carryforwards for federal income tax purposes of $ 230.9 million, of which $ 189.4

million does not expire;

federal research and development tax credits of $ 2.3 million, which will start to expire in 2035

net operating loss carryforwards for state income tax purposes of $ 168.1

million, which will start to expire in 2033;

and state research and development tax credits of $ 2.3 million, which do not expire.

Utilization of the net operating losses and credits may be subject to substantial annual limitation due to federal and state ownership change limitations provided by the Internal Revenue Code and similar state provisions.

Such annual limitations could result in the expiration of the net operating losses and credits before their utilization.

The Company has not performed a Section 382 analysis to determine if an ownership change occurred and whether the use of net operating loss carryforwards and credits carryforwards will be limited to offset future taxable income.

For financial statement purposes, the Company has included the federal and state net operating losses and credits in the deferred tax assets with a full valuation allowance.

The Company files U.S., various state income tax returns as well as foreign income tax returns within Australia, Canada and the United Kingdom with varying statutes of limitations.

The tax years from inception in 2013 forward remain open to examination due to the carryover of unused net operating losses and tax credits.

The Company had unrecognized tax benefits of $ 4.7 million as of December 31, 2022 all of which is offset by a full valuation allowance.

These unrecognized tax benefits, if recognized, would no t affect the effective tax rate.

There were no interest or penalties accrued as of December 31, 2022.

A reconciliation of the beginning and ending amounts of unrecognized income tax benefits during the year is as follows:

Beginning balance at January 1, 2022

Current year increase (decrease)

Prior year adjustment - increase (decrease)

Ending balance at December 31, 2022

The following table presents a summary of revenue by geography for the year ended December 31, 2022, and 11 months ended 2021:

December 31, 2022

11 Months Ended

December 31, 2021

United States

Revenues from external customers are attributed to individual countries based on the physical location in which the services are provided or the particular customer location with whom the Company has contracted.

SUBSEQUENT EVENTS

In February 2023, the Company announced an updated business strategy, including revisions to the Company’s technology roadmap.

In connection with this updated strategy, the Company has implemented a workforce reduction in order to focus the organization and its resources on nearer-term strategic priorities.

The reduction

in workforce impacted approximately

50 employees or approximately

28 % of the Company’s workforce.

The Company began implementing activities with respect to the revised business plan, updated technology roadmap and reduction in workforce in February 2023.

Affected employees were offered separation benefits, including severance payments and temporary healthcare coverage assistance.

The Company currently expects to incur restructuring charges of approximately $

1.4 million for severance payments and temporary healthcare coverage to employees with respect to eliminated positions.

Such restructuring charges are expected to be incurred and recorded in the first quarter of 2023.

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.

What changed 10-K

Item 9A. Controls and Procedures