5 unchanged sentences
Report of Independent Registered Public Accounting Firm (PCAOB ID # 243 )
−Removed: Consolidated Financial Statements
Consolidated Balance Sheets
10 unchanged sentences
We have audited the accompanying consolidated balance sheets of Rigetti Computing, Inc.
−Removed: (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
+Added: (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
21 unchanged sentences
Cash and cash equivalents
−Removed: Available-for-sale investments
+Added: Available-for-sale investments - short-term
Accounts receivable
−Removed: Prepaid expenses and other current assets
−Removed: Forward contract—assets
−Removed: Deferred offering costs
+Added: Prepaid expenses
+Added: Other current assets
Total current assets
+Added: Available-for-sale investments - long-term
Property and equipment, net
4 unchanged sentences
Accrued expenses and other current liabilities
−Removed: Deferred revenue
+Added: Current portion of deferred revenue
Current portion of debt
2 unchanged sentences
Debt, less current portion
+Added: Deferred revenue, less current portion
Operating lease liabilities, less current portion
7 unchanged sentences
Additional paid-in capital
−Removed: Accumulated other comprehensive income (loss)
+Added: Accumulated other comprehensive income
Accumulated deficit
11 unchanged sentences
Selling, general and administrative
−Removed: Goodwill impairment
Restructuring
6 unchanged sentences
Change in fair value of earn-out liabilities
−Removed: Transaction costs
−Removed: Total other (expense) income, net
+Added: Loss on extinguishment of debt
+Added: Total other expense, net
Net loss before provision for income taxes
7 unchanged sentences
Year Ended December 31,
−Removed: Other comprehensive income (loss):
+Added: Other comprehensive (loss) income:
Foreign currency translation adjustments
−Removed: Unrealized gains (losses) on available-for-sale debt securities
−Removed: Total other comprehensive income (loss) before income taxes
−Removed: Total other comprehensive income (loss) after income taxes
+Added: Unrealized gains on available-for-sale debt securities
+Added: Total other comprehensive (loss) income before income taxes
+Added: Total other comprehensive (loss) income after income taxes
Total comprehensive loss
1 unchanged sentence
RIGETTI COMPUTING, INC.
−Removed: CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
+Added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
−Removed: Redeemable Convertible
−Removed: Stockholders’
−Removed: Preferred Stock*
−Removed: Common Stock*
Comprehensive
+Added: Stockholders’
+Added: Income (Loss)
Balance at December 31, 2022
−Removed: Issuance of common stock upon conversion of legacy Series C and Series C‑1 preferred stock in connection with the Business Combination (Note 3)
Issuance of common stock upon exercise of stock options
Issuance of common stock upon exercise of common stock warrants
−Removed: Issuance of common stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities
Issuance of common stock upon release of RSUs
−Removed: Reclassification of loan and security agreement warrants to equity
−Removed: Settlement of the first tranche of forward contract
+Added: Proceeds from sale of common stock pursuant to the Common Stock Purchase Agreement - B.
Capitalization of deferred costs to equity upon share issuance
−Removed: Issuance of common stock pursuant to the Common Stock Purchase Agreement - B.
Stock-based compensation
Foreign currency translation gain
−Removed: Change in unrealized gain (loss) on available-for-sale securities
+Added: Change in unrealized gains on available-for-sale securities
Balance, December 31, 2023
3 unchanged sentences
Proceeds from sale of common stock pursuant to the Common Stock Purchase Agreement - B.
+Added: Proceeds from sale of common stock through At-The-Market (ATM) Offering
+Added: Proceeds from sale of common stock through registered direct offering
Capitalization of deferred costs to equity upon share issuance
Stock-based compensation
−Removed: Foreign currency translation gain
−Removed: Change in unrealized gain (loss) on available-for-sale securities
+Added: Foreign currency translation loss
+Added: Change in unrealized gains on available-for-sale securities
Balance, December 31, 2024
−Removed: Shares of legacy Redeemable Convertible Series C Preferred Stock, Redeemable Convertible Series C-1 Preferred Stock, legacy Class A Common Stock, and legacy Class B Common Stock have been retroactively restated to give effect to the Business Combination.
See accompanying notes to consolidated financial statements.
12 unchanged sentences
Accretion of available-for-sale securities
−Removed: Amortization of debt issuance costs, commitment fees and accretion of debt end-of-term liabilities
+Added: Loss on extinguishment of debt
+Added: Amortization of debt issuance costs, commitment fees and accretion of final payment fees
Non-cash lease expense
−Removed: Goodwill impairment
Changes in operating assets and liabilities:
4 unchanged sentences
Accrued expenses and operating lease liabilities
−Removed: Other liabilities
Net cash used in operating activities
3 unchanged sentences
Maturities of available-for-sale securities
−Removed: Net cash provided by (used in) investing activities
+Added: Net cash (used in) provided by investing activities
Cash flows from financing activities:
−Removed: Proceeds from Business Combination, net of transaction costs paid
−Removed: Transaction costs paid directly by Rigetti
−Removed: Proceeds from issuance of notes payable
−Removed: Payments of principal of notes payable
−Removed: Payments of debt issuance costs
−Removed: Payment of loan and security agreement exit fees
−Removed: Payments of offering costs
+Added: Principal repayments and prepayment and final payment fees of notes payable
+Added: Net payments of tax withholdings on sell-to-cover equity award transactions
Proceeds from sale of common stock through Common Stock Purchase Agreement
+Added: Proceeds from sale of common stock through At-The-Market (ATM) Offering
+Added: Proceeds from sale of common stock through registered direct offering
+Added: Payments of offering costs
Proceeds from issuance of common stock upon exercise of stock options and warrants
1 unchanged sentence
Effects of exchange rate changes on cash and cash equivalents
−Removed: Net (decrease) increase in cash and cash equivalents
+Added: Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents – beginning of period
3 unchanged sentences
Non-cash investing and financing activities:
−Removed: Initial fair value of earn-out liability acquired in merger
−Removed: Initial fair value of private placement and public warrant liability acquired in merger
−Removed: Reclassification of loan and security agreement warrants to equity
−Removed: Settlement of the first tranche of forward contract
Capitalization of deferred costs to equity upon share issuance
1 unchanged sentence
Purchases of property and equipment recorded in accrued expenses
−Removed: Unrealized Gain (Loss) on short term investments
−Removed: Right-of-use assets recorded on adoption of ASU 2016‑02
−Removed: Operating lease liabilities recorded on adoption of ASU 2016‑02
−Removed: Lease liabilities arising from obtaining right-of-use assets
+Added: Non-cash addition to operating lease right-of-use assets and lease liability
+Added: Unrealized gain on short term investments
See accompanying notes to consolidated financial statements.
15 unchanged sentences
(“Legacy Rigetti”) and Supernova Partners Acquisition Company II, Ltd.
−Removed: (“SNII”) was completed (the “Business Combination”, see Note 3).
+Added: (“SNII”) was completed (the “Business Combination”).
In connection with the closing of the Business Combination, the Company changed its name to Rigetti Computing, Inc.
and all of SNII Class A ordinary shares and SNII Class B ordinary shares automatically converted into shares of common stock, par value $ 0.0001 , of the Company (the “Common Stock”) on a one -for-one basis.
−Removed: The SNII Public Warrants and the Private Warrants held by SNII became warrants for Common Stock.
+Added: The SNII Public Warrants and the SNII Private Warrants became warrants for Common Stock.
The Company’s Common Stock and Public Warrants trade on the Nasdaq Capital Market under the ticker symbols “RGTI” and “RGTIW,” respectively.
−Removed: For more information on this transaction, see Note 3.
The Company determined that Legacy Rigetti was the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (ASC) 805, Business Combination.
−Removed: The determination was primarily based on the following facts:
−Removed: ● Former Legacy Rigetti stockholders have a controlling voting interest in the Company;
−Removed: ● The Company’s board of directors as of immediately after the closing is comprised of eight board members, six seats occupied by previous Rigetti board members and one seat being occupied by a previous Supernova representative.
−Removed: The eighth seat at the time was filled by an individual who did not have ties to either Rigetti or Supernova pre–Business Combination;
−Removed: ● Legacy Rigetti management continued to hold executive management roles for the post-combination company and be responsible for the day-to-day operations.
Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Rigetti issuing stock for the net assets of SNII, accompanied by a recapitalization.
3 unchanged sentences
While SNII was the legal acquirer in the Business Combination because Legacy Rigetti was deemed the accounting acquirer, the historical financial statements of Legacy Rigetti became the historical financial statements of the combined company, upon the consummation of the Business Combination.
−Removed: As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Rigetti prior to the Business Combination;
−Removed: (ii) the combined results of SNII and Legacy Rigetti following the closing of the Business Combination;
−Removed: (iii) the assets and liabilities of Legacy Rigetti at their historical cost;
−Removed: and (iv) the Company’s equity structure for all periods presented.
−Removed: The equity structure has been retroactively restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s Common Stock, issued to Legacy Rigetti shareholders and Legacy Rigetti convertible preferred shareholders in connection with the Business Combination.
−Removed: As such, the shares and corresponding capital amounts and earnings per share related to Legacy Rigetti redeemable convertible preferred stock and Legacy Rigetti Common Stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination.
Risks and Uncertainties
−Removed: The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional capital (or financing) to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology.
+Added: The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the potential need for additional capital (or financing) in the future, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology.
Based on the Company’s forecasts, the Company believes that its existing cash and cash equivalents and available for sale investments should be sufficient to meet its anticipated operating cash needs for at least the next 12 months from the issuance date of these financial statements based on the Company’s current business plan and expectations and assumptions considering current macroeconomic conditions.
Macroeconomic Conditions
−Removed: 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.
−Removed: and worldwide resulting from the effects of inflation and interest rates.
−Removed: 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.
−Removed: 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.
−Removed: If these conditions persist and deepen, the Company could experience an inability to access additional capital, or its liquidity could otherwise be impacted.
+Added: Results of the Company’s operations have varied and may continue to vary based in part on the impact of changes in the domestic or global economy.
+Added: Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, inflation, financial and credit market fluctuations, international trade relations and tariffs, pandemics, political turmoil, natural catastrophes, warfare, and terrorist attacks in the United States or elsewhere, could negatively affect the Company’s business, including progress toward the development of quantum computing.
+Added: It is not possible at this time to estimate the long-term impact that these and related events could have on the Company’s business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted.
+Added: If these conditions persist and deepen, the Company could experience an inability to access additional capital if needed, or its liquidity could otherwise be impacted.
If the Company is unable to raise capital when needed and on attractive terms, it would be forced to delay, reduce or eliminate its research and development programs and other efforts.
13 unchanged sentences
These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenues and expenses during the reporting period.
−Removed: Such management estimates include, but are not limited to, the fair value of share-based awards, the fair value of derivative warrant liabilities, the fair value of Sponsor Vesting Shares issued in connection with the Business Combination (See Note 3), accrued liabilities and contingencies, depreciation and amortization periods, revenue recognition and accounting for income taxes.
+Added: Such management estimates include, but are not limited to, the fair value of share-based awards, the fair value of derivative warrant liabilities, the fair value of Sponsor Vesting Shares issued in connection with the Business Combination, accrued liabilities and contingencies, depreciation and amortization periods, revenue recognition and accounting for income taxes.
Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment and adjusts when facts and circumstances dictate.
1 unchanged sentence
therefore, actual results could differ from those estimates.
−Removed: Reclassifications
−Removed: Sales and marketing expenses became less significant following the reduction in workforce and strategic realignment the Company announced in February 2023.
−Removed: For this reason, sales and marketing and general administrative expenses have been combined and are now reported as selling, general and administrative.
−Removed: Related amounts for all prior periods have been reclassified to conform with this presentation.
−Removed: Operating segments are defined as components of an entity for which discrete financial information is available and that information is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance.
−Removed: The Company’s Chief Executive Officer is its CODM, who has ultimate responsibility for the operating performance of the Company and the allocation of resources.
−Removed: The Company’s CODM allocates resources and assesses financial performance based upon discrete financial information presented on a consolidated basis.
−Removed: There are no segment managers who are held accountable by the CODM, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level.
−Removed: As such, the Company has determined that it operates in one operating and reportable segment.
+Added: Our Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level.
+Added: Accordingly, our CODM uses consolidated net loss to measure segment profit or loss, allocate resources and assess performance.
+Added: Further, the CODM reviews and utilizes natural expenses such as employee wages and benefits at a consolidated level and capital expenditures including asset additions to manage the Company’s operations and strategic growth initiatives.
+Added: Other segment items include restructuring costs, write-offs of the Ampere Computing forward warrant agreement asset and deferred offering costs, changes in fair value of derivative warrant liabilities and earnout liabilities and other operational expenses which are reflected in the consolidated statements of operations.
Foreign Currency Translation and Transactions
6 unchanged sentences
Comprehensive Loss
−Removed: Comprehensive loss consists of two components including net loss and total other comprehensive income (loss) after taxes.
−Removed: The Company’s total other comprehensive income (loss) consists of foreign currency translation adjustments that result from consolidation of its foreign subsidiaries and unrealized gain or loss on available-for-sale securities.
+Added: Comprehensive loss consists of two components including net loss and total other comprehensive (loss) income after taxes.
+Added: The Company’s total other comprehensive (loss) income consists of foreign currency translation adjustments that result from consolidation of its foreign subsidiaries and unrealized gains on available-for-sale debt securities.
Cash and Cash Equivalents
The Company considers all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents.
−Removed: Cash and cash equivalents consist of funds maintained in demand deposit accounts and money market accounts.
+Added: Cash and cash equivalents consist of funds maintained in demand deposit accounts, money market accounts and a U.S.
+Added: treasury security.
Cash and cash equivalent balances, at times, may exceed federally insured limits.
18 unchanged sentences
The Company is not party to any off-balance sheet arrangements that would require an allowance for credit losses.
−Removed: As of December 31, 2023 and December 31, 2022, respectively, the Company does not have any allowances for credit losses.
+Added: As of both December 31, 2024 and December 31, 2023, the Company does not have any allowances for credit losses.
Prepaid Expenses and Other Current Assets
1 unchanged sentence
Deferred Offering Costs
−Removed: The Company capitalizes certain legal, accounting, and other third-party fees that are directly associated with the Business Combination or issuance of shares under a registration statement filed with the SEC.
−Removed: After consummation of the Business Combination or issuance of shares, costs allocated to equity-classified instruments are recorded as a reduction to additional paid-in capital.
+Added: The Company capitalizes certain legal, accounting, and other third-party fees that are directly associated with the issuance of shares under a registration statement filed with the SEC.
+Added: After consummation of an issuance of shares, costs allocated to equity-classified instruments are recorded as a reduction to additional paid-in capital.
The Company expenses costs allocated to liability-classified instruments.
−Removed: The Company incurred $ 2.3 million of offering costs for the year ended December 31, 2022, which were related to filing new registration statements with the SEC after the close of the Business Combination.
−Removed: These costs were incremental to those disclosed in Note 3.
−Removed: Included in this amount were $ 0.7 million of offering costs which were deferred as of December 31, 2022, relating to the Purchase Agreement described in Note 14.
−Removed: The Company was not able to sell common stock under the Purchase Agreement for an extended period in early 2023 while its share price was trading below $ 1.00 per share.
−Removed: As a result, the Company recognized $ 0.8 million of impairment charges in 2023 for previously deferred offering costs, primarily related to the Purchase Agreement, which were recorded as selling, general and administrative expense in the accompanying consolidated statement of operations.
Property and Equipment, Net
11 unchanged sentences
When such events or changes in circumstances occur, the Company performs an undiscounted cash flow analysis to determine if an impairment exists and, if so, an impairment loss would be recorded based on the excess of the carrying amount of the asset (asset group) over its fair value.
−Removed: During the years ended December 31, 2023 and December 31, 2022, respectively, the Company determined there were triggering events related to share price declines or expected near term losses and an undiscounted cash flow analysis was performed.
+Added: During each of the years ended December 31, 2024 and December 31, 2023, the Company determined there were triggering events related to share price declines or expected near term losses and an undiscounted cash flow analysis was performed.
Based on the results of this analysis, the Company’s long-lived assets were not impaired and no impairment charges were recorded.
1 unchanged sentence
Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.
−Removed: Lease payments consist primarily of the fixed payments under the arrangement.
−Removed: The Company generally uses an incremental borrowing rate estimated based on the information available at the lease commencement date to determine the present value of lease payments unless the implicit rate is readily determinable.
+Added: Lease payments consist primarily of the fixed payments under the arrangement.The Company generally uses an incremental borrowing rate estimated based on the information available at the lease commencement date to determine the present value of lease payments unless the implicit rate is readily determinable.
Lease expense for lease payments is recognized on a straight-line basis over the lease term.
3 unchanged sentences
Operating leases are included in operating lease right-of-use assets, current portion of operating lease liabilities, and operating lease liabilities, less current portion in the accompanying consolidated balance sheets.
−Removed: Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in a business combination.
−Removed: Goodwill has an indefinite useful life and is not amortized.
−Removed: The Company reviews its goodwill for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of the Company may exceed its fair value.
−Removed: The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill.
−Removed: If that is the case, the Company performs a quantitative impairment test, and, if the carrying amount of the Company exceeds its fair value, then the Company will recognize an impairment charge for the amount by which its carrying amount exceeds its fair value, not to exceed the carrying amount of the goodwill.
−Removed: The Company determined a triggering event existed in the fourth quarter of 2022 resulting from the sustained decline in the Company’s stock price.
−Removed: A quantitative impairment test was performed and as a result, the Company recognized a $ 5.4 million goodwill impairment charge for the year ended December 31, 2022.
−Removed: The Company’s goodwill was fully written-off as of December 31, 2022.
Deferred Financing Costs
2 unchanged sentences
Public and Private Warrants
−Removed: At the Closing Date of the Business Combination, SNII had 4,450,000 Private Warrants and 8,625,000 Public Warrants outstanding.
−Removed: Each whole warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $ 11.50 per share, subject to adjustments, and will expire five years after the Business Combination or earlier upon redemption or liquidation.
+Added: Each whole warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $ 11.50 per share, subject to adjustments, and will expire 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.
1 unchanged sentence
Therefore, the Private Warrants are not considered indexed to the Company’s stock and should be classified as a liability.
−Removed: Since the Private Warrants meet the definition of a derivative, the Company recorded the Private Warrants as liabilities in the consolidated balance sheet at fair value upon the closing, with subsequent changes in the fair value recognized in the consolidated statements of operations at each reporting date.
+Added: Since the Private Warrants meet the definition of a derivative, the Company records the Private Warrants as liabilities in the consolidated balance sheet at fair value upon, with subsequent changes in the fair value recognized in the consolidated statements of operations at each reporting date.
The fair value of the Private Warrants are measured using the Black-Scholes option-pricing model.
2 unchanged sentences
See Notes 4 and 9 for further information regarding the fair value of the Public and Private Warrants.
−Removed: Derivative Warrant Liabilities
−Removed: The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.
−Removed: The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815, at the initial recognition date.
−Removed: Other than the Public and Private Warrants noted above, the Company also issued warrants to Trinity Capital which were recognized as derivative liabilities in accordance with ASC 815.
−Removed: Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period until exercised.
−Removed: The fair value of the warrant liabilities issued were initially measured using the Black- Scholes model and are subsequently remeasured at each reporting period with changes recorded as a component of other income (expense), net in the consolidated statements of operations.
−Removed: During the year ended December 31, 2022 these warrants were exercised and are no longer outstanding.
Earn-Out Liabilities
16 unchanged sentences
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.
−Removed: Revenue related to subscription-based access to (“QCaaS”) is recognized over time as access to the systems is provided on a ratable basis over the subscription term, which can range from six months to two years .
+Added: Revenue related to subscription-based access to (“QCaaS”) is recognized over time as access to the systems is provided on a ratable basis over the subscription term, which can range from monthly to two years .
This time-based input measure of progress provides a faithful depiction of the transfer of the services because the benefits the customer obtains generally equals the benefit from its access to the systems throughout the subscription term.
3 unchanged sentences
Development contracts are generally multi-year, non-recurring arrangements in which the Company provides professional services regarding practical applications of quantum computing to technology and business problems within the customer’s industry or organization and assists the customer in developing quantum algorithms and applications that will provide commercial value to the customer in areas of business interest.
−Removed: Development contracts are typically fixed fee arrangements invoiced on a milestone basis but may also be invoiced on a time and materials or cost reimbursement basis in certain cases.
+Added: Development contracts are generally fixed fee arrangements invoiced on a milestone basis but may also be invoiced on a time and materials or cost reimbursement basis in certain cases.
Revenue related to development contracts and other services is recognized over time based on completed milestones or hours or costs incurred as appropriate.
11 unchanged sentences
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.
−Removed: 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.
−Removed: Based on the Company’s assessment of standalone selling prices, the Company determined that there were no significant material rights provided to its customers requiring separate recognition.
+Added: Judgment is required to determine the standalone selling price for each renewal or other option to determine whether the renewal or other option pricing is reflective of standalone selling price or is reflective of a discount that would provide the customer with a material right.
+Added: Certain of the Company’s sales contracts for the Novera QPU contain material upgrade rights which have been deferred.
The timing of revenue recognition may not align with the right to invoice the customer.
13 unchanged sentences
Cost of revenue consists of direct and indirect costs associated with providing its QCaaS offerings, sales of QPUs and custom computing components, and development contracts and other services.
−Removed: Cost of revenue includes employee
−Removed: related costs, material costs and an allocation of facility costs, depreciation and amortization associated with the delivery of goods and services to customers.
+Added: Cost of revenue includes employee related costs, material costs and an allocation of facility costs, depreciation and amortization associated with the delivery of goods and services to customers.
Research and Development
8 unchanged sentences
A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
−Removed: As of December 31, 2023 and December 31, 2022, respectively, the Company has recorded a full valuation allowance against its deferred tax assets.
+Added: As of December 31, 2024 and December 31, 2023 the Company has recorded a full valuation allowance against its deferred tax assets.
The Company recognizes the effect of income tax positions only if it is more likely than not that those positions will be sustained.
4 unchanged sentences
Basic net loss per common share is computed by dividing the net loss available to common stockholders (the numerator) by the weighted average number of common shares outstanding (the denominator) during the period.
−Removed: Diluted net loss per common share is computed by dividing the net loss available to Common Stockholders adjusted by any preferred stock dividends declared during the period by the weighted average number of common shares and potential common shares outstanding when the impact is not antidilutive.
−Removed: Potential common shares from stock options, unvested restricted stock units and Common Stock warrants are computed using the treasury stock method, while those from convertible Series C and C-1 Preferred Stock are computed using the if-converted method.
+Added: Diluted net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares and potential common shares outstanding when the impact is not antidilutive.
+Added: Potential common shares from stock options, unvested restricted stock units and common stock warrants are computed using the treasury stock method.
Contingently issuable shares are included in basic net loss per share only when there is no circumstance under which those shares would not be issued.
−Removed: Shares issuable for little or no cash consideration shall be considered outstanding common shares and included in the computation of basic net loss per share.
+Added: Shares issuable for little or no cash consideration shall be considered outstanding common shares and included in the computations of basic and diluted net loss per share.
Stock-Based Compensation
1 unchanged sentence
The Company’s share-based compensation awards are all equity-classified and consist of stock options, restricted stock units (“RSU”) and restricted stock awards (“RSA”).
−Removed: Most stock options have service vesting conditions ranging from 1 to 5 years .
−Removed: Some stock options include both market-based and service based vesting conditions.
−Removed: Most RSUs granted under the Rigetti Computing, Inc.
−Removed: 2022 Equity Incentive Plan (the “2022 Plan”) have service vesting conditions ranging from 1 to 4 years .
−Removed: Some RSUs granted under the 2022 plan include both market-based and service-based vesting conditions.
−Removed: RSUs granted under the Rigetti & Co., Inc.
−Removed: 2013 Equity Incentive Plan (the “2013 Plan”) have a 4 -year service vesting condition and a performance condition linked to the occurrence of a liquidity event defined as a change-in-control event, successful initial public offering, or successful merger with a special purpose acquisition company, which was satisfied at the Closing.
−Removed: RSAs are fully vested on the grant date.
+Added: Most stock options and RSUs have a service-based vesting condition ranging from 1 to 5 years .
+Added: Some stock options and RSUs include both a market-based and service-based vesting condition.
+Added: RSAs are fully vested on the date of grant.
The Company occasionally issues awards that might have different vesting conditions.
−Removed: Compensation expense is based on the grant-date fair value of the awards and recognized over the requisite service period using a straight-line method for awards that have a service only vesting condition.
−Removed: Compensation expense for awards with service and performance and/or market conditions is recognized using a graded vesting method.
−Removed: Compensation expense for RSAs is recognized fully on the grant date.
−Removed: Compensation expenses for awards with a market condition are recognized over the requite service period regardless of whether the market condition is met unless the service requirement is not met.
+Added: Compensation expense is based on the grant-date fair value of the awards and recognized over the requisite service period using a straight-line method for awards that have a service-based vesting condition.
+Added: Compensation expense for awards with a market-based vesting condition is recognized over the requisite service period regardless of whether the market condition is met, unless the underlying service requirement is not met.
+Added: Compensation expense for RSAs is recognized fully on the date of grant.
The Company has elected to account for forfeitures of employee stock awards as they occur.
+Added: The Company intends to issue new shares for all equity based awards.
Concentrations of Credit Risk
−Removed: Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments in the form of U.S government agency bonds and corporate bonds, and trade accounts receivable.
−Removed: The Company’s cash and cash equivalents and short-term investments are placed with high-credit-quality financial institutions, and at times exceed federally insured limits.
−Removed: To date, the Company has not experienced any credit loss relating to its cash and cash equivalents or short-term investments.
+Added: Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable.
+Added: The Company’s cash and cash equivalents are placed with high-credit-quality financial institutions, and at times exceed federally insured limits.
+Added: To date, the Company has not experienced any credit loss relating to its cash and cash equivalents.
Fair Value Measurements
8 unchanged sentences
The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.
+Added: Balance Sheet Reclassifications
+Added: Certain balance sheet accounts from the prior period have been reclassified to conform with the current period presentation.
Recently Adopted Accounting Pronouncements
−Removed: In 2016, the FASB issued ASU 2016-13 “ Financial Instruments - Credit Losses” which (i) significantly changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to an expected loss model which will be based on an estimate of current expected credit loss;
−Removed: and (ii) provides for recording credit losses on available-for-sale debt securities through an allowance account.
−Removed: The standard also requires certain incremental disclosures.
−Removed: Subsequently, the FASB issued several ASUs to clarify, improve, or defer the adoption of ASU 2016-13.
−Removed: The Company adopted ASU 2016-13 on January 1, 2023.
−Removed: The Company determined that the adoption of this standard did not result in a material impact to the consolidated financial statements.
+Added: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
+Added: 2020-06, Debt - (Topic 815) (“ASU No.
+Added: 2020-06”), which simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity.
+Added: 2020-06 was effective for the Company as of January 1, 2024.
+Added: The Company determined that the adoption of this standard did not have a material impact on the consolidated financial statements.
+Added: In November 2023, the FASB issued ASU No.
+Added: 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures” (“ASU No.
+Added: 2023-07 updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.
+Added: 2023-07 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.
+Added: 2023-07 was effective for the Company for the year ended December 31, 2024, and interim periods within fiscal years beginning after December 15, 2024.
+Added: As a result of the Company’s adoption of ASU No.
+Added: 2023-07, additional disclosures were included in Note 2 “Summary of Significant Accounting Policies” and Note 16 “Segments, Geographical Information, Concentrations and Significant Customers”.
Recently Issued Accounting Pronouncements Not Yet Adopted
1 unchanged sentence
The FASB issued this update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820.
−Removed: The ASU is effective for the Company after December 15, 2024, and interim periods within those fiscal years, with early adoption permitted.
+Added: ASU 2022-03 is effective for the Company for annual periods beginning after December 15, 2024, and interim periods within those fiscal years, with early adoption permitted.
The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.
−Removed: In August 2020, the FASB issued ASU No.
−Removed: 2020-06, Debt - (Topic 815) (“ASU No.
−Removed: 2020-06”), which simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity.
−Removed: 2020-06 is effective for the Company as of January 1, 2024.
−Removed: The Company determined that the adoption of this standard will not result in a material impact on the consolidated financial statements.
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.
−Removed: 2023-07, Improvements to Reportable Segment Disclosures (Topic 280).
−Removed: This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.
−Removed: This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.
−Removed: The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
−Removed: Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.
−Removed: Early adoption is also permitted.
−Removed: This ASU will likely result in us including the additional required disclosures when adopted.
+Added: In December 2023, the FASB issued ASU 2023-09, “Income Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid.
+Added: ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2024 on a prospective basis.
+Added: Retrospective application is also permitted.
The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.
−Removed: In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid.
−Removed: This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted.
+Added: In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures:
+Added: Disaggregation of Income Statement Expenses,” which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the footnotes to the financial statements for both annual and interim periods.
+Added: ASU 2024-03 is effective for the Company for annual periods beginning after December 15, 2026, and interim reporting periods within annual periods beginning after December 15, 2027.
+Added: Early adoption is permitted.
The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.
−Removed: ( 3) Business Combination
−Removed: As discussed in Note 2, on March 2, 2022, the Business Combination was completed.
−Removed: Pursuant to the Company’s certificate of incorporation, as amended on March 2, 2022, the Company is authorized to issue 1,000,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $ 0.0001 , of the Company (the “Preferred Stock”).
−Removed: The holders of shares of Common Stock are entitled to one vote for each share of Common Stock held.
−Removed: The Preferred Stock is non-voting.
−Removed: No shares of Preferred Stock were issued and outstanding as of December 31, 2023 and December 31, 2022, respectively.
−Removed: On March 1, 2022, prior to the Closing, as 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 SNII, Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Legacy Rigetti and following approval by SNII’s shareholders at an extraordinary general meeting of shareholders held on February 28, 2022 (the “Extraordinary General Meeting”), SNII filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation (the “Certificate of Incorporation”) and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SNII was domesticated and continues as a Delaware corporation, changing its name to “Rigetti Computing, Inc.”
−Removed: As a result of and upon the effective time of the Domestication (which occurred on March 1, 2022), among other things (1) each then issued and outstanding Class A ordinary share, par value $ 0.0001 per share, of SNII (“SNII Class A ordinary share”) converted automatically, on a one -for-one basis, into a share of Common Stock;
−Removed: (2) each then issued and outstanding Class B ordinary share, par value $ 0.0001 per share, of SNII (“SNII Class B ordinary share”) converted automatically, on a one -for-one basis, into a share of Common Stock;
−Removed: (3) each then issued and outstanding whole warrant of SNII to purchase one SNII Class A ordinary share converted automatically into a Public Warrant to acquire one share of Common Stock at an exercise price of $ 11.50 per share pursuant to the Warrant Agreement, dated March 1, 2021, between SNII and American Stock Transfer & Trust Company, as warrant agent;
−Removed: and (4) each then issued and outstanding unit of SNII (the “SNII Units”) was separated and converted automatically into one share of Common Stock and one-fourth of one Warrant.
−Removed: Immediately prior to the effective time of the Business Combination, each share of Legacy Rigetti’s Series C preferred stock and Series C-1 preferred stock (collectively, the “Legacy Rigetti Preferred Stock”) with Par Value of $ 0.000001 converted into shares of Common Stock of Legacy Rigetti (“Legacy Rigetti Common Stock”) in accordance with the Amended and Restated Certificate of Incorporation of Legacy Rigetti (such conversion, the “Legacy Rigetti Preferred Conversion”).
−Removed: As a result of the Business Combination, among other things (1) all outstanding shares of Legacy Rigetti Common Stock as of immediately prior to the Closing (including Legacy Rigetti Common Stock resulting from the Legacy Rigetti Preferred Stock Conversion), were exchanged at an exchange ratio of 0.7870 (the “Exchange Ratio”) for an aggregate of 78,959,579 shares of Common Stock;
−Removed: (2) each warrant to purchase Legacy Rigetti Common Stock converted into a warrant to purchase shares of Common Stock (“Assumed Warrant”), with each Assumed Warrant subject to the same terms and conditions as were applicable to the original Legacy Rigetti warrant and having an exercise price and number of shares of Common Stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement;
−Removed: (3) each option to purchase Legacy Rigetti Common Stock converted into an option to purchase shares of Common Stock (“Assumed Option”), with each Assumed Option subject to the same terms and conditions as were applicable to the original Legacy Rigetti option and with an exercise price and number of shares of Common Stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement, and;
−Removed: (4) each Legacy Rigetti restricted stock unit award converted into a restricted stock unit award to receive shares of Common Stock (“Assumed RSU Award”), with each Assumed RSU Award subject to the same terms and conditions as were applicable to the Legacy Rigetti restricted stock unit award, and with the number of shares of Common Stock to which the Assumed RSU Award converted based on the Exchange Ratio and other terms contained in the Merger Agreement.
−Removed: In connection with the execution of the Merger Agreement, SNII entered into a sponsor support agreement (the “Sponsor Support Agreement”) with Supernova Partners II, LLC (the “Sponsor”), Legacy Rigetti and SNII’s directors and officers.
−Removed: Pursuant to the Sponsor Support Agreement, the Sponsor and SNII’s directors and officers (“Sponsor Holders”), among other things, agreed to vote all of their shares of SNII capital stock in favor of the approval of the Business Combination.
−Removed: In addition, pursuant to the Sponsor Support Agreement, (i) 2,479,000 shares of Common Stock held by the Sponsor Holders became unvested and subject to forfeiture as of the Closing and will only vest if, during the five year period following the Closing, the volume weighted average price of Common Stock equals or exceeds $ 12.50 for any twenty trading days within a period of thirty consecutive trading days (such shares, the “Promote Sponsor Vesting Shares”), and (ii) 580,273 shares of Common Stock held by the Sponsor Holders became unvested and subject to forfeiture as of the Closing and will only vest if, during the five year period following the Closing, the volume weighted average price of Common Stock equals or exceeds $ 15.00 for any twenty trading days within a period of thirty consecutive trading days (such shares, the “Sponsor Redemption-Based Vesting Shares,” and, collectively with the Promote Sponsor Vesting Shares, the “Sponsor Vesting Shares”).
−Removed: Any such shares held by the Sponsor Holders that remain unvested after the fifth anniversary of the Closing will be forfeited (Refer to Note 12 for additional information related to the Earn-Out Liabilities for the Sponsor Vesting Shares).
−Removed: Concurrently with the execution of the Merger Agreement, SNII entered into Subscription Agreements (the “Initial Subscription Agreements”) with certain investors (together, the “Initial PIPE Investors”), pursuant to which the Initial PIPE Investors agreed to subscribe for and purchase, and SNII agreed to issue and sell to the Initial PIPE Investors, an aggregate of 10,251,000 shares of Common Stock at a price of $ 10.00 per share, for aggregate gross proceeds of $ 102.5 Million (the “Initial PIPE Financing”).
−Removed: On December 23, 2021, SNII entered into Subscription Agreements (the “Subsequent Subscription Agreements”, and together with the Initial Subscription Agreements, the “Subscription Agreements”) with two “accredited investors” (as such term is defined in Rule 501 of Regulation D) (the “Subsequent PIPE Investors”, and together with the Initial PIPE Investors, the “PIPE Investors”) pursuant to which the Subsequent PIPE Investors agreed to subscribe for and purchase, and SNII agreed to issue and sell to the Subsequent PIPE Investors, an aggregate of 4,390,244 shares of Common Stock at a price of $ 10.25 per share, for aggregate gross proceeds of $ 45.0 Million (the “Subsequent PIPE Financing”, and together with the Initial PIPE Financing, the “PIPE Financing”).
−Removed: Pursuant to the Subscription Agreements, Rigetti agreed to provide PIPE Investors with certain registration rights with respect to the shares purchased as part of the PIPE Financing.
−Removed: The PIPE Financing was consummated immediately prior to the Business Combination.
−Removed: The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP.
−Removed: Under this method of accounting, SNII was treated as the “acquired” company for financial reporting purposes.
−Removed: In accounting for the Business Combination and after redemptions, net proceeds received by the Company totaled $ 225.6 million.
−Removed: The table below shows the net proceeds from business combination and PIPE financing (in thousands):
−Removed: Cash - SNII trust and cash (net of redemption)
−Removed: Cash - SNII operating account
−Removed: Net proceeds from Business Combination and PIPE
−Removed: Transaction costs consist of direct legal, accounting and other fees relating to the consummation of the Business Combination.
−Removed: Legacy Rigetti transaction costs specific and directly attributable to the business combination totaled $ 20.65 million.
−Removed: These costs were initially capitalized as incurred in deferred offering assets on the consolidated balance sheets.
−Removed: Upon the Closing, transaction costs related to the issuance of shares were recognized in stockholders’ equity while costs associated with the Public Warrants, Private Warrants and the Earnout Liabilities related to the Sponsor Vesting Shares were expensed in the consolidated statements of operations.
−Removed: Of the total transaction costs of $ 20.65 million, $ 19.75 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $ 0.9 million was expensed during the year ended December 31, 2022.
−Removed: Cash transaction costs paid during the year ended December 31, 2022 totaled $ 16.7 million.
−Removed: Bonuses paid to certain employees related to the business combination during the year ended December 31, 2022 totaled $ 2.1 million.
−Removed: The amount recorded to additional paid-in-capital was $ 159.6 million, comprised of $ 225.6 million net proceeds less $ 19.8 million of transaction costs, $ 16.3 million recognized for the Public Warrant liabilities, $ 9.6 million recognized for the Private Warrant liabilities, and $ 20.4 million recognized for the Earnout Liabilities related to the Sponsor Vesting Shares.
−Removed: The number of shares of Common Stock issued immediately following the consummation of the Business Combination was as follows:
−Removed: Common Stock—SNII Class A, outstanding prior to Business Combination
−Removed: redemption of SNII Class A ordinary shares
−Removed: ( 22,915,538 )
−Removed: Common Stock—SNII Class A ordinary shares
−Removed: Common Stock—SNII Class B ordinary shares*
−Removed: Shares issued in PIPE
−Removed: Business Combination and PIPE shares
−Removed: Common Stock—Legacy Rigetti**
−Removed: Common Stock—exercise of Legacy Rigetti stock options immediately prior to the closing**
−Removed: Common Stock—exercise of Legacy Rigetti warrants immediately prior to the closing**
−Removed: Common Stock—upon conversion of Legacy Rigetti Series C preferred stock**
−Removed: Common Stock—upon conversion of Legacy Rigetti Series C‑1 preferred stock**
−Removed: Total shares of Common Stock immediately after Business Combination
−Removed: Includes (i) 2,479,000 shares of “Promote Sponsor Vesting Shares” and (ii) 580,273 shares of “Sponsor Redemption-Based Vesting Shares”
−Removed: ** All outstanding shares of Legacy Rigetti Common Stock as of immediately prior to the Closing (including Legacy Rigetti Common Stock resulting from the Legacy Rigetti Preferred Stock Conversion), were exchanged at an exchange ratio of 0.7870 (the “Exchange Ratio”).
−Removed: The conversion ratio to Legacy Rigetti Common Stock for the Legacy Series C Preferred Stock was one -for-one and for Legacy Series C-1 Preferred Stock was eight -for-one.
(3) Investments
−Removed: All investments in fixed income securities are classified as available-for-sale in the consolidated balance sheets.
+Added: All investments in fixed income securities are classified as cash equivalents or available-for-sale in the consolidated balance sheets based on the underlying maturity date of each investment.
Fixed income securities are recorded at their estimated fair value.
−Removed: The amortized cost, gross unrealized holding gains and losses included in other comprehensive income (loss) and the fair value of the fixed income securities at December 31, 2023 and December 31, 2022, respectively, are presented in the tables below (in thousands):
+Added: The amortized cost, gross unrealized holding gains and losses included in other comprehensive income (loss) and the fair value of the fixed income securities as of December 31, 2024 and December 31, 2023, respectively, are presented in the tables below (in thousands):
December 31, 2024
−Removed: Available-for-sale investments:
+Added: Cash equivalents:
+Added: Money market funds
+Added: treasury security
+Added: Cash equivalents
+Added: Available-for-sale investments-short-term:
treasury securities
−Removed: government agency bonds
−Removed: Corporate bonds
Available-for-sale investments – short-term
+Added: Available-for-sale investments-long-term:
+Added: treasury security
+Added: Available-for-sale investments – long-term
December 31, 2023
−Removed: Available-for-sale investments:
+Added: Cash equivalents:
+Added: Money market funds
+Added: Available-for-sale investments-short-term:
treasury securities
+Added: government agency bonds
Corporate bonds
−Removed: Commercial paper
Available-for-sale investments – short-term
The Company invests in highly rated investment grade debt securities.
−Removed: All of the Company’s available-for-sale securities have final maturities of one year or less.
+Added: All of the Company’s available-for-sale securities have final maturities of one year or less, except for one U.S.
+Added: treasury security classified as long-term which matures on March 31, 2026.
The Company reviews the individual securities that have unrealized losses on a regular basis.
2 unchanged sentences
The Company additionally evaluates whether the decline in fair value of the securities below their amortized cost basis is related to credit losses or other factors.
−Removed: Based on this evaluation, the Company determined that the unrealized losses for its available-for-sale securities were primarily attributable to changes in interest rates and non-credit-related factors.
+Added: Based on this evaluation, the Company determined that the unrealized losses for its available-for-sale securities were primarily attributable to changes in interest
+Added: rates and non-credit-related factors.
Accordingly, the Company determined that none of the unrealized losses were other-than-temporary, and that recognition of an impairment charge was not required as of December 31, 2024 or December 31, 2023, respectively.
−Removed: As of December 31, 2023, there were 8 securities that were in an unrealized loss position with a market value of $ 28 million, with the largest loss for any single security being inconsequential.
+Added: As of December 31, 2024, there was one security in an unrealized loss position with a market value of $ 24.4 million.
+Added: The amount of the loss on this security was inconsequential.
None of the Company’s available-for-sale securities have been in an unrealized loss position for more than one year.
6 unchanged sentences
Money market funds
+Added: treasury security
Short-term investments:
treasury securities
−Removed: government agency bonds
−Removed: Corporate bonds
+Added: Long-term investments:
+Added: treasury security
Derivative warrant liability – Public Warrants
7 unchanged sentences
U.S treasury securities
+Added: government agency bonds
Corporate bonds
−Removed: Commercial paper
−Removed: Forward Warrant Agreement
Derivative warrant liability – Public Warrants
2 unchanged sentences
Total Liabilities
−Removed: As of December 31, 2023 and December 31, 2022, respectively, the Company has recorded the following financial instruments subject to fair value measurements:
−Removed: 1) Derivative warrant liabilities—Public Warrants and Private Warrants, 2) Forward Warrant Agreement, 3) Available-for-sale securities and 4) Earnout liabilities.
−Removed: The Company also has long-term debt and a line of credit that provides for variable interest, and therefore, the carrying value approximates the fair value.
−Removed: The carrying values of the long-term debt and line of credit as of December 31, 2023 and December 31, 2022, respectively, represent the original principal amounts borrowed, accretion of final payment fees, less principal payments and unamortized debt issuance costs.
+Added: As of December 31, 2024 and December 31, 2023, the Company has recorded the following financial instruments subject to fair value measurements:
+Added: 1) Derivative warrant liabilities—Public Warrants and Private Warrants, 2) Money Market Funds, 3) U.S.
+Added: treasury securities, 4) U.S.
+Added: government agency bonds and 5) Earn-out liabilities.
+Added: The Company had long-term debt with a variable interest which was repaid in full prior to December 31, 2024.
+Added: The carrying value of the long-term debt as of December 31, 2023 consisted of the original principal amounts borrowed, accretion of final payment fees, less principal payments and unamortized debt issuance costs.
The fair value of the Public Warrants has been measured based on the observable listed prices for such warrants, a Level 1 measurement.
−Removed: Long-term debt and a line of credit issued by the Company are classified within Level 2.
The fair value of the Company’s Level 2 financial assets are determined by using inputs based on quoted market prices for similar instruments.
−Removed: The carrying value of the long-term debt and line of credit approximates its fair value given their maturity and variable interest rates.
All other financial instruments are classified as Level 3 instruments as they all include unobservable inputs.
−Removed: The Private Warrants were initially measured at fair value using a Black Scholes model.
−Removed: As of December 31, 2022, the Company estimated the fair value of the Forward Warrant Agreement using a forward analysis with unobservable inputs which included selected risk-free rate and probability outcomes.
−Removed: The Forward Warrant Agreement had no value as of December 31, 2023 because Ampere’s obligation to make the additional payment under the Forward Warrant Agreement expired in October 2023 without taking effect.
−Removed: The fair value of the Earn-out liabilities is estimated using a Monte Carlo simulation model.
−Removed: As of December 31, 2021, the Company recorded a derivative warrant liability for the Trinity Warrants (as defined below) at fair value using a Black-Scholes option model with unobservable inputs including volatility.
−Removed: The Company estimates the volatility of its ordinary share warrants based on implied volatility from the Company’s publicly traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants.
−Removed: On June 2, 2022, all outstanding Trinity Warrants were exercised into shares of the Company’s Common Stock.
−Removed: The Company has further described the key aspects of the fair value measurements described above in Notes 6, 11 and 12 to the consolidated financial statements.
+Added: The Private Warrants are measured at fair value using a Black Scholes model.
+Added: The fair value of the Earn-out liabilities are estimated using a Monte Carlo simulation model.
+Added: The Company estimates the volatility of its Private Warrants and Earn-out liabilities based on the historical volatility of the Company’s common stock.
+Added: The Company estimated the fair value of a Forward Warrant Agreement that was in place throughout most of 2023 using a forward analysis with unobservable inputs which included selected risk-free rate and probability outcomes.
During the year ended December 31, 2023, the Company reduced the estimated probability of occurrence for the Forward Warrant Agreement from 50 % to 0 % because Ampere’s obligation to make the additional payment under the Forward Warrant Agreement expired in October 2023 without taking effect.
+Added: See Note 5 for further discussion regarding the Forward Warrant Agreement.
+Added: Previously, the Company used the implied volatility of its Public Warrants in its valuation models for the Private Warrants and Earn-out liabilities.
+Added: As of December 31, 2024, the Company used the historical volatility of its common stock for these valuation models because the implied volatility of the Public Warrants was no longer meaningful due to the rapid increase in the price of the Public Warrants during the fourth quarter of 2024.
There were no other changes in fair value measurement techniques during the years ended December 31, 2024 or December 31, 2023.
−Removed: There were no transfers in or out of Level 3 of the fair value hierarchy during the years ended December 31, 2023 or December 31, 2022, except that during the year ended December 31, 2023, the derivative liability for 1,177,166 warrants was transferred from Level 3 to Level 1 of the fair value hierarchy because the warrants were converted from Private Warrants to Public Warrants.
−Removed: The transfer had a $ 0.5 million favorable impact on the Company’s net loss.
+Added: There were no transfers in or out of Level 3 of the fair value hierarchy during the years ended December 31, 2024 or December 31, 2023, except for the conversion of Private Warrants, a Level 3 measurement, to Public Warrants, a Level 1 measurement.
+Added: During the years ended December 31, 2024 and December 31, 2023, Private Warrants converted to Public Warrant totaled 1,280,732 and 1,177,166 , respectively.
+Added: During the years ended December 31, 2024, and December 31, 2023, the favorable impact of the conversion on the Company’s net loss was $ 2.4 million and $ 0.5 million, respectively.
Current estimates of fair value may differ from the amounts presented.
1 unchanged sentence
Warrant Liability -
−Removed: warrant liability -
−Removed: Trinity Warrants
Private Warrants
1 unchanged sentence
Change in fair value during the year
−Removed: Transfer from Private Warrants to Public Warrants during the year
+Added: Transfer from Private Warrants to Public Warrants
Balance – December 31, 2024
Balance – December 31, 2022
−Removed: Initial measurement upon Business Combination March 2, 2022 (Note 3)
Change in fair value during the year
−Removed: Extinguishment due to exercise of the warrants
+Added: Transfer from Private Warrants to Public Warrants
Balance – December 31, 2023
11 unchanged sentences
The Company calculated the fair value of the Forward Warrant Agreement at inception using the Forward Contract Pricing methodology.
−Removed: The Forward Warrant Agreement was subsequently re-measured at each reporting period using the Forward Contract Pricing methodology with the change in fair value recorded in selling, general and administrative expense in the consolidated statement of operations.
+Added: The Forward Warrant Agreement was subsequently re-measured at each reporting period using the Forward Contract Pricing methodology with the change in fair value recorded in selling, general and administrative expense in the condensed consolidated statement of operations.
During the year ended December 31, 2023, the Company reduced the estimated probability of occurrence for the Forward Warrant Agreement from 50 % to 0 % because Ampere’s obligation to make the additional payment under the Forward Warrant Agreement expired without taking effect.
−Removed: As a result, the Forward Warrant Agreement had no value as of December 31, 2023.
−Removed: The calculated fair value of the Forward Warrant Agreement as of December 31, 2022 (derivative asset) was $ 2.2 million.
−Removed: The change in the fair value of the Forward Warrant Agreement during the years ended December 31, 2023 and December 31, 2022 was a loss of $ 2.2 million and a gain of $ 5.8 million, respectively.
−Removed: The following table represents key valuation assumptions for the Forward Warrant Agreement as of December 31, 2022:
−Removed: Valuation Assumptions
−Removed: December 31, 2022
−Removed: Holding period (in years)
−Removed: Risk-free rate (%)
−Removed: Probability of the contingency occurring (%)
−Removed: Underlying value per share
+Added: As a result, the Forward Warrant Agreement had no value as of December 31, 2024 or December 31, 2023.
(6) Property and Equipment, Net
−Removed: Property and equipment as of December 31, 2023 and 2022 are composed of the following (in thousands):
+Added: Property and equipment as of December 31, 2024 and December 31, 2023 are composed of the following (in thousands):
Quantum computing fridges
1 unchanged sentence
Leasehold improvements
+Added: Construction in progress
Furniture and other assets
4 unchanged sentences
Total depreciation and amortization expense for the years ended December 31, 2024 and December 31, 2023 was $ 6.9 million and $ 7.4 million, respectively .
−Removed: The following table sets forth the change in goodwill for the year ended December 31, 2022 (in thousands):
−Removed: Balance as of December 31, 2021
−Removed: Goodwill acquired
−Removed: Impairment charge
−Removed: Balance as of December 31, 2022
−Removed: During the year ended December 31, 2022, the Company conducted its annual goodwill impairment testing using qualitative and qualitative factors that indicated a possible impairment of goodwill.
−Removed: Under the qualitative assessment, management considered relevant events and circumstances including but not limited to macroeconomic conditions, industry and market considerations, Company performance and events directly affecting the Company.
−Removed: It was noted that the Company experienced a sustained decline in stock price resulting in a triggering event for goodwill impairment.
−Removed: As a result, further quantitative analysis was conducted to determine the extent to which the Company’s carrying value exceeded its fair value as of December 31, 2022.
−Removed: Fair value for the quantitative analysis was based on the Company’s market capitalization adjusted for a control premium determined from market comparable transactions.
−Removed: Based on the quantitative analysis, it was determined that the Company’s fair value was significantly less than its carrying value, resulting in a non-cash goodwill impairment charge of $ 5.4 million for the year ended December 31, 2022.
(7) Accrued Expenses and Other Current Liabilities
8 unchanged sentences
Loan and Security Agreement
−Removed: In March 2021, the Company entered into an agreement (the “Loan Agreement”) with Trinity Capital Inc.
−Removed: (“Trinity”) to secure a debt commitment of $ 12.0 million (the “Tranche A”) which was drawn at the closing.
−Removed: The term loan is collateralized by a first-priority, senior secured interest in substantially all of the Company’s assets.
−Removed: In conjunction with the Loan Agreement, the Company issued Trinity a warrant to purchase shares of Common Stock (the “Initial Trinity Warrants”) which was recorded at fair value using the Black-Scholes model, see Note 11 for the fair value assumptions.
−Removed: The Loan Agreement contains customary representations, warranties and covenants;
−Removed: however, the Loan Agreement does not include any financial covenants.
−Removed: In May 2021, the Loan Agreement was modified to increase the overall debt commitment by $ 15.0 million (the “Tranche B” or the “First Loan Agreement Amendment”) and $ 8.0 million of the additional commitment was drawn at the closing and the remaining commitment of $ 7.0 million was available at the Company’s option at any time through March 10, 2022 subject to certain conditions.
−Removed: The Company drew the remaining $ 7.0 million in November 2021.
−Removed: In conjunction with the First Loan Agreement Amendment, the Company cancelled the Initial Trinity Warrants and issued 995,099 ( 783,129 shares post conversion upon the closing of the Business Combination) warrants to purchase the Common Stock (the “Trinity Warrants”) which was an incremental cost allocated between Tranche A and Tranche B, see Note 11 for further information on the Trinity Warrants.
−Removed: The First Loan Agreement Amendment was considered a modification for accounting purposes.
−Removed: The Company capitalized $ 2.8 million of debt issuance costs which consist of incremental costs incurred for the lenders and third-party legal firms as well as the fair value of the warrant issued in conjunction with the term loan.
−Removed: On October 21, 2021, the Company entered into a second amendment to the Loan Agreement (the “Second Loan Agreement Amendment”), which modified the date requiring the Company to deliver evidence of completion of the PIPE Financing and execution of a definitive merger agreement with a special purpose acquisition company to October 31, 2021.
−Removed: Under the Second Loan Agreement Amendment, the maturity date was modified to be the date equal to 48 months from the first payment date of each specific cash advance.
−Removed: Subject to an interest only period of 19 months following each specific cash advance date, the term loan incurs interest at a rate of the greater of 11 % or the US Prime Rate plus 7.50 % per annum , payable monthly .
−Removed: The Term Loan Agreement includes certain negative covenants, primarily consisting of restrictions on the Company’s ability to incur indebtedness, pay dividends, execute fundamental change transactions, and other specified actions.
−Removed: In January 2022, the Loan Agreement was modified to increase the overall debt commitment by $ 5.0 million (the “Tranche C” or the “Third Loan Agreement Amendment”) which was drawn on January 27, 2022.
−Removed: Subject to an interest only period of 19 months , Tranche C incurs interest at a rate of the greater of 11 % or the US Prime Rate plus 7.50 % per annum , payable monthly , until the maturity date of February 1, 2026 .
−Removed: Other modifications per the Third Loan Agreement Amendment included an extension of the requirement to raise an additional $ 75 million of equity until April 1, 2022, and a defined exit fee for the additional $ 5.0 million to be at 20 % of the advanced funds under the amendment.
−Removed: The Company met the requirement to raise additional equity of $ 75 million through the Business Combination mentioned in Note 3.
−Removed: The Company paid an exit fee of $ 1.0 million which is 20 % of the Tranche C amount upon the consummation of the Business Combination.
−Removed: The exit fee was capitalized as a debt issuance cost and is amortized using the effective interest method over the life of Tranche C.
−Removed: The exit fee was not applicable to Tranche A or Tranche B.
−Removed: In conjunction with the Third Loan Agreement Amendment, the Company also guaranteed payment of all monetary amounts owed and performance of all covenants, obligations and liabilities.
−Removed: In addition, the Company is required to pay a final payment fee equal to 2.75 % of the aggregate amount of all term loan advances.
−Removed: The final payment fee is being accreted and amortized into interest expense using the effective interest rate method over the term of the loan.
−Removed: The effective interest rate for all tranches of the debt was approximately 22.5 % and 19.7 % as of December 31, 2023 and December 31, 2022, respectively.
−Removed: Long term debt and the unamortized discount balances are as follows (in thousands):
−Removed: December 31, 2023
+Added: On June 21, 2024, (the “Amendment Date”), the Company entered into the Amended and Restated Loan and Security Agreement (the “Amended Loan Agreement”), by and between Trinity Capital Inc., as lender (the “Lender”), and Rigetti & Co, LLC and Rigetti Intermediate LLC, as borrowers, which amended and restated in its entirety the Company’s existing loan and security agreement, dated as of March 10, 2021 (as amended from time to time, the “Existing Loan Agreement”).
+Added: The economic terms and cash flows of the Term Loans (defined below) remain unchanged under the Amended Loan Agreement.
+Added: Under the Existing Loan Agreement, the Company drew $ 12.0 million in March 2021, $ 8.0 million in May 2021, $ 7.0 million in November 2021 and $ 5.0 million in January 2022 (collectively, the “Term Loans”).
+Added: The outstanding principal balance of the Term Loans as of the Amendment Date was $ 16.2 million.
+Added: Each Term Loan was to be amortized in equal monthly installments through 48 months following the disbursement date of each Term Loan (each, a “Maturity Date”), with interest at a rate equal to the greater of 11 % or the US Prime Rate plus 7.50 % per annum, payable monthly.
+Added: The Company had the right to prepay the outstanding Term Loans, in whole or in part, subject to a prepayment premium that remains unchanged from the Existing Loan Agreement.
+Added: In addition, the Company was required to pay on the respective Maturity Date, or the date of an earlier prepayment, a final payment fee equal to 2.75 % of the aggregate original principal amount of the Term Loans, which remains consistent with the Existing Loan Agreement.
+Added: The final payment fees were being accreted and amortized into interest expense using the effective interest rate method over the term of the loan.
+Added: On December 9, 2024, the Company prepaid in full all amounts owed under the Amended Loan Agreement.
+Added: The Company 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.
+Added: 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.
+Added: Long term debt and the unamortized discount balances as of December 31, 2023 were as follows (in thousands):
December 31, 2023
7 unchanged sentences
Debt – current portion
−Removed: During the years ended December 31, 2023 and December 31, 2022, the Company recorded interest expense of $ 5.8 million and $ 5.3 million, respectively, which includes accretion of the end of term liability, amortization of the commitment fee asset and amortization of debt issuance costs totaling $ 1.5 million each year.
−Removed: The unamortized debt discount as of December 31, 2023 and December 31, 2022 of $ 1.0 million and $ 2.2 million, respectively, is offset against the carrying value of the term loan in the consolidated balance sheets.
−Removed: Scheduled principal payments on total outstanding debt are as follows:
−Removed: December 31, 2023
+Added: During the years ended December 31, 2024 and December 31, 2023, the Company recorded interest expense of $ 3.3 million and $ 5.8 million, respectively.
+Added: During the years ended December 31, 2024 and December 31, 2023, interest expense includes accretion of final payment fees, amortization of the underlying commitment fee and amortization of debt issuance costs totaling $ 0.8 million and $ 1.5 million, respectively.
+Added: The effective interest rate for all tranches of the debt was approximately 23.1 % and 22.5 % as of December 31, 2024 and December 31, 2023, respectively.
( 9) Warrants
−Removed: As a result of the Business Combination (see Note 3), the Company has retroactively adjusted the number and corresponding strike price of Rigetti warrants outstanding prior to March 2, 2022, the date of the Business Combination, to give effect to the Exchange Ratio used to determine the number of shares of Common Stock into which they were converted.
−Removed: Liability Classified Warrants
+Added: Each whole Public Warrant and Private Warrant entitles the holder to purchase one share of Common Stock at a price of $ 11.50 per whole share, subject to adjustment as discussed below.
+Added: Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Common Stock.
+Added: The warrants will expire on March 2, 2027 at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
Public Warrants
−Removed: Each Public Warrant entitles the holder to the right to purchase one share of Common Stock at an exercise price of $ 11.50 per share.
−Removed: No fractional shares will be issued upon exercise of the Public Warrants.
−Removed: The Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in part, at a price of $ 0.01 per Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders, and (ii) the last reported sale price of the Company’s Common Stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.
−Removed: Upon issuance of a redemption notice by the Company, the warrant holders have a period of 30 days to exercise for cash, or on a cashless basis.
−Removed: As of December 31, 2023, there were 9,802,138 Public Warrants issued and outstanding (Refer to Note 5 for fair value measurement).
+Added: When the price per share of the Company’s Common Stock equals or exceeds $ 18.00 , the Company may redeem the outstanding warrants in whole and not in part, at a price of $ 0.01 per warrant as follows (except as described herein with respect to the Private Warrants):
+Added: ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder;
+Added: ● if, and only if, the closing price of the shares of the Company’s Common Stock equals or exceeds $ 18.00 per share on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
+Added: If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date.
+Added: Any such exercise would not be done on a “cashless” basis and would require the exercising warrant holder to pay the exercise price in cash for each warrant being exercised.
+Added: The price of the shares of the Company’s Common Stock may fall below the $ 18.00 redemption trigger price as well as the $ 11.50 warrant exercise price after the redemption notice is issued.
+Added: When the price per share of the Company’s Common Stock equals or exceeds $ 10.00 , the Company may redeem the outstanding warrants in whole and not in part, at a price of $ 0.10 per warrant as follows (except as described herein with respect to the Private warrants):
+Added: ● upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption as described below;
+Added: ● if, and only if, the closing price of the Company’s Common Stock equals or exceeds $ 10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
+Added: Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis and could potentially receive up to a maximum of 0.361 shares of Common Stock per warrant or a minimum of 0.034 shares of Common Stock per warrant.
+Added: The number of shares of Common Stock that a warrant holder will ultimately receive upon a cashless exercise in connection with a redemption by the Company, is based on the fair market value of the Company’s Common Stock on the redemption date, determined based on the volume weighted average price of the Company’s Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, as set forth in a table in the warrant agreement.
+Added: As of December 31, 2024 and December 31, 2023, Public Warrants issued and outstanding were 11,082,870 and 9,802,138 , respectively (Refer to Note 4 for fair value measurement).
The Public Warrants are accounted for as a derivative liability.
1 unchanged sentence
The calculated fair value of the derivative liability for the Public Warrants as of December 31, 2024 and December 31, 2023 was $ 70.3 million and $ 1.3 million, respectively.
−Removed: The change in the fair value of the Public Warrants included in the consolidated statement of operations during the years ended December 31, 2023 and December 31, 2022 was a loss of $ 0.6 million and a gain of $ 15.6 million, respectively.
+Added: The change in the fair value of the Public Warrants included in the consolidated statement of operations during the years ended December 31, 2024 and December 31, 2023 was a loss of $ 63.3 million and a loss of $ 0.6 million, respectively.
Private Warrants
−Removed: The Private Warrants may not be redeemed by the Company so long as the Private Warrants are held by the initial purchasers, or such purchasers’ permitted transferees.
−Removed: The Private Warrants have terms and provisions identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period, except if the Private Warrants are held by someone other than the initial purchasers’ permitted transferees, then the Private Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
−Removed: On August 18, 2022, the Private Warrants were transferred from the initial purchasers to permitted transferees and remain unredeemable by the Company as of December 31, 2023.
−Removed: The Private Warrants are accounted for as a derivative liability.
+Added: The Private Warrants have terms and provisions identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period, except that if the Private Warrants are held by the initial purchasers, or such purchasers’ permitted transferees, then the Private Warrants are not redeemable by the Company and may be exercised for cash or on a cashless basis.
+Added: If the Private Warrants are held by someone other the initial purchasers or such purchasers permitted transferees, then the Private warrants become Public Warrants and are redeemable by the company and exercisable by such holders on the same basis as the Public Warrants.
+Added: As of December 31, 2024 and December 31, 2023, Private Warrants issued and outstanding were 1,992,102 and 3,272,834 , respectively (Refer to Note 4 for fair value measurement).The Private Warrants are accounted for as a derivative liability.
The fair value of the Private Warrants is determined using the Black-Scholes option-pricing model, with subsequent changes in the fair value recognized in the consolidated statements of operations at each reporting date.
The calculated fair value of the derivative liability for the Private Warrants as of December 31, 2024 and December 31, 2023 was $ 22.8 million and $ 1.6 million, respectively.
−Removed: The change in the fair value of the Private Warrants included in the consolidated statements of operations during the years ended December 31, 2023 and December 31, 2022 was a loss of $ 0.5 million and a gain of $ 8.5 million, respectively.
−Removed: Significant inputs into the Black-Scholes option-pricing models used to value the Private Warrants at December 31, 2023, December 31, 2022 and March 2, 2022 (initial recognition date) are as follows:
+Added: The change in the fair value of the Private Warrants included in the consolidated statements of operations during the years ended December 31, 2024 and December 31, 2023 was a loss of $ 26.8 million and loss of $ 0.5 million, respectively.
+Added: Significant inputs into the Black-Scholes option-pricing models used to value the Private Warrants at December 31, 2024 and December 31, 2023 are as follows:
Valuation Assumptions
1 unchanged sentence
December 31, 2023
−Removed: March 2, 2022
Volatility (annual) (%)
2 unchanged sentences
Dividend yield (%)
−Removed: During the year ended December 31, 2023, 1,177,166 Private Warrants were converted to Public Warrants due to certain transfers from the initial purchasers to other holders.
−Removed: Trinity Warrants
−Removed: The Initial Trinity Warrants were issued in March of 2021 for the purchase of 313,252 shares of common stock, and additional warrants to purchase 469,877 shares of common stock were issued in connection with the Tranche B Amendment, see Note 10.
−Removed: Therefore, there were a total of 783,129 Trinity Warrants issued in conjunction with the Loan Agreement in 2021.
−Removed: The Trinity Warrants were classified as a liability under ASC 480, “Distinguishing Liabilities from Equity”.
−Removed: The Company utilized a Black-Scholes model to determine the grant date fair value of the Trinity Warrants of approximately $ 2.7 million which was recorded as a debt issuance cost.
−Removed: The outstanding Trinity Warrants were subsequently re-measured at each reporting period using the Black-Scholes model with changes recorded as a component of other income in the consolidated statement of operations.
−Removed: The liability related to the Trinity Warrants was $ 6.4 million as of June 2, 2022, at which time all 783,129 Trinity Warrants were exercised and the fair value of the warrant liability was reclassified to equity.
−Removed: The change in the fair value of the Trinity Warrants included in the consolidated statements of operations during the year ended December 31, 2022 was a loss of $ 2.0 million.
−Removed: No loss was recognized in 2023.
−Removed: Significant inputs into the Black-Scholes model used to value the Trinity Warrant liabilities at June 2, 2022, the exercise date, are as follows:
−Removed: Valuation Assumptions
−Removed: Volatility (annual) (%)
−Removed: Risk-free rate (%)
−Removed: Estimated time to expiration (years)
−Removed: Dividend yield (%)
+Added: During the years ended December 31, 2024 and December 31, 2023, Private Warrants converted to Public Warrants because of transfer from the initial purchasers or such purchasers permitted transferees to other holders were 1,280,732 and 1,177,166 , respectively.
Equity Classified Warrants
Series C Preferred Stock Financing Warrants
−Removed: Between February 2020 and May 2020, a subsidiary of Legacy Rigetti issued and sold an aggregate of 54,478,260 shares of its Series C Preferred Stock at a purchase price of $ 1.15 per share, for an aggregate purchase price of $ 56.2 million (the “Series C Preferred Stock Financing”).
+Added: During 2020, a subsidiary of Legacy Rigetti issued and sold an aggregate of 54.5 million shares of its Series C Preferred Stock at a purchase price of $ 1.15 per share, for an aggregate purchase price of $ 56.2 million (the “Series C Preferred Stock Financing”).
In conjunction with the Series C Preferred Stock Financing, the Company issued a total of 5,248,183 warrants to purchase Class A Common Stock to the Series C investors (the “Series C Warrants”).
−Removed: The Series C Warrants have a $ 0.01 exercise price per share and have a 10 -year term to expiration.
+Added: The Series C Warrants have a $ 0.01 per share exercise price and a 10-year term to expiration.
The Series C Warrants can be exercised for cash or on a cashless basis.
1 unchanged sentence
The Company estimated the fair value of the Series C Warrants using the Black-Scholes model and allocated approximately $ 1.2 million in proceeds from the Series C Preferred Stock to the value of the Series C Warrants on a relative fair value basis, which was recorded to additional paid in capital.
+Added: As of December 31, 2024 and December 31, 2023, Series C Warrants issued and outstanding were 793,800 and 972,578 , respectively.
Customer Warrant
7 unchanged sentences
The Company recorded this amount as a deferred asset and additional paid in capital as of the issuance date, as the Company believes it is probable that all performance conditions (i.e., sales milestones) in the Customer Warrant will be met.
−Removed: As of December 31, 2023, the deferred asset balance outstanding is approximately $ 0.1 million, which will be recognized as a reduction in revenue in future periods.
+Added: As of both December 31, 2024 and December 31, 2023, the deferred asset balance outstanding is approximately $ 0.1 million, which will be recognized as a reduction in revenue in future periods.
The vesting status of the Customer Warrant is as follows:
4 unchanged sentences
(10) Earn-out Liabilities
−Removed: The Sponsor subjected the Sponsor Vesting Shares to forfeiture for a five-year period following the Closing of Business Combination, with vesting occurring only if thresholds related to the weighted average price of the Company’s Common Stock are met as described above in Note 3 - Business Combination (the “Earn-Out Triggering Events”).
−Removed: Any such shares held by the Sponsor that have not vested by the fifth anniversary of the Closing will be forfeited.
−Removed: The aggregate fair value of the Sponsor Vesting Shares on the Closing Date was estimated using a Monte Carlo simulation model and was determined to be $ 20.4 million at the Closing Date.
+Added: Upon the closing of the Business Combination on March 2, 2022, SNII, Supernova Partners II LLC (the “Sponsor”) and SNII’s directors and officers (collectively the “Sponsor Holders”) subjected certain shares of Common Stock that they own (the “Sponsor Vesting Shares”) to forfeiture for a five-year period following the closing of the Business Combination, with vesting occurring only if thresholds related to the weighted average price of Common Stock are met as described below (the “Earn-out Triggering Events”).
+Added: Any such shares held by the Sponsor Holders that have not vested by the fifth anniversary of the closing of the Business Combination will be forfeited.
+Added: Sponsor Vesting Shares – Vesting Provisions:
+Added: (i) 2,479,000 shares of Common Stock held by the Sponsor Holders became unvested and subject to forfeiture as of the closing of the Business Combination and will only vest if, during the five year period following the closing of the Business Combination, the volume weighted average price of Common Stock equals or exceeds $ 12.50 for any twenty trading days within a period of thirty consecutive trading days (such shares, the “Promote Sponsor Vesting Shares”), and
+Added: (ii) 580,273 shares of Common Stock held by the Sponsor Holders became unvested and subject to forfeiture as of the closing of the Business Combination and will only vest if, during the five year period following the closing of the Business Combination, the volume weighted average price of Common Stock equals or exceeds $ 15.00 for any twenty trading days within a period of thirty consecutive trading days (such shares, the “Sponsor Redemption-Based Vesting Shares,” and, collectively with the Promote Sponsor Vesting Shares, the “Sponsor Vesting Shares”).
+Added: 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.
+Added: The $ 12.50 vesting condition with respect to the 2,479,000 shares of Common Stock held by the Sponsor Holders was satisfied in February 2025.
The Earn-out liabilities are adjusted to fair value each reporting period using the Monte Carlo simulation model until such time as the Earn-Out Triggering Events are achieved or the Sponsor Vesting Shares are forfeited.
The calculated fair value of the Earn-out liabilities with respect to the Sponsor Vesting Shares as of December 31, 2024 and December 31, 2023 was $ 45.9 million and $ 2.2 million, respectively.
−Removed: The change in the fair value of the Earn-out liabilities included in the consolidated statements of operations for years ended December 31, 2023 and December 31, 2022 was a loss of $ 0.9 million and a gain of $ 19.2 million, respectively.
−Removed: Significant inputs into the Monte Carlo simulation models as of December 31, 2023, December 31, 2022 and March 2, 2022, (the date of initial recognition) are as follows:
+Added: The change in the fair value of the Earn-out liabilities included in the consolidated statements of operations for years ended December 31, 2024 and December 31, 2023 was a loss of $ 43.7 million and a loss of $ 0.9 million, respectively.
+Added: Significant inputs into the Monte Carlo simulation models as of December 31, 2024 and December 31, 2023 are as follows:
Valuation Assumptions
1 unchanged sentence
December 31, 2023
−Removed: March 2, 2022
Simulated trading days
4 unchanged sentences
Under the terms of the facility leases the Company bears the costs for certain insurance, property taxes and maintenance, and the lease agreements provide for increasing rental payments at fixed intervals.
+Added: On September 24, 2024, the Company entered into a lease amendment for its corporate headquarters located in Berkeley, California which, among other things, extends the lease term by three years to October 31, 2028, sets a new annual rental rate of approximately $ 0.9 million effective as of November 1, 2025 and provides an option to extend the lease for an additional five years .
+Added: Rental rates increase at the rate of 3 % per year over the lease term and the five year option period.
+Added: The Company did not include the five year option as part of its right-of-use assets and lease liabilities because exercise of the option was deemed unlikely.
+Added: The Company remeasured the lease liability for its Berkeley headquarters facility over the remaining lease term of 4.1 years using an incremental borrowing rate of 6.32 %.
+Added: The effect of the lease amendment increased the Company’s operating lease right-of-use assets and operating lease liabilities by $ 2.3 million.
Components of lease costs are as follows (in thousands):
4 unchanged sentences
Total lease cost
−Removed: Total cash paid for amounts included in the measurement of operating lease liabilities was $ 2.1 million for each of the years ended December 31, 2023 and December 31, 2022, respectively.
−Removed: In the year ended December 31, 2023, there were no new operating leases with a lease term greater than 12 months.
−Removed: In the year ended December 31, 2022, operating lease liabilities arising from obtaining operating lease right-of-use assets were $ 4.9 million.
+Added: Total cash paid for amounts included in the measurement of operating lease liabilities was $ 2.2 million and $ 2.1 million for the years ended December 31, 2024 and December 31, 2023, respectively.
+Added: During the year ended December 31, 2024, there were no new operating leases with a lease term greater than 12 months except for the lease amendment for the Berkeley headquarters facility mentioned above.
+Added: During the year ended December 31, 2023, there were no new operating leases with a lease term greater than 12 months.
As of December 31, 2024 and December 31, 2023 the weighted-average remaining lease term is approximately 4.44 years and 5.07 years, respectively, and the weighted-average discount rate is 7.65 % and 8.01 %, respectively.
9 unchanged sentences
(12) Stockholders’ Equity
−Removed: Redeemable Convertible Preferred Stock
−Removed: Legacy Rigetti was authorized to issue 73,389,000 shares of Series C Preferred Stock and 62,537,577 shares of Series C-1 Preferred Stock with a par value of $ 0.000001 per share for each class of Preferred Stock.
−Removed: Legacy Rigetti’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, option or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.
−Removed: Immediately prior to the effective time of the Business Combination (Note 3), all Legacy Rigetti Preferred Stock outstanding converted into shares of Common Stock of Legacy Rigetti (the shares in this note do not factor in the exchange ratio).
As discussed in Note 2, on March 2, 2022, the Company consummated a Business Combination which has been accounted for as a reverse recapitalization.
4 unchanged sentences
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, and after payment to the holders of shares of Preferred Stock of their liquidation preferences, the holders of the Common Stock are entitled to the entire remaining assets of the Company on a pro rata basis.
−Removed: As a result of the Business Combination, the Company has retroactively adjusted the warrants and stock-based awards outstanding prior to March 2, 2022 to give effect to the Exchange Ratio used to determine the number of shares of Common Stock into which they were converted.
As of December 31, 2024, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments:
2 unchanged sentences
Stock-Based Awards—Options Outstanding
+Added: Registered Direct Offering
+Added: On November 27, 2024, the Company closed securities purchase agreements with two institutional investors pursuant to which the Company sold, in a registered direct offering, an aggregate of 50,000,000 shares of the Company’s Common Stock at a price of $ 2.00 per share.
+Added: During the year ended December 31, 2024, the Company raised gross proceeds of $ 100.0 million from the registered direct offering and received net proceeds of $ 96.0 million, after deducting sales agent commissions of $ 4.0 million.
+Added: At-the-Market Offering Agreement
+Added: On March 15, 2024, the Company entered into an At-the-Market (“ATM”) Sales Agreement (the “ATM Agreement”) with B.
+Added: Riley Securities, Inc.
+Added: and Needham & Company, LLC, pursuant to which the Company sold, from time to time at its sole discretion, shares of its Common Stock having an aggregate offering price of $ 100,000,000 .
+Added: The shares offered and sold in the ATM offering were issued pursuant to the Company’s effective shelf registration statement on Form S-3 and the related prospectus supplement.
+Added: The Company paid the sales agents a commission rate of up to 3 % of the gross sales proceeds and has agreed to provide the sales agents with customary indemnification, contribution and reimbursement rights.
+Added: The ATM Agreement contains customary representations and warranties and conditions to the placements of the shares pursuant thereto.
+Added: During the year ended December 31, 2024, the Company raised gross proceeds of $ 100 million pursuant to the ATM offering from the sale of 68,809,485 shares of its Common Stock at a weighted average price of $ 1.45 per share.
+Added: The net proceeds from the ATM offering during the year ended December 31, 2024 were $ 97.5 million, after deducting sales agent commissions of $ 2.5 million.
+Added: As of December 31, 2024, there were no remaining shares available for sale under the ATM offering agreement.
Common Stock Purchase Agreement
6 unchanged sentences
Riley with registration rights with respect to such Common Stock and pursuant to which the Company filed a registration statement covering the resale of such Common Stock.
−Removed: Upon the initial satisfaction of the conditions to B.
−Removed: Riley’s purchase obligation set forth in the Purchase Agreement, as of September 14, 2022 (the “Commencement Date”) the Company had the right, but not the obligation, from time to time at the Company’s sole discretion over the 24-month period from and after the Commencement Date, to direct B.
−Removed: Riley to purchase a specified amount of shares not to exceed the lesser of (i) 1,000,000 shares of Common Stock and (ii) 20 % of the total aggregate number (or volume) of shares of Common Stock traded on The Nasdaq Capital Market (“Nasdaq”) during the applicable period beginning at the official open (or “commencement”) of the regular trading session on the applicable purchase date for such purchase and ending at such time that the total aggregate volume of shares of common stock traded on Nasdaq reaches the Purchase Share Volume Maximum (as defined below) for such purchase (as applicable) (such period for each purchase, the “Purchase Valuation Period”), provided, that, (i) the closing sale price of the Common Stock on the trading day immediately prior to such Purchase Date (as defined in the Purchase Agreement) is not less than $ 1.00 and (ii) all shares of Common Stock subject to all prior Purchases (as defined in the Purchase Agreement) and all prior Intraday Purchases (as defined in the Purchase Agreement) by B.
−Removed: Riley under the Purchase Agreement have been received by B.
−Removed: Riley prior to the time the Company delivers a purchase notice to B.
−Removed: “Purchase Share Volume Maximum” means, with respect to a purchase made pursuant to the Purchase Agreement, the number of shares of Common Stock equal to the quotient obtained by dividing the (i) total number of shares of Common Stock to be purchased by B.
−Removed: Riley in the relevant purchase (the “Purchase Share Amount”), by (ii) 0.20 (subject to certain adjustments).
−Removed: For the year ended December 31, 2023, the Company received proceeds of $ 20.5 million, from the issuance and sale of 13,421,082 shares of Common Stock to B.
+Added: During the year ended December 31, 2024, the Company received proceeds of $ 12.8 million from the issuance and sale of 10,056,799 shares of Common Stock to B.
Riley under the Purchase Agreement.
−Removed: From December 31, 2023 through February 15, 2024, the Company received proceeds of $ 12.8 million, from the issuance and sale of 10,056,799 shares of Common Stock to B.
−Removed: Riley under the Purchase Agreement, and there are no remaining shares available for sale under this agreement;
−Removed: the agreement has terminated.
−Removed: The Company’s share price had traded below $ 1.00 per share for an extended period in early 2023.
−Removed: As a result, the Company recognized impairment charges during the year ended December 31, 2023 of $ 0.8 million for previously deferred offering costs primarily related to the Purchase Agreement, which were recorded as selling, general and administrative expense in the accompanying consolidated statement of operations.
+Added: During the year ended December 31, 2023, the Company received proceeds of $ 20.5 million, from the issuance and sale of 13,421,082 shares of Common Stock to B.
+Added: Riley under the Purchase Agreement.
+Added: As of December 31, 2024, there were no remaining shares available for sale under the Purchase Agreement;
+Added: as a result, the Purchase Agreement has terminated.
+Added: The Company was not able to sell shares of Common Stock under the Purchase Agreement for an extended period in early 2023 while its share price was trading below $ 1.00 per share.
+Added: As a result, the Company recognized impairment charges during the year ended December 31, 2023 of $ 0.8 million for previously deferred offering costs primarily related to the Purchase Agreement, which were recorded as selling, general and administrative expense in the accompanying condensed consolidated statement of operations.
(13) Stock-Based Compensation
2013 Equity Incentive Plan
−Removed: In 2013, the Company adopted the 2013 Equity Incentive Plan ( the “2013 Plan”) which provided for the grant of qualified incentive stock options (“ISO”) and nonqualified stock options (“NSO”), restricted stock, restricted stock units (“RSU”) or other awards to the Company’s employees, officers, directors, advisors, and outside consultants.
−Removed: After the Closing Date and Business Combination effective March 2, 2022, no additional awards were issued under the 2013 Plan.
+Added: In 2013, the Company adopted the 2013 Equity Incentive Plan ( the “2013 Plan”) which provided for the grant of qualified incentive stock options (“ISOs”) and nonqualified stock options (“NSOs”), restricted stock, restricted stock units (“RSUs”) or other awards to the Company’s employees, officers, directors, advisors, and outside consultants.
+Added: After the Business Combination became effective on March 2, 2022, no additional awards were issued under the 2013 Plan.
Awards outstanding under the 2013 Plan will continue to be governed by such plan;
1 unchanged sentence
2022 Equity Incentive Plan
−Removed: In connection with the Business Combination (Note 3), the shareholders approved the Rigetti Computing, Inc.
−Removed: 2022 Equity Incentive Plan (the “2022 Plan”) in February, 2022, which became effective immediately upon the Closing Date.
−Removed: The 2022 Plan provides for the grant of ISOs, NSOs, stock appreciation rights, restricted stock awards (“RSA”), restricted stock unit awards, performance awards and other forms of awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates.
−Removed: As of December 31, 2023, there were 19,900,944 shares of common stock reserved for issuance under the 2022 Plan and 4,558,706 shares remain available for future issuance.
−Removed: The number of shares reserved for issuance under the 2022 Plan will automatically increase on January 1st of each year for a period of nine years commencing on January 1, 2023 and ending on (and including) January 1, 2032, in an amount equal to 5 % of the common stock of all classes outstanding on December 31 of the preceding year;
+Added: In connection with the Business Combination, the shareholders approved the Rigetti Computing, Inc.
+Added: 2022 Equity Incentive Plan (the “2022 Plan”) which provides for the grant of ISOs, NSOs, stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates.
+Added: As of December 31, 2024, there were 22,827,028 shares of common stock reserved for issuance under the 2022 Plan, of which 5,445,767 shares remain available for future issuance.
+Added: The number of shares reserved for issuance under the 2022 Plan will automatically increase on January 1st of each year for a period of nine years commencing on January 1, 2023 and ending on (and including) January 1, 2032, in an amount equal to 5 % of the total number of shares of common stock of all classes outstanding on a fully diluted basis on December 31st of the preceding year;
provided, however, that the board of directors of the Company may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock.
Accordingly, as of January 1, 2025, the number of shares of common stock reserved for issuance under the “2022 Plan” was increased by 15,972,015 shares.
−Removed: Stock Options Activity
+Added: Stock Option Activity
The following is a summary of stock option activity (intrinsic values in thousands):
3 unchanged sentences
Outstanding, December 31, 2023
−Removed: ( 4,046,365 )
Forfeited and expired
1 unchanged sentence
Exercisable, December 31, 2024
+Added: The Company’s outstanding stock options generally have exercise prices equal to fair market value on the date of grant, expire after ten years and have service-based vesting conditions ranging from 1-5 years, except that 500,000 stock options granted in 2022 have a market-based vesting condition tied to the Company’s Common Stock price.
+Added: The vesting condition with respect to the market-based stock option grants was satisfied in January 2025.
The weighted-average grant date fair value of stock options granted during the years ended December 31, 2024 and December 31, 2023 was $ 1.27 and $ 1.03 per share, respectively.
−Removed: The total intrinsic value of stock options exercised during the years ended December 31, 2023 and December 31, 2022 was $ 2.0 million and $ 9.9 million, respectively.
−Removed: The Company received proceeds from stock option exercises of $ 1.1 million and $ 1.0 million during the years ended December 31, 2023 and December 31, 2022, respectively.
−Removed: Stock-based compensation expense related to stock options granted to employees was $ 1.5 million for each of the years ended December 31, 2023 and December 31, 2022, respectively.
+Added: The intrinsic value of a stock option is the amount by which the market price of the underlying common stock exceeds the option’s exercise price.
+Added: The intrinsic value of stock options exercised during the years ended December 31, 2024 and December 31, 2023 was $ 4.5 million and $ 2.0 million, respectively.
+Added: The Company received proceeds from stock option exercises during the years ended December 31, 2024 and December 31, 2023 of $ 0.6 million and $ 1.1 million, respectively.
+Added: Stock-based compensation expense related to stock options for the years ended December 31, 2024 and December 31, 2023 was $ 1.9 million and $ 1.5 million, respectively.
As of December 31, 2024, the unrecognized compensation expense related to unvested stock options was $ 4.3 million, which is expected to be recognized over a weighted-average period of 2.37 years.
Fair Value of Stock Option Grants
−Removed: The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses the assumptions noted in the table below.
−Removed: Expected volatility for the Company’s Common Stock was determined based on a blended average of the historical volatility of a peer group of similar public companies and the implied volatility from the Company’s traded warrants.
−Removed: The Company has not been public for a sufficient length of time to derive expected volatility from trading in its common stock.
+Added: The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses the assumptions noted in the tables below.
+Added: For the first nine months of 2024, expected volatility for the Company’s Common Stock was determined based on a blended average of the historical volatility of a peer group of similar public companies, the historical volatility of the Company’s Common Stock and the implied volatility from the Company’s Public Warrants.
+Added: For the last three months of 2024, expected volatility for the Company’s Common Stock was determined based on a one-third weighting of the historical volatility of a peer group of similar public companies and a two-thirds weighting of the historical volatility of the Company’s Common Stock.
+Added: The implied volatility from the Company’s Public Warrants was excluded because the calculation did not produce a meaningful result.
+Added: The Company has not been public for a sufficient length of time to derive expected volatility solely from trading in its Common Stock.
The expected term of stock options granted was calculated using the simplified method, which represents the average of the contractual term and the weighted-average vesting period of the option.
−Removed: The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term.
+Added: The Company uses the simplified method because it does not have sufficient historical exercise data for its options to provide a reasonable basis upon which to estimate the expected term.
The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future.
2 unchanged sentences
In determining the exercise prices for stock options granted, the Company’s board of directors has utilized the fair value of the Common Stock as of the grant date.
−Removed: Before the Business Combination, the fair value of the Common Stock had been determined by the board of directors at each award grant date based upon a variety of factors, including the results obtained from an independent third-party valuation, the Company’s financial position and historical financial performance, the status of technological developments within the Company, the composition and ability of the current engineering and management team, an evaluation or benchmark of the Company’s competition, the current business climate in the marketplace, the illiquid nature of the Company’s common stock, arm’s-length sales of the Company’s capital stock (including redeemable convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event, among others.
−Removed: All of the Company’s outstanding stock options have a time-based vesting condition ranging from 1 - 5 years, except that 500,000 stock options granted in 2022 have a market-based vesting condition.
−Removed: The weighted average valuation assumptions used as inputs to the Black-Scholes option-pricing model to value stock options granted during the year ended December 31, 2023, were as follows:
+Added: Before the Business Combination, the fair value of the Common Stock had been determined by the board of directors at each award grant date based upon a variety of factors, including the results obtained from an independent third-party valuation, the Company’s financial position and historical financial performance, the status of technological developments within the Company, the composition and ability of the current engineering and management team, an evaluation or benchmark of the Company’s competition, the current business climate in the marketplace, the illiquid nature of the Company’s Common Stock, arm’s-length sales of the Company’s capital stock, the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event, among others.
+Added: The range of valuation assumptions used as inputs to the Black-Scholes option-pricing model to value service-based stock options granted during the years ended December 31, 2024 and December 31, 2023 were as follows:
Valuation Assumptions
−Removed: November 22, 2023
−Removed: November 15, 2023
−Removed: August 16, 2023
−Removed: March 30, 2023
+Added: December 31, 2024
+Added: December 31, 2023
+Added: $ 0.98 - $ 2.03
+Added: $ 0.60 - $ 2.09
Annual volatility (%)
+Added: 112 % - 130 %
Risk- free rate (%)
+Added: 4.18 %- 4.45 %
+Added: 3.63 %- 4.54 %
Expected term (years)
−Removed: The following is a summary of RSU activity:
+Added: Restricted Stock Unit activity
+Added: The following is a summary of restricted stock unit (“RSU”) activity:
Weighted Average
4 unchanged sentences
Non-vested at December 31, 2024
−Removed: On March 2, 2022, the performance condition of all then outstanding RSUs was met due to the closing of the Business Combination.
−Removed: As a result, the Company recorded cumulative catch-up compensation expense for the vesting period that was satisfied as of March 2, 2022 and continues amortizing compensation expenses for unvested RSUs over their remaining vesting period.
−Removed: The aggregate fair value of outstanding RSUs based on the closing share price of the Company’s common stock at December 31, 2023 and December 31, 2022 was $ 11.3 million and $ 8.3 million, respectively.
−Removed: The aggregate fair value of RSUs that vested during the years ended December 31, 2023 and December 31, 2022 was $ 5.0 million and $ 24.6 million, respectively.
+Added: The Company’s RSUs generally have service-based vesting conditions ranging from 1 - 4 years, except that 3,850,000 RSUs granted in 2023 have a market-based vesting condition tied to the Company’s stock price.
+Added: Based upon the terms of such awards, 50 % of the shares vest if the Company’s Common Stock trades at or above $ 2.00 per share and the other 50 % of the shares vest if the Company’s Common Stock trades at or above $ 4.00 per share, for 20 out of 30 trading days through the fifth anniversary of the grant date.
+Added: The $2.00 per share vesting condition was satisfied in December 2024, and the $4.00 per share vesting condition was satisfied in January 2025.
+Added: The income tax withholding obligation for all RSUs are satisfied through the sale of shares into the market, otherwise known as Sell-To-Cover (“STC”).
+Added: The STC transaction and the income tax withholding remittance for the market-based RSUs that vested in December 2024 took place on December 30, 2024.
+Added: The $ 6.3 million proceeds from the STC were received by the Company on January 2, 2025, and is included in other current assets in the accompanying balance sheet as of December 31, 2024.
+Added: The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2024 and December 31, 2023 was $ 1.07 and $ 1.12 per share, respectively.
+Added: The aggregate fair value of outstanding RSUs based on the closing share price of the Company’s Common Stock as of December 31, 2024 and December 31, 2023 was $ 170.6 million and $ 11.3 million, respectively.
+Added: The aggregate fair value of RSUs that vested based on the closing price of the Company’s Common Stock on the vesting date during the years ended December 31, 2024 and December 31, 2023 was $ 28.4 million and $ 5.0 million, respectively.
Fair Value of RSUs Awards
−Removed: During the year ended December 31, 2023, the Company issued 5,196,029 time-based RSUs and 3,850,000 market-based RSUs.
−Removed: The time-based RSUs vest over periods ranging from 1 - 4 years and require continuous employment.
−Removed: The market-based RSUs vest only if certain share price thresholds are achieved and require continuous employment.
−Removed: Based upon the terms of such awards, 50 % of the shares vest if the Company’s common stock trades at or above $ 2.00 per share, and the other 50 % of the shares vest if the Company’s common stock trades at above $ 4.00 per share, for 20 out of 30 trading days through the fifth anniversary of the grant date.
−Removed: The fair value of the Company’s time-based RSUs was calculated based on the fair market value of the Company’s common stock on the date of grant.
−Removed: The fair value of the Company’s market-based RSUs was calculated using a Monte Carlo simulation model at the date of grant.
−Removed: The weighted-average grant date fair value for market-based RSUs granted during the year ended December 31, 2023 was $ 0.56 per RSU.
+Added: The number of service-based RSUs granted during the years ended December 31, 2024 and December 31, 2023 was 7,380,872 and 5,196,029 , respectively.
+Added: The service-based RSUs vest over periods ranging from 1 - 4 years and require continuous employment.
+Added: The fair value of the Company’s service-based RSUs was calculated based on the fair market value of the Company’s common stock on the date of grant.
+Added: The 3,850,000 market-based RSUs granted in 2023 vest over the requisite service period and require continuous employment.
+Added: The fair value of the market-based RSUs granted during 2023 was based on the fair market value of the Company’s Common Stock on the date of grant using a Monte Carlo simulation model.
+Added: The weighted-average grant date fair value of the market-based RSUs granted during the year ended December 31, 2023 was $ 0.56 per RSU.
Significant inputs into the Monte Carlo simulation model used to value market-based RSUs granted during the year ended December 31, 2023 were as follows:
4 unchanged sentences
Estimated time to expiration (years)
−Removed: Stock-based compensation expense related to RSUs granted to employees was $ 10.9 million and $ 43.3 million for the years ended December 31, 2023 and December 31, 2022, respectively.
+Added: Stock-based compensation expense related to RSUs was $ 11.2 million and $ 10.9 million for the years ended December 31, 2024 and December 31, 2023, respectively.
As of December 31, 2024, the unrecognized compensation expense related to unvested RSUs was $ 14.0 million which is expected to be recognized over a weighted-average period of 1.96 years.
6 unchanged sentences
(14) Net Loss Per Share
−Removed: As a result of the Business Combination (see Note 3), the Company has retroactively adjusted the weighted average shares outstanding prior to March 2, 2022 to give effect to the Exchange Ratio used to determine the number of shares of Common Stock into which they were converted.
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts):
2 unchanged sentences
Net loss per share - basic and diluted
−Removed: There are 3,059,273 Sponsor Vesting Shares that were not included in the computations of basic and diluted net loss per share for the years ended December 31, 2023 and 2022, respectively, because the contingencies for the issuance of these shares have not been met.
+Added: There are 3,059,273 Sponsor Vesting Shares that were not included in the computations of basic and diluted net loss per share for the years ended December 31, 2024 and December 31, 2023 because the contingencies for the issuance of these shares have not been met.
The weighted-average common shares outstanding for the years ended December 31, 2024 and December 31, 2023 include 963,297 and 1,194,069 weighted-average shares for warrants having an exercise price of $ 0.01 per share each, respectively.
−Removed: The Company’s potential dilutive securities, which include stock options, restricted stock units, convertible preferred stock and warrants have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive.
+Added: The Company’s potential dilutive securities, which include stock options, restricted stock units and warrants have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive.
Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same.
4 unchanged sentences
Restricted Stock Units
−Removed: (1) The number of outstanding warrants does not include 1,340,310 Unvested Customer Warrants as of December 31, 2023 and December 31, 2022, respectively.
+Added: (1) The number of outstanding warrants does not include unvested customer warrants for 1,340,310 shares as of December 31, 2024 and December 31, 2023.
(15) Revenue Recognition
1 unchanged sentence
Year Ended December 31,
−Removed: Collaborative research, other professional services and related materials
+Added: Collaborative research and professional services
+Added: Collaborative research materials and sales of quantum computers
Access to quantum computing systems
8 unchanged sentences
Unbilled receivables
−Removed: Deferred revenue
+Added: Current portion of deferred revenue
+Added: Deferred revenue, less current portion
Changes in deferred revenue from contracts with customers were as follows:
4 unchanged sentences
Total deferred revenue at end of period
+Added: Current portion of deferred revenue
+Added: Deferred revenue, less current portion
Amounts recognized as revenue from beginning contract liabilities during the years ended December 31.
2 unchanged sentences
As of December 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ 2.2 million.
−Removed: The Company expects to recognize estimated revenues related to performance obligations that are unsatisfied (or partially satisfied) during the next twelve months.
+Added: The Company expects to recognize estimated revenues related to performance obligations that are unsatisfied (or partially satisfied) during the next twelve months, except for the non-current portion of deferred revenue of $ 0.7 million.
The Company has not identified any costs that are incremental to the acquisition of customer contracts that would be capitalized as deferred costs on the balance sheet in accordance with ASC 340-40.
Accordingly, the Company does not have any capitalized contract fulfillment costs as of December 31, 2024 or December 31, 2023, respectively.
−Removed: (18) Concentrations, Significant Customers and Geographic Areas
−Removed: Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments in the form of U.S government agency bonds and corporate bonds, and trade accounts receivable.
−Removed: The Company’s cash and cash equivalents and short- term investments are placed with high-credit-quality financial institutions, and at times exceed federally insured limits.
−Removed: To date, the Company has not experienced any credit loss relating to its cash and cash equivalents or short-term investments.
+Added: (16) Segments, Geographical Information, Concentrations and Significant Customers
+Added: In addition to consolidated net loss, our CODM reviews and utilizes natural expenses such as employee wages and benefits at a consolidated level and capital expenditures including fixed asset additions to manage the Company’s operations and strategic growth initiatives.
+Added: The measure of segment assets is reported in the balance sheet as total consolidated assets.
+Added: The following table sets forth our segment information of revenue, expenses and net loss (in thousands):
+Added: Year Ended December 31,
+Added: Salaries and employee related costs
+Added: Stock-based compensation
+Added: Rent and facilities
+Added: Professional services and legal fees
+Added: Technology & IT costs
+Added: Direct and indirect materials
+Added: Depreciation and amortization expense
+Added: Interest expense
+Added: Other segment items (1)
+Added: Segment and net loss
+Added: (1) Other segment items include interest income, restructuring costs, write-off of Ampere forward agreement and deferred offering costs, changes in fair value of derivative warrant liabilities and earnout liabilities and other operational expenses which are reflected in the consolidated statements of operations.
+Added: The following table presents a summary of our segment fixed asset additions (in thousands):
+Added: Year Ended December 31,
+Added: Quantum computing fridges
+Added: Process equipment
+Added: Leasehold improvements
+Added: Construction in progress and other assets
+Added: Total property and equipment
+Added: The following table presents a summary of revenue by geography (in thousands):
+Added: Year Ended December 31,
+Added: United States
+Added: Asia and Others
+Added: Total revenue
+Added: Revenues from external customers are attributed to individual countries based on the physical location in which the services are provided or the particular customer location with whom the Company has contracted.
+Added: Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable.
+Added: The Company’s cash and cash equivalents are placed with high-credit-quality financial institutions, and at times exceed federally insured limits.
+Added: To date, the Company has not experienced any credit loss relating to its cash and cash equivalents.
Significant customers that represent 10 % or more of revenue are set forth in the following tables:
6 unchanged sentences
* Customer accounted for less than 10 % of accounts receivable at the respective point in time.
−Removed: The following table presents a summary of revenue by geography (in thousands):
−Removed: Year Ended December 31,
−Removed: United States
−Removed: Total revenue
−Removed: Revenues from external customers are attributed to individual countries based on the physical location in which the services are provided or the particular customer location with whom the Company has contracted.
(17) Income Taxes
1 unchanged sentence
Year Ended December 31,
−Removed: The Company did not pay any income taxes in the years ended December 31, 2023 or December 31, 2022, respectively.
+Added: The Company did not pay any income taxes for the years ended December 31, 2024 or December 31, 2023, respectively.
All components of the Company’s current and deferred income tax provisions for the years ended December 31, 2024 and December 31, 2023 were zero .
16 unchanged sentences
Net deferred tax assets
−Removed: The effective tax rate differs from the statutory rate, primarily due to the Company’s history of incurring losses which have not been benefited, write-off of federal and state net operating loss carryforwards and research and development tax credit carryforwards under Internal Revenue Code (IRC) section 382 limitation, stock-based compensation and other permanent differences, during the year ended December 31, 2023.
+Added: The effective tax rate differs from the statutory rate, primarily due to the Company’s history of incurring losses which have not been benefited, write-off of federal and state net operating loss carryforwards and research and development tax credit carryforwards under Internal Revenue Code (IRC) section 382 limitation, stock-based compensation and other permanent differences.
+Added: Significant components of the differences between the statutory tax rate and the Company’s effective tax rate for the years ended December 31, 2024 and December 31, 2023 are as follows:
Year Ended December 31,
1 unchanged sentence
State and local income taxes
−Removed: Federal IRC section 382 limitation
+Added: Executive Compensation - IRC 162M
+Added: Net operating loss limitation ownership change
Stock-based compensation
Fair market value adjustments
−Removed: Non-deductible executive compensation
−Removed: Goodwill impairment
−Removed: Transaction costs
Change in valuation allowance
2 unchanged sentences
federal and state deferred tax assets have been fully offset by a valuation allowance.
−Removed: The net change in the total valuation allowance was a decrease of approximately $ 1.2 million and an increase of $ 30.3 million for the years ended December 31, 2023 and December 31, 2022, respectively.
+Added: The net change in total valuation allowance increased by approximately $ 17.9 million and decreased by $ 1.2 million for the years ended December 31, 2024 and December 31, 2023, respectively.
As of December 31, 2024, the Company had net operating loss carryforwards for federal income tax purposes of $ 282.0 million, of which $ 278.4 million does not expire;
4 unchanged sentences
Similar rules apply under state tax laws.
−Removed: These ownership changes limit the amount of net operating loss carryforwards and research and development tax credit carryforwards that can be utilized annually to reduce the Company’s federal and state income tax liability, if any.
+Added: These ownership changes limit the amount of net operating loss carryforwards and research and development tax credit carryforwards that can be utilized annually to reduce the Company’s federal and state income tax liabilities, if any.
Such annual limitations could result in the expiration of the net operating loss carryforwards and research and development tax credit carryforwards before their utilization.
1 unchanged sentence
Based upon this assessment, the Company reduced the gross deferred tax assets related to its federal and state net operating loss carryforwards and federal research and development tax credit carryforwards.
−Removed: For financial statement purposes, the Company previously included the federal and state net operating loss carryforwards and research and development tax credit carryforwards in the deferred tax assets with a full valuation allowance.
+Added: For financial statement purposes, the Company previously included the federal and state net operating loss carryforwards and research and development tax credit carryforwards in deferred tax assets with a full valuation allowance.
Due to the valuation allowance, the reduction in the net operating loss carryforwards and research and development tax credit carryforwards did not have an impact on the Company’s net loss for the year ended December 31, 2023.
+Added: During the year ended December 31, 2024, the Company again assessed whether an ownership change, as defined by Section 382, occurred during the period from January 1, 2023 through December 31, 2024.
+Added: Based upon the updated assessment conducted in 2024, the Company concluded that an additional ownership change occurred in November of 2024;
+Added: however, based on the annual limitation from the November 2024 ownership change, none of the net operating losses or research and development tax credits are expected to expire prior to their potential use, as such there was no additional reduction to the gross deferred tax assets during the year ended December 31, 2024.
The Company files U.S.
8 unchanged sentences
Current year increase
−Removed: Prior year adjustment - (decrease)
+Added: Reduction of prior year position
Ending balance
4 unchanged sentences
Affected employees were offered separation benefits, including severance payments and temporary healthcare coverage assistance.
−Removed: The Company began implementing activities with respect to the revised business plan, updated technology roadmap and reduction in workforce in February 2023 and incurred a restructuring charge of $ 1.0 million which was paid during the year.
+Added: The Company began implementing activities with respect to the revised business plan, updated technology roadmap and reduction in workforce in February 2023 and incurred a restructuring charge of $ 1.0 million which was paid in full during 2023.
Work activities regarding the revised business plan and updated technology roadmap are ongoing.
In addition to the charge for restructuring, the Company also incurred $ 1.0 million for contractual severance benefits related to executive officers of the Company that were terminated in the year ended December 31, 2023.
−Removed: The remaining balance in the Company’s accrual for contractual severance benefits related to executive officers as of December 31, 2023 of $ 0.2 million will be paid out monthly through February 2024.
+Added: The remaining balance in the Company’s accrual for contractual severance benefits related to executive officers as of December 31, 2023 of $ 0.2 million was paid out monthly through February 2024.
+Added: (19) Accumulated Other Comprehensive Income (Loss)
+Added: Components of accumulated other comprehensive income (loss) are as follows (in thousands):
+Added: Foreign Currency Translation Adjustment
+Added: Available-for-Sale
+Added: Accumulated Other
+Added: Comprehensive Income (Loss)
+Added: Balances at December, 2022
+Added: Other comprehensive income
+Added: Balances at December, 2023
+Added: Other comprehensive income (loss)
+Added: Balances at December, 2024
+Added: There are no reclassification adjustments or income taxes associated with any of the components of accumulated other comprehensive income (loss).
(20) Contingencies
7 unchanged sentences
The Company has not incurred any costs as a result of such indemnification obligations and has not recorded any liabilities related to such obligations in the consolidated financial statements.
+Added: (21) Subsequent Event
+Added: On February 27, 2025, the Company entered into a Collaboration Agreement (the “Collaboration Agreement”) with Quanta Computer Inc., a Taiwan corporation (“Quanta”).
+Added: The term of the Collaboration Agreement is for five years , subject to cancellation under certain circumstances, including as a result of the failure to obtain the BIS Clearance (as defined below) by December 31, 2025.
+Added: Pursuant to the Collaboration Agreement, during the five year period following February 27, 2025, the Company has agreed it will invest at least $ 250.0 million in the field of quantum computing, in furtherance of its product roadmap, and Quanta has agreed it will invest at least $ 250.0 million in the field of quantum computing, and the investment by Quanta will be towards personnel and capital expenditures for developing products and services and manufacturing capability in furtherance of the Company’s product roadmap.
+Added: Under the Collaboration Agreement, the Company will retain all rights, title and ownership to all QPU Technology (as defined in the Collaboration Agreement) and related intellectual property (IP) rights created in the course of activities specified in a statement of work under the Collaboration Agreement.
+Added: Other than the QPU Technology and IP rights described above, to the extent there is any jointly created, invented or other developed technology in the course of the performance of activities specified in a statement of work under the Collaboration Agreement, the Company and Quanta will jointly own, and each party will hold a one -half undivided interest in, all such joint project technology and all newly-created or newly-arising IP rights with respect thereto.
+Added: In connection with the Collaboration Agreement, on February 27, 2025, the Company entered into a securities purchase agreement with Quanta, pursuant to which the Company agreed to sell and issue to Quanta in a private placement transaction 3,020,412 shares of its Common Stock at a price per share of approximately $ 11.59 , for an aggregate value of approximately $ 35.0 million.
+Added: The closing of the securities purchase agreement and private placement transaction referred to above is subject to (i) the expiration of a 30-day waiting period after the Company’s submission of a classification request to the Bureau of Industry and Security of the Department of Commerce (the “BIS Clearance”), (ii) the effectiveness of the Collaboration Agreement as of the closing, and (iii) the entry into a board observer and confidentiality agreement immediately prior to the private placement closing.
+Added: Quanta will have the option and right to appoint a single representative to attend certain meetings of the board of directors of the Company, subject to exceptions, in a non-voting observer capacity.
+Added: The securities purchase agreement also contains a lock-up provision prohibiting Quanta from selling any of the shares of the Company’s Common Stock acquired in the private placement transaction for a three year period following the closing of the private placement transaction.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURE
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.