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Item 1. Business

2025-03-07 compared with 2024-03-14 · 135 added, 90 removed, 424 unchanged (35% of the section changed)

OUR MISSION IS TO BUILD THE WORLD’S MOST POWERFUL COMPUTERS TO HELP SOLVE HUMANITY’S MOST IMPORTANT AND PRESSING PROBLEMS.

Our mission is to build the world’s most powerful computers to help solve some of humanity’s most important and pressing problems.

Our strategy is to be at the forefront of superconducting quantum computing.

Classical computers are plateauing, Moore’s law has slowed, returns for parallelization are diminishing and energy requirements can’t keep up.

Today, many of the world’s most important computational challenges remain intractable, lying beyond the capabilities of traditional supercomputers and cloud infrastructure.

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We believe quantum computing represents one of the most transformative emerging capabilities in the world today.

By leveraging quantum mechanics, our quantum computers process information in fundamentally new, more powerful ways compared to classical computing.

By leveraging quantum mechanics, our quantum computers process information in fundamentally new, more powerful ways compared to classical computing with meaningful power efficiency.

When scaled, we believe these systems are poised to solve problems of staggering computational complexity at unprecedented speed.

The availability of scalable quantum computers is expected to enable scientists and engineers to address problems in areas like climate change, fusion energy, quantitative finance, drug development and discovery, materials science, and artificial intelligence.

A May 2023 Boston Consulting Group report predicts that fully fault tolerant quantum computers could ultimately produce between $450 billion and $850 billion in annual value creation on an operating income basis for end users after 2035.

In August 2023, International Data Corporation ( IDC ) published a forecast for the worldwide quantum computing market, projecting customer spend for quantum computing to grow from $1.1 billion in 2022 to $7.6 billion in 2027, representing a five-year compound annual growth rate (CAGR) of 48.1%.

The forecast includes base quantum computing as a service as well as enabling and adjacent quantum computing as a service.

To unlock this opportunity, we have developed the world’s first multi-chip quantum processor for scalable quantum computing systems.

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We are a vertically integrated company.

We own and operate Fab-1, a unique wafer fabrication facility dedicated to prototyping and producing our quantum processors.

We own and operate Fab-1, a wafer fabrication facility dedicated to prototyping and producing our quantum processors.

Through Fab-1, we own the means of production of our breakthrough multi-chip quantum processor technology.

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We began selling quantum computers to end users in 2023.

In the third quarter of 2023, we expanded our quantum processing unit (QPU) customer base with the delivery of a 9-qubit QPU to another premier national laboratory.

This follows our first QPU sale in the second quarter of 2023 to Fermilab in which we delivered a 9-qubit QPU as part of our partnership with the Superconducting Quantum Materials and Systems Center (SQMS).

We also launched the Novera™ QPU in December 2023, our first commercially available QPU, which includes a 9-qubit chip that features tunable couplers for fast 2-qubit operations and a 5-qubit chip for testing single-qubit operations.

In December 2023, we launched the Novera™ QPU, our first commercially available QPU, which includes a 9-qubit chip that features tunable couplers for fast 2-qubit operations and a 5-qubit chip for testing single-qubit operations.

The Novera QPU is based on our fourth generation Ankaa™-class architecture.

In the fourth quarter of 2023, we made our 84-qubit Ankaa-2 quantum system available publicly via our Quantum Cloud Services (QCS) platform.

The Ankaa-2 system is our highest qubit count QPU available to the public and is based on our fourth-generation chip architecture that features tunable couplers and a square lattice, enabling high fidelity 2-qubit operations compared to our previous systems.

The Ankaa-2 system has achieved a 98% median 2-qubit fidelity based on our testing, representing a 2.5x improvement in error performance compared to our previous QPUs, and a 2-qubit gate time of 68 nanoseconds — the shortest gate time demonstrated by a Rigetti QPU.

We have developed strong customer relationships and collaborative partnerships to accelerate the development of key technologies for high-value use cases to potentially unlock strategic market opportunities.

Our partners and customers include commercial enterprises such as Amazon Web Services (“AWS”), Nasdaq, Standard Chartered Bank and HSBC, along with U.S.

In the fourth quarter of 2024, we announced the public launch of our 84-qubit Ankaa-3 system, our newest flagship quantum computer featuring an extensive hardware redesign.

We also achieved key two-qubit gate fidelity milestones with Ankaa-3:

successfully halving error rates in 2024 to achieve a 99.0% median two-qubit iSWAP gate fidelity, as well as demonstrating a 99.5% median two-qubit fidelity with fSim gates based on our internal testing.

For information on iSWAP gate fidelity and fSIM gates, see “—Our Technology—Our Superconducting Quantum Processors—Fidelity”

Ankaa-3 is available to our partners via the Rigetti Quantum Cloud Services platform (QCS ® ) and is expected to be available on Amazon Braket and Microsoft Azure in the first quarter of 2025.

Ankaa-3 is intended to enable users to operate our universal iSWAP gates for a wide range of algorithmic research, with a median gate time of 72 nanoseconds.

The more specialized fSim gates provide a median gate time of 56 nanoseconds and are useful for specific algorithms such as random circuit sampling.

For more information, see “—Our Technology—Our Superconducting Quantum Processors—Fidelity

The Ankaa-3 system features scalable chip architecture with 3D signal delivery while incorporating major enhancements to key technologies.

Leveraging our full-stack platform and in-house quantum foundry capabilities, we believe that Ankaa-3 demonstrates our ability to deliver increasingly higher performance quantum computers.

We have developed strong customer relationships and collaborative partnerships for the purpose of accelerating the development of key technologies for high-value use cases to potentially unlock strategic market opportunities.

Our partners and customers include commercial enterprises such as Amazon Web Services (“AWS”) Standard Chartered Bank and Moody’s, along with U.S.

government organizations such as Defense Advanced Research Projects Agency (“DARPA”), Department of Energy (“DOE"), and Air Force Research Laboratory (“AFRL”) and international government entities.

Recently, in February 2024, Rigetti UK Limited, a wholly owned subsidiary of our Company, announced that it was awarded a Small Business Research Initiative grant funded by Innovate UK to develop and deliver a 24-qubit quantum computer to the National Quantum Computing Centre.

In February 2024, Rigetti UK Limited, a wholly owned subsidiary of our Company, announced that it was awarded a Small Business Research Initiative grant funded by Innovate UK to develop and deliver a 24-qubit quantum computer to the National Quantum Computing Centre.

The Company is enabled by a deep technical team that includes global experts in quantum chip design and manufacturing, quantum computing systems architecture, quantum software, and quantum algorithms and applications.

Powered by the production of our scalable multi-chip quantum processors in Fab-1 and our full-stack product development approach, we are working to develop quantum computing systems that demonstrate clear performance advantages over classical computing alternatives for multiple high-impact application areas.

Quanta Collaboration Agreement

In February 2025, our wholly-owned subsidiary, Rigetti & Co, LLC (“Rigetti Sub”), entered into a Collaboration Agreement (the “Collaboration Agreement”) with Quanta Computer Inc., a Taiwan corporation (“Quanta”), whereby the parties may enter into written statements of work from time to time pursuant to which Quanta will develop Covered Components listed in such statement of work that meet the specifications and requirements provided by Rigetti Sub.

“Covered Components” may include control systems, dilution refrigerators, flexible cables, and select other non-quantum processing unit (“QPU”) components suitable for Rigetti Sub’s quantum computing products.

No statements of work were entered into by the parties in connection with the entry into the Collaboration Agreement.

In addition, the parties have each agreed to invest at least $250 million over the next five years in the field of quantum computing (and Quanta’s investment will be towards personnel and capital expenditures for developing products and services and manufacturing capability in furtherance of the Rigetti Sub product roadmap).

Further, in connection with the Collaboration Agreement, on February 27, 2025, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Quanta, pursuant to which we agreed to sell and issue to Quanta in a private placement transaction 3,020,412 shares of our Common Stock at a price per share of $11.58782, for an aggregate value of approximately $35.0 million.

The closing of the private placement transaction is subject to regulatory clearance.

Potential Market Opportunity

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Many of these types of problems are approached through the use of High Performance Computing (“HPC”), which relies primarily on large classical computers located either in the cloud or on-premises.

Company management estimates the global market for HPC to be approximately $55 billion by 2028.

We believe our quantum computers will be able to solve many computational problems with greater speed and at a lower cost than today’s high performance computers, thereby unlocking considerable value for the users of current HPC systems.

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Currently, our quantum computers are of sufficient scale and capability to be useful in applied research for quantum algorithm development, the exploration of potential applications of quantum computing, and for understanding the skill gaps an organization must resolve in order to be prepared to take advantage of quantum computing capabilities.

We consider the eQA phase to have begun four years ago, and during this time we have worked with business and government researchers, commercial software developers and academic institutions who access our quantum computers via cloud-based services.

We consider the eQA phase to have begun five years ago, and during this time we have worked with business and government researchers, commercial software developers and academic institutions who access our quantum computers via cloud-based services.

We have also sold our QPUs to U.S.

national labs who wish to have their own quantum computer on-site and have launched Novera, our first commercially available QPU, which features a 9-qubit chip, tunable couplers for fast 2-qubit operations and a 5-qubit chip for testing single-qubit operations.

We anticipate that this phase will come to a close when there are repeated demonstrations solving practical problems, of substantial commercial or customer value, with a level of performance that is competitive with the best available classical computing performance.

national labs and others who wish to have their own quantum computer on-site and have launched Novera, our first commercially available QPU, which features a 9-qubit chip, tunable couplers for fast 2-qubit operations and a 5-qubit chip for testing single-qubit operations.

We anticipate that this phase will end when there are repeated demonstrations solving practical problems, of substantial commercial or customer value, with a level of performance that is competitive with the best available classical computing performance.

Narrow Quantum Advantage (“nQA”) Phase

If and when our quantum computing processing capabilities have scaled to the point where they can be used to solve practical, operationally relevant problems with improved accuracy, speed or cost over classical computers, we believe we will have reached the phase of nQA.

In the nQA phase, we expect that large enterprises and government organizations would increase their investment in quantum computing as the superior computational capabilities of the technology will have progressed from projected to verifiably advantaged for certain applications.

In the nQA phase, we expect that large enterprises and government organizations will increase their investment in quantum computing as the superior computational capabilities of the technology will have progressed from projected to verifiably advantaged for certain applications.

In addition to quantum-based research and development, quantum machine learning (“QML”) is likely to emerge as a strong avenue for growth as it can be leveraged in a wide range of business and scientific applications.

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We believe our scalable multi-chip architecture paves the way to scale up to these large systems.

We anticipate the beginning of the large-scale fault tolerant phase to be likely at least a decade away.

We anticipate the beginning of the large-scale fault tolerant phase to be roughly a decade away.

As quantum computing further matures through this phase, systems will likely continue to grow in scale and performance, culminating in full-scale fault tolerance that operates using potentially thousands of effectively perfect logical qubits.

This ultimate goal of full-scale fault tolerance represents the largest commercial opportunity.

Boston Consulting Group estimates that quantum computing could create value of $450 billion to $850 billion annually by 2035.

Value of $5 billion to $10 billion could start accruing to users and providers as soon as the next few years.

Business Strategy

Our approach to developing and sustaining what we believe is strong competitive advantage relies on a four-pronged strategy:

Our approach to developing and sustaining what we believe is a strong competitive advantage relies on a four-pronged strategy:

● Create high performance quantum computing systems through full-stack product development.

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● Provide broad access to our quantum computers.

We sold our first QPU in 2023 and recently launched Novera™ our first commercially available QPU, which features a 9-qubit chip with tunable couplers for fast 2-qubit operations and a 5-qubit chip for testing single-qubit operations.

We have been providing cloud access to our quantum computers since 2017 and have since expanded the availability of our machines through distribution agreements with other solution providers including Amazon Bracket and Oak Ridge National Laboratory (“ORNL”), among others.

We sold our first QPU in 2023 and in December 2023 launched Novera ™, our first commercially available QPU, which features a 9-qubit chip with tunable couplers for fast 2-qubit operations and a 5-qubit chip for testing single-qubit operations.

Cloud services efficiently simplify access to our quantum computers and allow for pricing that enables a broad range of scientific, commercial and academic developers to readily participate in the development of quantum computing algorithms, applications and software development tools.

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We have invested heavily in a world-class and multidisciplinary team of scientists, hardware and software engineers, system designers and algorithm and application developers to rapidly innovate, invent, engineer and commercialize our quantum computing technologies.

We have also developed numerous proprietary technologies required to create quantum computing chips, quantum computer systems, software and cloud-based services and we rigorously protect our unique intellectual property through a portfolio of 84 patents issued and 106 patents pending.

We intend to continue deeply investing in finding and fostering the talent required to remain at the forefront of quantum computing innovation, while protecting our growing base of intellectual property.

In 2023, we updated our business strategy and revised our technology roadmap to focus on nearer-term priorities and our efforts to achieve narrow quantum advantage.

Key achievements in 2024 include the launch of the 84 qubit Ankaa™-3 system to customers via Rigetti Quantum Cloud Services (QCS).

The Ankaa-2 system achieved 98% median 2-qubit fidelity, which represents a 2.5x performance improvement compared to our previous QPUs.

We continue to plan to:

● Continue working to improve the performance of our QPUs with the goal of reaching at least 99% 2-qubit gate fidelity on an anticipated Ankaa-3 84 qubit system by the end of 2024.

● If the above target is achieved, we plan to shift focus to scaling to develop Lyra, an anticipated 336-qubit system.

● Pursue sales of Novera™ , our first commercially available QPU, which features a 9-qubit chip, tunable couplers for fast 2-qubit operations and a 5-qubit chip for testing single-qubit operations.

Ankaa-3 is our newest flagship quantum computer featuring an extensive hardware redesign that is intended to enable superior performance.

We also achieved key two-qubit gate fidelity milestones with Ankaa-3:

successfully halving error rates in 2024 from our error rates in 2023 to achieve a 99.0% median two-qubit iSWAP gate fidelity, as well as demonstrating a 99.5% median two-qubit fidelity with fSim gates based on our internal testing.

For information on iSWAP gate fidelity and fSIM gates, see “—Our Technology—Our Superconducting Quantum Processors—Fidelity”.

Ankaa-3 is available to our partners via the Rigetti Quantum Cloud Services platform (QCS ® ) and is expected to be available on Amazon Braket and Microsoft Azure in the first quarter of 2025.

Ankaa-3 is intended to enable users to operate iSWAP gates for a wide range of algorithmic research, with a median gate time of 72 nanoseconds.

The more specialized fSim gates provide a median gate time of 56 nanoseconds and are useful for specific algorithms such as random circuit sampling.

For information, see “—Our Technology—Our Superconducting Quantum Processors—Fidelity”.

The Ankaa-3 system continues to feature our scalable chip architecture with 3D signal delivery while incorporating major enhancements to key technologies.

Leveraging our full-stack platform and in-house quantum foundry capabilities, we believe Ankaa-3 demonstrates our ability to deliver increasingly higher performance quantum computers.

In 2025, we plan to introduce the next generation of our modular system architecture, while aiming to continue to increase fidelities.

By mid-year 2025, we expect to release a 36-qubit system based on four 9-qubit chips tiled together, with a target 2x reduction in error rates from our error rates achieved at the end of 2024.

By the end of 2025, we expect to release a system with over 100 qubits with a targeted 2x reduction in error rates from our error rates achieved at the end of 2024.

We will continue to pursue sales of Novera™ , our first commercially available QPU, which features a 9-qubit chip, tunable couplers for fast 2-qubit operations and a 5-qubit chip for testing single-qubit operations.

We believe that we will be able to achieve our plans for 2025 described above and elsewhere in this Annual Report on Form 10-K;

however, we face various risks and uncertainties relating to our business that could cause actual results to differ materially from our expectations stated herein.

This Annual Report on Form 10-K, including this Business Section, should be read in conjunction with the section entitled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.

Business Model & Services

Currently, we generate the majority of our revenues from technology development contracts with various partners.

We believe our longer term business model will be more weighted towards QPU sales and recurring revenues generated from quantum computing systems made accessible via the cloud in the form of QCaaS products.

Rigetti Quantum Processing Units .

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The Novera™ QPU is based on our fourth generation Ankaa-class architecture.

We recently announced our most technically advanced QPU yet, the 84-qubit Ankaa-2, featuring 98% median 2-qubit fidelity, which represents a 2.5x performance improvement compared to our previous QPUs.

We announced our most technically advanced QPU yet, the 84-qubit Ankaa-3, featuring an extensive hardware redesign.

We intend to design and fabricate more advanced QPUs in the future with improved fidelities, faster gate speeds and higher qubit counts.

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Rigetti Quantum Cloud Services (QCS) is a proprietary platform to deliver high-performance quantum computing over the cloud.

QCS features a hybrid quantum-classical computing environment that incorporates Rigetti quantum computers operating in tandem with cloud infrastructure.

QCS features a hybrid quantum-classical computing environment that incorporates our quantum computers operating in tandem with cloud infrastructure.

It provides support for a broad range of programming capabilities, the ability to integrate over public or private clouds, and high-speed connectivity to auxiliary classical computing resources.

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The operating system software includes a rich set of quantum application and software development tools designed to unlock the capabilities of the quantum computing ecosystem by:

● Enabling customers to access Rigetti QPUs through a broad range of quantum application software, development frameworks and algorithm libraries;

● Enabling customers to access our QPUs through a broad range of quantum application software, development frameworks and algorithm libraries;

● Providing software and algorithm developers with the performance and fine-grained control required to expedite a new era of computational breakthroughs;

● Facilitating the implementation of high performance public and private clouds with ultra-low latency connectivity between classical hardware and Rigetti QPUs.

Rigetti’s quantum computing facility in Berkeley, California includes both research and development and production quantum processing units, which are each housed in a cryogenic refrigerator.

● Facilitating the implementation of high performance public and private clouds with ultra-low latency connectivity between classical hardware and our QPUs.

Direct QCaaS Distribution

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We believe many of these customers will have performance, customization and integration requirements best met by our ability to engage deeply and directly with these kinds of clients.

We believe the Company’s full-stack product development approach, and strategy of forging collaborative customer partnerships, positions the Company to be a highly valued and long-term provider of quantum computing services to these organizations.

We believe our full-stack product development approach, and strategy of forging collaborative customer partnerships positions us to be a highly valued and long-term provider of quantum computing services to these organizations.

To date, these direct customer relationships have been with customers using QCS for general quantum computing research, algorithm development, algorithm benchmarking and software development activities.

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This creates an opportunity for us to efficiently reach a broad set of end-users, indirectly, by partnering with cloud computing service providers, who in turn sell access to our quantum computer systems to their own customers.

The indirect distribution model is enabled by the same QCS platform used in the direct distribution model, providing us with powerful business leverage in addressing the needs of customers in different market segments.

The indirect distribution model is enabled by the same QCS platform used in the direct distribution model, allowing us to address the needs of customers in different market segments.

In this instance, we can capitalize on our full-stack product development capabilities to meet the unique requirements of cloud-service providers.

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We have signed a distribution agreement with Amazon’s Braket service and Microsoft’s Azure Quantum Service, providing access to our quantum computing systems to AWS and Azure customers.

We have also signed a distribution agreement with ORNL, a U.S.

government entity that provides state-of-the-art computational infrastructure to government researchers.

Key Technology Development Partnerships

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Rigetti Foundry Services

Rigetti Foundry Services leverages the company’s US-based in-house fabrication facility (“Fab-1”) to deliver superconducting quantum chips to advance and accelerate quantum information science and technology research and development efforts.

Rigetti Foundry Services leverages the company’s U.S.

based in-house wafer fabrication facility (“Fab-1”) to deliver superconducting quantum chips to advance and accelerate quantum information science and technology research and development efforts.

Customers include researchers spanning academia, defense laboratories, and national laboratories.

A Rigetti employee inspects a silicon wafer with superconducting quantum integrated circuits that was fabricated at Rigetti’s Fab-1 facility.

Professional Services

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These mathematical equations can arrive at approximate results with a close-to-optimal solution across many possible outcomes-a result that would create high value in many different industries, particularly when the exact solution is unknowable utilizing a classical computer.

We are exploring the application of our quantum computers for high value optimization problems including a partnership with NASA and DARPA for secure dynamic message scheduling using high-demand space and national security assets.

In September 2023, we were awarded a DARPA project as part of the Imagining Practical Applications for a Quantum Tomorrow (IMPAQT) program to advance the state-of-the-art in quantum algorithms for solving combinatorial optimization problems.

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In November 2023, we were awarded Phase 2 of the DARPA Quantum Benchmarking Program to develop benchmarks for quantum application performance on large-scale quantum computers.

The goal of the DARPA Benchmarking Program is to create key quantum computing metrics for fault tolerant quantum computing, make those metrics testable, and estimate the required quantum and classical resources needed to reach critical performance thresholds.

The goal of the DARPA Benchmarking Program was to create key quantum computing metrics for fault tolerant quantum computing, make those metrics testable, and estimate the required quantum and classical resources needed to reach critical performance thresholds.

Rigetti was awarded Phase 1 in March 2022.

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Machine learning is a well-established field, with broad application, that today is already having a transformative impact on a myriad of markets.

The potential market opportunity for machine-learning is currently estimated at $26 billion with expected compound annual growth rates through 2030 of 36%, according to market research from Fortune Business Insights.

Boston Consulting Group projects that machine learning applications with fully fault tolerant quantum computers could produce $150 billion to $220 billion globally in annual potential value creation for end users and technology providers by 2050.

At the core of any machine learning application is a series of computations, typically expressed in linear algebra, applied to vast amounts of data in order to do things such as reliably classifying objects and making data-driven predictions.

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The following are examples of our work related to machine learning:

I n November 2023 we were awarded an Innovate UK grant as part of the Feasibility Studies in Quantum Computing Applications competition.

In November 2023, we were awarded an Innovate UK grant as part of the Feasibility Studies in Quantum Computing Applications competition.

Joining us in this work are Amazon Web Services (AWS), Imperial College London, and Standard Chartered.

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(1) further develop quantum signature kernels and quantum-enhanced feature maps, (2) benchmark the results against classical machine learning methods for streamed data, and (3) build and study quantum algorithms for computing signatures and signature kernels for long and high-dimensional data streams efficiently.

In October 2023, we were awarded an Innovate UK grant as part of the Feasibility Studies in Quantum Computing Applications competition.

Joining us in this work is HSBC, the Quantum Software Lab (QSL) based at the University of Edinburgh, and the National Quantum Computing Centre (NQCC).

In October 2023, we were awarded a separate Innovate UK grant as part of the Feasibility Studies in Quantum Computing Applications competition.

Joining us in this work are HSBC, the Quantum Software Lab (QSL) based at the University of Edinburgh, and the National Quantum Computing Centre (NQCC).

Together, the consortium aims to enhance existing anti-money laundering techniques by using quantum machine learning techniques with the goal of improving the performance of current-state-of-the-art machine learning algorithms.

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These computer-based simulations have had an enormous impact on fields like pharmaceuticals, material science, finance, logistics, aerospace, defense and computer-aided design and engineering.

The global market for simulation software alone is projected to grow from $18.1 billion in 2023 to $33.5 billion in 2027 according to Markets & Markets.

BCG projects that simulation applications with fully fault tolerant quantum computers could produce $160 billion to $330 billion in annual potential value creation for end users and technology providers over the next 15 to 30 years.

Simulations are essentially mathematical models of a system and hence are logical candidates to benefit from quantum computing.

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Other high potential impact areas for quantum mechanical simulations include the design of chemical catalysts, computational fluid dynamics in aerospace engineering, and nuclear fusion for clean energy.

We have several active partnerships with clients developing simulations of quantum mechanical systems.

Two such partnerships are with U.S.

DOE agencies for simulation applications in the areas of nuclear fusion and high energy physics.

Our Technology

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Since quantum algorithms are ultimately composed of logic gates applied sequentially to qubits in a quantum computer, the speed with which these gates can be executed translates directly into processing speed and workload throughput.

Therefore, faster quantum processing speeds can result in a larger number of addressable problems and larger market opportunity, as well as a more direct path to outperforming classical alternatives and a higher intrinsic revenue potential per unit time.

Co-processing .

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Effective implementation of co-processing hinges on both the intrinsic technological features of the specific qubit technology, as well as product innovations and system architectures aimed to prioritize this capability.

For example, just as in classical computing architecture, fast gate speeds, coupled with a network architecture that achieves low network latency for data flow, are some requirements for high performance co-processing.

For example, just as in classical computing architecture, fast gate speeds, coupled with a network architecture that achieves low network latency for data flow, are some of the requirements for high performance co-processing.

Reprogrammability .

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As an example, in June 2011, the largest algorithms demonstrated on programmable, gate model quantum computers across these modalities were in the range of a few qubits.

In the ensuing eleven-year period from 2012 to 2023, superconducting systems have successfully scaled up to the range of 80 or more qubits, including demonstrations of quantum supremacy.

In the ensuing twelve-year period from 2012 to 2024, superconducting systems have successfully scaled up to the range of 100 or more qubits, including demonstrations of quantum supremacy.

This rate of scaling has easily outpaced other approaches.

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These advances include superconducting multi-chip bonding technology for chip-level 3D integration, superconducting through-silicon via process technology and interchip coupling technology that enables high-fidelity two-qubit logic gates between qubits disposed on different silicon dies.

These innovations have resulted from our investment in more than five years of technology development to establishing the essential capabilities to produce quantum processors meeting the requirements for broad commercial utility.

These innovations have resulted from our investment in more than five years of technological development to establishing the essential capabilities to produce quantum processors meeting the requirements for broad commercial utility.

We believe our approach to scaling quantum computers will accelerate us toward quantum advantage systems.

Rigetti’s proprietary multi-chip architecture enables larger quantum processors to be constructed by assembling individual chips together, thereby supporting multiple quantum processor generations of increasing scale and performance.

We have developed, own and operate the distinctive manufacturing capabilities needed to produce quantum processors in our proprietary scalable architecture.

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Improvements to the coherence times of superconducting qubits, combined with methods for ever faster and more precise quantum logic gates, have kept superconducting qubits on a pace of continuous fidelity improvement for approximately two decades.

Over the last several years, algorithms have been developed on processors with average two-qubit gate fidelities of 95-98%.

As processors scale to broad quantum advantage, fidelity will need to improve, likely to 99% and beyond.

In recent years, algorithms have been developed on processors with average two-qubit gate fidelities of 98-99%.

As processors scale to broad quantum advantage, fidelity will need to continue to improve, likely to 99.9% and beyond.

We are focused on delivering advances to fidelity through a systematic engineering approach centered on our design-fab-test flywheel powered by our in-house design and manufacturing.

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fidelity advancements can be developed on the individual core processor chips, and these improvements can be rapidly integrated into scaled processors through our multi-chip integration technology.

Our 84-qubit Ankaa™-2 quantum system was made publicly available to customers via our QCS on December 20, 2023.

The Ankaa-2 system is based on our fourth generation chip architecture that features tunable couplers and a square lattice, enabling high fidelity 2-qubit operations compared to our previous systems.

Ankaa-2 is also our highest qubit count quantum processing unit (QPU) available to the public.

Following the internal deployment of Ankaa-1 in March 2023, we made iterative improvements through internal R&D to support enhancements to Ankaa-2.

As a result, Ankaa-2 achieved a 2% median 2-qubit gate error rate — less than half the error rate of our previous systems.

These fidelity improvements can be attributed to a variety of technology updates to the Ankaa-2 system:

● Implementation of a new chip fabrication process, leading to qubits with fewer atomic defects that would otherwise reduce quantum coherence times;

● Incorporation of new superconducting PCB technology that improves thermal performance;

● Electronics improvements that generate control signals with less noise.

As described above, a quantum logic gate is how computation is expressed on a quantum computer.

There are a large number of possible gates that can be used for computation.

We physically implement quantum gates through the application of microwave pulses (electronic signals) to the physical qubits on the quantum integrated circuit.

One way that the performance of the system is assessed is by measuring the errors that are introduced in actuating the gates with the application of electronic signals to the physical qubits.

There are a variety of metrics that are used to measure these errors;

we currently report performance and indicate a measure of error through a fidelity metric applied to 2-qubit gate error or fidelity, usually expressed as a percentage.

Gate fidelity represents the reliability of an operation.

For example, a 2-qubit gate with a fidelity of 99% means that 99 out of 100 times the measurement of the gate will produce the correct result.

Fidelities are related to errors in the following way:

100% - error rate % = gate fidelity %.

So, an error rate of .5%, is the same as a fidelity of 99.5%.

There are a number of standard benchmarks that are used to measure qubit errors, and are explained further below.

We measure the performance of iSWAP gates with an industry standard technique called Randomized Benchmarking, a commonly used method to measure fidelity.

This protocol requires creating random sequences of quantum gates of different sequence length, executing each sequence, and then measuring the outcome of the execution against the mathematically expected results.

We also implement a family of 2-qubit gates referred to as fSim.

Generally, any specific fSim gate may not be part of a universal gate set.

We use fSIM gates with the goal of achieving high performance for specific algorithms.

We measure the performance of fSim gates with an industry standard technique called cross entropy benchmarking, another commonly used method to measure fidelity.

This protocol requires creating random circuits from the provided gate set measuring the results, and comparing the outcomes to an expected probability distribution of outcomes.

In the past we have implemented gate sets based on 2-qubit gates other than iSWAP and fSIM, and may, in the future, choose different gate sets.

At the moment there is no standard set of gates agreed on in the industry, and there may never be.

Furthermore, other standards for measurement may emerge to measure quantum gate fidelity or performance of quantum computers generally.

Accordingly, undue reliance should not be placed on the fidelity measures that we present.

See also “Risk Factors— If our computers fail to achieve quantum advantage, our business, financial condition and future prospects may be harmed.

Moreover, the standards by which we measure our progress may be based on assumptions and expectations that are not accurate or that may change as quantum computing evolves .”

Ankaa-3 is Rigetti’s newest flagship quantum computer featuring an extensive hardware redesign that is intended to enable superior performance.

With Ankaa-3 we successfully halved our error rates in 2024 from our error rates in 2023, achieving a 99.0% median two-qubit fidelity with iSWAP gates and a 99.5% median two-qubit fidelity with fSim gates based on internal testing.

Ankaa-3 is designed to enable users to operate the iSWAP gates for a wide range of algorithmic research, with a median gate time of 72 nanoseconds.

The more specialized fSim gates provide a median gate time of 56 nanoseconds and are useful for specific algorithms such as random circuit sampling.

Improving our median 2-qubit fidelities is a crucial part of our mission to build the world’s most powerful computers.

Useful quantum computers will need not only a large number of qubits, but also high-quality qubits.

Reaching 98% fidelity on the Ankaa-2 system based on our internal testing is the result of years of innovation and commitment from our teams across the technology stack.

Reaching 99.0% median two-qubit fidelity with iSWAP gates and a 99.5% median two-qubit fidelity with fSim gates on the Ankaa-3 system in 2024 based on our internal testing is the result of years of innovation and commitment from our teams across the technology stack.

We have already designed and deployed a modular architecture, tiling multiple chips together demonstrating what we believe is the way forward towards building larger systems.

We believe a densely connected square lattice with tunable couplers that allows us to control qubit interactions is the foundation for driving qubit performance.

We believe a 2.5x increase in error performance against our previous QPUs, increasing our fidelities by 3%, coupled with our scaling approach, shows that we have a promising strategy for building increasingly higher performing QPUs to help our customers solve their most pressing problems.

As development has progressed, we continue to see high two-qubit gate fidelities around 99% on test devices.

We believe a 2.0x improvement in error performance compared to our previous QPUs coupled with our scaling approach, shows that we have a promising strategy for building increasingly higher performing QPUs to help our customers solve their most pressing problems.

One of the strengths of superconducting qubit technology, and our technology in particular, is that gate operations on superconducting processors are faster than other commercially available modalities today.

The speed of gate operations in superconducting qubits are determined by the intentional design of circuit elements on-chip and their optimized parameters, rather than relying on atomic properties.

Our slowest class of gate operations, two-qubit entangling gates, have a median duration of less than 200 nanoseconds.

Moreover, for future computer systems from us, high quality entangling gates as fast as 36 nanoseconds have recently been achieved through the introduction of an additional circuit element to tune the interaction strength between qubits, showcasing the value of engineered approaches.

Our recently introduced Ankaa-3 system achieves a median gate time of 72 nanoseconds with universal iSWAP gates.

A median gate time of 56 nanoseconds was achieved with the more specialized fSim gates.

Median gate time is measured by internal testing.

We believe that superconducting processors’ speed advantage will result in a larger market for superconducting quantum computers compared to other modalities, as there are a multitude of high value use cases that require timely results, such as real-time decision making, risk calculations, and more.

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We rely upon a combination of protections afforded to owners of patents, copyrights, trade secrets, and trademarks, along with confidentiality and proprietary rights agreements with employees, consultants, contractors, vendors and business partners to establish and protect our intellectual property rights.

As of the date hereof, we have 84 patents issued and 106 patents pending that are designed to protect our full-stack technology across hardware, software, and services.

As of December 31, 2024, we have 104 patents issued and 133 patents pending that are designed to protect our full-stack technology across hardware, software, and services.

These patents cover a broad range of key technology areas of the business including (i) quantum computing systems, software and access;

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Our sales and marketing efforts are focused on technology development and distribution partnerships with the leading organizations in these markets.

government, for example, the Department of Defense, the DOE, AFRL and the Intelligence Community have each been making significant investments in quantum computing, and we have technology development partnerships with leading agencies and national laboratories.

We are pursuing similar arrangements with customers in other important vertical market segments, like finance, where we are developing specific expertise in several application areas and are collaborating with Nasdaq, HSBC and Standard Chartered Bank.

We also have distribution relationships with customers like Amazon Web Services, Microsoft, ORNL and Strangeworks.

government, for example, the Departments of Defense and Energy have each been making significant investments in quantum computing, and we have technology development partnerships with leading agencies and national laboratories.

We also have distribution relationships with customers like Amazon Web Services, Microsoft Azure and Strangeworks.

In connection with our reorganization announced in February 2023, we reduced our investment and expenses in sales and marketing to focus our resources on technology development.

As we work to develop new generations of our hardware with the goal of continuing to scale and achieve nQA and then BQA, we anticipate increasing our investment and expenses in both sales and marketing in the future to expand the number of enterprise companies buying our QPUs and directly licensing our QCS platform.

We source our components from multiple industries including:

from the electronics and semi-conductor industries with low-noise microwave components, CPUs, GPUs, FPGAs;

from the cryogenic industry with dilution refrigerators and associated helium gas products;

and from the semiconductor industry with silicon wafers and other specialty materials, tooling and measurement equipment.

Customers & Key Partners

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To date, we have focused on developing a range of client relationships and research partnerships with:

● Enterprise-sized organizations working on quantum-assisted breakthroughs in applications areas like drug discovery, network optimization, financial modeling, weather forecasting and fusion energy like NASA, Nasdaq, Standard Chartered Bank, HSBC, AFRL, the U.S.

● Enterprise-sized organizations working on quantum-assisted breakthroughs in applications areas like drug discovery, network optimization, financial modeling, weather forecasting and fusion energy like NASA, Moody’s, Standard Chartered Bank, HSBC, AFRL, the U.S.

DOE and certain military branches within the U.S.

Department of Defense;

● Materials science researchers and quantum algorithm developers at renowned laboratories like Fermilab, Lawrence Livermore National Laboratory, MIT Lincoln Laboratory, NASA Quantum Artificial Intelligence Laboratory and ORNL;

● Quantum-focused software and algorithm companies like 1Qbit, Phasecraft, Riverlane, Q-CTRL and Zapata;

● Materials science researchers and quantum algorithm developers at renowned laboratories like Fermilab, NASA Quantum Artificial Intelligence Laboratory and ORNL;

● Quantum-focused software and algorithm companies like Phasecraft, Riverlane and Q-CTRL;

● Cloud service providers like Amazon Web Services and Microsoft Azure;

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These organizations include DARPA, SQMS, and Innovate UK.

During the years ended December 31, 2023 and December 31, 2022, sales to U.S.

government entities comprised 80.9% and 81.3% of the Company’s total revenue, respectively.

The quantum computing market is evolving and highly competitive.

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Our current and prospective competitors include companies engaged in the research, development, and operation of quantum computing capabilities.

Major companies now developing both quantum hardware and software include IBM, Google, Microsoft, IonQ, D-Wave, Quantinuum, PsiQuantum, Xanadu and ColdQuanta.

Major companies now developing both quantum hardware and software include IBM, Google, Microsoft, IonQ, D-Wave, Quantinuum and PsiQuantum, among others.

In addition, because of the importance of quantum computing, most large public cloud providers and traditional chip makers are researching and investing in quantum computing initiatives, in some cases seeking to build quantum computers.

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This includes requiring compliance with eligibility and responsibility requirements, contractor qualifications, financial and reporting requirements, as well as subjecting the company to audits and to other government reviews covering issues such as cost, performance, internal controls and accounting practices.

Employees & Core Values

Our products and technologies are subject to U.S.

export control and import laws and regulations, including the U.S.

Export Administration Regulations, U.S.

Customs regulations, and various economic and trade sanctions regulations administered by the U.S.

Treasury Department’s Office of Foreign Assets Controls.

export control and economic sanctions laws include restrictions or prohibitions on the sale or supply of certain products, technologies, and services to U.S.

Government embargoed or sanctioned countries, governments, persons and entities.

In addition, certain products and technology may be subject to export licensing or approval requirements.

Exports of our products and technology must be made in compliance with export control and sanctions laws and regulations.

We are also subject to numerous U.S.

state, federal and foreign laws, regulations and rules related to privacy, data use and security.

In addition, we are subject to the U.S.

Foreign Corrupt Practices Act of 1977, as amended, the U.S.

domestic bribery statute, the U.S.

Travel Act, and other anti-bribery, and anti-corruption laws in countries in which we conduct activities, and numerous federal, state and local environmental laws and regulations governing, among other things, solid and hazardous waste storage, treatment and disposal, and remediation of releases of hazardous materials.

See also “Risk Factors—Risks Related to Litigation and Government Regulation.”

Our deep and talented workforce is the key to our success.

As of March 1, 2024, we employ 134 people globally, the majority of whom are employed in areas of quantum physics, chip and hardware engineering and software development.

As of March 1, 2025, we employ 140 people globally, of which 137 were full-time employees.

The majority of our employees are employed in the areas of quantum physics, chip and hardware engineering and software development.

Most of our employees are based in the United States with the remainder based in the United Kingdom, Australia and Canada.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business