What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-07 compared with 2024-03-14 · 126 added, 197 removed, 189 unchanged (63% of the section changed)

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We are a vertically integrated company.

We own and operate Fab-1, a dedicated and integrated laboratory and manufacturing facility, through which we own the means of producing our breakthrough multi-chip quantum processor technology.

We 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.

We leverage our chips through a full-stack product development approach, from quantum chip design and manufacturing through cloud delivery.

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As of December 31, 2024, we had an accumulated deficit of $554.7 million.

We believe that our existing cash, cash equivalents and marketable securities should be sufficient to meet our anticipated operating cash needs into early in the third quarter of 2025, based on our current business plan, and expectations and assumptions considering current macroeconomic conditions.

Accordingly, based on our estimates and current business plan, we expect that we will need to obtain additional capital by early in the third quarter of 2025, in order to fund our research and development efforts and business objectives as currently planned.

Our estimate does not assume any additional financing, and there is no assurance that additional financing will be available.

If we are unable to raise additional funding when needed and on attractive terms, we may be required to delay, limit, or substantially reduce our quantum computing development efforts.

We believe that our existing cash, cash equivalents and marketable securities should be sufficient to meet our anticipated operating cash needs for at least the next three years and possibly longer based on our current business plan, and expectations and assumptions considering current macroeconomic conditions.

Our operating plan may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financing or other sources, such as strategic collaborations or other transactions.

In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans.

Key achievements include the launch of our 84-qubit Ankaa-3 system, our newest flagship quantum computer featuring an extensive hardware redesign.

We also achieved major 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.

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 targeted 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 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the section entitled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.

In February 2023, we announced an updated business strategy, including revisions to our technology roadmap.

In connection with this updated strategy, we implemented a workforce reduction beginning in February 2023 to focus the organization and our resources on nearer-term strategic priorities and our efforts to achieve narrow quantum advantage.

Key achievements include the launch of the Ankaa 84- qubit Ankaa™-2 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.

We also plan to pursue sales of Novera™ , our first commercially available QPU launched in 2023, 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 this business plan should enable us to concentrate our software application development strategy on what we believe to be the highest likelihood applications for demonstrating nearer term narrow quantum advantage.

In February 2023, the reduction in the workforce impacted approximately 50 employees or 28% of our then workforce.

The reduction in the workforce impacted approximately 50 employees or 28% of our then workforce.

We began implementing activities with respect to the revised business plan and reduction in workforce in February 2023.

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In addition to the restructuring charge, we also incurred $1.0 million of expenses for contractual severance benefits related to executive officers of the Company that were terminated in the three months ended March 31, 2023.

The Business Combination and PIPE Financing

On March 2, 2022 (the “Closing Date”), we consummated the transactions contemplated by that certain Agreement and Plan of Merger dated as of October 6, 2021, as amended on December 23, 2021 and January 10, 2022 (as amended, the “Merger Agreement”), by and among Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (“Supernova”), Supernova Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Supernova (the “First Merger Sub”), Supernova Romeo Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Supernova (the “Second Merger Sub”), and Rigetti Holdings, Inc., a Delaware corporation (“Legacy Rigetti”).

As contemplated by the Merger Agreement, on March 1, 2022 Supernova was domesticated as a Delaware corporation and changed its name to “Rigetti Computing, Inc.” (the “Domestication”).

On the Closing Date, (i) First Merger Sub merged with and into Legacy Rigetti, the separate corporate existence of First Merger Sub ceased and Legacy Rigetti survived as a wholly owned subsidiary of Rigetti Computing, Inc.

(the “Surviving Corporation” and, such merger, the “First Merger”), and (ii) immediately following the First Merger, the Surviving Corporation merged with and into the Second Merger Sub, the separate corporate existence of the Surviving Corporation ceased and Second Merger Sub survived as a wholly owned subsidiary of Rigetti Computing, Inc.

and changed its name to “Rigetti Intermediate LLC” (such merger transaction, the “Second Merger” and, together with the First Merger, the “Merger”, and, collectively with the Domestication, the “PIPE Financing” (as defined below) and the other transactions contemplated by the Merger Agreement, the “Business Combination”).

The closing of the Business Combination is herein referred to as “the Closing.”

While the legal acquirer in the Merger Agreement was Supernova, for financial accounting and reporting purposes under United States generally accepted accounting principles (“GAAP”), Rigetti was the accounting acquirer, and the Merger was accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of Rigetti represent the continuation of the financial statements of Legacy Rigetti in many respects.

Under this method of accounting, Supernova was treated as the “acquired” company for financial reporting purposes.

For accounting purposes, Rigetti was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Rigetti (i.e., a capital transaction involving the issuance of stock by Supernova for the stock of Rigetti).

As a result of the Business Combination, all of the shares of Legacy Rigetti Common Stock outstanding immediately prior to the Closing (including Legacy Rigetti Common Stock resulting from the Legacy Rigetti preferred stock conversion) were converted into the right to receive an aggregate of 78,959,579 shares of our Common Stock, par value $0.0001 per share (“Common Stock”).

Additionally, each issued and outstanding share of Supernova Class A and Class B Common Stock held by Supernova automatically converted to 20,209,462 shares of Common Stock (of which 3,059,273 shares are subject to vesting under certain conditions).

Upon consummation of the Business Combination, the most significant change in our reported financial position and results of operations was an increase in cash of $205.0 million, including $225.6 million of proceeds from the Business Combination and PIPE Financing, net of transaction costs incurred by us of $20.6 million.

Additional direct and incremental transaction costs were also incurred by Rigetti in connection with the Business Combination.

Generally, costs (e.g., SPAC shares) are recorded as a reduction to additional paid-in capital.

Costs allocated to liability-classified instruments that are subsequently measured at fair value through earnings (e.g., certain SPAC warrants) are expensed.

Rigetti’s transaction costs totaled $20.6 million, of which $19.7 million was allocated to equity-classified instruments and recorded as a reduction to additional paid-in capital, and the remaining $0.9 million was allocated to liability-classified instruments that are subsequently measured at fair value through earnings and recognized as expense in the consolidated statements of operations.

As a result of the Business Combination, we became subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, and listing standards of the Nasdaq Capital Market, which has and will necessitate us to hire additional personnel and implement procedures and processes to address such public company requirements.

We expect to incur additional ongoing expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees, and additional internal and external accounting, legal and administrative resources.

Our future results of consolidated operations and financial position may not be comparable to historical results for a variety of reasons, including as a result of the Business Combination.

Quanta Collaboration Agreement

In February 2025, our wholly-owned subsidiary, Rigetti Sub, entered into the Collaboration Agreement with 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-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).

In connection with the Collaboration Agreement, on February 27, 2025, we entered into a Securities Purchase Agreement with Quanta, pursuant to which we agreed to sell and issue to Quanta in a private placement transaction 3,020,412 shares of our Common Stock at a price per share of approximately $11.59, for an aggregate value of approximately $35.0 million.

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

Macroeconomic Considerations

Unfavorable conditions in the economy in the United States and abroad may negatively affect the growth of our business and have affected our results of operations.

For example, macroeconomic events, including rising inflation, the U.S.

Federal Reserve raising interest rates, recent and potential bank failures, the ongoing military conflict involving Russia and Ukraine and sanctions related thereto, the state of war between Israel and Hamas and the related risk of a larger regional conflict have led to economic uncertainty globally.

The effect of macroeconomic conditions may not be fully reflected in the results of operations until future periods.

If, however, economic uncertainty increases or the global economy worsens, our business, financial condition and results of operations may be harmed.

For further discussion of the potential impacts of macroeconomic events on our business, financial condition, and operating results, see the section titled “Risk Factors,” including the risk factor titled “Unstable market and economic conditions have had and may continue to have serious adverse consequences on our business, financial condition and share price.”

We have experienced and may experience further increases in the cost of raw materials, component parts, and labor, which we largely attribute to inflation, the U.S.

Federal Reserve raising interest rates, high demand, and supply chain restraints.

Rising costs and supply chain constraints have been further exacerbated by the ongoing military conflict involving Russia and Ukraine and sanctions related thereto, the state of war between Israel and Hamas and the related risk of a larger regional conflict.

We expect these increased costs will persist for the foreseeable future and may increase.

Additionally, inflation and rising interest rates may result in an economic recession globally or in the U.S., which could lead to a reduction in product demand, a decrease in corporate capital expenditures, prolonged unemployment, labor shortages, reduction in consumer confidence, adverse geopolitical and macroeconomic events, or any similar negative economic condition.

Economic conditions in some parts of the world have been worsening, with disruptions to, and volatility and uncertainty in, the credit and financial markets in the U.S.

and worldwide resulting from the effects of inflation and increases in interest rates.

Results of our operations have varied and may continue to vary based on the impact of changes in the domestic or global economy.

Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, inflation, interest rates, financial and credit market fluctuations, international trade relations and tariffs, pandemics, political turmoil, natural catastrophes, warfare, and terrorist attacks in the United States or elsewhere, could negatively affect our business, including progress toward the development of quantum computing.

It is not possible at this time to estimate the long-term impact that these and related events could have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted.

If these conditions persist and deepen, we could experience an inability to access additional capital, or our liquidity could otherwise be impacted.

If we are unable to raise capital when needed and on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs and other efforts.

However, like many other companies, we are taking actions to monitor our operations to account for the increases in the cost of capital.

Specifically, this includes efforts to enhance our operational efficiency, including with respect to capital expenditures, maximize our R&D productivity spend through strategic collaborations, and being highly selective in hiring top-tier talent.

If these conditions persist and deepen, we could experience an inability to access additional capital if needed, or our liquidity could otherwise be impacted, and the trading price of our Common Stock could decline.

For further discussion of the potential impacts of macroeconomic events on our business, financial condition, and operating results, see the section titled “Risk Factors,” including the risk factor titled “ Unfavorable conditions in our industry or the global economy could limit our ability to grow our business and negatively affect our results of operations.”

Key Components of Results of Operations

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Our operating expenses primarily consist of research and development, and selling, general and administrative expenses.

Sales and marketing expenses became less significant following the reduction in workforce and strategic realignment we announced in February 2023.

For this reason, sales and marketing and general administrative expenses have been combined and are now reported as selling, general and administrative.

Related amounts for all prior periods have been reclassified to conform with this presentation.

Research and Development

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Selling, general and administrative

Goodwill impairment

Restructuring

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Change in fair value of earn-out liabilities

Transaction costs

Total other (expense) income, net

Loss on extinguishment of debt

Total other expense, net

Net loss before provision for income taxes

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*NM - Not Meaningful

Revenue decreased by $1.1 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Revenue decreased by $1.2 million for the year ended December 31, 2024, when compared to the year ended December 31, 2023.

The decrease was primarily due to a $2.0 million reduction in QCaaS revenue for the year ended December 31, 2024, offset in part by higher revenue from development contracts and sales of QPUs.

Our development contracts are typically fixed price milestone or cost share-based contracts and the timing and amounts of revenue recognized in any given period will vary significantly based on the delivery of the associated milestones and/or the work performed.

The timing and delivery of QPU sales will also vary and impact revenue in any given quarterly or annual period.

The decrease in revenue during the year ended December 31, 2023 reflects typical variability in the timing of revenue recognition from development contracts.

Revenue from development contracts and QPU sales is expected to vary in terms of timing and size, resulting in significant fluctuations in revenue levels in future periods.

For the next few years, we expect much of our revenue to be generated from development contracts and sales of QPUs.

The timing and delivery of sales of QPUs and QCaaS will also vary and impact revenue in any given quarterly or annual period.

Revenue is expected to vary in terms of timing and size, resulting in significant fluctuations in revenue levels in future periods.

For the next few years, we expect much of our revenue to be generated from development contracts and anticipated sales of on-premises QPUs.

Cost of Revenue

Cost of revenue decreased by $0.1 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

The decrease in cost of revenue during the year ended December 31, 2023 is primarily due to lower revenue levels, changes in the composition of our revenue and variability in the pricing and terms of our development contracts.

Cost of revenue increased by $2.3 million for the year ended December 31, 2024, when compared to the year ended December 31, 2023.

The increase in cost of revenue was primarily due to a change in the composition of our revenue and variability in the pricing and terms of our development contracts.

During the year ended December 31, 2024, we entered into a new contract to deliver a 24-qubit quantum computing system having higher costs and a lower gross margin profile than most of our other contracts.

The increase in cost of revenue resulting from the unfavorable mix was partially offset by the impact of lower revenue.

We expect that cost of revenue and total gross profit as a percentage of revenue will vary in future quarterly and annual periods due to changes in the composition of our revenue and variability in the pricing and terms of our development contracts.

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Research and Development

Research and development expenses decreased by $7.2 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Salaries and employee benefit expenses decreased by $2.5 million and stock-based compensation decreased by $4.7 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

The decreases in employee wages and benefit expenses and stock-based compensation primarily resulted from our February 2023 reduction in workforce.

A $1.3 million out-of-period adjustment for electricity usage for the year ended December 31, 2022 also contributed to the decrease in research and development expenses for the year ended December 31, 2023.

A $1.6 million charge for deferred stock-based compensation expense related to the closing of the Business Combination for the year ended December 31, 2022 contributed to the decrease in stock-based compensation for the year ended December 31, 2023.

These decreases were partially offset by a $0.5 million increase in depreciation expense for the year ended December 31, 2023 due to purchases of property and equipment, compared to the year ended December 31, 2022.

Research and development expenses decreased by $3.0 million for the year ended December 31, 2024, when compared to the year ended December 31, 2023.

The decrease in research and development expenses for the year ended December 31, 2024, when compared to the year ended December 31, 2023, was largely due to a $0.9 million decrease in salaries and employee related costs due to our February 2023 restructuring and because more engineering time was used to deliver revenue, and a $2.8 million decrease in IT costs due to systems rationalization, offset in part by a $0.8 million increase in bonus expenses.

All other research and development costs decreased by a cumulative $0.1 million for the year ended December 31, 2024, when compared to the year ended December 31, 2023.

We anticipate that R&D expenditures will grow in the future as we continue to focus on our technology roadmap and long-term goal of achieving broad quantum advantage.

Selling, General and Administrative

Selling, general and administrative expenses decreased by $26.2 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

The decreases for the year ended December 31, 2023 are primarily due to a reduction in stock-based compensation of $27.8 million, partially offset by unfavorable fluctuations in the fair value of the Ampere Forward Agreement of $8.0 million.

The closing of the Business Combination in 2022 resulted in lower stock-based compensation, bonus expenses and professional fees in 2023 compared to 2022.

Stock-based compensation and bonus expenses for the year ended December 31, 2022 include $7.3 million of deferred stock-based compensation and $1.8 million of transaction bonuses that were recognized in connection with the closing of the Business Combination.

The remaining differences are due to lower wage costs, primarily resulting from our February 2023 reduction in workforce, and lower insurance costs.

We expect selling, general and administrative expenses to increase as we grow our business, particularly to the extent we achieve narrow and broad quantum advantage, and subsequently enhance our product and service offerings, expand our customer base, and implement new marketing strategies.

Goodwill Impairment

Goodwill impairment decreased by $5.4 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

When assessing goodwill for possible impairment, we first consider qualitative factors, including but not limited to macroeconomic conditions, industry and market considerations, our overall performance and events directly affecting us.

It was noted during our 2022 annual goodwill impairment assessment on November 1, 2022 that the Company had experienced a sustained decline in stock price, however, we determined at that time that our goodwill was not impaired.

Subsequently, our stock price continued to decline, resulting in a triggering event that required us to evaluate goodwill for possible impairment as of December 31, 2022.

After adjusting the Company’s stock market capitalization for a control premium based on market comparable transactions, we determined that the fair value of the Company was less than its carrying value or stockholder’s equity, resulting in a non-cash goodwill impairment charge of $5.4 million for the year ended December 31, 2022.

Selling, general and administrative expenses decreased by $3.3 million for the year ended December 31, 2024, when compared to the year ended December 31, 2023.

The decrease for the year ended December 31, 2024, when compared to the year ended December 31, 2023, was primarily due to $2.2 million of expense recognized in the year ended December 31, 2023 for the forward agreement with Ampere Computing and a $0.8 million impairment charge recognized in the year ended December 31, 2023 for deferred offering costs.

Costs related to accounting services and public company compliance decreased by $1.2 million during the year ended December 31, 2024, because many of these activities were either performed more efficiently or have been brought in-house.

These decreases were partially offset by a $1.1 million increase in stock-based compensation expenses for the year ended December 31, 2024.

Stock compensation expenses were favorably impacted during the year ended December 31, 2023 due to forfeitures resulting from the February 2023 restructuring.

All other expenses decreased by a cumulative $0.2 million for year ended December 31, 2024, when compared to the year ended December 31, 2023.

We expect selling, general and administrative expenses to increase over the longer term, particularly after we potentially achieve quantum advantage, and plan to subsequently enhance our sales and service offerings, expand our customer base, and implement new marketing strategies.

Restructuring

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In connection with this updated strategy, we implemented a workforce reduction in order to focus the organization and our resources on nearer-term strategic priorities.

The reduction in workforce impacted approximately 50 employees or approximately 28% of our then workforce.

The reduction in the workforce impacted approximately 50 employees or approximately 28% of our then workforce.

Affected employees were offered separation benefits, including severance payments and temporary healthcare coverage assistance.

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Interest Expense

Our outstanding debt carries a variable rate of interest.

Interest expenses increased by $0.5 million for the year ended December 31, 2023 when compared to the year ended December 31, 2022.

We paid a higher rate of interest on our debt in 2023 due to the increases in the prime interest rate that occurred throughout 2023 and 2022.

The impact of higher interest rates on interest expenses was partially offset by the impact of lower outstanding principal balances throughout the year due to principal repayments.

Our outstanding debt with Trinity Capital, Inc., which we repaid in full in December 2024, carried a variable rate of interest.

Interest expenses decreased by $2.5 million for the year ended December 31, 2024, when compared to the year ended December 31, 2023.

The reduction in interest expense was due to regular principal repayments throughout the year and prepayment of the remaining outstanding principal balance in December 2024.

A discussion regarding the prepayment of our outstanding debt with Trinity Capital Inc.

is included in Note 8 to our consolidated financial statements for the year ended December 31, 2024, included elsewhere in this Annual Report on Form 10-K.

Interest Income

Interest income was $5.1 million for the year ended December 31, 2023 compared to $2.4 million for the year ended December 31, 2022.

The increase in interest income is due to higher rates of interest earned on our investments, including cash equivalents and available-for-sale securities.

We anticipate that interest income will decline in future periods due to our expected use of cash, cash equivalents and available-for-sale securities to fund our operating expenses, including research and development initiatives and investment in our technology roadmap.

Interest income remained consistent at $5.1 million for each of the years ended December 31, 2024 and December 31, 2023.

Slight changes in interest income during the years ended December 31, 2024 and December 31, 2023 were due to fluctuations in the balances of our invested cash and available-for-sale investments and rates of interest earned on our investments.

Change in Fair Value of Warrant Liabilities

A discussion of the change in the fair value of warrant liabilities is included in Note 9 to our consolidated financial statements for the year ended December 31, 2024, included elsewhere in this Annual Report on Form 10-K.

The change in fair value of warrant liabilities for the year ended December 31, 2023, was a loss of $1.2 million, compared to a gain of $22.1 million for the year ended December 31, 2022.

The change in fair value of warrant liabilities for the year ended December 31, 2024 was a loss of $90.2 million, compared to a loss of $1.2 million for the year ended December 31, 2023.

The increase in loss for the year ended December 31, 2024 was primarily due to the change in our stock price and related share price volatility.

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A discussion of the change in the fair value of the earn-out liabilities is included in Note 10 to our consolidated financial statements for the year ended December 31, 2024, included elsewhere in this Annual Report on Form 10-K.

The change in fair value of our earn-out liabilities for the year ended December 31, 2023 was a loss of $0.9 million, compared a gain of $19.2 million for the year ended December 31, 2022.

The change in fair value of our earn-out liabilities for the year ended December 31, 2024 was a loss of $43.7 million, compared a loss of $0.9 million for the year ended December 31, 2023.

The increase in loss for the year ended December 31, 2024 was primarily due to the change in our stock price and related share price volatility.

Transaction Costs

Transaction costs allocated to liability-classified instruments must be expensed as incurred.

Changes in these instruments are subsequently measured at fair value through earnings.

During the year ended December 31, 2022, transaction costs allocated to liability-classified instruments arising from the Business Combination totaled $0.9 million.

No transaction costs were incurred during the year ended December 31, 2023.

Loss on Extinguishment of Debt

On December 9, 2024, we prepaid in full all amounts owed under our Amended Loan Agreement with Trinity Capital Inc.

We prepaid an aggregate of $9.5 million in outstanding principal balance, final payment fees of $0.9 million, plus accrued interest and a prepayment premium aggregating $0.1 million.

During the year ended December 31, 2024, the Company recorded a $0.4 million loss on the prepayment and extinguishment of the outstanding principal balance owed under the Amended Loan Agreement.

Provision for Income Taxes

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We have incurred net losses and negative cash flows from operations since inception.

Prior to the Business Combination, we financed our operations primarily through the issuance of preferred stock, warrants, convertible notes, venture backed debt and revenues.

Historically, we financed our operations primarily through the sale and issuance of common stock preferred stock, warrants, convertible notes, debt and revenues.

During the years ended December 31, 2024 and December 31, 2023, we incurred net losses of $201.0 million and $75.1 million, respectively.

As of December 31, 2024, we had an accumulated deficit of $554.7 million, and we expect to incur additional losses for the foreseeable future.

In connection with the closing of the Business Combination on March 2, 2022, we received net proceeds of $225.6 million.

In addition, we received net proceeds of $20.5 million in 2023 and $12.8 million in 2024 from the sale of 23,648,889 shares of our common stock (inclusive of 171,008 shares issued to B.

Riley in 2022 as consideration for the Purchase Agreement) pursuant to our prior Purchase Agreement with B.

As of February 15, 2024 there are no remaining shares available for sale under our prior Purchase Agreement with B.

Riley, the agreement has terminated.

We believe that our existing balances of cash, cash equivalents and available-for-sale investments should be sufficient to meet our anticipated operating cash needs into early in the third quarter of 2025, based on our current business plan, and expectations and assumptions considering current macroeconomic conditions.

Based on our estimates and current business plan, we expect that we will need to obtain additional capital by early in the third quarter of 2025, to fund our research and development efforts and business objectives as currently planned.

Our estimate does not assume any additional financing, and there is no assurance that additional financing will be available.

If we are unable to raise additional funding when needed and on attractive terms, we may be required to delay, limit, or substantially reduce our quantum computing development efforts.

On November 27, 2024, we closed securities purchase agreements with two institutional investors pursuant to which we received net proceeds of $96.0 million from the sale of 50,000,000 shares of our common stock.

On March 14, 2024, we entered into an At-the-Market Sales Agreement (the “ATM Agreement”) with B.

Riley Securities, Inc.

Riley”) and Needham & Company, LLC, pursuant to which we could offer and sell shares of our common stock from time to time having an aggregate offering price of up to $100 million.

During the year ended December 31, 2024, we received net proceeds of $97.5 million from the sale of 68,809,485 shares of our common stock pursuant to the ATM Agreement.

In addition, on August 11, 2022, we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with B.

Riley, pursuant to which we had the right to sell shares of our common stock in an aggregate amount up to the lesser of (i) $75 million and (ii) an amount not to exceed 23,648,889 shares of our common stock, subject to certain limitations and conditions.

We received net proceeds of $12.8 million in 2024 and $20.5 million in 2023 from the sale of the maximum 23,648,889 shares of our common stock (inclusive of 171,008 shares issued to B.

Riley in 2022 as consideration for the Purchase Agreement) pursuant to the Purchase Agreement.

There are no remaining shares available for sale under the Purchase Agreement, and the Purchase Agreement has terminated.

We believe that our existing balances of cash, cash equivalents and available-for-sale investments should be sufficient to meet our anticipated operating cash needs for at least the next three years based on our current business plan, and expectations and assumptions considering current macroeconomic conditions.

Our operating plan may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations or other transactions.

In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans.

We have based these estimates on assumptions that may prove to be wrong and we could use our available capital resources sooner than we currently expect, and future capital requirements and the adequacy of available funds will depend on many factors including those described in the section titled “Risk Factors” in this Annual Report on Form 10-K.

Inflation and rising interest rates may result in an economic recession globally or in the U.S., which could lead to a reduction in product demand, a decrease in corporate capital expenditures, prolonged unemployment, labor shortages, reduction in consumer confidence, adverse geopolitical and macroeconomic events, or any similar negative economic condition.

Economic conditions in some parts of the world have been worsening, with disruptions to, and volatility and uncertainty in, the credit and financial markets in the U.S.

and worldwide resulting from the effects of inflation and rising interest rates.

These conditions have been further exacerbated by recent and potential future disruptions in access to bank deposits or lending commitments due to bank failures, the ongoing military conflict involving Russia and Ukraine and sanctions related thereto, the state of war between Israel and Hamas and the related risk of a larger regional conflict.

If these conditions persist and deepen, we could experience an inability to access additional capital, or our liquidity could otherwise be impacted.

If we are unable to raise capital when needed and on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs and/or other efforts.

A recession or additional market corrections resulting from the impact of difficult macroeconomic conditions or disruptions in the banking system could materially affect our business and the value of our securities.

A recession or market corrections resulting from the impact of macroeconomic conditions could materially affect our business and the value of our securities.

Our cash requirements include employee-related costs such as salaries and benefits;

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Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section titled “Risk Factors” in this Annual Report on Form 10-K.

Furthermore, we currently have on file with the SEC an effective shelf registration statement on Form S-3, which allows us to offer and sell up to an aggregate amount of $250.0 million of any combination of common stock, common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock or debt securities upon exercise of warrants from time to time.

Loan and Security Agreement

In January 2022, we entered into the Third Amendment to the Loan Agreement with Trinity to increase the debt commitment by $5.0 million to $32.0 million thereunder.

The amendment allowed us to draw an additional $5.0 million immediately with an additional $8.0 million to be drawn at the sole discretion of the lender.

We drew the additional $5.0 million upon signing the amendment.

The Third Amendment also included an extension of the requirement to raise an additional $75.0 million of equity which was satisfied through the Business Combination and a defined exit fee for the additional $5.0 million to be at 20% of the advanced funds under the Third Amendment.

In conjunction with the amendment, we also guaranteed payment of all monetary amounts owed and performance of all covenants, obligations and liabilities.

As of December 31, 2023, the total principal amount outstanding under the Loan Agreement was $22.4 million.

Principal and interest under the Loan Agreement is payable monthly.

The Loan Agreement is secured by a first-priority security interest in substantially all of our assets.

As of the date of this Annual Report on Form 10-K, we are in compliance with all covenants under the Loan Agreement.

Our cash commitments as of December 31, 2023 for financing and operating lease obligations were primarily as follows (in thousands):

Financing obligations

Estimated cash interest on financing obligations

Operating lease

Financing obligations consist of payments related to the Loan and Security Agreement.

Operating lease obligations consist of obligations under non-cancelable operating leases for our offices, facilities and equipment.

The table above does not include amounts owed for purchases of capital equipment;

or fixed or minimum services under non-cancelable contracts.

Cash Flows Used in Operating Activities

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Net cash used in operating activities during the year ended December 31, 2024 was $50.6 million, primarily resulting from our net loss of $201.0 million, partially offset by non-cash expenses totaling $153.4 million.

Changes in operating assets and liabilities had a minimal impact on net cash used in operating activities for the year ended December 31, 2023.

Changes in operating assets and liabilities had a $3.1 million unfavorable impact on net cash used in operating activities for the year ended December 31, 2024.

Net cash used in operating activities during the year ended December 31, 2023 was $50.6 million, primarily resulting from our net loss of $75.1 million, partially offset by non-cash expenses totaling $25.0 million.

Changes in operating assets and liabilities had a minimal impact on net cash used in operating activities during the year ended December 31, 2022.

Cash used in operating activities was reduced by $12.1 million to $50.6 million during the year ended December 31, 2023, from $62.7 million during the year ended December 31, 2022.

Changes in operating assets and liabilities had a minimal impact on net cash used in operating activities for the year ended December 31, 2023.

Cash used in operating activities during the year ended December 31, 2024 of $50.6 million was virtually unchanged when compared to the year ended December 31, 2023.

Our net loss increased by $125.9 million to $201.0 million during the year ended December 31, 2024.

Non-cash charges impacting our net loss increased by $128.4 million to $153.4 million during the year ended December 31, 2024, from $25.0 million during the year ended December 31, 2023.

Changes in operating assets and liabilities had a minimal impact on the change in cash used in operating activities during the year ended December 31, 2023, compared to the year ended December 31, 2022.

Cash Flows Provided by (Used in) Investing Activities

Cash provided by investing activities during the year ended December 31 2023 totaled $0.8 million, resulting from $119.1 million of maturities of available-for -sale securities, partially offset by $9.1 million of purchases of property and equipment and $109.3 million of purchases of available-for-sale securities.

Cash used in investing activities during the year ended December 31, 2022 totaled $107.0 million, resulting from purchases of $22.7 million of property and equipment and $84.3 million of available-for-sale securities.

Changes in operating assets and liabilities had a $2.6 million unfavorable impact on the change in cash used in operating activities during the year ended December 31, 2024, compared to the year ended December 31, 2023.

Cash Flows (Used in) Provided by Investing Activities

Cash used in investing activities during the year ended December 31 2024 totaled $78.4 million, resulting from $224.8 million of purchases of available-for-sale securities and $11.1 million of purchases of property and equipment, offset in part by $157.5 million of maturities of available-for-sale securities.

Cash provided by investing activities during the year ended December 31 2023 totaled $0.8 million, resulting from $119.1 million of maturities of available-for-sale securities, offset in part by $9.1 million of purchases of property and equipment and $109.3 million of purchases of available-for-sale securities.

Investments in property and equipment relate primarily to process computing equipment, quantum computing refrigerators, and development tools for our chip fabrication facility.

Net cash provided by investing activities during the year ended December 31, 2023 improved by $107.8 million when compared to the year ended December 31, 2022, due to maturities of available-for-sale securities and decreased purchases of property and equipment.

Net cash provided by investing activities during the year ended December 31, 2024 decreased by $79.1 million when compared to the year ended December 31, 2023, due to higher purchases of available-for-sale securities and property and equipment, offset in part by higher maturities of available-for-sale securities.

Cash Flows Provided by Financing Activities

Cash provided by financing activities during the year ended December 31 , 2024 totaled $175.5 million, reflecting proceeds of $12.8 million, net of commissions, from the sale of 10.1 million shares of common stock to B.

Riley through our prior Purchase Agreement with B.

Riley, proceeds of $97.5 million, net of commissions, from the sale of 68.8 million shares of common stock under our ATM Agreement, proceeds of $96.0 million, net of commissions, from the sale of 50.0 million shares of common stock through a registered direct offering and proceeds of $0.6 million from the exercise of stock options and warrants.

The favorable impact from the various stock offerings was offset in part by principal repayments and prepayment and final payment fees of $23.3 million under the loan agreement we had with Trinity Capital Inc., net payments of $6.3 million for tax withholdings from sell-to-cover for equity award transactions and payments of $1.8 million for offering costs.

In connection with the repayments, prepayment and final payment fees under the loan agreement, we terminated the loan agreement.

Cash provided by financing activities during the year ended December 31 , 2023 totaled $13.2 million, reflecting $20.5 million of proceeds, net of commissions, from the sale of 13.4 million shares of common stock to B.

Riley through our prior Purchase Agreement with B.

Riley, and $1.1 million of proceeds from the exercise of stock options and warrants, offset in part by principal payments of $8.3 million under the Loan Agreement and payments of $0.1 million for deferred financing costs.

C ash provided by financing activities during the year ended December 31, 2022 totaled $215.5 million, reflecting $225.6 million of proceeds from the Business Combination and PIPE Investment, net of transaction costs, and offset by Rigetti transaction costs of $18.8 million, additional proceeds from the issuance of debt and warrants of $5.0 million associated with the Third Amendment to the Loan Agreement, proceeds from the exercise of stock options and warrants of $6.1 million, offset in part by payment of principal on notes payable of $1.3 million and payment of debt issuance costs and exit fees totaling $1.1 million.

Net cash provided by financing activities during the year ended December 31 , 2023 decreased by $202.2 million when compared to the year ended December 31 , 2022, largely due to the close of the Business Combination and PIPE Investment, net of transaction costs, during the year ended December 31 , 2022.

Riley, and proceeds of $1.1 million from the exercise of stock options and warrants, offset in part by principal repayments of $8.3 million under the loan agreement with Trinity Capital Inc.

and payments of $0.1 million for offering costs.

Net cash provided by financing activities during the year ended December 31 , 2024 increased by $162.2 million when compared to the year ended December 31 , 2023, largely due to an increase in sales of common stock under the ATM Agreement and registered direct offerings and sales of shares to B Riley, net of commissions and offering costs, offset in part by higher principal repayments and prepayment and final payment fees under the loan agreement with Trinity Capital, Inc.

and net payments of tax withholdings for sell-to-cover equity award transactions.

We expect to continue to finance our cash needs primarily through cash, cash equivalents and available-for-sale investments, potential securities financings or other capital sources.

Critical Accounting Policies and Estimates

Critical Accounting Estimates

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our consolidated financial statements included in this Annual Report on Form 10-K, which have been prepared in accordance with GAAP.

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Actual results may differ from these estimates.

While our significant accounting policies are described in the Notes to our consolidated financial statements for the year ended December 31, 2023, included elsewhere in this Annual Report on Form 10-K, we believe the following critical accounting policies and estimates are most important to understanding and evaluating our reported financial results.

Public and Private Warrants

Prior to the Business Combination, SNII issued 4,450,000 private placement warrants (“Private Warrants”) and 8,625,000 public warrants (“Public Warrants” and collectively, “Warrants”).

While our significant accounting policies are described in the Notes to our consolidated financial statements for the year ended December 31, 2024, included elsewhere in this Annual Report on Form 10-K, we believe the following critical accounting estimates are most important to understanding and evaluating our reported financial results.

Public Warrants and Private Warrants

As of December 31 2024, there were 13,074,972 Warrants outstanding, consisting of 1,992,102 Private Warrants and 11,082,870 Public Warrants.

Each whole warrant entitles the holder to purchase one share of our Common Stock at a price of $11.50 per share, subject to adjustments and will expire five years after the Merger or earlier upon redemption or liquidation.

Each whole warrant entitles the holder to purchase one share of our Common Stock at a price of $11.50 per share, subject to adjustments and will expire on March 2, 2027 at 5:00 p.m., New York City time or earlier upon redemption or liquidation.

The Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities.

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Therefore, the Private Warrants are not considered indexed to our stock and should be classified as a liability.

Since the Private Warrants meet the definition of a derivative, we recorded the Private Warrants as liabilities in the consolidated balance sheet at fair value upon the closing of the Business Combination, 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

was measured using the Black-Scholes option-pricing model at each measurement date.

Since the Private Warrants meet the definition of a derivative, we recorded the Private Warrants as liabilities in the consolidated balance sheet at fair value upon the closing of the Business Combination (described in Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K), 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 was measured using the Black-Scholes option-pricing model at each measurement date.

The Public Warrants also fail to meet the indexation guidance in ASC 815 and are accounted for as liabilities as the Public Warrants include a provision whereby in a scenario in which there is not an effective registration statement, the warrant holders have a cap, 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, 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 Monte Carlo Pricing Model.

On the consummation of the Business Combination, we recorded a liability related to the Private Warrants of $9.6 million, with an offsetting entry to additional paid-in capital .

As of December 31, 2023, the fair value of the Private Warrants decreased to $1.6 million, with the change in fair value of the derivative warrant liabilities recorded in the consolidated statements of operations each reporting period.

There are a number of variables impacting the Black-Scholes option-pricing model used to value the derivative liability for the Private Warrants.

The most impactful variable is the price of our Common Stock.

The derivative liability for the Private Warrants will correspondingly increase or decrease as the price of our Common Stock increases or decreases.

As of December 31, 2024 and December 31, 2023 the fair value of the derivative liability for the Private Warrants was $22.8 million and $1.6 million, respectively, with the change in the fair value of the derivative warrant liabilities recorded in the consolidated statements of operations each reporting period.

Similarly, on the consummation of the Business Combination, we recorded a liability related to the Public Warrants of $16.3 million, with an offsetting entry to additional paid-in capital.

As of December 31, 2023, the fair value of the Public Warrants decreased to $1.3 million with the change in fair value of derivative warrant liabilities recorded in the consolidated statements of operations each reporting period.

Other Derivative Warrant Liabilities

We currently do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

We evaluate all of our 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 Warrants and Private Warrants noted above, we also issued a total of 783,129 Trinity Warrants in conjunction with the Loan Agreement in 2021.

We utilized the Black-Scholes model to determine the inception date fair value of the Trinity Warrants of approximately $2.7 million which was recorded as part of Debt Issuance Cost.

The outstanding Trinity Warrants were subsequently remeasured at each reporting period using the Black-Scholes model until they were exercised, with the change in fair value recorded as a component of other income in the consolidated statements of operations.

On June 2, 2022, the 783,129 Trinity Warrants were exercised and the $6.4 million warrant liability was reclassified to equity.

We recorded a loss of $2.0 million from the change in the fair value of the warrant liability for the year ended December 31, 2022.

As of December 31, 2024 and December 31, 2023 the fair value of the derivative liability for the Public Warrants was $70.3 million and $1.3 million, respectively, with the change in the fair value of the derivative warrant liabilities recorded in the consolidated statements of operations each reporting period.

Earn-Out Liabilities

At Business Combination Closing, Supernova Sponsor subjected certain shares (“Sponsor Vesting Shares”) of Common Stock held by Supernova Sponsor and its permitted transferees (the “Sponsor Holders”) to forfeiture and vesting as of the Closing 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 Holders that remain unvested after the fifth anniversary of the Closing will be forfeited.

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”).

Upon the closing of the Business Combination, SNII, Supernova Partners II, LLC and SNII’s directors and officers (collectively the “Sponsor Holders”) subjected certain shares of our Common Stock that they own ( the “Sponsor Vesting Shares”) to forfeiture and vesting as of the Closing if thresholds related to the weighted average price of our 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 Holders that remain unvested after the fifth anniversary of the closing of the Business Combination will be forfeited.

The price thresholds for vesting under the sponsor support agreement are $12.50 and $15.00.

The 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 Holders include outcomes that are not solely indexed to our Common Stock.

The aggregate fair value of the Sponsor Vesting Shares at the time of the Business Combination Closing was estimated using a Monte Carlo simulation model and was determined to be $20.4 million.

As of December 31, 2023, 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 $2.2 million with the change in fair value of the earn-out liabilities recorded in the consolidated statements of operations each reporting period.

Forward Warrant Agreement

In connection with the execution of the Merger Agreement in October 2021, we entered into the Forward Warrant Agreement with 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 Ampere and us.

The collaboration agreement was entered into in January 2022.

Ampere was required to pay $5.0 million to us no later than the later of (i) the Closing and (ii) June 30, 2022.

On June 30, 2022, pursuant to the Forward Warrant Agreement, we 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 our Common Stock vested under the warrant and was immediately exercised by Ampere pursuant to the terms of the warrant.

Ampere was required to pay an additional $5.0 million to us no later than the closing date of the listing of Ampere’s capital stock on a stock exchange, provided that if the listing had not occurred by the second anniversary of the Forward Warrant Agreement (October 6, 2023), Ampere was not obligated to make the additional payment and we were not obligated to issue the remaining shares underlying the warrants.

Ampere’s obligation to make the additional $5.0 million payment has now expired.

We filed a registration statement, pursuant to a Registration Rights Agreement with Ampere, registering the resale of the initial 500,000 shares issued under the warrant which was declared effective during the year ended December 31, 2022.

We evaluated the Forward Warrant Agreement as a derivative in accordance with the guidance of ASC 480, “Distinguishing Liabilities from Equity”.

We calculated the fair value of the Forward Warrant Agreement by using the Forward Contract Pricing methodology at inception.

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 specified in the agreement.

Based on these inputs and assumptions, we calculated the fair value of the Forward Warrant Agreement to be $2.2 million as of December 31, 2022 and we included the derivative as a forward contract asset in the accompanying consolidated balance sheet as of December 31, 2022.

For the year ended December 31, 2023, we reduced the value of the Forward Warrant Agreement to zero because Ampere’s obligation to make the additional payment under the Forward Warrant Agreement expired without taking effect.

The change in the fair value of the Forward Warrant Agreement was recorded as part of selling, general and administrative expenses in our consolidated statements of operations each reporting period until it expired.

The aggregate fair value of the Sponsor Vesting Shares at the time of the closing of the Business Combination was estimated using a Monte Carlo simulation model and was determined to be $20.4 million.

There are a number of variables impacting the Monte Carlo simulation model used to value the Earn-Out liability.

The most impactful variable is the price of our Common Stock.

The Earn-out liability will correspondingly increase or decrease as the price of our Common Stock increases or decreases.

As of December 31, 2024, the Earn-Out Triggering Events were not achieved for any of the Sponsor Vesting Shares.

As of December 31, 2024 and December 31, 2023, the fair value of the earn-out liabilities was $45.9 million and $2.2 million, respectively, with the change in the fair value of the earn-out liabilities recorded in the consolidated statements of operations each reporting period.

The $12.50 vesting condition for 2,479,000 shares of Common Stock held by the Sponsor Holders was satisfied in February 2025.

Revenue Recognition

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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 Rigetti quantum computing systems (i.e., quantum computing subscriptions) is recognized on a ratable basis over the subscription term, which can range from six months to two years.

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.

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Revenue related to the sale of QPUs and custom quantum computing components is recognized at a point in time, and upon customer acceptance for custom quantum computing components.

Our fixed fee development contracts vary in term from one to five years, with the majority of such contracts having a term of 18 months to two years.

Our fixed fee development contracts vary in term from one to five years, with the majority of such contracts having a term of six months to two years.

When establishing the pricing for our fixed fee arrangements, we determine the pricing based on estimated costs to complete and expected margins taking into account the scope of work outlined within the contract being evaluated and our historical experience with similar services and contracts.

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In accordance with ASC No.

250, Accounting Changes and Error Corrections, any changes in estimates are reflected in our consolidated statements of operations in the period in which the circumstances that give rise to the revision become known to management.

250, Accounting

Changes and Error Corrections, any changes in estimates are reflected in our consolidated statements of operations in the period in which the circumstances that give rise to the revision become known to management.

To date, we have not experienced any changes in estimates that have had a material impact on our results from operations or financial position.

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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.

Our contracts with customers may include renewal or other options at fixed prices.

Our contracts with customers may include renewal, upgrade rights 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 our assessment of standalone selling prices, we determined that there were no significant material rights provided to our customers requiring separate recognition.

Goodwill Impairment Review

In December 2022, we tested our goodwill for impairment.

See Note 8 – Goodwill of our consolidated financial statements for the year ended December 31, 2023 included elsewhere in this Annual Report on Form 10-K for additional information on how the impairment was measured.

We have determined that the Company is a single reporting unit.

As such, management estimated the fair value of the Company based on its market capitalization as of December 31, 2022, as adjusted for a control premium based on recent market comparable transactions.

Based on our analysis, we determined that the carrying value of the Company (stockholder’s equity) exceeded its fair value.

As a result, we recorded a non-tax-deductible goodwill impairment charge of $5.4 million for the year ended December 31, 2022.

No goodwill impairment charges were recorded for the year ended December 31, 2023.

Based on our assessment of standalone selling prices, we determined that certain of the Company’s sales contracts for the Novera QPU contain material upgrade rights which have been deferred.

Recently Issued Accounting Pronouncements

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Therefore, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

Following the Business Combination, we still qualify as an emerging growth company and plan to take advantage of the extended transition period that emerging growth company status permits.

Following the Business Combination (described in Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K), we still qualify as an emerging growth company and plan to take advantage of the extended transition period that emerging growth company status permits.

During the extended transition period, it may be difficult or impossible to compare our financial results with the financial results of another public company that complies with public company effective dates for accounting standard updates because of the potential differences in accounting standards used.

We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2026, the last day of our first fiscal year following the fifth anniversary of the completion of SNII’s initial public offering, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.24 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

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

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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 7. Management’s Discussion and Analysis