0001558370-25-002499 | 10-K | XBRL Viewer

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Earn-out Liabilities - Summary of Significant Inputs of Earnout Liability Based on Monte Carlo Simulation Models (Detail)	Dec. 31, 2024 $ / shares D Y	Dec. 31, 2023 $ / shares D Y
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| $ / shares	15.26	0.98
Simulated trading days
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| D	542	798
Annual volatility (%)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions	1.40	1.445
Risk-free rate (%)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions	0.0421	0.04
Estimated time to expiration (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation Assumptions \| Y	2.17	3.17

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2024

Revenue Recognition

Summary of Disaggregation of Revenue

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

Summary of Accounts receivable, Contract with Customer Assets and Liabilities


	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)	$	—	$	—

Summary of Changes in Deferred Revenue from Contracts with Customers


	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)	$	—

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2024

Net Loss Per Share

Schedule of earnings per share basic and diluted

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)

Schedule of antidilutive securities excluded from computation of earnings


	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.

Forward Warrant Agreement	12 Months Ended
Dec. 31, 2024
Forward Warrant Agreement
Forward Warrant Agreement	(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.

Forward Warrant Agreement

12 Months Ended

Dec. 31, 2024

Forward Warrant Agreement

Forward Warrant Agreement

(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.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value per share (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	283,546,871	147,066,336
Common stock, shares outstanding	283,546,871	147,066,336

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 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	0	2,229
Impairment of deferred offering costs	0	836
Accretion of available-for-sale securities	(3,622)	(3,121)
Loss on extinguishment of debt	426	0
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)	0
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	0
Proceeds from sale of common stock through registered direct offering	96,000	0
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 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	0	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	0
Unrealized gain on short term investments	$ 66	$ 325

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified	false
Non-Rule 10b5-1 Arrangement Modified	false

Stockholders' Equity - At-the-Market Offering Agreement (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Mar. 15, 2024
Stockholder's Equity
Proceeds from sale of common stock through Common Stock Purchase Agreement	$ 12,838,000	$ 20,544,000
At The Market Offering Agreement
Stockholder's Equity
Maximum Value of Shares Authorized Under the Agreement			$ 100,000,000
Proceeds from sale of common stock (in shares)	68,809,485
Proceeds after sales commissions	$ 97,500,000
Per Share Weighted Average Price of Shares Issued	$ 1.45
Proceeds from sale of common stock through Common Stock Purchase Agreement	$ 100,000,000
Sales agent commissions	2,500,000
Remaining value of shares under the program	$ 0
At The Market Offering Agreement \| Maximum
Stockholder's Equity
Sales agent commission payable, represented as a percentage of gross sales proceeds			3.00%

Stockholders' Equity

12 Months Ended

Dec. 31, 2024

Stockholders' Equity

Stockholders' Equity

(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.

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.

- Definition

The entire disclosure for equity.

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+ Details

Fair Value Measurements - Summary Of Change in Fair Value of Derivative Liabilities (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Transfer from Private Warrants to Public Warrants	$ 0	$ 0
Fair Value, Inputs, Level 3 \| Forward Warrant Agreement
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance		(2,229)
Change in fair value during the period		2,229
Fair Value, Inputs, Level 3 \| Earn-out liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance	2,155	1,206
Change in fair value during the period	43,742	949
Ending Balance	45,897	2,155
Fair Value, Inputs, Level 3 \| Private Placement Warrants \| Derivative Warrant Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Beginning Balance	1,604	1,068
Transfer from Private Warrants to Public Warrants	(5,602)	(528)
Change in fair value during the period	26,828	1,064
Ending Balance	$ 22,830	$ 1,604

Income Taxes - Summary of Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 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)

Revenue Recognition - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 10,790	$ 12,008
Revenue recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenue	1,579	748
Revenue recognized over time
Disaggregation of Revenue [Line Items]
Revenue	9,211	11,260
Collaborative research, other professional services and related materials
Disaggregation of Revenue [Line Items]
Revenue	8,044	7,862
Collaborative research material and sales of quantum computers
Disaggregation of Revenue [Line Items]
Revenue	2,390	1,810
Access to quantum computing systems
Disaggregation of Revenue [Line Items]
Revenue	$ 356	$ 2,336

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (200,988)	$ (75,107)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jan. 02, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Jan. 01, 2025
Period of annual increases to shares reserved for issuance		9 years
Number of shares available for grant		5,445,767
Stock-based compensation		$ 13,069	$ 12,409
Aggregate Intrinsic Value , Exercised		$ 4,490	2,000
Share based compensation stock options granted (in shares)		2,605,070
Vested in the period (in shares)		6,441,249
Common stock, capital shares reserved for future issuance (in shares)		35,893,423
Increase in common stock capital shares reserved for future issuance					15,972,015
Proceeds from stock option exercises		$ 600	$ 1,100
Weighted-average grant date fair value of options granted (in $ per share)		$ 1.27	$ 1.03
Weighted average fair value of grants in the period (in $ per share)		$ 1.07
Subsequent Event
proceeds from the STC were received	$ 6,300
Market Based Vesting Restricted Stock Units
Share based compensation stock options granted (in shares)				500,000
Restricted Stock Units
Stock-based compensation		$ 11,200	$ 10,900
Amount of cost not yet recognized for nonvested award		$ 14,000
Weighted-average period over which cost to be recognized (in years)		1 year 10 months 24 days
Common stock, capital shares reserved for future issuance (in shares)		11,177,661
Number of trading days within which award will be vested		20 days
Number of consecutive trading days within which award will be vested		30 days
Weighted-average grant date fair value of options granted (in $ per share)		$ 1.07	$ 1.12
Fair value of outstanding RSUs		$ 170,600	$ 11,300
Fair value of vested options		$ 28,400	$ 5,000
Weighted average fair value of grants in the period (in $ per share)		$ 1.07	$ 0.56
Restricted Stock Units \| Share Price Equal Or Exceeds Above Dollar Two Per Share
Vesting Rights, Percentage		50.00%
Share price (in $ per share)		$ 2
Restricted Stock Units \| Share Price Equal Or Exceeds Above Dollar Four Per Share
Vesting Rights, Percentage		50.00%
Share price (in $ per share)		$ 4
Restricted Stock Units \| Time Based Vesting Restricted Stock Units
Number of shares issued under share-based payment arrangement		7,380,872	5,196,029
Restricted Stock Units \| Time Based Vesting Restricted Stock Units \| Minimum
Share based compensation stock options vesting period (in years)		1 year
Restricted Stock Units \| Time Based Vesting Restricted Stock Units \| Maximum
Share based compensation stock options vesting period (in years)		4 years
Restricted Stock Units \| Market Based Vesting Restricted Stock Units
Number of shares issued under share-based payment arrangement		3,850,000
Stock Options
Stock-based compensation		$ 1,900	$ 1,500
Amount of cost not yet recognized for nonvested award		$ 4,300
Weighted-average period over which cost to be recognized (in years)		2 years 4 months 13 days
Common stock, capital shares reserved for future issuance (in shares)		8,131,235
2022 Equity Incentive Plan
Percentage of the common stock of all classes outstanding on preceding year		5.00%
Common stock, capital shares reserved for future issuance (in shares)		22,827,028

Restructuring and severance - Additional Information (Detail) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2023 USD ($) employee	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Restructuring and severance
Number of employees \| employee	50
Percentage of reduction in employees	28.00%
Restructuring charge	$ 1,000	$ 0	$ 991
Accrual for contractual severance benefits			$ 200

Stock-Based Compensation - Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Stock-Based Compensation
Outstanding beginning balance (in shares)	7,049,290
Granted (in shares)	2,605,070
Exercised (in shares)	(994,533)
Forfeited and expired (in shares)	(528,592)
Outstanding ending balance (in shares)	8,131,235	7,049,290
Exercisable (in shares)	3,632,041
Weighted Average Exercise Price Per Share ,Outstanding beginning balance	$ 0.82
Weighted Average Exercise Price Per Share , Granted	1.47
Weighted Average Exercise Price Per Share ,Exercised	0.55
Weighted Average Exercise Price Per Share , Forfeited and expired	1.58
Weighted Average Exercise Price Per Share , Outstanding ending balance	1.01	$ 0.82
Weighted Average Exercise Price Per Share , Exercisable	$ 0.71
Weighted- Average Contractual Life (in years) , Outstanding	8 years 14 days	8 years 2 months 23 days
Weighted- Average Contractual Life (in years) , Exercisable	6 years 10 months 28 days
Aggregate Intrinsic Value beginning balance	$ 2,017
Aggregate Intrinsic Value , Exercised	4,490	$ 2,000
Aggregate Intrinsic Value ending balance	115,878	$ 2,017
Aggregate Intrinsic Value , Exercisable	$ 52,829

Segments, Geographical Information, Concentrations and Significant Customers - (Tables)

12 Months Ended

Dec. 31, 2024

Concentration Risk [Line Items]

Schedule of reconciliation of operating profit (loss) from segments

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)

Summary of our segment fixed asset additions

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

Schedule of summary of revenue by geography

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

Revenue

Concentration Risk [Line Items]

Schedule of concentration of significant customers based on revenue and accounts receivable


	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.

Accounts receivable

Concentration Risk [Line Items]

Schedule of concentration of significant customers based on revenue and accounts receivable


	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.

Leases - Additional Information (Detail) - USD ($) $ in Thousands		12 Months Ended
	Sep. 24, 2024	Dec. 31, 2024	Dec. 31, 2023
Leases
Operating lease, period of extension	3 years	5 years
Operating Lease, Payments		$ 2,200	$ 2,100
Annual rental rate		$ 900
Increase rental rates per year		3.00%
Operating Lease, increase in right-of-use assets	$ 2,300	$ 2,268	$ 0
Weighted average remaining lease term - operating leases	4 years 1 month 6 days	4 years 5 months 8 days	5 years 25 days
Weighted average discount rate - operating leases	6.32%	7.65%	8.01%

Financing Arrangements - Long term debt and the unamortized discount (Detail) $ in Thousands	Dec. 31, 2023 USD ($)
Financing Arrangements
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

Fair Value Measurements - Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Liabilities:
Earn-out Liability	$ 45,900	$ 2,200
Fair Value, Inputs, Level 1
Assets:
Assets	29,806	41,021
Liabilities:
Derivative liabilities	70,265	1,323
Fair Value, Inputs, Level 1 \| Money market funds
Assets:
Cash equivalents	29,806	15,681
Fair Value, Inputs, Level 1 \| Corporate bonds
Assets:
Assets		25,340
Fair Value, Inputs, Level 2
Assets:
Assets	174,323	53,197
Fair Value, Inputs, Level 2 \| U.S. treasury securities
Assets:
Cash equivalents	24,835
Fair Value, Inputs, Level 2 \| US treasury securities, short term
Assets:
Assets	124,420	45,270
Fair Value, Inputs, Level 2 \| US treasury securities, long term
Assets:
Assets	25,068
Fair Value, Inputs, Level 2 \| Corporate bonds
Assets:
Assets		7,927
Fair Value, Inputs, Level 3
Liabilities:
Derivative liabilities	68,727	3,759
Fair Value, Inputs, Level 3 \| Earn-out liabilities
Liabilities:
Earn-out Liability	45,897	2,155
Public Warrants \| Fair Value, Inputs, Level 1 \| Derivative
Liabilities:
Derivative liabilities	70,265	1,323
Private Warrants \| Fair Value, Inputs, Level 3 \| Derivative
Liabilities:
Derivative liabilities	$ 22,830	$ 1,604

Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Property and Equipment, Net
Depreciation, Depletion and Amortization	$ 6.9	$ 7.4
US
Property and Equipment, Net
Percentage of total gross property and equipment	98.79%	99.95%
GB
Property and Equipment, Net
Percentage of total gross property and equipment	1.21%	0.05%

Investments

12 Months Ended

Dec. 31, 2024

Investments

Investments

(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.

Financing Arrangements - Additional Information (Detail) - USD ($) $ in Thousands		12 Months Ended
	Dec. 09, 2024	Dec. 31, 2024	Dec. 31, 2023	Jun. 21, 2024	Jan. 31, 2022	Nov. 30, 2021	May 31, 2021	Mar. 31, 2021
Line of Credit Facility [Line Items]
Interest expense		$ 3,255	$ 5,779
Amortization of debt issuance cost		$ 844	1,453
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]		us-gaap:PrimeRateMember
Debt Issuance Costs, Net			224
Loss on extinguishment of debt		$ (426)	$ 0
Loan and Security Agreement
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		23.10%	22.50%
Final payment fee, Percentage		2.75%
Amortization of debt issuance cost		$ 800	$ 1,500
Debt Instrument, Face Amount				$ 16,200	$ 5,000	$ 7,000	$ 8,000	$ 12,000
Debt Instrument, Payment Terms		48 months
Outstanding principal balance	$ 9,500
Final payment fees	900
Accrued interest and prepayment premium	100
Loss on extinguishment of debt	$ (400)
Loan and Security Agreement \| Minimum
Line of Credit Facility [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		11.00%
Debt Instrument, Variable Rate		7.50%

Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Stock-Based Compensation

Share-Based Compensation

(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

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

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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock Common Stock Purchase Agreement	Common Stock At-The-Market (ATM) Offering	Common Stock Registered direct offering	Common Stock	Additional Paid-In Capital Common Stock Purchase Agreement	Additional Paid-In Capital At-The-Market (ATM) Offering	Additional Paid-In Capital Registered direct offering	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Common Stock Purchase Agreement	At-The-Market (ATM) Offering	Registered direct offering	Total
Beginning balance at Dec. 31, 2022				$ 12				$ 429,025	$ (161)	$ (278,652)				$ 150,224
Beginning balance (in shares) at Dec. 31, 2022				125,257,000
Issuance of common stock upon exercise of stock options								1,121						1,121
Issuance of common stock upon exercise of stock options (in shares)				4,046,000
Issuance of common stock upon exercise of common stock warrants								5						5
Issuance of common stock upon exercise of common stock warrants (in shares)				479,000
Issuance of common stock upon release of RSUs (in shares)				3,863,000
Proceeds from sale of common stock through Purchase Agreement	$ 2				$ 20,542						$ 20,544
Proceeds from sale of common stock through Purchase Agreement (in shares)	13,421,000										13,421,082
Capitalization of deferred costs to equity upon share issuance								(13)						(13)
Stock-based Compensation								12,409						12,409
Foreign currency translation gain (loss)									80					80
Change in unrealized gains on available-for-sale securities									325					325
Net Income (Loss)										(75,107)				(75,107)
Ending balance at Dec. 31, 2023				$ 14				463,089	244	(353,759)				109,588
Ending balance (in shares) at Dec. 31, 2023				147,066,000
Issuance of common stock upon exercise of stock options				$ 1				551						$ 552
Issuance of common stock upon exercise of stock options (in shares)				995,000										994,533
Issuance of common stock upon exercise of common stock warrants								2						$ 2
Issuance of common stock upon exercise of common stock warrants (in shares)				179,000
Issuance of common stock upon release of RSUs (in shares)				6,441,000
Proceeds from sale of common stock through Purchase Agreement	$ 1	$ 8	$ 5		$ 12,837	$ 97,492	$ 95,995				$ 12,838	$ 97,500	$ 96,000
Proceeds from sale of common stock through Purchase Agreement (in shares)	10,057,000	68,809,000	50,000,000								10,056,799	68,809,485
Capitalization of deferred costs to equity upon share issuance								(1,833)						(1,833)
Stock-based Compensation								13,069						13,069
Foreign currency translation gain (loss)									(205)					(205)
Change in unrealized gains on available-for-sale securities									66					66
Net Income (Loss)										(200,988)				(200,988)
Ending balance at Dec. 31, 2024				$ 29				$ 681,202	$ 105	$ (554,747)				$ 126,589
Ending balance (in shares) at Dec. 31, 2024				283,547,000

Net Loss Per Share - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Numerator:
Net loss	$ (200,988)	$ (75,107)
Denominator:
Weighted-average shares outstanding - basic	184,666	131,977
Weighted-average shares outstanding - diluted	184,666	131,977
Net loss per share - basic	$ (1.09)	$ (0.57)
Net loss per share - diluted	$ (1.09)	$ (0.57)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Taxes

Income Taxes

(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:	—	%	—	%

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 not 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

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
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-Name Accounting Standards Codification
-Section 55
-Paragraph 231
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 12C
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
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	0	0
Total other comprehensive (loss) income after income taxes	(139)	405
Total comprehensive loss	$ (201,127)	$ (74,702)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount before tax, after reclassification adjustments of other comprehensive income (loss).

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- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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+ Details

Warrants

12 Months Ended

Dec. 31, 2024

Warrants

Warrants

(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.

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.

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

Forward Warrant Agreement (Details) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended	12 Months Ended
	Oct. 31, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) shares	Dec. 31, 2022 shares	Dec. 31, 2024 $ / shares	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Exercise price of warrants \| $ / shares				$ 11.5
Maximum \| Estimated Probability of Occurrence \| Forward Warrant
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input					0.50
Minimum \| Estimated Probability of Occurrence \| Forward Warrant
Class of Warrant or Right [Line Items]
Warrants and rights outstanding, measurement input					0
Forward Warrant Agreement \| Ampere \| Rigetti
Class of Warrant or Right [Line Items]
Proceeds from Issuance of Warrants \| $	$ 10.0
Stock issued during period number of warrants issued \| shares	1,000,000
Exercise price of warrants \| $ / shares	$ 0.0001
Additional consideration no longer payable \| $		$ 5.0
Warrants Issued \| shares			500,000
Forward Warrant Agreement \| Ampere \| Rigetti \| Share-based Payment Arrangement, Tranche One
Class of Warrant or Right [Line Items]
Business combination consideration to be paid \| $		$ 5.0
Warrants Issued \| shares		500,000

Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 29, 2020	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2020
Class Of Warrant Or Right [Line Items]
Number of warrants outstanding		2,680,607	2,680,607
Fair value adjustment of warrants		$ 90,168	$ 1,160
Exercise price of warrants		$ 11.5
Adjustment to additional paid in capital warrants issued		$ 1,200
Series C Redeemable Convertible Preferred Stock
Class Of Warrant Or Right [Line Items]
Number of warrants outstanding		793,800	972,578
Series C Preferred Stock
Class Of Warrant Or Right [Line Items]
Exercise price of warrants				$ 1.15
Proceeds from sale of common stock through Purchase Agreement				$ 56,200
Series C Preferred Stock \| Series C Redeemable Convertible Preferred Stock
Class Of Warrant Or Right [Line Items]
Class Of Warrants Or Rights Warrants Issued During The Period				5,248,183
Series C Preferred Stock \| Post Conversion
Class Of Warrant Or Right [Line Items]
Proceeds from sale of common stock through Purchase Agreement (in shares)				54,500,000
Public Warrants
Class Of Warrant Or Right [Line Items]
Number of warrants outstanding		11,082,870	9,802,138
Derivative liabilities		$ 70,300	$ 1,300
Fair value adjustment of warrants		$ 63,300	$ 600
Exercise price of warrants		$ 11.5
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		0.361
Number of trading days for determining the share price		10 days
Public Warrants \| Price per share of common stock equals or exceeds $18.00
Class Of Warrant Or Right [Line Items]
Class of warrant or right redemption of warrants trigger price		$ 18
Redemption price per share or per unit of warrants or rights outstanding		0.01
Public Warrants \| Price per share of common stock equals or exceeds $10.00
Class Of Warrant Or Right [Line Items]
Class of warrant or right redemption of warrants trigger price		10
Redemption price per share or per unit of warrants or rights outstanding		$ 0.1
Public Warrants \| Maximum
Class Of Warrant Or Right [Line Items]
Class of warrants issued during period		0.361
Public Warrants \| Minimum
Class Of Warrant Or Right [Line Items]
Class of warrants issued during period		0.034
Private Warrants
Class Of Warrant Or Right [Line Items]
Number of warrants outstanding		1,992,102	3,272,834
Derivative liabilities		$ 22,800	$ 1,600
Fair value adjustment of warrants		$ 26,800	$ 500
Number of Warrants Converted from Once Class to Another Class		1,280,732	1,177,166
Warrants To Purchase Class A Common Stock \| Series C Redeemable Convertible Preferred Stock
Class Of Warrant Or Right [Line Items]
Exercise price of warrants				$ 0.01
Warrants and rights outstanding, term				10 years
Customer Warrants \| Class A Ordinary Shares
Class Of Warrant Or Right [Line Items]
Exercise price of warrants	$ 1.152
Warrants and rights outstanding, term	10 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	2,680,607
Deferred assets in connection with warrants issued to Customer		$ 100	$ 100
Class of warrant or right, Grant date fair value		$ 200
Customer Warrants \| Class A Ordinary Shares \| Maximum
Class Of Warrant Or Right [Line Items]
Class Of Warrants Vesting Percentage	100.00%
Customer Warrants \| Class A Ordinary Shares \| Minimum
Class Of Warrant Or Right [Line Items]
Class Of Warrants Vesting Percentage	50.00%

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2024

Stockholders' Equity

Summary of conversions of stock


		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

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Summary Of Income Taxes Information [Line Items]
Increase (Decrease) for change in valuation allowance	$ (17,900)	$ (1,200)
Unrecognized tax benefits	10,927	$ 5,861	$ 4,672
Unrecognized tax benefits that would impact effective tax rate	0
Domestic Tax Jurisdiction
Summary Of Income Taxes Information [Line Items]
Operating loss carryforwards	282,000
State and Local Jurisdiction
Summary Of Income Taxes Information [Line Items]
Deferred tax assets, tax credit carryforwards, research	278,400
State and Local Jurisdiction \| Rigetti Computing, Inc
Summary Of Income Taxes Information [Line Items]
Deferred tax assets, operating loss carryforwards, state and local	134,900
Research Tax Credit Carryforward \| Domestic Tax Jurisdiction
Summary Of Income Taxes Information [Line Items]
Tax credit carryforwards	6,100
Research Tax Credit Carryforward \| State and Local Jurisdiction
Summary Of Income Taxes Information [Line Items]
Tax credit carryforwards	$ 6,100

Income Taxes - Summary of Domestic and Foreign Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract]
Domestic	$ (198,588)	$ (71,331)
Foreign	(2,400)	(3,776)
Net loss before provision for income taxes	(200,988)	(75,107)
Provision for income taxes	$ 0	$ 0

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (i)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Warrants - Summary of Vesting Status of the Customer Warrant (Detail) - shares	Dec. 31, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Number of warrants outstanding	2,680,607	2,680,607
Vested Customer Warrants
Class of Warrant or Right [Line Items]
Number of warrants outstanding	1,340,297	1,340,297
Unvested Customer Warrants
Class of Warrant or Right [Line Items]
Number of warrants outstanding	1,340,310	1,340,310

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Schedule of 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

Schedule of weighted average assumptions used as inputs in the valuation of stock options granted


	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

Schedule of activity related to restricted stock units


		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

Schedule of total 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

Stock Options

Schedule of weighted average assumptions used as inputs in the valuation of stock options granted


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

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2024	Mar. 05, 2025	Jun. 28, 2024
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Securities Act File Number	001-40140
Entity Registrant Name	RIGETTI COMPUTING, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-0950636
Entity Address, Address Line One	775 Heinz Avenue
Entity Address, City or Town	Berkeley
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94710
City Area Code	510
Local Phone Number	210-5550
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Emerging Growth Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 166.0
Entity Common Stock, Shares Outstanding		285,828,047
Entity Central Index Key	0001838359
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Location	Spokane, Washington
Auditor Firm ID	243
Auditor Name	BDO USA, P.C.
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	RGTI
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	RGTW
Security Exchange Name	NASDAQ

Segments, Geographical Information, Concentrations and Significant Customers

12 Months Ended

Dec. 31, 2024

Segments, Geographical Information, Concentrations and Significant Customers

Segments, Geographical Information, Concentrations and Significant Customers

(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.

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.

Financing Arrangements (Tables)

12 Months Ended

Dec. 31, 2024

Financing Arrangements

Summary of long term debt and the unamortized discount

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

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property and Equipment, Net
Property, Plant and Equipment, Gross	$ 84,952	$ 77,785
Less: Accumulated depreciation and amortization	(40,309)	(33,302)
Property and equipment, net	44,643	44,483
Quantum computing fridges
Property and Equipment, Net
Property, Plant and Equipment, Gross	42,854	39,801
Process equipment
Property and Equipment, Net
Property, Plant and Equipment, Gross	27,233	25,121
Leasehold improvements
Property and Equipment, Net
Property, Plant and Equipment, Gross	8,868	8,372
IT Hardware
Property and Equipment, Net
Property, Plant and Equipment, Gross	3,558	3,245
Construction in progress
Property and Equipment, Net
Property, Plant and Equipment, Gross	1,339
Furniture and other assets
Property and Equipment, Net
Property, Plant and Equipment, Gross	$ 1,100	$ 1,246

Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2024

Accumulated Other Comprehensive Income (Loss)

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

Subsequent Event

12 Months Ended

Dec. 31, 2024

Subsequent Event [Abstract]

Subsequent Events

(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.

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.

Subsequent Event - Additional Information (Detail) - Subsequent Event [Member] $ / shares in Units, $ in Millions	Feb. 27, 2025 USD ($) $ / shares shares
Private Placement \| Quanta Computer
Subsequent Event [Line Items]
Sale of Stock, Consideration Received on Transaction	$ 35.0
Sale of Stock, Price Per Share \| $ / shares	$ 11.59
Sale of Stock, Number of Shares Issued in Transaction \| shares	3,020,412
Collaboration Agreement
Subsequent Event [Line Items]
Collaboration agrement amount	$ 250.0
Ownership percentage of collaboration agreement results	50.00%
Collaboration Agreement \| Quanta Computer
Subsequent Event [Line Items]
Collaboration agreement term	5 years
Collaboration agrement amount	$ 250.0

Segments, Geographical Information, Concentrations and Significant Customers (Detail)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Revenue \| Customer concentration risk
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage (in %)	10.00%
Revenue \| Customer concentration risk \| Customer A
Concentration Risk [Line Items]
Concentration risk percentage (%)	15.00%	30.00%
Revenue \| Customer concentration risk \| Customer B
Concentration Risk [Line Items]
Concentration risk percentage (%)	11.00%
Revenue \| Customer concentration risk \| Customer C
Concentration Risk [Line Items]
Concentration risk percentage (%)		17.00%
Revenue \| Customer concentration risk \| Customer D
Concentration Risk [Line Items]
Concentration risk percentage (%)	27.00%
Revenue \| Customer concentration risk \| Customer E
Concentration Risk [Line Items]
Concentration risk percentage (%)	16.00%	20.00%
Revenue \| Customer concentration risk \| Customer F
Concentration Risk [Line Items]
Concentration risk percentage (%)		11.00%
Revenue \| Customer concentration risk \| Government entities
Concentration Risk [Line Items]
Concentration risk percentage (%)	89.40%	80.90%
Accounts receivable
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage (in %)	10.00%
Accounts receivable \| Customer concentration risk
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage (in %)	10.00%
Accounts receivable \| Customer concentration risk \| Customer A
Concentration Risk [Line Items]
Concentration risk percentage (%)		39.00%
Accounts receivable \| Customer concentration risk \| Customer B
Concentration Risk [Line Items]
Concentration risk percentage (%)	15.00%
Accounts receivable \| Customer concentration risk \| Customer C
Concentration Risk [Line Items]
Concentration risk percentage (%)	23.00%
Accounts receivable \| Customer concentration risk \| Customer D
Concentration Risk [Line Items]
Concentration risk percentage (%)		12.00%
Accounts receivable \| Customer concentration risk \| Customer E
Concentration Risk [Line Items]
Concentration risk percentage (%)	26.00%
Accounts receivable \| Customer concentration risk \| Customer F
Concentration Risk [Line Items]
Concentration risk percentage (%)	31.00%

Investments (Tables)

12 Months Ended

Dec. 31, 2024

Investments

Schedule of amortized cost, gross unrealized holding gains and losses included in other comprehensive (loss) income and the fair value of the fixed income securities

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

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 2
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-3

+ Details

Revenue Recognition - Summary of Change in Contract with Customer, Asset and Liability (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue Recognition
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)	$ (961)
Defered revenue, less current portion	$ (698)	$ 0

Description of Business

12 Months Ended

Dec. 31, 2024

Description of Business

Description of Business

(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.

Net Loss Per Share - Additional Information (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Exercise price of warrants	$ 11.5
Weighted-average common shares outstanding - Basic	184,666,000	131,977,000
Weighted-average common shares outstanding - Diluted	184,666,000	131,977,000
Sponsor Vesting Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	3,059,273	3,059,273
Warrant
Exercise price of warrants	$ 0.01	$ 0.01
Weighted-average common shares outstanding - Basic	963,297	1,194,069
Weighted-average common shares outstanding - Diluted	963,297	1,194,069

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

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.

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.

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.

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.

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.

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 effective registration statement, the warrant holders have a cap of 0.361 shares of Common Stock per warrant (subject to adjustment), on the issuable number of shares in a cashless exercise. Subsequent to the separate listing and trading of the Public Warrants, their fair value has been measured based on the observable listed 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.

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

Cost of Revenue

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.

Selling, General and Administrative

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

Fair Value Measurements

The Company reports all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3—Inputs are unobservable for the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

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.

Earn-out Liabilities

12 Months Ended

Dec. 31, 2024

Earn-out Liabilities

Earn-out Liabilities

(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.

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

Leases

12 Months Ended

Dec. 31, 2024

Leases

Leases

(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.

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

Stockholders' Equity - Summary of Conversions of Stock (Detail) - shares	Mar. 02, 2022	Dec. 31, 2024	Dec. 31, 2023
Stockholder's Equity
Common Stock, Shares Authorized	1,000,000,000	1,000,000,000	1,000,000,000
Preferred Stock, Shares Authorized	10,000,000	10,000,000	10,000,000
Common Stock, Voting Rights	one vote
Preferred Stock, Shares Issued		0	0
Preferred Stock, Shares Outstanding		0	0
Common stock, capital shares reserved for future issuance (in shares)		35,893,423
Stock-Based Awards-RSUs Outstanding
Stockholder's Equity
Common stock, capital shares reserved for future issuance (in shares)		11,177,661
Employee Stock Option
Stockholder's Equity
Common stock, capital shares reserved for future issuance (in shares)		8,131,235
Common Stock warrants
Stockholder's Equity
Common stock, capital shares reserved for future issuance (in shares)		16,584,527

Leases - Summary of Components of Lease Costs (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Lease
Operating lease cost	$ 2,188	$ 2,098
Short-term lease cost	872	727
Sub-lease income		(44)
Total lease cost	$ 3,060	$ 2,781

Leases - Summary of Maturities of the Company's Operating Lease Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Leases.
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	$ 2,210
Operating lease liabilities, noncurrent	$ 6,641	$ 6,297

Net Loss Per Share

12 Months Ended

Dec. 31, 2024

Net Loss Per Share

Net Loss Per Share

(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.

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2024

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

(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

Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) - Class A Ordinary Shares - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	33,759,313	33,017,129
Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	14,450,417	14,450,417
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	8,131,235	7,049,290
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	11,177,661	11,517,422

Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Mar. 02, 2022 $ / shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Common stock, par value per share (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock conversion ratio	1
Impairment charges \| $		$ 0	$ 0
Exercise price of warrants		$ 11.5
Sponsor
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Period of earnout shares		5 years
Maximum
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Period of Quantum Computing Subscriptions		2 years
Maximum \| Stock Options
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Share based compensation by share based award requisite service period		5 years
Minimum
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Period of Quantum Computing Subscriptions		1 month
Minimum \| Stock Options
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Share based compensation by share based award requisite service period		1 year
Public Warrants
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Exercise price of warrants		$ 11.5
Class of Warrant or Right, Number of Securities Called by Warrants or Rights \| shares		0.361

Stock-Based Compensation - RSU Activity (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity [Line Items]
Beginning balance	11,517,422
Number of Restricted Stock Units, Granted	7,380,872
Number of Restricted Stock Units, Vested	(6,441,249)
Number of Restricted Stock Units, Forfeited	(1,279,384)
Ending balance	11,177,661	11,517,422
Weighted-Average Fair Value Per Share, Beginning balance	$ 2.2
Weighted average fair value of grants in the period (in $ per share)	1.07
Weighted-Average Fair Value Per Share, Vested	2.16
Weighted-Average Fair Value Per Share, Forfeited	1.71
Weighted-Average Fair Value Per Share, Ending balance	1.53	$ 2.2
Restricted Stock Units
Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity [Line Items]
Weighted average fair value of grants in the period (in $ per share)	$ 1.07	$ 0.56

Investments - Additional Information (Detail) $ in Millions	Dec. 31, 2024 USD ($) security
Investments
Number of securities in unrealized loss positions \| security	1
Unrealized loss position with a market value \| $	$ 24.4

Property and Equipment, Net

12 Months Ended

Dec. 31, 2024

Property and Equipment, Net

Property and Equipment, Net

(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.

Warrants- Schedule Of Fair Value Of The Private Placement Warrant Measured Using Black Scholes Approach (Detail) - Private Warrants	Dec. 31, 2024 $ / shares Y	Dec. 31, 2023 $ / shares Y
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	15.26	0.98
Strike Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	11.5	11.5
Volatility (annual) (%)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	140	144.5
Risk-free rate (%)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	4.21	4
Estimated time to expiration (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input \| Y	2.17	3.17

Restructuring and severance

12 Months Ended

Dec. 31, 2024

Restructuring and severance

Restructuring and severance

(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.

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.

Stock-Based Compensation - Summarized Stock-Based Compensation Expenses (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	$ 13,069	$ 12,409
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	9,039	9,442
Selling, general and administrative expenses
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expenses	$ 4,030	$ 2,967

Segments, Geographical Information, Concentrations and Significant Customers (Detail) - Revenue - Single reportable segment - Revenue from Rights Concentration Risk - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Concentration Risk [Line Items]
Total revenue	$ 10,790	$ 12,008
United States
Concentration Risk [Line Items]
Total revenue	6,326	11,095
Europe
Concentration Risk [Line Items]
Total revenue	3,725	$ 913
Asia and others
Concentration Risk [Line Items]
Total revenue	$ 739

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Earn-out Liabilities - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Mar. 02, 2022	Dec. 31, 2024	Dec. 31, 2023
Earn-out Liabilities
Earn-out Liability At Fair Value		$ 45,900	$ 2,200
Change in fair value of earn-out liabilities		$ 43,742	$ 949
Supernova Acquisition \| Sponsor Agreement
Earn-out Liabilities
Shares subject to vesting maximum period	5 years
Supernova Acquisition \| Sponsor Agreement \| Tranche One
Earn-out Liabilities
Shares subject to vesting	2,479,000
Shares subject to vesting maximum period	5 years
Volume weighted average price per share	$ 12.5
Number of trading days for determining the share price	20 days
Number of consecutive trading days for determining the share price	30 days
Supernova Acquisition \| Sponsor Agreement \| Tranche Two
Earn-out Liabilities
Shares subject to vesting	580,273
Shares subject to vesting maximum period	5 years
Volume weighted average price per share	$ 15
Number of trading days for determining the share price	20 days
Number of consecutive trading days for determining the share price	30 days

Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2024

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

(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).

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases

Summary of components of lease costs

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

Summary of maturities of the company's operating lease liabilities

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

Earn-out Liabilities (Tables)

12 Months Ended

Dec. 31, 2024

Earn-out Liabilities

Summary of significant Inputs of Earnout Liability Based on Monte Carlo Simulation Models


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

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
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	0
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
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	0	12,164
Current portion of operating lease liabilities	2,159	2,210
Total current liabilities	11,867	29,052
Debt, less current portion	0	9,894
Defered revenue, less current portion	698	0
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	0	0
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

Fair Value Measurements - Additional Information (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($) shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Assets transfer into level 3	$ 0	$ 0
Assets transfer out of level 3	0	0
Liabilities transfer into level 3	0	0
Liabilities transfer out of level 3	$ 0	$ 0
Derivative Warrant Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative liability of warrants transferred from Level 3 to Level 1 \| shares	1,280,732	1,177,166
Gain (Loss) on transfers	$ 2,400	$ 500
Maximum \| Estimated Probability of Occurrence \| Forward Warrant
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0.50
Minimum \| Estimated Probability of Occurrence \| Forward Warrant
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0

Segments, Geographical Information, Concentrations and Significant Customers - Segment fixed asset additions (Details) - Single reportable segment - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Total property and equipment	$ 7,167	$ 12,396
Quantum computing fridges
Segment Reporting Information [Line Items]
Total property and equipment	3,052	9,584
Process equipment
Segment Reporting Information [Line Items]
Total property and equipment	2,111	1,791
Leasehold and other improvements
Segment Reporting Information [Line Items]
Total property and equipment	497	811
IT Hardware
Segment Reporting Information [Line Items]
Total property and equipment	313	$ 210
Construction in progress and other asset
Segment Reporting Information [Line Items]
Total property and equipment	$ 1,194

Stockholders' Equity - Registered Direct Offering (Detail) $ / shares in Units, $ in Thousands		12 Months Ended
	Nov. 27, 2024 item $ / shares shares	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Stockholder's Equity
Proceeds from sale of common stock through Common Stock Purchase Agreement		$ 12,838	$ 20,544
Proceeds from sale of common stock through registered direct offering		96,000	$ 0
Registered direct offering
Stockholder's Equity
Number of Institutional Investors \| item	2
Proceeds from sale of common stock through Purchase Agreement (in shares) \| shares	50,000,000
Shares issued price per share \| $ / shares	$ 2
Proceeds from sale of common stock through Common Stock Purchase Agreement		100,000
Proceeds from sale of common stock through registered direct offering		96,000
Sales agent commissions		$ 4,000

Contingencies

12 Months Ended

Dec. 31, 2024

Contingencies

Contingencies

(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.

Financing Arrangements

12 Months Ended

Dec. 31, 2024

Financing Arrangements

Financing Arrangements

(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.

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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.4-08(c))
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions	Jan. 01, 2024	Jan. 01, 2023	Dec. 31, 2024
Revenue Recognition
Contract with customer, liability, revenue recognized	$ 0.2	$ 0.8
Transaction price allocated to remaining performance obligations			$ 2.2

Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Parenthetical) (Detail) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Unvested Customer Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	1,340,310	1,340,310

Fair Value Measurements

12 Months Ended

Dec. 31, 2024

Fair Value Measurements

Fair Value Measurements

(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.

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

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

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+ Details

Revenue Recognition

12 Months Ended

Dec. 31, 2024

Revenue Recognition

Revenue Recognition

(15) Revenue Recognition


	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

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.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Summary of Significant Accounting Policies

Schedule of property and equipment, net


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

Income Taxes - Summary of Unrecognized Tax Benefits Affecting the Effective Tax rate (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense [Abstract]
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

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Accrued Expenses and Other Current Liabilities
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
Accrued expenses and other current liabilities	$ 8,005	$ 8,563

Summary of Significant Accounting Policies - Schedule of property and equipment, net (Details)	Dec. 31, 2024
Quantum computing fridges \| Minimum
Summary of Significant Accounting Policies
Property, Plant and Equipment, Useful Life	3 years
Quantum computing fridges \| Maximum
Summary of Significant Accounting Policies
Property, Plant and Equipment, Useful Life	10 years
Leasehold and other improvements
Summary of Significant Accounting Policies
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Stock-Based Compensation - Assumptions used in valuation of stock options granted (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Restricted Stock Units
Stock price		$ 0.6
Simulated trading days		1260 days
Annual volatility (in %)		140.50%
Risk- free rate (in %)		3.63%
Expected term (years)		5 years
Minimum \| Stock Options
Strike price (in $ per share)	$ 0.98	$ 0.6
Annual volatility (in %)	112.00%	99.00%
Risk- free rate (in %)	4.18%	3.63%
Expected term (years)	5 years 6 months	5 years 9 months 7 days
Maximum \| Stock Options
Strike price (in $ per share)	$ 2.03	$ 2.09
Annual volatility (in %)	130.00%	122.00%
Risk- free rate (in %)	4.45%	4.54%
Expected term (years)	6 years 7 days	6 years 10 days

Income Taxes - Summary of Effective Income Tax Rate Reconciliation (Detail)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Total pre-tax book income	21.00%	21.00%
State and local income taxes	1.00%	(5.00%)
Executive Compensation - IRC 162M	(1.00%)
Net operating loss limitation ownership change		(10.00%)
Stock-based compensation	2.00%	(7.00%)
Fair market value adjustments	(14.00%)	(1.00%)
Change in valuation allowance	(9.00%)	2.00%

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

Basis of Presentation

Risks and Uncertainties

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

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Segments

Foreign Currency Translation and Transactions

Comprehensive Loss

Cash and Cash Equivalents

Investments

Accounts Receivable

Prepaid Expenses and Other Current Assets

Deferred Offering Costs

Property and Equipment, Net


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

Impairment of Long-Lived Assets

Leases

Deferred Financing Costs

Public and Private Warrants

See Notes 4 and 9 for further information regarding the fair value of the Public and Private Warrants.

Earn-Out Liabilities

Revenue Recognition

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.

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

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

Net Loss Per Share

Stock-Based Compensation

Concentrations of Credit Risk

Fair Value Measurements

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 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

Recently Issued Accounting Pronouncements Not Yet Adopted

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476173/280-10-65-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479343/105-10-65-7

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
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-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483550/848-10-65-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (g)(2)
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-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (g)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (g)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147483550/848-10-65-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 848
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-URI https://asc.fasb.org/1943274/2147480016/944-40-65-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

+ Details

Revenue Recognition - Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Detail) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue Recognition
Trade receivables	$ 1,498	$ 2,650	$ 6,143
Unbilled receivables	929	2,379	92
Current portion of deferred revenue	(113)	(343)	$ (961)
Defered revenue, less current portion	$ (698)	$ 0

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
CONSOLIDATED STATEMENTS OF OPERATIONS
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	0	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)	0
Total other expense, net	(132,478)	(2,812)
Net loss before provision for income taxes	(200,988)	(75,107)
Provision for income taxes	0	0
Net loss	$ (200,988)	$ (75,107)
Net loss per share attributable to common stockholders-basic (in $ per share)	$ (1.09)	$ (0.57)
Net loss per share attributable to common stockholders-diluted (in $ per share)	$ (1.09)	$ (0.57)
Weighted average shares used in computing net loss per share attributable to common stockholders - basic (in shares)	184,666	131,977
Weighted average shares used in computing net loss per share attributable to common stockholders - diluted (in shares)	184,666	131,977

Warrants (Tables)

12 Months Ended

Dec. 31, 2024

Class of Warrant or Right [Line Items]

Schedule Of Fair Value Of The Common Stock Warrant Liabilities Measured Using Black Scholes Approach


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

Summary of vesting status of the Customer Warrant


	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

Private Warrants

Class of Warrant or Right [Line Items]

Schedule Of Fair Value Of The Common Stock Warrant Liabilities Measured Using Black Scholes Approach

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 (%)		—		—

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2024

Accrued Expenses and Other Current Liabilities

Schedule of 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

Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss)
Beginning balance	$ 109,588	$ 150,224
Ending balance	126,589	109,588
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss)
Beginning balance	244	(161)
Other comprehensive income (loss)	(139)	405
Ending balance	105	244
Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Income (Loss)
Beginning balance	233	153
Other comprehensive income (loss)	(205)	80
Ending balance	28	233
Available-for-Sale Securities
Accumulated Other Comprehensive Income (Loss)
Beginning balance	11	(314)
Other comprehensive income (loss)	66	325
Ending balance	$ 77	$ 11

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Taxes

Summary of domestic and foreign components of loss before 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)

Summary of components of deferred tax assets and liabilities


	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	$	—	$	—

Summary of effective income tax rate reconciliation

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:	—	%	—	%

Summary of unrecognized tax benefits affecting the effective tax rate

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

Segments, Geographical Information, Concentrations and Significant Customers - Segment information of revenue, expenses and net loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenue	$ 10,790	$ 12,008
Stock-based compensation	13,069	12,409
Interest expense	3,255	5,779
Net loss	$ (200,988)	(75,107)
Other Segment Item, Description	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.
Single reportable segment
Segment Reporting Information [Line Items]
Revenue	$ 10,790	12,008
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	137,091	7,722
Net loss	$ (200,988)	$ (75,108)

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Measurements

Summary of information about Company's financial assets ONLY


	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

Schedule of changes in the fair value of Level 3 financial instruments


	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

Stockholders' Equity - Common Stock Purchase Agreement (Detail) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Aug. 11, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2020
Stockholder's Equity
Common Stock, Shares, Outstanding		283,546,871	147,066,336
Common Stock Purchase Agreement
Stockholder's Equity
Common Stock, Shares, Outstanding	23,648,889
Percentage of the aggregate number of shares of common stock issued and outstanding immediately prior to the execution of the agreement.	19.99%
Stock issued during period, shares, issued for services	171,008
Proceeds from sale of common stock through Purchase Agreement		$ 12,838	$ 20,544
Proceeds from sale of common stock through Purchase Agreement (in shares)		10,056,799	13,421,082
Share price (in $ per share)		$ 1
Purchase agreement impairment of deferred financing costs		$ 800
Common Class A \| Common Stock Purchase Agreement
Stockholder's Equity
Common Stock, Value, Subscriptions	$ 75,000
Series C Preferred Stock
Stockholder's Equity
Proceeds from sale of common stock through Purchase Agreement				$ 56,200

Concentrations, Significant Customers and Geographic Areas - Summary of Customers Revenue and Accounts Receivable - (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2024
Accounts receivable
Concentration Risk [Line Items]
Concentration Risk Threshold Percentage (in %)	10.00%

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2024

Property and Equipment, Net

Schedule of 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

Investments - Summary of fair value of available for sale securities (Detail) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost		$ 78,526
Unrealized Gains		24
Unrealized Losses		(13)
Fair Value	$ 124,420	78,537
Money market funds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	29,806	15,681
Fair Value	29,806	15,681
U.S. treasury securities
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	24,835	45,252
Unrealized Gains		18
Fair Value	24,835	45,270
Cash equivalents
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	54,641
Fair Value	54,641
US treasury securities, short term
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	124,352
Unrealized Gains	69
Unrealized Losses	(1)
Fair Value	124,420
US treasury securities, long term
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	25,059
Unrealized Gains	9
Fair Value	25,068
Available-for-sale investments - short-term
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	124,352
Unrealized Gains	69
Unrealized Losses	(1)
Fair Value	124,420
Available-for-sale investments - long-term
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	25,059
Unrealized Gains	9
Fair Value	$ 25,068
U.S. government agency bonds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost		7,933
Unrealized Losses		(6)
Fair Value		7,927
Corporate bonds
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost		25,341
Unrealized Gains		6
Unrealized Losses		(7)
Fair Value		$ 25,340