Rigetti Computing, Inc. 10-K

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk. We are a smaller reporting company as defined by Rule12b-2 of the Exchange Act and are not required to provide the information required under this item. ​ 69 Table of Contents ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA RIGETTI COMPUTING, INC. ​ INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID # 243 ) ​ 71 Consolidated Balance Sheets ​ 72 Consolidated Statements of Operations ​ 73 Consolidated Statements of Comprehensive Loss ​ 74 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) ​ 75 Consolidated Statements of Cash Flows ​ 76 Notes to Consolidated Financial Statements ​ 77 ​ ​ 70 Table of Contents Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors Rigetti Computing, Inc. Berkeley, California Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Rigetti Computing, Inc. (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”). 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ BDO USA, P.C. We have served as the Company’s auditor since 2021. Spokane, Washington March 7, 2025 ​ 71 Table of Contents RIGETTI COMPUTING, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 Assets Current assets: Cash and cash equivalents ​ $ 67,674 ​ $ 21,392 Available-for-sale investments - short-term ​ ​ 124,420 ​ ​ 78,537 Accounts receivable ​ ​ 2,427 ​ ​ 5,029 Prepaid expenses ​ ​ 3,156 ​ ​ 1,938 Other current assets ​ ​ 9,081 ​ ​ 771 Total current assets ​ ​ 206,758 ​ ​ 107,667 Available-for-sale investments - long-term ​ ​ 25,068 ​ ​ — Property and equipment, net ​ ​ 44,643 ​ ​ 44,483 Operating lease right-of-use assets ​ ​ 7,993 ​ ​ 7,634 Other assets ​ ​ 325 ​ ​ 129 Total assets ​ $ 284,787 ​ $ 159,913 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 1,590 ​ $ 5,772 Accrued expenses and other current liabilities ​ ​ 8,005 ​ ​ 8,563 Current portion of deferred revenue ​ ​ 113 ​ ​ 343 Current portion of debt ​ ​ — ​ ​ 12,164 Current portion of operating lease liabilities ​ ​ 2,159 ​ ​ 2,210 Total current liabilities ​ ​ 11,867 ​ ​ 29,052 Debt, less current portion ​ ​ — ​ ​ 9,894 Deferred revenue, less current portion ​ ​ 698 ​ ​ — Operating lease liabilities, less current portion ​ ​ 6,641 ​ ​ 6,297 Derivative warrant liabilities ​ ​ 93,095 ​ ​ 2,927 Earn-out liabilities ​ ​ 45,897 ​ ​ 2,155 Total liabilities ​ ​ 158,198 ​ ​ 50,325 Commitments and contingencies (Note 20) ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ ​ Preferred stock, par value $ 0.0001 per share, 10,000,000 shares authorized, none outstanding ​ ​ — ​ ​ — Common stock, par value $ 0.0001 per share, 1,000,000,000 shares authorized, 283,546,871 shares issued and outstanding at December 31, 2024 and 147,066,336 shares issued and outstanding at December 31, 2023 ​ ​ 29 ​ ​ 14 Additional paid-in capital ​ ​ 681,202 ​ ​ 463,089 Accumulated other comprehensive income ​ ​ 105 ​ ​ 244 Accumulated deficit ​ ​ ( 554,747 ) ​ ​ ( 353,759 ) Total stockholders’ equity ​ ​ 126,589 ​ ​ 109,588 Total liabilities and stockholders’ equity ​ $ 284,787 ​ $ 159,913 ​ See accompanying notes to consolidated financial statements. ​ 72 Table of Contents RIGETTI COMPUTING, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except for per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Revenue ​ $ 10,790 ​ $ 12,008 Cost of revenue ​ ​ 5,093 ​ ​ 2,800 Total gross profit ​ ​ 5,697 ​ ​ 9,208 Operating expenses: ​ ​ ​ ​ ​ Research and development ​ ​ 49,750 ​ ​ 52,768 Selling, general and administrative ​ ​ 24,457 ​ ​ 27,744 Restructuring ​ ​ — ​ ​ 991 Total operating expenses ​ ​ 74,207 ​ ​ 81,503 Loss from operations ​ ​ ( 68,510 ) ​ ​ ( 72,295 ) Other income (expense), net ​ ​ ​ ​ Interest expense ​ ​ ( 3,255 ) ​ ​ ( 5,779 ) Interest income ​ ​ 5,113 ​ ​ 5,076 Change in fair value of derivative warrant liabilities ​ ​ ( 90,168 ) ​ ​ ( 1,160 ) Change in fair value of earn-out liabilities ​ ​ ( 43,742 ) ​ ​ ( 949 ) Loss on extinguishment of debt ​ ​ ( 426 ) ​ ​ — Total other expense, net ​ ​ ( 132,478 ) ​ ​ ( 2,812 ) Net loss before provision for income taxes ​ ​ ( 200,988 ) ​ ​ ( 75,107 ) Provision for income taxes ​ ​ — ​ ​ — Net loss ​ $ ( 200,988 ) ​ $ ( 75,107 ) Net loss per share attributable to common stockholders – basic and diluted ​ $ ( 1.09 ) ​ $ ( 0.57 ) Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted ​ ​ 184,666 ​ ​ 131,977 ​ See accompanying notes to consolidated financial statements. ​ 73 Table of Contents RIGETTI COMPUTING, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Net loss ​ $ ( 200,988 ) ​ $ ( 75,107 ) Other comprehensive (loss) income: ​ ​ ​ ​ Foreign currency translation adjustments ​ ​ ( 205 ) ​ ​ 80 Unrealized gains on available-for-sale debt securities ​ ​ 66 ​ ​ 325 Total other comprehensive (loss) income before income taxes ​ ​ ( 139 ) ​ ​ 405 Income taxes ​ ​ — ​ ​ — Total other comprehensive (loss) income after income taxes ​ ​ ( 139 ) ​ ​ 405 Total comprehensive loss ​ $ ( 201,127 ) ​ $ ( 74,702 ) ​ See accompanying notes to consolidated financial statements. ​ 74 Table of Contents RIGETTI COMPUTING, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-In ​ Comprehensive ​ Accumulated ​ Stockholders’ ​ Shares Amount Capital Income (Loss) Deficit Equity Balance at December 31, 2022 125,257 $ 12 $ 429,025 $ ( 161 ) $ ( 278,652 ) $ 150,224 Issuance of common stock upon exercise of stock options 4,046 ​ — ​ 1,121 ​ — ​ — ​ 1,121 Issuance of common stock upon exercise of common stock warrants 479 ​ — ​ 5 ​ — ​ — ​ 5 Issuance of common stock upon release of RSUs 3,863 ​ — ​ — ​ — ​ — ​ — Proceeds from sale of common stock pursuant to the Common Stock Purchase Agreement - B. Riley 13,421 ​ 2 ​ 20,542 ​ — ​ — ​ 20,544 Capitalization of deferred costs to equity upon share issuance — ​ — ​ ( 13 ) ​ — ​ — ​ ( 13 ) Stock-based compensation — ​ — ​ 12,409 ​ — ​ — ​ 12,409 Foreign currency translation gain — ​ — ​ — ​ 80 ​ — ​ 80 Change in unrealized gains on available-for-sale securities — ​ — ​ — ​ 325 ​ — ​ 325 Net loss — ​ — ​ — ​ — ​ ( 75,107 ) ​ ( 75,107 ) Balance, December 31, 2023 147,066 ​ 14 ​ 463,089 ​ 244 ​ ( 353,759 ) ​ 109,588 Issuance of common stock upon exercise of stock options 995 ​ 1 ​ 551 ​ — ​ — ​ 552 Issuance of common stock upon exercise of common stock warrants 179 ​ — ​ 2 ​ — ​ — ​ 2 Issuance of common stock upon release of RSUs 6,441 ​ — ​ — ​ — ​ — ​ — Proceeds from sale of common stock pursuant to the Common Stock Purchase Agreement - B. Riley 10,057 ​ 1 ​ 12,837 ​ — ​ — ​ 12,838 Proceeds from sale of common stock through At-The-Market (ATM) Offering ​ 68,809 ​ ​ 8 ​ ​ 97,492 ​ ​ — ​ ​ — ​ ​ 97,500 Proceeds from sale of common stock through registered direct offering ​ 50,000 ​ ​ 5 ​ ​ 95,995 ​ ​ ​ ​ ​ ​ ​ ​ 96,000 Capitalization of deferred costs to equity upon share issuance — ​ — ​ ( 1,833 ) ​ — ​ — ​ ( 1,833 ) Stock-based compensation — ​ — ​ 13,069 ​ — ​ — ​ 13,069 Foreign currency translation loss — ​ — ​ — ​ ( 205 ) ​ — ​ ( 205 ) Change in unrealized gains on available-for-sale securities — ​ — ​ — ​ 66 ​ — ​ 66 Net loss — ​ — ​ — ​ — ​ ( 200,988 ) ​ ( 200,988 ) Balance, December 31, 2024 283,547 ​ $ 29 ​ $ 681,202 ​ $ 105 ​ $ ( 554,747 ) ​ $ 126,589 ​ See accompanying notes to consolidated financial statements. ​ ​ ​ ​ 75 Table of Contents RIGETTI COMPUTING, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Cash flows from operating activities: ​ ​ Net loss ​ $ ( 200,988 ) ​ $ ( 75,107 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 6,906 ​ ​ 7,426 Stock-based compensation ​ ​ 13,069 ​ ​ 12,409 Change in fair value of earn-out liabilities ​ ​ 43,742 ​ ​ 949 Change in fair value of derivative warrant liabilities ​ ​ 90,168 ​ ​ 1,160 Change in fair value of forward contract ​ ​ — ​ ​ 2,229 Impairment of deferred offering costs ​ ​ — ​ ​ 836 Accretion of available-for-sale securities ​ ​ ( 3,622 ) ​ ​ ( 3,121 ) Loss on extinguishment of debt ​ ​ 426 ​ ​ — Amortization of debt issuance costs, commitment fees and accretion of final payment fees ​ ​ 844 ​ ​ 1,453 Non-cash lease expense ​ ​ 1,909 ​ ​ 1,682 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts receivable ​ ​ 2,602 ​ ​ 1,206 Prepaid expenses, other current assets and other assets ​ ​ ( 2,434 ) ​ ​ ( 259 ) Deferred revenue ​ ​ 468 ​ ​ ( 618 ) Accounts payable ​ ​ ( 1,036 ) ​ ​ 895 Accrued expenses and operating lease liabilities ​ ​ ( 2,681 ) ​ ​ ( 1,719 ) Net cash used in operating activities ​ ​ ( 50,627 ) ​ ​ ( 50,579 ) Cash flows from investing activities: ​ ​ ​ ​ Purchases of property and equipment ​ ​ ( 11,098 ) ​ ​ ( 9,059 ) Purchases of available-for-sale securities ​ ​ ( 224,764 ) ​ ​ ( 109,252 ) Maturities of available-for-sale securities ​ ​ 157,500 ​ ​ 119,084 Net cash (used in) provided by investing activities ​ ​ ( 78,362 ) ​ ​ 773 Cash flows from financing activities: ​ ​ ​ ​ Principal repayments and prepayment and final payment fees of notes payable ​ ​ ( 23,328 ) ​ ​ ( 8,333 ) Net payments of tax withholdings on sell-to-cover equity award transactions ​ ​ ( 6,272 ) ​ ​ — Proceeds from sale of common stock through Common Stock Purchase Agreement ​ ​ 12,838 ​ ​ 20,544 Proceeds from sale of common stock through At-The-Market (ATM) Offering ​ ​ 97,500 ​ ​ — Proceeds from sale of common stock through registered direct offering ​ ​ 96,000 ​ ​ — Payments of offering costs ​ ​ ( 1,833 ) ​ ​ ( 107 ) Proceeds from issuance of common stock upon exercise of stock options and warrants ​ ​ 554 ​ ​ 1,126 Net cash provided by financing activities ​ ​ 175,459 ​ ​ 13,230 Effects of exchange rate changes on cash and cash equivalents ​ ​ ( 188 ) ​ ​ 80 Net increase (decrease) in cash and cash equivalents ​ ​ 46,282 ​ ​ ( 36,496 ) Cash and cash equivalents – beginning of period ​ ​ 21,392 ​ ​ 57,888 Cash and cash equivalents – end of period ​ $ 67,674 ​ $ 21,392 Supplemental disclosures of other cash flow information: ​ ​ ​ ​ Cash paid for interest ​ $ 2,350 ​ $ 4,340 Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ Capitalization of deferred costs to equity upon share issuance ​ ​ — ​ ​ 13 Purchases of property and equipment recorded in accounts payable ​ ​ 466 ​ ​ 3,612 Purchases of property and equipment recorded in accrued expenses ​ ​ 150 ​ ​ 1,019 Non-cash addition to operating lease right-of-use assets and lease liability ​ ​ 2,268 ​ ​ — Unrealized gain on short term investments ​ ​ 66 ​ ​ 325 ​ See accompanying notes to consolidated financial statements. ​ 76 Table of Contents RIGETTI COMPUTING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Description of Business Rigetti Computing, Inc. and its subsidiaries (collectively, the “Company” or “Rigetti”), builds quantum computers and the superconducting quantum processors that power them . The Company markets a 9-qubit quantum processing unit (QPU) under the Novera™ QPU trade name. Through the Company’s Quantum Computing as a Service (“QCaaS”) platform, the Company’s machines can be integrated into any public, private or hybrid cloud. The Company is located and headquartered in Berkeley, California. The Company also operates in Fremont, California; London, United Kingdom; Adelaide, Australia and British Columbia, Canada. The Company’s revenue is derived primarily from operations in the United States and the United Kingdom. (2) Summary of Significant Accounting Policies Basis of Presentation On March 2, 2022 (the “Closing Date”), a merger transaction between Rigetti Holdings, Inc. (“Legacy Rigetti”) and Supernova Partners Acquisition Company II, Ltd. (“SNII”) was completed (the “Business Combination”). 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. 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. 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. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Rigetti issuing stock for the net assets of SNII, accompanied by a recapitalization. The primary asset acquired from SNII was cash that was assumed at historical costs. Separately, the Company also assumed warrants that were deemed to be derivatives and meet liability classification subject to fair value adjustment measurements upon closing of the Business Combination (the “Closing”). No goodwill or other intangible assets were recorded because of the Business Combination. While SNII was the legal acquirer in the Business Combination because Legacy Rigetti was deemed the accounting acquirer, the historical financial statements of Legacy Rigetti became the historical financial statements of the combined company, upon the consummation of the Business Combination. Risks and Uncertainties The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the 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 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. 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. 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. 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. 77 Table of Contents Principles of Consolidation The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Emerging Growth Company Following the Business Combination, the Company qualifies as an emerging growth company (‘‘EGC’’) as defined in the Jumpstart our Business Startups (‘‘JOBS’’) Act. The JOBS Act permits companies with EGC status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they apply to private companies. The Company intends to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the consolidated financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates. Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. 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. 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. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates. Segments 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. Accordingly, our CODM uses consolidated net loss to measure segment profit or loss, allocate resources and assess performance. 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. 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 The Company’s reporting currency is the US dollar. The functional currencies of the Company’s foreign subsidiaries are their respective local currencies (UK pounds sterling, Australian dollar and Canadian dollar), which are the monetary unit of account of the principal economic environment in which the Company’s foreign subsidiaries operate. Assets and liabilities of the foreign subsidiaries are translated into US dollars at exchange rates in effect at each period end. Revenues and expenses are translated at average exchange rates in effect during the period. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Foreign currency transaction gains and losses resulting from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other income (expense), net in the consolidated statements of operations and have not been material for all periods presented. Comprehensive Loss Comprehensive loss consists of two components including net loss and total other comprehensive (loss) income after taxes. 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. 78 Table of Contents 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. Cash and cash equivalents consist of funds maintained in demand deposit accounts, money market accounts and a U.S. treasury security. Cash and cash equivalent balances, at times, may exceed federally insured limits. Cash equivalents are stated at fair value. Investments The Company determines the classification of its investment securities at the time of purchase. All investments in fixed income securities with remaining maturities at the date of purchase of more than three months are presently classified as available-for-sale and may be sold in response to changes in interest rates, prepayment risk or other market factors. Investments classified as available for sale are recorded at fair value in the consolidated balance sheets and are classified as short-term or long-term assets based on their maturity date and expectations regarding sales. Fair values are primarily determined using quoted market prices or valuations provided by external investment managers who obtain them from a variety of industry standard data providers. Unrealized gains and losses on available for sale investments are included as a separate component of accumulated other comprehensive income (loss), until realized. The Company evaluates its investments to assess whether those in an unrealized loss position are other than temporarily impaired. Impairments are considered other than temporary if they are related to a deterioration in credit risk or if it is likely the Company will sell the securities before recovery of the amortized cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the statements of operations. See Note 4 for further information regarding fair value. Interest income and dividends are recognized in interest income on an accrual basis. Premiums and discounts on debt securities are amortized as an adjustment to interest income over the period to maturity of the related security using the effective interest method. Accounts Receivable Accounts receivable are recorded at invoice value, net of allowance for credit losses. Unbilled receivables are included in accounts receivable and include amounts that were invoiced subsequent to the period end for which revenue was recognized in advance of the right to invoice. Expected credit losses for uncollectible receivable balances consider both current conditions and reasonable and supportable forecasts of future conditions. Current conditions considered include predefined aging criteria, as well as specified events that indicate the balance due is not collectible. Reasonable and supportable forecasts used in determining the probability of future collections consider publicly available macroeconomic data and whether future credit losses are expected to differ from historical losses. The Company is not party to any off-balance sheet arrangements that would require an allowance for credit losses. 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 Prepaid expenses and other current assets include prepaid software, prepaid insurance, other prepaid expenses and other current assets, all of which are expected to be recognized or realized within the next 12 months. Deferred Offering Costs The Company capitalizes certain legal, accounting, and other third-party fees that are directly associated with the issuance of shares under a registration statement filed with the SEC. 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. 79 Table of Contents Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. ​ ​ ​ Furniture and information technology hardware (IT Hardware) 3 years Process equipment 7 years Quantum computing fridges 3 - 10 years Leasehold and other improvements Shorter of the lease-term or estimated useful-life ​ Expenditures for repairs and maintenance are expensed as incurred. Upon disposition, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in other income (expense), net in the consolidated statements of operations. Impairment of Long-Lived Assets Long-lived assets, which consist of property and equipment and operating lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset (asset group) may not be recoverable. When such events or changes in circumstances occur, the Company performs an undiscounted cash flow analysis to determine if an impairment exists and, if so, an impairment loss would be recorded based on the excess of the carrying amount of the asset (asset group) over its fair value. During 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. Leases The Company determines if an arrangement is or contains a lease at inception. 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. 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. The Company accounts for lease and non-lease components as a single lease component for office leases. Lease and non-lease components for all other leases are generally accounted for separately. Additionally, the Company does not record leases on the balance sheet that, at the lease commencement date, have a lease term of 12 months or less. 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. Deferred Financing Costs The incremental cost, including the fair value of warrants, directly associated with obtaining debt financing is capitalized as deferred financing costs upon the issuance of the debt and amortized over the term of the related debt agreement using the effective-interest method with such amortized amounts included as a component of interest expense in the consolidated statements of operations. Unamortized deferred financing costs are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt obligation. Public and Private Warrants 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. Specifically, the Private Warrants contain provisions that cause the settlement amounts to be dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the Private Warrants are not considered indexed to the Company’s stock and should be classified as a liability. Since the Private Warrants meet the definition of a derivative, the Company 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. 80 Table of Contents The Public Warrants also fail to meet the indexation guidance in Accounting Standards Codification (“ASC”) Topic 815 , Derivatives and Hedging (“ASC 815”), and are accounted for as liabilities because they include a provision whereby if there is not an e f fective registration statement, the warrant holders have a cap of 0.361 shares of Common Stock per warrant (subject to adjustment), on the issuable number of shares in a cashless exercise. Subsequent to the separate listing and trading of the Public Warrants, their fair value has been measured based on the observable listed trading prices for such warrants. See Notes 4 and 9 for further information regarding the fair value of the Public and Private Warrants. Earn-Out Liabilities At the closing of the Business Combination, the Sponsor subjected the Sponsor Vesting Shares to forfeiture and vesting conditions as of the Closing Date, with vesting occurring only if thresholds related to the weighted average price of Common Stock are met for the duration of various specified consecutive day trading periods during the five-year period following the Closing as described in Note 10 (the “Earn-Out Triggering Events”). Any such shares held by the Sponsor that remain unvested after the fifth anniversary of the Closing will be forfeited. These Sponsor Vesting Shares are accounted for as liability classified instruments because the Earn-Out Triggering Events that determine the number of Sponsor Vesting Shares to be earned back by the Sponsor include outcomes that are not solely indexed to the Common Stock of the Company. The aggregate fair value of the Sponsor Vesting Shares on the Closing Date was estimated using a Monte Carlo simulation model. 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. As of December 31, 2024, the Earn-Out Triggering Events were not achieved for any of the tranches of Sponsor Vesting Shares. See Note 10 for further information regarding the earn-out liabilities. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers and accounts for certain contract costs in accordance with ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers. The Company recognizes revenue from contracts with customers by applying the following five-step model: ● Identify the contract with a customer ● Identify the performance obligations in the contract ● Determine the transaction price ● Allocate the transaction price to the performance obligations in the contract ● Recognize revenue when (or as) performance obligations are satisfied The Company generates revenue through its Quantum Computing as a Service (“QCaaS”), sales of QPUs and custom computing components, and development contracts and other services. Access to Rigetti quantum computing systems can be purchased as a quantum computing subscription, or on a usage basis for a specified quantity of hours. Revenue related to subscription-based access to (“QCaaS”) is recognized over time as access to the systems is provided on a ratable basis over the subscription term, which can range from 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. Revenue related to usage-based access to Rigetti quantum computing systems is recognized over time as the systems are accessed using an output method based on compute credit hours expended. The Company believes this output method provides a faithful depiction of the transfer of the services because the customer has purchased a specified quantity of hours of usage that diminishes each time an hour is expended and therefore each hour of access to the systems is considered a discrete delivery of underlying services in these arrangements. Revenue related to the sale of QPUs, including Novera™ , and custom quantum computing components is recognized at a point in time when obligations under the terms of the contract with our customer are satisfied, generally with the transfer of control upon shipment for sales of QPUs, and upon customer acceptance for sales of custom quantum computing components. Development contracts are generally multi-year, non-recurring arrangements in which the Company provides professional services regarding practical applications of quantum computing to technology and business problems within the customer’s industry or organization and assists the customer in developing quantum algorithms and applications that will provide commercial value to the customer in areas of business interest. Development contracts are 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. 81 Table of Contents Revenue related to development contracts and other services is recognized over time based on completed milestones or hours or costs incurred as appropriate. Revenue for partially completed milestones deemed probable of being met is recognized using an input measure based on actual labor hours incurred to date relative to total estimated labor hours needed to complete the milestone. The Company believes this input measure of progress provides a faithful depiction of the transfer of the services because it closely depicts the Company’s efforts or inputs to the satisfaction of the performance obligation. When the Company’s contracts with customers contain multiple performance obligations, the transaction price is allocated on a relative standalone selling price basis to each performance obligation. The Company typically determines standalone selling price based on observable selling prices of its products and services. In instances where standalone selling price is not directly observable, standalone selling price is determined using information that may include market conditions and other observable inputs. Standalone selling price is typically established as a range. In situations in which the stated contract price for a performance obligation is outside of the applicable standalone selling price range and has a different pattern of transfer to the customer than the other performance obligations in the contract, the Company will reallocate the total transaction price to each performance obligation based on the relative standalone selling price of each. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue is recorded based on the transaction price, which includes fixed consideration and estimates of variable consideration. The amount of variable consideration included in the transaction price is constrained and is included only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s contracts with customers may include renewal or other options at fixed prices. Determining whether such options are considered distinct performance obligations that provide the customer with a material right and therefore should be accounted for separately requires significant judgment. Judgment is required to determine the standalone selling price for each renewal 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. 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. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment, regardless of whether revenue has been recognized. If revenue has not yet been recognized, a contract liability (deferred revenue) is also recorded. If revenue is recognized in advance of the right to invoice, a contract asset or unbilled receivable is recorded, depending on whether the Company’s right to consideration is considered conditional or unconditional. Unbilled receivables are included within accounts receivable in the consolidated balance sheets. In instances where the timing of revenue recognition differs from the timing of the right to invoice, the Company has determined that a significant financing component generally does not exist. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the products and services and not to receive financing from or provide financing to the customer. Additionally, the Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. Payment terms on invoiced amounts are typically net 30 days. The Company does not offer rights of return for its products and services in the normal course of business, and contracts generally do not include service-type warranties that provide any incremental service to the customer beyond providing assurance that the goods and services conform to applicable specifications or customer-specific or subjective acceptance provisions. The Company also excludes from revenue government-assessed and imposed taxes on revenue-generating activities that are invoiced to customers. Costs of Obtaining and Fulfilling Contracts The Company has elected to apply the practical expedient to expense contract acquisition costs as incurred when the expected amortization period is one year or less. Cost of Revenue 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. 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 Research and development costs are expensed as incurred. Research and development expenses include compensation, employee benefits, stock-based compensation, outside consultant fees, allocation of facility costs, depreciation and amortization, materials and components purchased for research and development. 82 Table of Contents Selling, General and Administrative Selling, general and administrative expenses include compensation, employee benefits, stock-based compensation, professional service fees, allocation of facility costs, depreciation and amortization associated with general selling and administrative overhead activities. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 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. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. Net Loss Per Share Basic net loss per common share is computed by dividing the net loss available to common stockholders (the numerator) by the weighted average number of common shares outstanding (the denominator) during the period. Diluted net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares and potential common shares outstanding when the impact is not antidilutive. Potential common shares from stock options, unvested restricted stock units and common stock warrants are computed using the treasury stock method. Contingently issuable shares are included in basic net loss per share only when there is no circumstance under which those shares would not be issued. Shares issuable for little or no cash consideration shall be considered outstanding common shares and included in the computations of basic and diluted net loss per share. Stock-Based Compensation The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation . The Company’s share-based compensation awards are all equity-classified and consist of stock options, restricted stock units (“RSU”) and restricted stock awards (“RSA”). Most stock options and RSUs have a service-based vesting condition ranging from 1 to 5 years . Some stock options and RSUs include both a market-based and service-based vesting condition. RSAs are fully vested on the date of grant. The Company occasionally issues awards that might have different vesting conditions. Compensation expense is based on the grant-date fair value of the awards and recognized over the requisite service period using a straight-line method for awards that have a service-based vesting condition. 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. 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. The Company intends to issue new shares for all equity based awards. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company’s cash and cash equivalents are placed with high-credit-quality financial institutions, and at times exceed federally insured limits. To date, the Company has not experienced any credit loss relating to its cash and cash equivalents. Fair Value Measurements The Company reports all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: 83 Table of Contents Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3—Inputs are unobservable for the asset or liability. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety. Balance Sheet Reclassifications Certain balance sheet accounts from the prior period have been reclassified to conform with the current period presentation. Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - (Topic 815) (“ASU No. 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. ASU No. 2020-06 was effective for the Company as of January 1, 2024. The Company determined that the adoption of this standard did not have a material impact on the consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures” (“ASU No. 2023-07”). ASU No. 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. ASU No. 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. ASU No. 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. As a result of the Company’s adoption of ASU No. 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 In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The FASB issued this update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. 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. 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. ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2024 on a prospective basis. Retrospective application is also permitted. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: 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. 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. Early adoption is permitted. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements. 84 Table of Contents (3) Investments 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. 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 ​ ​ Amortized Unrealized Unrealized Fair ​ ​ Cost Gains Losses Value ​ Cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 29,806 ​ $ — ​ $ — ​ $ 29,806 ​ U.S. treasury security ​ ​ 24,835 ​ ​ — ​ ​ — ​ ​ 24,835 ​ Cash equivalents ​ $ 54,641 ​ $ — ​ $ — ​ $ 54,641 ​ Available-for-sale investments-short-term: ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. treasury securities ​ $ 124,352 ​ $ 69 ​ $ ( 1 ) ​ $ 124,420 ​ Available-for-sale investments – short-term ​ $ 124,352 ​ $ 69 ​ $ ( 1 ) ​ $ 124,420 ​ Available-for-sale investments-long-term: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. treasury security ​ $ 25,059 ​ $ 9 ​ $ — ​ $ 25,068 ​ Available-for-sale investments – long-term ​ $ 25,059 ​ $ 9 ​ $ — ​ $ 25,068 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Amortized Unrealized Unrealized Fair ​ Cost Gains Losses Value Cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 15,681 ​ $ — ​ $ — ​ $ 15,681 Available-for-sale investments-short-term: ​ ​ ​ ​ ​ ​ ​ ​ U.S. treasury securities ​ $ 45,252 ​ $ 18 ​ $ — ​ $ 45,270 U.S. government agency bonds ​ ​ 7,933 ​ ​ — ​ ​ ( 6 ) ​ ​ 7,927 Corporate bonds ​ ​ 25,341 ​ ​ 6 ​ ​ ( 7 ) ​ ​ 25,340 Available-for-sale investments – short-term ​ $ 78,526 ​ $ 24 ​ $ ( 13 ) ​ $ 78,537 ​ ​ The Company invests in highly rated investment grade debt securities. All of the Company’s available-for-sale securities have final maturities of one year or less, except for one U.S. 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. The Company evaluates whether it has the intention to sell any of these investments and whether it is more likely than not that it will be required to sell any of them before recovery of the amortized cost basis. Neither of these criteria were met as of December 31, 2024 or December 31, 2023, respectively. The Company additionally evaluates whether the decline in fair value of the securities below their amortized cost basis is related to credit losses or other factors. Based on this evaluation, the Company determined that the unrealized losses for its available-for-sale securities were primarily attributable to changes in interest 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. As of December 31, 2024, there was one security in an unrealized loss position with a market value of $ 24.4 million. 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. No available-for-sale securities were sold during the years ended December 31, 2024 or December 31, 2023, respectively. See Note 4 for additional information regarding the fair value of the Company’s investments. ​ 85 Table of Contents (4) Fair Value Measurements The following tables present the fair value hierarchy used to measure the Company’s financial assets and liabilities that are measured as of December 31, 2024 and December 31, 2023, respectively (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ Level 1 Level 2 Level 3 Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 29,806 ​ $ — ​ $ — U.S. treasury security ​ ​ — ​ ​ 24,835 ​ ​ — Short-term investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. treasury securities ​ ​ — ​ ​ 124,420 ​ ​ — Long-term investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. treasury security ​ ​ — ​ ​ 25,068 ​ ​ — Total Assets ​ $ 29,806 ​ $ 174,323 ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ Derivative warrant liability – Public Warrants ​ $ 70,265 ​ $ — ​ $ — Derivative warrant liability – Private Warrants ​ ​ — ​ ​ — ​ ​ 22,830 Earn-out liabilities ​ ​ — ​ ​ — ​ ​ 45,897 Total Liabilities ​ $ 70,265 ​ $ — ​ $ 68,727 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Level 1 Level 2 Level 3 Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ Money Market Funds ​ $ 15,681 ​ $ — ​ $ — Short-term investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S treasury securities ​ ​ — ​ ​ 45,270 ​ ​ — U.S. government agency bonds ​ ​ — ​ ​ 7,927 ​ ​ — Corporate bonds ​ ​ 25,340 ​ ​ — ​ ​ — Total Assets ​ $ 41,021 ​ $ 53,197 ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative warrant liability – Public Warrants ​ $ 1,323 ​ $ — ​ $ — Derivative warrant liability – Private Warrants ​ ​ — ​ ​ — ​ ​ 1,604 Earn-out liabilities ​ ​ — ​ ​ — ​ ​ 2,155 Total Liabilities ​ $ 1,323 ​ $ — ​ $ 3,759 ​ As of December 31, 2024 and December 31, 2023, the Company has recorded the following financial instruments subject to fair value measurements: 1) Derivative warrant liabilities—Public Warrants and Private Warrants, 2) Money Market Funds, 3) U.S. treasury securities, 4) U.S. government agency bonds and 5) Earn-out liabilities. The Company had long-term debt with a variable interest which was repaid in full prior to December 31, 2024. 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. The fair value of the Company’s Level 2 financial assets are determined by using inputs based on quoted market prices for similar instruments. All other financial instruments are classified as Level 3 instruments as they all include unobservable inputs. The Private Warrants are measured at fair value using a Black Scholes model. The fair value of the Earn-out liabilities are estimated using a Monte Carlo simulation model. The Company estimates the volatility of its Private Warrants and Earn-out liabilities based on the historical volatility of the Company’s common stock. 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. See Note 5 for further discussion regarding the Forward Warrant Agreement. 86 Table of Contents Previously, the Company used the implied volatility of its Public Warrants in its valuation models for the Private Warrants and Earn-out liabilities. 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. 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. 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. 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. A summary of the changes in the fair value of the Company’s Level 3 financial instruments during the years ended December 31, 2024, and December 31, 2023, respectively, is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Forward ​ ​ ​ Warrant Liability - ​ Warrant ​ Earn-out ​ Private Warrants Agreement Liabilities Balance – December 31, 2023 ​ $ 1,604 ​ $ — ​ $ 2,155 Change in fair value during the year ​ ​ 26,828 ​ ​ — ​ ​ 43,742 Transfer from Private Warrants to Public Warrants ​ ​ ( 5,602 ) ​ ​ — ​ ​ — Balance – December 31, 2024 ​ $ 22,830 ​ $ — ​ $ 45,897 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance – December 31, 2022 ​ $ 1,068 ​ $ ( 2,229 ) ​ $ 1,206 Change in fair value during the year ​ ​ 1,064 ​ ​ 2,229 ​ ​ 949 Transfer from Private Warrants to Public Warrants ​ ​ ( 528 ) ​ ​ — ​ ​ — Balance – December 31, 2023 ​ $ 1,604 ​ $ — ​ $ 2,155 ​ ​ (5) Forward Warrant Agreement In connection with the execution of the Merger Agreement in October 2021 (See Note 2), Rigetti entered into a warrant subscription agreement (“Forward Warrant Agreement”) with a strategic partner, Ampere Computing LLC (“Ampere”) for the purchase of a warrant for an aggregate purchase price (including amounts from exercise) of $ 10.0 million. The Forward Warrant Agreement provided for the issuance of a warrant for the purchase of up to an aggregate of 1,000,000 shares of Common Stock at an exercise price of $ 0.0001 . The purchase of the warrant was conditioned upon, among other things, the consummation of the Business Combination and the entry into a collaboration agreement between Rigetti and Ampere. The parties entered into the collaboration agreement in January 2022. Ampere was required to pay $ 5.0 million to Rigetti no later than the later of (i) the Closing and (ii) June 30, 2022. On June 30, 2022, pursuant to the Forward Warrant Agreement, the Company issued the warrant to Ampere upon receipt of an aggregate of $ 5.0 million (including the exercise price), and upon such payment and issuance, 500,000 shares of the Company’s Common Stock vested under the warrant and were immediately exercised by Ampere pursuant to the terms of the warrant. Ampere was required to pay an additional $ 5.0 million to Rigetti no later than the closing date of the listing of Ampere’s capital stock on a stock exchange, provided that if the listing had not occurred by the second anniversary of the Forward Warrant Agreement (October 2023), Ampere was not obligated to make the additional payment. Ampere’s obligation to make the additional $ 5.0 million payment has now expired. The Company filed a registration statement, pursuant to a Registration Rights Agreement with Ampere, registering the resale of the initial 500,000 shares issued under the warrant which was declared effective during the year ended December 31, 2022. The Company evaluated the Forward Warrant Agreement as a derivative in conjunction with the guidance of ASC 480, “Distinguishing Liabilities from Equity”. The Company calculated the fair value of the Forward Warrant Agreement at inception using the Forward Contract Pricing methodology. 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. As a result, the Forward Warrant Agreement had no value as of December 31, 2024 or December 31, 2023. ​ 87 Table of Contents (6) Property and Equipment, Net Property and equipment as of December 31, 2024 and December 31, 2023 are composed of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2024 ​ 2023 Quantum computing fridges ​ $ 42,854 ​ $ 39,801 Process equipment ​ 27,233 ​ 25,121 Leasehold improvements ​ 8,868 ​ 8,372 IT Hardware ​ 3,558 ​ 3,245 Construction in progress ​ ​ 1,339 ​ ​ — Furniture and other assets ​ 1,100 ​ 1,246 Total property and equipment ​ ​ 84,952 ​ ​ 77,785 Less: Accumulated depreciation and amortization ​ ( 40,309 ) ​ ( 33,302 ) Property and equipment - net ​ $ 44,643 ​ $ 44,483 ​ As of December 31, 2024 and December 31, 2023, 98.79 % and 99.95 %, respectively, of the total gross property and equipment was located in the United States, and 1.21 % and 0.05 %, respectively, of the total gross property and equipment was located in the United Kingdom. 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 . (7) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2024 ​ 2023 Utilities ​ $ 2,789 ​ $ 2,273 Property and other taxes ​ 391 ​ 2,039 Property and equipment ​ 150 ​ 1,019 Payroll and other payroll costs ​ 3,599 ​ 1,654 Subcontractor cost ​ 173 ​ 775 Accrued interest ​ — ​ 297 Professional and subscription fees ​ 430 ​ 220 Others ​ 473 ​ 286 ​ ​ $ 8,005 ​ $ 8,563 ​ ​ ( 8) Financing Arrangements Loan and Security Agreement 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”). The economic terms and cash flows of the Term Loans (defined below) remain unchanged under the Amended Loan Agreement. 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”). The outstanding principal balance of the Term Loans as of the Amendment Date was $ 16.2 million. 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. 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. 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. The final payment fees were being accreted and amortized into interest expense using the effective interest rate method over the term of the loan. 88 Table of Contents On December 9, 2024, the Company prepaid in full all amounts owed under the Amended Loan Agreement. 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. 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. Long term debt and the unamortized discount balances as of December 31, 2023 were as follows (in thousands): ​ ​ ​ ​ ​ ​ December 31, 2023 Outstanding principal amount ​ $ 22,376 Add: accreted liability of final payment fee ​ ​ 673 Less: unamortized debt discount, long-term ​ ​ ( 224 ) Less: current portion of long-term debt principal ​ ​ ( 12,931 ) Debt – net of current portion ​ $ 9,894 Current portion of long-term debt – principal ​ ​ 12,931 Less: current portion of unamortized debt discount ​ ​ ( 767 ) Debt – current portion ​ $ 12,164 ​ 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. 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. 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 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. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Common Stock. 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 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): ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ​ ● 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. 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. 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. 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. 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): ● 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; and ​ ● 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. 89 Table of Contents 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. 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. 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. The fair value of the Public Warrants is measured at each reporting period based on the listed price for the warrants, with subsequent changes in the fair value recognized in the consolidated statement of operations at each reporting date. 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. 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 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. 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. 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. 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. 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 December 31, 2024 December 31, 2023 Stock Price ​ $ 15.26 ​ $ 0.98 Strike Price ​ $ 11.50 ​ $ 11.50 Volatility (annual) (%) ​ ​ 140.00 % ​ ​ 144.50 % Risk-free rate (%) ​ ​ 4.21 % ​ ​ 4.00 % Estimated time to expiration (years) ​ ​ 2.17 ​ ​ 3.17 Dividend yield (%) ​ ​ — ​ ​ — ​ 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 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”). 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. 90 Table of Contents The Company determined that the Series C Warrants met the requirements for equity classification under ASC 480 and ASC 815. 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. As of December 31, 2024 and December 31, 2023, Series C Warrants issued and outstanding were 793,800 and 972,578 , respectively. Customer Warrant In February 2020, the Company issued a warrant to purchase 2,680,607 shares of Class A Common Stock to a customer in conjunction with a revenue arrangement (the “Customer Warrant”). The Customer Warrant has an exercise price of $ 1.152 per share and has a 10 -year term to expiration. The Customer Warrant vests upon the achievement of certain performance conditions (i.e., sales milestones) defined in the agreement, and upon a change of control, either 50 % or 100 % of the then unvested Customer Warrant will become fully vested, dependent on the acquiring party in the change of control transaction. The Customer Warrant can be exercised for cash or on a cashless basis. The Customer Warrant was assumed by the Company in connection with the Business Combination and converted into a warrant to purchase shares of Common Stock. The Company followed the guidance in ASC 718 and ASC 606 for the accounting of non-cash consideration payable to a customer. The Company determined that the Customer Warrant met the requirements for equity classification under ASC 718 and measured the Customer Warrant based on its grant date fair value, estimated to be $ 0.2 million. The Company recorded this amount as a deferred asset and additional paid in capital as of the issuance date, as the Company believes it is probable that all performance conditions (i.e., sales milestones) in the Customer Warrant will be met. 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: ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 Vested Customer warrant shares 1,340,297 1,340,297 Unvested Customer warrant shares 1,340,310 1,340,310 ​ 2,680,607 2,680,607 ​ ​ (10) Earn-out Liabilities 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”). 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. Sponsor Vesting Shares – Vesting Provisions: (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 (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”). Any such shares held by the Sponsor Holders that remain unvested after the fifth anniversary of the closing of the Business Combination will be forfeited. The $ 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. 91 Table of Contents 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. 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. Significant inputs into the Monte Carlo simulation models as of December 31, 2024 and December 31, 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ Valuation Assumptions December 31, 2024 December 31, 2023 Stock price ​ $ 15.26 ​ $ 0.98 Simulated trading days ​ ​ 542 ​ ​ 798 Annual volatility (%) ​ ​ 140.00 % ​ ​ 144.50 % Risk-free rate (%) ​ ​ 4.21 % ​ ​ 4.00 % Estimated time to expiration (in years) ​ ​ 2.17 ​ ​ 3.17 ​ ​ ​ (11) Leases The Company leases facilities for its fab, lab and office space, and equipment under various lease agreements with terms extending through 2029. 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. 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 . Rental rates increase at the rate of 3 % per year over the lease term and the five year option period. 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. 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 %. 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Operating lease cost ​ $ 2,188 ​ $ 2,098 Short-term lease cost ​ 872 ​ 727 Sub-lease income ​ — ​ ( 44 ) Total lease cost ​ $ 3,060 ​ $ 2,781 ​ 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. 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. 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. Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the net present value of its lease payments, the Company used an estimated incremental borrowing rate that is applicable to the Company based on the information available at the later of the lease commencement date, lease modification date or the date of Adoption of Topic 842. 92 Table of Contents Maturities of operating lease liabilities are as follows (in thousands): ​ ​ ​ ​ Years Ending December 31, ​ ​ 2025 ​ $ 2,235 2026 ​ 2,313 2027 ​ 2,380 2028 ​ 2,293 2029 ​ 1,175 Total operating lease payments ​ 10,396 Less: Imputed interest ​ ( 1,596 ) Present value of operating lease liabilities ​ $ 8,800 Operating lease liabilities, current ​ $ 2,159 Operating lease liabilities, noncurrent ​ 6,641 ​ ​ $ 8,800 ​ ​ (12) Stockholders’ Equity Common Stock As discussed in Note 2, on March 2, 2022, the Company consummated a Business Combination which has been accounted for as a reverse recapitalization. Pursuant to the certificate of incorporation as amended on March 2, 2022, the Company is authorized to issue 1,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. The holders of shares of Common Stock are entitled to one vote for each share of Common Stock held. The Preferred Stock is non-voting. No shares of Preferred Stock were issued and outstanding as of December 31, 2024 or December 31, 2023. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, and after payment to the holders of shares of Preferred Stock of their liquidation preferences, the holders of the Common Stock are entitled to the entire remaining assets of the Company on a pro rata basis. As 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: ​ ​ ​ ​ ​ Common Stock Common Stock warrants 16,584,527 Stock-Based Awards—RSUs Outstanding 11,177,661 Stock-Based Awards—Options Outstanding 8,131,235 Total 35,893,423 ​ Registered Direct Offering 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. 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. At-the-Market Offering Agreement On March 15, 2024, the Company entered into an At-the-Market (“ATM”) Sales Agreement (the “ATM Agreement”) with B. Riley Securities, Inc. 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 . 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. 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. The ATM Agreement contains customary representations and warranties and conditions to the placements of the shares pursuant thereto. 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. 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. As of December 31, 2024, there were no remaining shares available for sale under the ATM offering agreement. 93 Table of Contents Common Stock Purchase Agreement The Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”) on August 11, 2022 pursuant to which the Company was able to issue and sell to B. Riley the lesser of i) $ 75.0 million in aggregate gross purchase price of newly issued shares of the Company’s Common Stock or ii) an amount not to exceed 23,648,889 shares of Common Stock (such number of shares equal to approximately 19.99 % of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of the agreement and inclusive of 171,008 shares of Common Stock issued to B. Riley on August 11, 2022 as consideration for entering into the Purchase Agreement). In consideration of the parties entering into the foregoing agreement, the parties also entered into a Registration Rights Agreement on August 11, 2022, pursuant to which the Company provides B. Riley with registration rights with respect to such Common Stock and pursuant to which the Company filed a registration statement covering the resale of such Common Stock. 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. 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. Riley under the Purchase Agreement. As of December 31, 2024, there were no remaining shares available for sale under the Purchase Agreement; as a result, the Purchase Agreement has terminated. 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. 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 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. 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; however, the Company will not grant any further awards under the 2013 Plan. 2022 Equity Incentive Plan In connection with the Business Combination, the shareholders approved the Rigetti Computing, Inc. 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. 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. 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. Stock Option Activity The following is a summary of stock option activity (intrinsic values in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Weighted- ​ ​ ​ ​ ​ Average ​ Average ​ Aggregate ​ ​ ​ ​ Exercise ​ Contractual ​ Intrinsic ​ ​ Options Outstanding ​ Price Per Share ​ Life (in years) ​ Value Outstanding, December 31, 2023 7,049,290 ​ $ 0.82 8.23 ​ $ 2,017 Granted 2,605,070 ​ ​ 1.47 ​ ​ Exercised ( 994,533 ) ​ ​ 0.55 ​ ​ 4,490 Forfeited and expired ( 528,592 ) ​ ​ 1.58 ​ ​ Outstanding and expected to vest, December 31, 2024 ​ 8,131,235 ​ $ 1.01 ​ 8.04 ​ $ 115,878 Exercisable, December 31, 2024 3,632,041 ​ $ 0.71 6.91 ​ $ 52,829 ​ 94 Table of Contents 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. 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. 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. 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. 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. 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 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. 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. 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. The implied volatility from the Company’s Public Warrants was excluded because the calculation did not produce a meaningful result. 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. 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. The risk-free rate is based upon the U.S. Treasury yield curve in effect at the time of grant for the period equivalent to the expected term of the stock option. 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. 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. 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 ​ December 31, 2024 ​ December 31, 2023 Strike price ​ $ 0.98 - $ 2.03 ​ $ 0.60 - $ 2.09 Annual volatility (%) ​ 112 % - 130 % ​ 99 % - 122 % Risk- free rate (%) ​ 4.18 %- 4.45 % ​ 3.63 %- 4.54 % Expected term (years) ​ 5.50 - 6.02 ​ 5.77 - 6.03 ​ 95 Table of Contents Restricted Stock Unit activity The following is a summary of restricted stock unit (“RSU”) activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant Date Fair ​ Shares Value Non-vested at December 31, 2023 11,517,422 ​ $ 2.20 Granted 7,380,872 ​ ​ 1.07 Vested ( 6,441,249 ) ​ ​ 2.16 Forfeited ( 1,279,384 ) ​ ​ 1.71 Non-vested at December 31, 2024 11,177,661 ​ $ 1.53 ​ 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. 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. 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. 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”). 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. 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. 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. 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. 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 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. The service-based RSUs vest over periods ranging from 1 - 4 years and require continuous employment. 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. The 3,850,000 market-based RSUs granted in 2023 vest over the requisite service period and require continuous employment. 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. 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: ​ ​ ​ ​ ​ Market-based Valuation Assumptions RSUs Stock price ​ $ 0.60 Simulated trading days ​ ​ 1,260 Annual volatility (%) ​ ​ 140.50 % Risk- free rate (%) ​ ​ 3.63 % Estimated time to expiration (years) ​ ​ 5.00 ​ 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. Summarized Stock-Based Compensation Expenses The table below summarizes total stock-based compensation expenses for the years ended December 31, 2024 and December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 ​ Research and development ​ $ 9,039 ​ $ 9,442 ​ Selling, general and administrative expenses ​ ​ 4,030 ​ ​ 2,967 ​ Total stock-based compensation expenses ​ $ 13,069 ​ $ 12,409 ​ ​ ​ 96 Table of Contents (14) Net Loss Per Share 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Numerator: ​ ​ ​ Net loss ​ $ ( 200,988 ) ​ $ ( 75,107 ) Denominator: ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding - basic and diluted ​ ​ 184,666 ​ ​ 131,977 Net loss per share - basic and diluted ​ $ ( 1.09 ) ​ $ ( 0.57 ) ​ 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. 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. The Company excluded the following potential common shares from the computation of diluted net loss per share for the years ended December 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2024 2023 ​ Common Stock warrants (1) 14,450,417 14,450,417 ​ Stock Options 8,131,235 7,049,290 ​ Restricted Stock Units 11,177,661 11,517,422 ​ ​ 33,759,313 33,017,129 ​ (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 The following tables depict the disaggregation of revenue according to the type of good or service and timing of transfer of goods or services for the years ended December 31, 2024 and December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 ​ Collaborative research and professional services ​ $ 8,044 ​ $ 7,862 ​ Collaborative research materials and sales of quantum computers ​ ​ 2,390 ​ ​ 1,810 ​ Access to quantum computing systems ​ ​ 356 ​ ​ 2,336 ​ ​ ​ $ 10,790 ​ $ 12,008 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Revenue recognized at a point in time ​ $ 1,579 ​ $ 748 Revenue recognized over time 9,211 11,260 ​ ​ $ 10,790 ​ $ 12,008 ​ 97 Table of Contents Selected consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of December 31, 2024, December 31, 2023 and December 31, 2022 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 December 31, 2022 Trade receivables ​ $ 1,498 ​ $ 2,650 ​ $ 6,143 Unbilled receivables ​ $ 929 ​ $ 2,379 ​ $ 92 Current portion of deferred revenue ​ $ ( 113 ) ​ $ ( 343 ) ​ $ ( 961 ) Deferred revenue, less current portion ​ $ ( 698 ) ​ $ — ​ $ — ​ Changes in deferred revenue from contracts with customers were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 ​ Balance at beginning of period ​ $ ( 343 ) ​ $ ( 961 ) ​ Deferral of revenue ​ ​ ( 698 ) ​ ​ ( 2,499 ) ​ Recognition of deferred revenue ​ ​ 230 ​ ​ 3,117 ​ Total deferred revenue at end of period ​ $ ( 811 ) ​ $ ( 343 ) ​ Current portion of deferred revenue ​ $ ( 113 ) ​ $ ( 343 ) ​ Deferred revenue, less current portion ​ $ ( 698 ) ​ $ — ​ ​ Amounts recognized as revenue from beginning contract liabilities during the years ended December 31. 2024 and December 31, 2023 totaled $ 0.2 million and $ 0.8 million, respectively. Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of December 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ 2.2 million. 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. ​ (16) Segments, Geographical Information, Concentrations and Significant Customers 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. The measure of segment assets is reported in the balance sheet as total consolidated assets. The following table sets forth our segment information of revenue, expenses and net loss (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Revenue ​ $ 10,790 ​ $ 12,008 Less: ​ ​ ​ ​ ​ ​ Salaries and employee related costs ​ ​ 28,838 ​ ​ 27,994 Stock-based compensation ​ ​ 13,069 ​ ​ 12,409 Rent and facilities ​ ​ 9,134 ​ ​ 9,770 Professional services and legal fees ​ ​ 6,414 ​ ​ 7,140 Technology & IT costs ​ ​ 4,571 ​ ​ 6,142 Direct and indirect materials ​ ​ 2,500 ​ ​ 2,735 Depreciation and amortization expense ​ ​ 6,906 ​ ​ 7,426 Interest expense ​ ​ 3,255 ​ ​ 5,779 Other segment items (1) ​ ​ 137,091 ​ ​ 7,722 Segment and net loss ​ $ ( 200,988 ) ​ $ ( 75,108 ) ​ (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. ​ 98 Table of Contents The following table presents a summary of our segment fixed asset additions (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Quantum computing fridges ​ $ 3,052 ​ $ 9,584 Process equipment ​ ​ 2,111 ​ ​ 1,791 Leasehold improvements ​ ​ 497 ​ ​ 811 IT Hardware ​ ​ 313 ​ ​ 210 Construction in progress and other assets ​ ​ 1,194 ​ ​ — Total property and equipment ​ $ 7,167 ​ $ 12,396 ​ The following table presents a summary of revenue by geography (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 United States ​ $ 6,326 ​ ​ 11,095 Europe ​ ​ 3,725 ​ ​ 913 Asia and Others ​ ​ 739 ​ ​ — Total revenue ​ $ 10,790 ​ ​ 12,008 ​ 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. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company’s cash and cash equivalents are placed with high-credit-quality financial institutions, and at times exceed federally insured limits. To date, the Company has not experienced any credit loss relating to its cash and cash equivalents. ​ Significant customers that represent 10 % or more of revenue are set forth in the following tables: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Customer A ​ 15 % ​ 30 % Customer B ​ 11 % ​ * Customer C ​ * ​ 17 % Customer D ​ 27 % ​ * Customer E ​ 16 % ​ 20 % Customer F ​ * ​ 11 % * Customer accounted for less than 10 % of revenue in the respective periods. During the years ended December 31, 2024 and December 31, 2023, sales to government entities comprised 89.4 % and 80.9 % of the Company’s total revenue, respectively. Significant customers that represent 10 % or more of accounts receivable are set forth in the following tables: ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 Customer A * ​ 39 % Customer B 15 % ​ * Customer C 23 % ​ * Customer D ​ * ​ 12 % Customer E ​ 26 % ​ * Customer F 31 % ​ * * Customer accounted for less than 10 % of accounts receivable at the respective point in time. 99 Table of Contents (17) Income Taxes Domestic and foreign components of loss before income taxes are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 ​ 2023 Domestic ​ $ ( 198,588 ) ​ $ ( 71,331 ) Foreign ​ ( 2,400 ) ​ ( 3,776 ) ​ ​ $ ( 200,988 ) ​ $ ( 75,107 ) ​ 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 . ​ Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the deferred income tax assets and liabilities as of December 31, 2024 and December 31, 2023, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 ​ 2023 Deferred tax assets: ​ ​ ​ ​ ​ ​ Net operating loss carryforwards ​ $ 71,054 ​ $ 56,529 Accruals and reserves ​ 41 ​ 81 Stock-based compensation ​ 601 ​ 1,298 Research and development credits ​ 11 ​ 11 Intangible assets ​ 25,007 ​ 20,155 Operating lease liability ​ 2,147 ​ 2,146 Gross deferred assets ​ 98,861 ​ 80,220 Deferred tax liabilities: ​ ​ ROU asset ​ ( 1,950 ) ​ ( 1,926 ) Depreciation and amortization ​ ( 3,915 ) ​ ( 3,156 ) Total deferred tax liabilities ​ ( 5,865 ) ​ ( 5,082 ) Total net deferred tax assets ​ 92,996 ​ 75,138 Valuation allowance ​ ( 92,996 ) ​ ( 75,138 ) Net deferred tax assets ​ $ — ​ $ — ​ The effective tax rate differs from the statutory rate, primarily due to the Company’s history of incurring losses which have not been benefited, 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. 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, ​ ​ ​ 2024 ​ 2023 ​ Component ​ Rate Impact ​ Rate Impact Total pre-tax book income ​ 21 % 21 % State and local income taxes 1 % ( 5 ) % Executive Compensation - IRC 162M ​ ( 1 ) % — ​ Net operating loss limitation ownership change ​ — % ( 10 ) % Stock-based compensation ​ 2 % ( 7 ) % Fair market value adjustments ( 14 ) % ( 1 ) % Change in valuation allowance ( 9 ) % 2 % Total: — % — % ​ 100 Table of Contents Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net U.S. federal and state deferred tax assets have been fully offset by a valuation allowance. The net change in 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; federal research and development tax credits of $ 6.1 million, which will start to expire in 2044; net operating loss carryforwards for state income tax purposes of $ 134.9 million, which will start to expire in 2038; and state research and development tax credits of $ 6.1 million, which do not expire. Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s federal net operating loss carryforwards and research and development tax credit carryforwards, and other tax attributes are subject to annual limitation because of prior cumulative changes in the Company’s ownership and may be further limited in the future if additional ownership changes occur. Similar rules apply under state tax laws. 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. During the year ended December 31, 2023, the Company assessed whether an ownership change, as defined by Section 382, occurred from its formation through December 31, 2022. 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. 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. 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. Based upon the updated assessment conducted in 2024, the Company concluded that an additional ownership change occurred in November of 2024; 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. and various state income tax returns as well as foreign income tax returns in Australia, Canada and the United Kingdom with varying statutes of limitations. All tax years from inception in 2013 remain open to examination due to the carryover of unused net operating losses and tax credits. The Company had unrecognized tax benefits of $ 10.9 million as of December 31, 2024, all of which are offset by a full valuation allowance. These unrecognized tax benefits, if recognized, would no t affect the effective tax rate. There were no interest or penalties accrued as of December 31, 2024. A reconciliation of the beginning and ending amounts of unrecognized income tax benefits is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2024 ​ ​ 2023 Beginning balance $ 5,861 ​ $ 4,672 Current year increase ​ 5,835 ​ ​ 3,517 Reduction of prior year position ​ ( 769 ) ​ ​ ( 2,328 ) Ending balance ​ $ 10,927 ​ $ 5,861 ​ (18) Restructuring and severance In February 2023, the Company announced an updated business strategy, including revisions to the Company’s technology roadmap. In connection with this updated strategy, the Company implemented a workforce reduction to focus the organization and its resources on nearer-term strategic priorities. The reduction in the workforce impacted approximately 50 employees or approximately 28 % of the Company’s then workforce. Affected employees were offered separation benefits, including severance payments and temporary healthcare coverage assistance. 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. 101 Table of Contents 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. 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. ​ (19) Accumulated Other Comprehensive Income (Loss) Components of accumulated other comprehensive income (loss) are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign Currency Translation Adjustment ​ Available-for-Sale Securities ​ Accumulated Other Comprehensive Income (Loss) Balances at December, 2022 ​ $ 153 ​ $ ( 314 ) ​ $ ( 161 ) Other comprehensive income ​ ​ 80 ​ ​ 325 ​ ​ 405 Balances at December, 2023 ​ $ 233 ​ $ 11 ​ $ 244 Other comprehensive income (loss) ​ ​ ( 205 ) ​ ​ 66 ​ ​ ( 139 ) Balances at December, 2024 ​ $ 28 ​ $ 77 ​ $ 105 ​ There are no reclassification adjustments or income taxes associated with any of the components of accumulated other comprehensive income (loss). ​ (20) Contingencies Legal Proceedings From time to time, the Company is party to litigation and other legal proceedings in the ordinary course of business. While the results of any litigation or other legal proceedings are uncertain, the Company is not currently a party to any material legal proceedings that, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. The Company accrues loss contingencies when it is both probable that a loss will be incurred and when the amount of the loss or range of loss can be reasonably estimated. Indemnification Provisions The Company’s agreements include provisions indemnifying customers against intellectual property and other third-party claims. In addition, the Company has entered into indemnification agreements with its directors, executive officers and certain other officers that require the Company, among other things, to indemnify them against certain liabilities that may arise as a result of their affiliation with the Company. 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. ​ (21) Subsequent Event ​ On February 27, 2025, the Company entered into a Collaboration Agreement (the “Collaboration Agreement”) with Quanta Computer Inc., a Taiwan corporation (“Quanta”). 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. 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. 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. 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. 102 Table of Contents 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. 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. 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. 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ 103 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURE None.