0001193125-22-008927 | S-4/A | XBRL Viewer | Supernova Partners Acquisition Co II LTD

Total current liabilities

346,283,633

43,309

Current liabilities:

Accounts payable

150,000

Accrued expenses

845,252

33,000

995,252

33,000

Deferred underwriting commissions

12,075,000

10,500,000

Derivative warrant liabilities

10,460,000

23,530,252

33,000

Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding

24,137

(22,247,482)

(14,691)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity

(22,246,619)

10,309

346,283,633

43,309

Class A Ordinary Shares

Current liabilities:

Class A ordinary shares subject to possible redemption

345,000,000

Class B Ordinary Shares

863

^[1],[2]

$ 863

863

Prepaid expenses and other current assets

Current assets:

Cash

$ 13,124,285

$ 22,202,388

308,707

$ 308,707

Accounts receivable

1,469,557

479,374

188,975

1,388,626

1,035,703

1,126,305

Deferred offering costs

1,650,337

Total current assets

17,632,805

23,717,465

1,623,987

Property and equipment, net

22,396,418

20,140,872

20,039,703

Restricted cash

317,134

$ 317,134

317,134

Other assets

881,487

129,363

127,115

Goodwill

5,377,255

Simple agreement for future equity

46,605,099

49,682,089

27,485,194

Current liabilities:

Accounts payable

1,650,621

1,107,924

3,102,961

Accrued expenses

3,062,382

1,603,299

1,074,467

Convertible notes

26,892,459

Deferred revenue—current

630,993

491,827

1,850,482

1,882,397

Total current liabilities

5,343,996

3,203,050

34,802,766

Notes payable, net

18,198,250

Derivative warrant liabilities

4,243,120

Other liabilities

446,214

381,300

301,201

28,231,580

3,584,350

35,103,967

Redeemable convertible preferred stock

81,523,141

120,793,893

Accumulated other comprehensive gain (loss)

135,197,880

133,407,584

14,364,973

49,634

56,825

(15,311)

(198,397,159)

(168,889,832)

(142,762,336)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity

(63,149,622)

(35,425,402)

(128,412,666)

$ 46,605,099

$ 49,682,089

$ 27,485,194

[1]

Shares and the associated amounts have been retroactively restated to reflect: (i) the share dividend of Class B ordinary shares on January 14, 2021, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding on January 14, 2021; and (ii) the share dividend of Class B ordinary shares on March 1, 2021, resulting in 8,625,000 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividends (Notes 4 and 7).

[2]

This number includes up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. (Note 4).

CONDENSED BALANCE SHEET (Parenthetical) - USD ($)		9 Months Ended	12 Months Ended
CONDENSED BALANCE SHEET (Parenthetical) - USD ($)	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2020	Oct. 31, 2021	Jan. 31, 2021	Jan. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, authorized	5,000,000	5,000,000	5,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, outstanding	0	0	0
Class A Ordinary Shares
Temporary equity, par value	$ 0.0001	$ 0.0001	$ 0.0001
Temporary equity, shares subject to possible redemption		34,500,000	0
Temporary equity, shares subject to possible redemption price per share	10.00	$ 10.00	$ 10.00
Ordinary shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, authorized	500,000,000	500,000,000	500,000,000
Ordinary shares, issued	0		0
Ordinary shares, outstanding	0		0
Class B Ordinary Shares
Ordinary shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, authorized	50,000,000	50,000,000	50,000,000
Ordinary shares, issued	8,625,000	8,625,000	8,625,000
Ordinary shares, outstanding	8,625,000	8,625,000	8,625,000
Class B Ordinary Shares \| Over-Allotment Option \| Maximum
Shares forfeited	1,125,000
Rigetti Holdings [Member]
Ordinary shares, par value				$ 0.000001	$ 0.000001	$ 0.000001
Ordinary shares, authorized				170,333,338	170,333,338	25,400,000
Ordinary shares, issued				22,612,181	21,071,085	8,165,828
Ordinary shares, outstanding				22,612,181	21,071,085	8,165,828
Rigetti Holdings [Member] \| Redeemable Convertible Preferred Stock [Member]
Preferred stock, par value				$ 0.000001	$ 0.000001	$ 0.000001
Preferred stock, authorized				102,891,847	102,891,847	14,457,554
Preferred stock, shares issued				98,726,505	98,726,505	14,154,064
Preferred stock, outstanding				98,726,505	98,726,505	14,154,064
Temporary equity, liquidation preference				$ 89,524,504	$ 89,524,504	$ 120,921,799

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Oct. 31, 2021

Sep. 30, 2021

Oct. 31, 2020

Jan. 31, 2021

Jan. 31, 2020

Operating expenses:

General and administrative expenses

$ 14,291

$ 570,395

$ 1,195,288

Loss from operations

(570,395)

(1,195,288)

Change in fair value of derivative warrant liabilities

(5,230,000)

$ (1,500,000)

2,745,750

Offering costs associated with derivative warrant liabilities

(502,450)

Income from investments held in Trust Account

5,210

11,949

Net income (loss)

$ (14,691)

$ 4,664,815

$ 1,059,961

Weighted average shares outstanding, basic and diluted

^[1],[2]

7,500,000

$ 0.00

Class A Ordinary Shares

Weighted average shares outstanding, basic and diluted

34,500,000

Weighted average number of ordinary shares, basic

$ 0.11

$ 0.02

34,500,000

Weighted average number of ordinary shares, diluted

34,500,000

Class B Ordinary Shares

Weighted average number of ordinary shares, basic

$ 0.11

$ 0.02

8,625,000

8,369,505

Weighted average number of ordinary shares, diluted

8,625,000

Research and development expense

Revenue:

6,939,981

$ 4,124,163

$ 5,542,598

$ 735,482

Cost of revenue

1,095,607

1,156,115

1,491,610

288,162

Total gross profit

5,844,374

2,968,048

4,050,988

447,320

Operating expenses:

21,240,411

18,575,882

24,099,335

29,445,636

General and administrative expenses

8,841,277

9,501,237

13,157,735

16,162,047

Sales and marketing

1,951,398

1,755,189

1,885,565

2,541,596

Total operating expenses

32,033,086

29,832,308

39,142,635

48,149,279

Loss from operations

(26,188,712)

(26,864,260)

(35,091,647)

(47,701,959)

Interest Income (expense), net

(1,772,651)

5,023

8,488

(670,848)

Other income (expense)

6,582

50,359

42,131

130,000

Gain on extinguishment of debt

8,913,532

Change in fair value of derivative warrant liabilities

(1,552,546)

Change in fair value of convertible notes

(5,191,117)

Change in fair value of simple agreement for future equity

(382,397)

Total Other Income (Expense), net

(3,318,615)

8,968,914

8,964,151

(6,114,362)

Net loss before provision for income taxes

(29,507,327)

(17,895,346)

Provision for income taxes

Net income (loss)

$ (29,507,327)

$ (17,895,346)

$ (26,127,496)

$ (53,816,321)

Weighted average shares outstanding, basic and diluted

22,067,245

20,636,737

20,719,085

7,495,071

Rigetti Holdings, Inc. | Class A Ordinary Shares

$ (1.34)

$ (0.87)

$ (1.26)

$ (7.18)

Weighted average number of ordinary shares, basic

22,067,245

20,636,737

[1]

[2]

This number excludes up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. (Note 4.)

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - Class B Ordinary Shares - shares	Dec. 31, 2020	Sep. 30, 2021	Mar. 04, 2021	Mar. 01, 2021	Jan. 14, 2021
Ordinary shares, outstanding	8,625,000	8,625,000	8,625,000	8,625,000	7,187,500
Over-Allotment Option \| Maximum
Shares forfeited	1,125,000

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)	9 Months Ended		12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Rigetti Holdings Inc [Member]
Net loss	$ (29,507,327)	$ (17,895,346)	$ (26,127,496)	$ (53,816,321)
Other comprehensive loss:
Foreign currency translation gain (loss)	(7,191)	23,075	72,136	(15,311)
Comprehensive loss	$ (29,514,518)	$ (17,872,271)	$ (26,055,360)	$ (53,831,632)

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

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Description of Organization and Business Operations

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($)	Total	Rigetti Holdings [Member]	Conversion Of Convertible Notes [Member] Rigetti Holdings [Member]	Issued To Customer [Member] Rigetti Holdings [Member]	Series C Redeemable Convertible Preferred Stock [Member] Rigetti Holdings [Member]	Series C Redeemable Convertible Preferred Stock [Member] Conversion Of Simple Agreements For Future Equity [Member] Rigetti Holdings [Member]	Series C One Redeemable Convertible Preferred Stock [Member] Rigetti Holdings [Member]	Class A Ordinary Shares	Class B Ordinary Shares	Redeemable Convertible Preferred Stock Rigetti Holdings [Member]	Redeemable Convertible Preferred Stock Conversion Of Convertible Notes [Member] Rigetti Holdings [Member]	Redeemable Convertible Preferred Stock Conversion Of Simple Agreements For Future Equity [Member] Rigetti Holdings [Member]	Redeemable Convertible Preferred Stock Series C Redeemable Convertible Preferred Stock [Member] Rigetti Holdings [Member]	Redeemable Convertible Preferred Stock Series C One Redeemable Convertible Preferred Stock [Member] Rigetti Holdings [Member]	Redeemable Convertible Preferred Stock Series C One Redeemable Convertible Preferred Stock [Member] Conversion Of Simple Agreements For Future Equity [Member] Rigetti Holdings [Member]	Common Stock Rigetti Holdings [Member]	Common Stock Conversion Of Convertible Notes [Member] Rigetti Holdings [Member]	Additional Paid-In Capital	Additional Paid-In Capital Rigetti Holdings [Member]	Additional Paid-In Capital Conversion Of Convertible Notes [Member] Rigetti Holdings [Member]	Additional Paid-In Capital Issued To Customer [Member] Rigetti Holdings [Member]	Additional Paid-In Capital Series C Redeemable Convertible Preferred Stock [Member] Rigetti Holdings [Member]	Additional Paid-In Capital Series C One Redeemable Convertible Preferred Stock [Member] Rigetti Holdings [Member]	Accumulated Other Comprehensive Gain (Loss) Rigetti Holdings [Member]	Accumulated Deficit	Accumulated Deficit Rigetti Holdings [Member]
Beginning balance at Jan. 31, 2019		$ (83,064,151)								$ 120,671,893						$ 7			$ 5,881,857					$ 0		$ (88,946,015)
Beginning balance, shares at Jan. 31, 2019										14,139,106						6,729,852
Common Stock Issued as Acquisition Consideration		5,572,454														$ 1			5,572,453
Common Stock Issued as Acquisition Consideration, shares																1,325,473
Forfeiture of Common Stock upon Cashless Exercise of Stock Options, shares																(25,271)
Exercise of Series B-2 Preferred Stock Warrants										$ 122,000
Exercise of Series B-2 Preferred Stock Warrants, shares										14,958
Sale of private placement warrants to Sponsor in private placement, less allocation to derivative warrant liabilities		1,236,600
Issuance of Common Stock upon Exercise of Stock Options		130,045																	130,045
Issuance of Common Stock upon Exercise of Stock Options, shares																135,774
Stock-Based Compensation		2,780,618																	2,780,618
Foreign Currency Translation Gain (Loss)		(15,311)																						(15,311)
Net Income (loss)		(53,816,321)																								(53,816,321)
Ending balance at Jan. 31, 2020										$ 120,793,893
Ending balance, shares at Jan. 31, 2020										14,154,064
Ending balance at Jan. 31, 2020		(128,412,666)								$ 120,793,893						$ 8			14,364,973					(15,311)		(142,762,336)
Ending balance, shares at Jan. 31, 2020										14,154,064						8,165,828
Conversion of Series B/A Preferred Stock to Common Stock upon Equity Restructuring										$ (120,793,893)
Conversion of Series B/A Preferred Stock to Common Stock upon Equity Restructuring, shares										(14,154,064)
Conversion of Series B/A Preferred Stock to Common Stock upon Equity Restructuring		120,793,893														$ 4			120,793,889
Conversion of Series B/A Preferred Stock to Common Stock upon Equity Restructuring, shares																3,538,484
Issuance of Common Stock upon Modification of Convertible Notes		1,443,605														$ 7			1,443,598
Issuance of Common Stock upon Modification of Convertible Notes, shares																6,874,309
Issuance of Preferred Stock, Net											$ 19,812,252	$ 1,190,530	$ 52,786,276	$ 7,734,083
Issuance of Preferred Stock, Net, shares					59,575,811						26,131,870	1,603,204	59,575,811	11,415,620	1,603,204
Issuance of Series C-1 Preferred Stock to Participating Series B/A Preferred Stock Holders							$ (7,734,083)																$ (7,734,083)
Sale of private placement warrants to Sponsor in private placement, less allocation to derivative warrant liabilities				$ 154,330	$ 1,236,600																$ 154,330	$ 1,236,600
Issuance of Series C, C-1, Common Stock and Warrants upon Conversion of Notes			$ 489,877														$ 2			$ 489,875
Issuance of Series C, C-1, Common Stock and Warrants upon Conversion of Notes, shares																	2,036,617
Issuance of Common Stock upon Exercise of Stock Options		26,112																	26,112
Issuance of Common Stock upon Exercise of Stock Options, shares																254,838
Issuance of Common Stock upon Release of Acquisition Escrow		0																	0
Stock-Based Compensation		2,702,629																	2,702,629
Foreign Currency Translation Gain (Loss)		23,075																						23,075
Net Income (loss)		(17,895,346)																								(17,895,346)
Ending balance at Oct. 31, 2020										$ 81,523,141
Ending balance, shares at Oct. 31, 2020										98,726,505
Ending balance at Oct. 31, 2020		(27,171,974)														$ 21			133,477,923					7,764		(160,657,682)
Ending balance, shares at Oct. 31, 2020																20,870,076
Beginning balance at Jan. 31, 2020										$ 120,793,893
Beginning balance, shares at Jan. 31, 2020										14,154,064
Beginning balance at Jan. 31, 2020		(128,412,666)								$ 120,793,893						$ 8			14,364,973					(15,311)		(142,762,336)
Beginning balance, shares at Jan. 31, 2020										14,154,064						8,165,828
Conversion of Series B/A Preferred Stock to Common Stock upon Equity Restructuring										$ (120,793,893)
Conversion of Series B/A Preferred Stock to Common Stock upon Equity Restructuring, shares										(14,154,064)						3,538,484
Conversion of Series B/A Preferred Stock to Common Stock upon Equity Restructuring		120,793,893														$ 4			120,793,889					0		0
Issuance of Common Stock upon Modification of Convertible Notes		1,443,605														$ 7			1,443,598
Issuance of Common Stock upon Modification of Convertible Notes, shares																6,874,309
Issuance of Preferred Stock, Net										$ 52,786,276					$ 1,190,530
Issuance of Preferred Stock, Net, shares										59,575,811
Issuance of Series C-1 Preferred Stock to Participating Series B/A Preferred Stock Holders							$ (7,734,083)							$ 7,734,083									$ (7,734,083)
Sale of private placement warrants to Sponsor in private placement, less allocation to derivative warrant liabilities		1,236,600		$ 154,330															1,236,600		$ 154,330
Issuance of Series C, C-1, Common Stock and Warrants upon Conversion of Notes			$ 489,877								$ 19,812,252						$ 2			$ 489,875
Issuance of Series C, C-1, Common Stock and Warrants upon Conversion of Notes, shares											26,131,870						2,036,617
Issuance of Common Stock upon Exercise of Stock Options		51,384																	51,384
Issuance of Common Stock upon Exercise of Stock Options, shares																238,576
Exercise of common stock warrants		14,980																	14,980
Exercise of common stock warrants, shares																70,000
Issuance of Common Stock upon Release of Acquisition Escrow, shares																147,271
Stock-Based Compensation		2,592,038																	2,592,038
Foreign Currency Translation Gain (Loss)		72,136																						72,136
Net Income (loss)		(26,127,496)																								(26,127,496)
Ending balance at Jan. 31, 2021										$ 81,523,141
Ending balance, shares at Jan. 31, 2021										98,726,505
Ending balance at Jan. 31, 2021		(35,425,402)								$ 81,523,141						$ 21			133,407,584					56,825		(168,889,832)
Ending balance, shares at Jan. 31, 2021										98,726,505						21,071,085
Beginning balance at Dec. 21, 2020	$ 0							$ 0	$ 0									$ 0							$ 0
Beginning balance, shares at Dec. 21, 2020								0	0
Issuance of Class B ordinary shares to Sponsor	25,000								$ 863									24,138
Issuance of Class B ordinary shares to Sponsor, shares									8,625,000
Net Income (loss)	(14,691)																								(14,691)
Ending balance at Dec. 31, 2020	10,309							$ 0	$ 863									24,137							(14,691)
Ending balance, shares at Dec. 31, 2020								0	8,625,000
Issuance of Preferred Stock, Net, shares						9,647,847
Ending balance at Jan. 31, 2021										$ 81,523,141
Ending balance, shares at Jan. 31, 2021										98,726,505
Ending balance at Jan. 31, 2021		(35,425,402)								$ 81,523,141						$ 21			133,407,584					56,825		(168,889,832)
Ending balance, shares at Jan. 31, 2021										98,726,505						21,071,085
Beginning balance at Dec. 31, 2020	10,309							$ 0	$ 863									24,137							(14,691)
Beginning balance, shares at Dec. 31, 2020								0	8,625,000
Sale of private placement warrants to Sponsor in private placement, less allocation to derivative warrant liabilities	4,405,500																	4,405,500
Accretion of Class A ordinary shares to redemption amount	(27,722,389)																	(4,429,637)							(23,292,752)
Class A ordinary shares subject to possible redemption								$ 0
Class A ordinary shares subject to possible redemption, shares								0
Net Income (loss)	(1,159,117)																								(1,159,117)
Ending balance at Mar. 31, 2021	345,000,000
Ending balance at Mar. 31, 2021	(24,465,697)							$ 0	$ 863									0							(24,466,560)
Ending balance, shares at Mar. 31, 2021								0	8,625,000
Beginning balance at Dec. 31, 2020	10,309							$ 0	$ 863									24,137							(14,691)
Beginning balance, shares at Dec. 31, 2020								0	8,625,000
Ending balance at Jun. 30, 2021	345,000,000
Ending balance at Jun. 30, 2021	(26,911,434)							$ 0	$ 863									0							(26,912,297)
Ending balance, shares at Jun. 30, 2021								0	8,625,000
Beginning balance at Dec. 31, 2020	10,309							$ 0	$ 863									24,137							(14,691)
Beginning balance, shares at Dec. 31, 2020								0	8,625,000
Class A ordinary shares subject to possible redemption, shares								(345,000,000)
Net Income (loss)	1,059,961
Ending balance at Sep. 30, 2021								$ 345,000,000
Ending balance at Sep. 30, 2021	(22,246,619)							$ 0	$ 863									0							(22,247,482)
Ending balance, shares at Sep. 30, 2021								0	8,625,000
Beginning balance at Jan. 31, 2021										$ 81,523,141
Beginning balance at Jan. 31, 2021		(35,425,402)								$ 81,523,141						$ 21			133,407,584					56,825		(168,889,832)
Beginning balance, shares at Jan. 31, 2021										98,726,505						21,071,085
Issuance of Common Stock upon Exercise of Stock Options	1	260,064																	260,063
Issuance of Common Stock upon Exercise of Stock Options, shares																1,378,561
Exercise of common stock warrants	30,662	30,663														$ 1
Exercise of common stock warrants, shares																162,535
Stock-Based Compensation		1,499,571																	1,499,571
Foreign Currency Translation Gain (Loss)		(7,191)																						(7,191)
Net Income (loss)		(29,507,327)																								(29,507,327)
Ending balance at Oct. 31, 2021										$ 81,523,141
Ending balance, shares at Oct. 31, 2021										98,726,505
Ending balance at Oct. 31, 2021		$ (63,149,622)														$ 23			$ 135,197,880					$ 49,634		$ (198,397,159)
Ending balance, shares at Oct. 31, 2021																22,612,181
Beginning balance at Mar. 31, 2021	345,000,000
Beginning balance at Mar. 31, 2021	(24,465,697)							$ 0	$ 863									0							(24,466,560)
Beginning balance, shares at Mar. 31, 2021								0	8,625,000
Net Income (loss)	(2,445,737)																								(2,445,737)
Ending balance at Jun. 30, 2021	345,000,000
Ending balance at Jun. 30, 2021	(26,911,434)							$ 0	$ 863									0							(26,912,297)
Ending balance, shares at Jun. 30, 2021								0	8,625,000
Beginning balance at Jun. 30, 2021	345,000,000
Beginning balance at Jun. 30, 2021	(26,911,434)							$ 0	$ 863									0							(26,912,297)
Beginning balance, shares at Jun. 30, 2021								0	8,625,000
Net Income (loss)	4,664,815																								4,664,815
Ending balance at Sep. 30, 2021								$ 345,000,000
Ending balance at Sep. 30, 2021	$ (22,246,619)							$ 0	$ 863									$ 0							$ (22,247,482)
Ending balance, shares at Sep. 30, 2021								0	8,625,000

UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - Class B Ordinary Shares - shares	Dec. 31, 2020	Sep. 30, 2021	Mar. 04, 2021	Mar. 01, 2021	Jan. 14, 2021
Ordinary shares, outstanding	8,625,000	8,625,000	8,625,000	8,625,000	7,187,500
Over-Allotment Option \| Maximum
Shares forfeited	1,125,000

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($)		3 Months Ended	6 Months Ended	9 Months Ended			12 Months Ended
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($)	Dec. 31, 2020	Mar. 31, 2021	Jun. 30, 2021	Oct. 31, 2021	Sep. 30, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (14,691)				$ 1,059,961
Adjustments to reconcile net loss to cash used in operating activities:
Change in fair value of derivative warrant liabilities				$ 1,500,000	(2,745,750)
Offering costs associated with derivative liabilities					502,450
Income from investments held in Trust Account					(11,949)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	14,691				(335,937)
Accounts payable					150,000
Accrued expenses					727,252
Net cash used in operating activities	0	$ (476,570)	$ (565,125)		(653,973)
Cash Flows from Investing Activities:
Cash deposited in Trust Account					(345,000,000)
Net cash used in investing activities		(345,000,000)	(345,000,000)		(345,000,000)
Cash Flows from Financing Activities:
Proceeds from note payable to related party					275,000
Repayment of note payable to related party					(275,000)
Proceeds received from initial public offering, gross					345,000,000
Proceeds received from private placement					8,900,000
Offering costs paid					(7,320,589)
Net cash provided by financing activities		346,861,861	346,796,412		346,579,411
Net change in cash					925,438
Cash - beginning of the period
Cash - end of the period					925,438
Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	33,000	302,000	302,000		85,000
Deferred underwriting commissions		$ 12,075,000	$ 12,075,000		$ 12,075,000
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares	$ 25,000
Rigetti Holdings [Member]
Cash Flows from Operating Activities:
Net loss				(29,507,327)		$ (17,895,346)	$ (26,127,496)	$ (53,816,321)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation				3,705,006		3,184,045	4,299,263	3,941,859
Stock-based compensation				1,499,571		2,702,629	2,592,038	2,780,618
Gain on extinguishment of debt							(8,913,532)
Change in fair value of convertible notes								5,191,117
Change in fair value of simple agreement for future equity								382,397
Change in fair value of derivative warrant liabilities				1,552,546		(8,913,532)
Issuance of forward contract agreement liabilities				400,000
Amortization of debt issuance costs				183,333
Changes in operating assets and liabilities:
Accounts receivable				(990,183)		(389,239)	(290,399)	312,304
Prepaid expenses and other current assets				(352,924)		420,946	244,932	(833,709)
Other assets				(752,125)		(1,655)	(2,248)	103,162
Deferred revenue				139,166		(1,504,737)	(1,659,856)	2,028,229
Accounts payable				542,697		(2,301,430)	(1,995,037)	1,919,491
Accrued expenses				(67,414)		569,923	1,403,772	1,102,038
Other liabilities				790,364		262,108	381,300
Net cash used in operating activities				(22,857,290)		(23,866,288)	(30,067,263)	(36,888,815)
Cash Flows from Investing Activities:
Business Combination, net of cash acquired								149,484
Purchase of property and equipment				(5,960,552)		(3,582,946)	(4,400,432)	(3,093,840)
Net cash used in investing activities				(5,960,552)		(3,582,946)	(4,400,432)	(2,944,356)
Cash Flows from Financing Activities:
Proceeds from issuance of convertible notes						2,200,000	2,200,000	19,950,000
Proceeds from issuance of notes payable				20,000,000
Payments on deferred offering costs				(543,797)
Proceeds from issuance of preferred stock and warrants, net						54,022,876	54,022,876
Repayment of debt								(2,839,261)
Proceeds from issuance of common stock upon exercise of stock options				260,064		51,384	51,384	130,045
Proceeds from issuance of common stock upon exercise of warrants				30,663		14,980	14,980
Simple agreement for future equity								1,500,000
Net cash provided by financing activities				19,746,930		56,289,240	56,289,240	18,740,784
Effect of changes in exchange rate on cash and restricted cash				(7,191)		23,075	72,136	(15,311)
Net increase (decrease) in cash and restricted cash				(9,078,103)		28,863,081	21,893,681	(21,107,698)
Cash and restricted cash at beginning of period				22,519,522		625,841	625,841	21,733,539
Cash and restricted cash at end of period				13,441,419		29,488,922	22,519,522	625,841
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest				1,260,640		$ 51,666	51,666	170,098
Supplemental disclosure of non-cash investing activity:
Fair value of common stock issued as consideration for Business Combinations								5,572,454
Supplemental disclosure of noncash financing activities:
Fair value of loan and security agreement warrant liability				2,690,574
Exercise of series B-2 redeemable convertible preferred stock warrants								$ 122,000
Conversion of redeemable convertible preferred stock to common stock upon equity recapitalization							120,793,893
Conversion of convertible notes to redeemable convertible preferred stock and warrants							19,874,439
Issuance of redeemable convertible preferred stock upon equity recapitalization							7,734,083
Issuance of common stock in connection with debt modification							1,443,605
Conversion of SAFE to redeemable convertible preferred stock							1,190,530
Conversion of convertible notes to common stock							427,690
Issuance of warrants to customer							$ 154,330
Unpaid deferred offering costs				$ 1,106,539

Description of Organization and Business Operations

9 Months Ended

12 Months Ended

Dec. 31, 2020

Oct. 31, 2021

Sep. 30, 2021

Jan. 31, 2021

Note 1—Description of Organization and Business Operations

Supernova Partners Acquisition Company II, Ltd. (the “Company”) was incorporated as a Cayman Islands exempted company on December 22, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from December 22, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Supernova Partners II LLC, a Cayman Islands exempted company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (the “Proposed Public Offering”) of 30,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (or 34,500,000 units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 4,000,000 warrants (or 4,450,000 warrants if the underwriters’ over-allotment option is exercised in full) (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $2.00 per Private Placement Warrant in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting discount held in trust) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with American Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and

(d)(4) of Rule 2a-7 of the

Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company will provide its holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001,

sold in the Proposed Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to

whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public

Share). The per-share amount to

be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Proposed Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Proposed Public Offering in favor of a Business Combination. Subsequent to the consummation of the Proposed Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of

any material non-public information and

(ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Proposed Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) will agree not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at

a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000

of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption

rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period.

The Sponsor has agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, except the independent registered public accounting firm, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Note 1 — Description of Organization and Business Operations

The Company’s sponsor is Supernova Partners II LLC, a Cayman Islands exempted company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes 4,500,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.5 million, of which approximately $12.1 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,450,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $2.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with American Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule

2a-7

of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

Act.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 4, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the

right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period

The Sponsor agreed to waive their liquidation rights with respect to the Founder Shares (as defined below) if the Company fails to complete a Business Combination within 24 months from the closing of the initial public offering, or March 4, 2023 (the “Combination Period”). However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the initial public offering, they will be entitled to liquidating distributions from the Trust Account (as defined below) with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only

10.00

per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, except the independent registered public accounting firm, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity

As of

September

30, 2021, the Company had approximately $0.9 million in its operating bank account and working capital of approximately $0.3 million.

The Company has incurred and expects to incur significant costs in pursuit of its financing and acquisition plans. Management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the consummation of an initial Business Combination or for a minimum of one year from the date of issuance of these unaudited condensed financial statements. However, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update

2014-15,

“Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s cash flow deficit raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to consummate a Business Combination or raise additional funds will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Risks and Uncertainties

Management is currently evaluating the impact of the

COVID-19

pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial

position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Description of Organization and Business Operations

1.	DESCRIPTION OF BUSINESS

On October 5, 2021, pursuant to an Agreement

and Plan of Merger (the “Holding Company Merger Agreement”) by and among Rigetti & Co, Inc., Rigetti Holdings, Inc. and Rigetti Intermediate Merger Sub, Inc., Rigetti Intermediate Merger Sub, Inc. merged with and into Rigetti & Co, Inc., with Rigetti & Co, Inc. surviving such merger as a wholly owned subsidiary of Rigetti Holdings, Inc., with all of the outstanding equity securities of Rigetti & Co, Inc. exchanged for identical equity securities of Rigetti Holdings, Inc. and (iii) on October 6, Rigetti & Co, Inc. was converted into a Delaware limited liability company and continues as “Rigetti & Co, LLC”. As the transactions described above were among entities under common control and the exchange was made on a one-for-one basis, this merger had no impact on the historical financial statements of Rigetti & Co, Inc. The financial results for the merged entities will be referred to as Rigetti Holdings, Inc. (“Rigetti”).

Rigetti and its subsidiaries (collectively, the “Company”), builds quantum computers and the superconducting quantum processors that power them. Through the Company’s Quantum Cloud Services (QCS) platform, the Company’s machines can be integrated into any public, private or hybrid cloud. The Company offers product types of Platform, Research and Software Tools usage in application areas of benchmarking, chemical simulation, education/entertainment, machine learning, and optimization. Rigetti was incorporated in the State of Delaware in 2013.

The Company is located and headquartered in Berkeley, CA. Other offices operated by the Company are in Fremont, California, London, United Kingdom and Adelaide, Australia. The Company’s revenue is derived primarily from operations in the United States.

On October 6, 2021, Rigetti, Supernova and Supernova Partners Acquisition Company II (Merger Sub) entered into the Merger Agreement. Pursuant to the Merger Agreement, if the Merger is consummated, the Merger Sub and Rigetti shall cause Merger Sub to be merged with and into Rigetti, with Rigetti continuing as the Surviving Corporation following the Merger, being a wholly owned subsidiary of Supernova and the separate corporate existence of Merger Sub shall cease. Upon completion of the Business Combination, which is subject to Supernova shareholder approval, Rigetti will become the successor registrant to an

SEC-registered

and NYSE-listed company and the surviving company will change its name to Rigetti Computing, Inc. meaning that Rigetti’s financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC.

Liquidity and Going Concern

—The Company has incurred net losses since inception, experienced negative cash flows from operations, and has an accumulated deficit of $198,397,159 as of October 31, 2021. The Company has historically financed its operations primarily through the issuance of preferred stock, warrants and convertible notes. The Company expects operating losses and negative cash flows from operations to continue for the foreseeable future, but is focused on reducing operating expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance of these interim financial statements. There is no assurance that the Company’s plans to consummate a Business Combination or raise additional capital through financing will be available on terms acceptable to the Company, if at all. If sufficient funds on acceptable terms are not available when needed, it would have a negative impact on the Company’s financial condition and could force the Company to delay, limit, reduce, or terminate product development. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Rigetti’s Change in Fiscal Year

—In October 2021, the board of directors of Rigetti approved a change to Rigetti’s fiscal year-end from January 31 to December 31, effective December 31, 2021 with a view to making its financial statements more readily comparable with its industry peers and also to align with

Supernova’s fiscal year end. As a result of this change, Rigetti’s fiscal year 2021 will cover a period of 11 months starting from February 1, 2021 and ending on December 31, 2021. Rigetti will first reflect the change in fiscal years for interim and annual filings for fiscal years beginning January 1, 2022.

1.	DESCRIPTION OF BUSINESS

Rigetti & Co, Inc. (“Rigetti”) and its subsidiaries (collectively, the “Company”), builds quantum computers and the superconducting quantum processors that power them. Through the Company’s Quantum Cloud Services (QCS) platform, the Company’s machines can be integrated into any public, private or hybrid cloud. The Company offers product types of Platform, Research and Software Tools usage in application areas of benchmarking, chemical simulation, education/entertainment, machine learning, and optimization. Rigetti was incorporated in the State of Delaware in 2013.

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 need for additional capital (or financing) to fund operating losses (see below), 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.

COVID-19

—In March 2020, the World Health Organization declared the outbreak of

COVID-19

as a global pandemic and the virus has continued to spread throughout the countries in which the Company operates. As a result of this outbreak, the Company temporarily closed all offices, but continued to provide services to customers through a remote workforce. The outbreak of

COVID-19

may have various of potential implications on the Company’s research and development activities, which may impact revenue and cash flows. If the global economic impact of

COVID-19

is long-term and significant, it may result in an impairment to the Company’s long-lived assets. As of January 31, 2021 and 2020, the Company’s financial position was not significantly impacted due to the effects of

COVID-19.

On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” (the “Act”) was signed into law. The Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, and modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company analyzed the provisions of the Act and determined there was no significant impact to its tax provision for the years ended January 31, 2021 and 2020.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time the Company is no longer considered to be an emerging growth company. At times, the Company may elect to early adopt a new or revised standard.

Liquidity

—The Company has incurred net losses since inception, experienced negative cash flows from operations, and has an accumulated deficit of $168,889,832 as of January 31, 2021. The Company has historically financed its operations primarily through the issuance of preferred stock, warrants and convertible notes. The Company expects operating losses and negative cash flows from operations to continue for the foreseeable future, but is focused on reducing operating expenses and has significantly reduced expenses in fiscal 2020 compared to fiscal 2019. The Company believes its current capital

resources, together with additional debt financing secured in 2021 (for which $20,000,000 was drawn between March and May of 2021 – see Note 8) will be sufficient for the Company to continue as a going concern for at least one year from the issuance date of these consolidated financial statements. The Company will be required to raise additional capital, however, there can be no assurance as to whether additional financing will be available on terms acceptable to the Company, if at all. If sufficient funds on acceptable terms are not available when needed, it would have a negative impact on the Company’s financial condition and could force the Company to delay, limit, reduce, or terminate product development.

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Dec. 31, 2020

Oct. 31, 2021

Sep. 30, 2021

Jan. 31, 2021

Summary of Significant Accounting Policies

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards

Update (“ASU”) 2014-15, “Disclosures of

Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or one year from the issuance of these financial statements.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that

apply to non-emerging growth companies

but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Net Loss Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares at December 31, 2020 were reduced for the effect of an aggregate of 1,125,000 shares of Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented.

Deferred Offering Costs Associated with the Proposed Public Offering

Deferred offering costs consist of legal fees incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company’s management

determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from December 22, 2020 (inception) through December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Recent Accounting Pronouncements

The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presente

d in U.S

. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.

Restatement to Previously Reported Financial Statements

In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. The Company’s previously filed financial statements that contained the error were reported in the Company’s Form 8-K filed with the SEC on March 10, 2021 (the “Post-IPO Balance Sheet”) and the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. As a result, the Company restated its previously filed financial statements to present all Class A ordinary shares as temporary equity subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering.

The impact of the

restatement to

the Post-IPO Balance Sheet is an increase to Class A ordinary shares subject to possible redemption of approximately $28.9 million, a decrease to additional paid-in capital of approximately $5.5 million an increase to the accumulated deficit of approximately $23.3 million, and the reclassification of 2,888,978 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption as presented below.


As of March 4, 2021	As Reported			Adjustment			As Restated
Total assets	$	346,880,911			—		$	346,880,911
Total liabilities	$	25,770,690			—		$	25,770,690
Class A ordinary shares subject to redemption		316,110,220			28,889,780		$	345,000,000
Preferred shares		—			—			—
Class A ordinary shares		289			(289	)		—
Class B ordinary shares		863			—			863
Additional paid-in capital		5,543,115			(5,543,115	)		—
Accumulated deficit		(544,266	)		(23,346,376	)		(23,890,642	)
Total shareholders’ equity (deficit)	$	5,000,001		$	(28,889,780	)	$	(23,889,779	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	346,880,911		$	—		$	346,880,911

The impact of the restatement on the unaudited condensed balance sheets and unaudited condensed statements of operations for the Affected Quarterly Periods is presented below.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021:


As of March 31, 2021	As Reported			Adjustment			As Restated
Total assets	$	346,801,623			—		$	346,801,623
Total liabilities	$	26,267,320			—		$	26,267,320
Class A ordinary shares subject to redemption		315,534,300			29,465,700		$	345,000,000
Preferred shares		—			—			—
Class A ordinary shares		294			(294	)		—
Class B ordinary shares		863			—			863
Additional paid-in capital		6,172,654			(6,172,654	)		—
Accumulated deficit		(1,173,808	)		(23,292,752	)		(24,466,560	)
Total shareholders’ equity (deficit)	$	5,000,003		$	(29,465,700	)	$	(24,465,697	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	346,801,623		$	—		$	346,801,623


Form 10-Q: Three Months Ended March 31, 2021
	As Reported			Adjustment			As Restated
Cash Flow from Operating Activities	$	(476,570	)	$	—		$	(476,570	)
Cash Flows from Investing Activities	$	(345,000,000	)	$	—		$	(345,000,000	)
Cash Flows from Financing Activities	$	346,861,861		$	—		$	346,861,861
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accounts payable	$	65,450		$	—		$	65,450
Offering costs included in accrued expenses	$	302,000		$	—		$	302,000
Deferred underwriting commissions in connection with the initial public offering	$	12,075,000		$	—		$	12,075,000
Initial value of Class A ordinary shares subject to possible redemption	$	316,110,220		$	(316,110,220	)	$	—
Change in value of Class A ordinary shares subject to possible redemption	$	(575,920	)	$	575,920		$	—


As of June 30, 2021	As Reported			Adjustment			As Restated
Total assets	$	346,622,172			—		$	346,622,172
Total liabilities	$	28,533,605			—		$	28,533,605
Class A ordinary shares subject to redemption		313,088,560			31,911,440		$	345,000,000
Preferred shares		—			—			—
Class A ordinary shares		319			(319	)		—
Class B ordinary shares		863			—			863
Additional paid-in capital		8,618,370			(8,618,370	)		—
Retained earnings (accumulated deficit)		(3,619,545	)		(23,292,752	)		(26,912,297	)
Total shareholders’ equity (deficit)	$	5,000,007		$	(31,911,441	)	$	(26,911,434	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	346,622,172		$	—	*	$	346,622,172

*	de minimis rounding


Form 10-Q: Six Months Ended June 30, 2021
	As Reported			Adjustment			As Restated
Cash Flow from Operating Activities	$	(565,125	)	$	—		$	(565,125	)
Cash Flows from Investing Activities	$	(345,000,000	)	$	—		$	(345,000,000	)
Cash Flows from Financing Activities	$	346,796,412		$	—		$	346,796,412
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accrued expenses	$	302,000		$	—		$	302,000
Deferred underwriting commissions in connection with the initial public offering	$	12,075,000		$	—		$	12,075,000
Initial value of Class A ordinary shares subject to possible redemption	$	316,110,220		$	(316,110,220	)	$	—
Change in value of Class A ordinary shares subject to possible redemption	$	(3,021,660	)	$	3,021,660		$	—

In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. The impact to the reported amounts of weighted averages shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods:


	EPS for Class A ordinary shares (redeemable)
	As Reported			Adjustment			As Adjusted
Form 10-Q (March 31, 2021) - three months ended March 31, 2021
Net loss	$	(1,159,117	)	$	—		$	(1,159,117	)
Weighted average shares outstanding		31,608,965			2,891,035			34,500,000
Basic and diluted earnings per share	$	0.00		$	(0.03	)	$	(0.03	)
Form 10-Q (June 30, 2021) - three months ended June 30, 2021
Net loss	$	(2,445,737	)	$	—		$	(2,445,737	)
Weighted average shares outstanding		31,550,742			2,949,258			34,500,000
Basic and diluted earnings per share	$	0.00		$	(0.06	)	$	(0.06	)
Form 10-Q (June 30, 2021) - six months ended June 30, 2021
Net loss	$	(3,604,854	)	$	—		$	(3,604,854	)
Weighted average shares outstanding		31,564,442			2,935,558			34,500,000
Basic and diluted earnings per share	$	0.00		$	(0.08	)	$	(0.08	)


	EPS for Class B ordinary shares (non- redeemable)
	As Reported			Adjustment			As Adjusted
Form 10-Q (March 31, 2021) - three months ended March 31, 2021
Net loss	$	(1,159,117	)	$	—		$	(1,159,117	)
Weighted average shares outstanding		8,749,433			(899,433	)		7,850,000
Basic and diluted earnings per share	$	(0.13	)	$	0.10		$	(0.03	)
Form 10-Q (June 30, 2021) - three months ended June 30, 2021
Net loss	$	(2,445,737	)	$	—		$	(2,445,737	)
Weighted average shares outstanding		11,574,258			(2,949,258	)		8,625,000
Basic and diluted earnings per share	$	(0.21	)	$	0.15		$	(0.06	)
Form 10-Q (June 30, 2021) - six months ended June 30, 2021
Net loss	$	(3,604,854	)	$	—		$	(3,604,854	)
Weighted average shares outstanding		10,169,649			(1,930,008	)		8,239,641
Basic and diluted earnings per share	$	(0.36	)	$	0.28		$	(0.08	)

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000

, and investments held in Trust Account. As of September 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of

September

30, 2021 and December 31, 2020.

Investments Held in the Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring 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 unobservable inputs (Level 3 measurements). These tiers consist of:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is

re-assessed

at the end of each reporting period.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. Subsequent to the separate listing and trading of the Public Warrants the fair value of the Public Warrants has been measured based on the observable listed prices for such warrants and the fair value of the Private Warrants are measured using a Black-Scholes Option Pricing Model. Derivative warrant liabilities are classified as

non-current

as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total

proceeds received. Offering costs associated with derivative warrant liabiliti

es are ex

pensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares issued were charged to the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, the Company

had 345,000,000 and 0,

respectively of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

Income Taxes

ASC Topic 740 prescribes a recognition threshold and a measurement

ttribute for the financial s

tate

ment recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to

be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate

13,075,000

shares of Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-

dilutive

under the treasury stock method. The number of weighted average Class B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 1,125,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 5). Since the contingency was satisfied as of September 30, 2021, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:


	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	3,731,852	$	932,963	$	853,023	$	206,938
Denominator:
Basic weighted average ordinary shares outstanding		34,500,000		8,625,000		34,500,000		8,369,505
Diluted weighted average ordinary shares outstanding		34,500,000		8,625,000		34,500,000		8,625,000

Basic net income per ordinary share	$	0.11	$	0.11	$	0.02	$	0.02

Diluted net income per ordinary share	$	0.11	$	0.11	$	0.02	$	0.02

Income Taxes

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to

be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of

September

30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06,

Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU

2020-06

on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recen

tly is

sued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

Summary of Significant Accounting Policies

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

—The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”).

Unaudited Interim Financial Information—

The interim condensed consolidated financial statements included in this quarterly report have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained within these interim condensed consolidated financial statements are adequate to make the information presented not misleading. The interim condensed consolidated financial statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this registration statement for the year ended January 31, 2021. The Condensed Consolidated Statement of Operations and Comprehensive Loss for the nine months ended October 31, 2021 is not necessarily indicative of the results to be anticipated for the entire year ending January 31, 2022 or thereafter. All references to October 31, 2021 and 2020 in the notes to condensed consolidated financial statements are unaudited.

Emerging Growth Company

—Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

Use of Estimates

—The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements.

Such management estimates include, but are not limited to: the fair value of share-based awards, fair value of convertible notes, fair value of the convertible preferred stock warrants, goodwill and intangible assets, accrued liabilities and contingencies, depreciation and amortization periods, 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 makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could materially differ from those estimates.

Principals of Consolidation

—The condensed consolidated financial statements include

the

accounts of Rigetti and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Deferred Offering Costs

—Deferred offering costs consist of legal, accounting and consulting fees incurred through the balance sheet date that are directly related to the Merger mentioned in Note 1 and that will be charged to shareholder’s equity upon the completion of the Merger mentioned in Note 1. Should the Merger prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

Segments

—Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM. The Company’s Chief Executive Officer is its CODM. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment.

Foreign Currency

—The Company’s reporting currency is the US dollar. The functional currency of the Company’s foreign subsidiaries are the local currencies (UK pounds sterling and Australian dollars), as it is the monetary unit of account of the principal economic environment in which the Company’s foreign subsidiaries operate. All assets and liabilities of the foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenue and expenses are translated at average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currency financial statements into US dollars is reflected as a foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive gain (loss). 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 condensed consolidated statements of operations.

Comprehensive Loss

—Comprehensive loss consists of two components, net loss and other comprehensive loss. The Company’s other comprehensive loss consists of foreign currency translation adjustments that result from consolidation of its foreign entities.

Cash and Restricted Cash

—The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash. As of October 31, 2021, and January 31, 2021, cash consists primarily of checking and savings deposits. The Company’s restricted cash balance classifies all cash whose use is limited by contractual provisions. As of October 31, 2021 and January 31, 2021, restricted cash consists of cash secured as collateral for letters of credit in favor of the Company’s landlord and its corporate credit card program. The Company may not access these funds until it vacates this office space (leases expire in 2026).

The following table provides a reconciliation of cash and restricted cash in the condensed consolidated balance sheets to the total amount shown in the condensed consolidated statements of cash flows:


	October 31, 2021		January 31, 2021
Cash	$	13,124,285	$	22,202,388
Restricted cash		317,134		317,134

Total cash and restricted cash	$	13,441,419	$	22,519,522

Accounts Receivable

—Accounts receivable are recorded at invoice value, net of allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and determines whether to

provide an allowance or if any accounts should be written off based on a past history of write-offs, collections, and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. As of October 31, 2021, and January 31, 2021, the Company does not have any allowances for doubtful accounts.

Revenue Recognition

—The Company generates revenue through its Quantum Cloud Services (QCaaS) 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 Rigetti quantum computing systems (QCaaS) is recognized over time as access to the systems is provided on a ratable basis over the subscription term, which can range from six months to two years. This time-based input measure of progress provides a faithful depiction of the transfer of the services because the customer obtains generally equal 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. 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.

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 typically fixed fee arrangements invoiced on a milestone basis, but may also be invoiced on a time and materials or cost reimbursement basis in certain cases. Revenue related to development contracts and other services is recognized over time as the services are provided using an input measure based on actual labor hours incurred to date relative to total estimated labor hours needed to complete the program or total contracted hours over the program period. 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. Revenue related to the sale of custom quantum computing components is recognized at a point in time upon acceptance by the customer.

Net income (loss) per share

—The Company has Class A Common Stock outstanding and no shares of Class B Common Stock outstanding. However, the Company’s Convertible Series

C-1

Preferred Stock are convertible into Class B Common Stock. Basic net income (loss) per share of common shareholders is calculated by dividing net income (loss) attributable to the common shareholders (the numerator) by the weighted average number of common shares outstanding for the period (the denominator).

The Company uses the

two-class

method to calculate the diluted net income (loss) per share for each class of Common Stock. The

two-class

method determines net income (loss) per share for each class of Common Stock according to dividends declared or accumulated and participation rights in undistributed earnings. The

two-class

method requires all undistributed earnings for the period to be allocated among multiple classes of potential Common Stock as if all earnings for the period were distributed. Diluted net income (loss) is computed separately for each class of the potential Common Stock. Potential dilutive shares for Class A Common Stock include shares of convertible Series C Preferred Stock, common stock warrants, restricted stock units, and stock options. Potential dilutive shares for Class B Common Stock include shares of

convertible Series

C-1

Preferred Stock. Potential dilutive common shares are excluded from the computation of diluted net income (loss) per share, if the effect of including such potential dilutive shares would be anti-dilutive.

The following table sets forth the computation of the basic and diluted net loss per share in relation to the Class A Common Stock:


	October 31,
	2021			2020
Net Loss	$	(29,507,327	)	$	(17,895,346	)
Basic and diluted shares
Weighted-average Class A Common Stock outstanding		22,067,245			20,636,737
Loss per share for Class A Common Stock
— Basic	$	(1.34	)	$	(0.87	)
— Diluted	$	(1.34	)	$	(0.87	)

The number of shares outstanding underlying the potential dilutive Class A Common Stock at October 31, 2021 and 2020 are as follows:


	October 31,
	2021		2020
Convertible Series C Preferred Stock		69,223,658		69,223,658
Common Stock Warrants		10,952,096		10,197,532
Stock Options		14,986,512		17,296,199
Restricted Stock Units		6,736,961		—

		101,899,227		96,717,389

The number of shares outstanding underlying the potential dilutive Class B Common Stock at October 31, 2021 and 2020 are as follows:


	October 31,
	2021		2020
Convertible Series C-1 Preferred Stock		29,502,847		29,502,847

		29,502,847		29,502,847

Stock-Based Compensation

—The Company’s stock-based compensation program grants awards that may include stock options, restricted and unrestricted stock awards and restricted stock units. The fair values of stock option grants are estimated as of the date of grant using a Black-Scholes option valuation model, which requires extensive use of accounting judgment and financial estimates, including estimates of the expected term participants will retain their vested stock options before exercising them, the estimated volatility of its common stock price over the expected term, the risk free rate, and expected dividend yield. The fair values of restricted stock awards are based on the fair value of the Company’s common stock on the date of grant. The estimated fair values of the employee stock awards are then expensed over the requisite service period, which is generally the awards’ vesting period, and uses the straight-line method to recognize stock-based compensation.

The accounting for awards granted to consultants and nonemployees is largely consistent with the accounting for such awards granted to employees, with the exception that the fair value of the awards may be measured based on the expected term or the contractual term of the award and the fair value is recognized in the same period and in the same manner the Company would if it had paid cash for the related services.

The Company has elected to account for forfeitures of employee stock awards as they occur. Upon any exercise of stock option awards, the Company issues new shares of common stock, unless there are treasury shares available for reissuance at that time.

Fair Value Measurements

—Fair value accounting is applied for all assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company follows the established framework for measuring fair value and expanded disclosure requirements about fair value measurements.

As of October 31, 2021, the Company has recorded two financial liabilities subject to fair value measurements 1) Derivative warrant liabilities and 2) Forward Warrant Agreement and both are classified as Level III liabilities as they both include unobservable inputs. Derivative warrant liabilities were fair valued based on a Black Scholes option model with unobservable inputs which included stock price of Rigetti common stock, volatility and selected risk free rate. The Company estimated the fair value of the Forward Warrant Agreement using a forward analysis with unobservable inputs which included selected risk-free rate and probability outcomes.

Derivative Warrant Liabilities

—The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant

to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”) at the initial recognition.

Certain of the warrants issued and outstanding are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period until exercised. The fair value of the warrant liabilities issued were initially measured using the Black Scholes model and will be subsequently remeasured at each reporting period with changes recorded as a component of other income in the Company’s consolidated statement of operations. Derivative warrant liabilities are classified as

non-current

as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Concentrations of Credit Risk

—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company invests its excess cash in

low-risk,

highly liquid money market funds and certificates of deposit with a major financial institution.

Significant customers are those which represent 10% or more of the Company’s revenue or accounts receivable balance at each balance sheet date. During the nine months ended October 31, 2021, five customers accounted for approximately 99% of the Company’s revenue. As of October 31, 2021, three customers accounted for approximately 99% of the Company’s accounts receivable. During the nine months ended October 31, 2020, three customers accounted for approximately 78% of the Company’s revenue. As of January 31, 2021, one customer accounted for 87% of the Company’s accounts receivable.

Customers accounting for 10% or more of the Company’s revenue during the nine months ended October 31, 2021 and 2020 were:


	October 31,
Customer	2021			2020
Customer A		29	%		*
Customer B		19	%		30	%
Customer C		19	%		*
Customer D		18	%		34	%
Customer E		14	%		15	%

*	Customer accounted for less than 10% of revenue in the respective year

Recent Accounting Pronouncements

—Recently issued, but not yet effective accounting standards are discussed in Note 2 of our audited financial statements as of and for the years ended January 31, 2021 and 2020.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

—The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US “GAAP”).

Prior Period Reclassifications

—Certain prior period amounts have been reclassified to conform to the current period presentation. “Unbilled Receivables” were reclassified from “Other Current Assets” to “Accounts Receivable” on the Company’s consolidated balance sheets.

Income Statement Reclassifications

—Certain payroll and other costs were reclassified among the three categories of operating expenses on the Company’s consolidated statements of operations to better align with detailed job and project allocation measures and to reflect appropriately the research and development stage of the company and the technology. The Company believes this will improve and enhance the presentation of our financial statements and related disclosures for users of our financial statements. Total reported operating expenses have not changed from the previously issued financial statements. As a result of this change, $3,133,808 (YE 1/31/20 -$ 5,531,056) & $1,040,831 (YE 1/31/20 - $1,802,274) of general and administration expenses were reclassified into the research and development and sales and marketing expenses respectively.

Use of Estimates

—The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Such management estimates include, but are not limited to, the fair value of share based awards, fair value of convertible notes, fair value of the convertible preferred stock warrants, goodwill and intangible assets, accrued liabilities and contingencies, depreciation and amortization periods, 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 makes adjustments 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 materially differ from those estimates.

Principals of Consolidation

—The consolidated financial statements include the accounts of Rigetti and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Segments

Foreign Currency

Comprehensive Loss

Cash and Restricted Cash

—The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash. As of January 31, 2021 and 2020, cash consists primarily of checking and savings deposits. The Company’s restricted cash balance classifies all cash whose use is limited by contractual provisions. As of January 31, 2021 and 2020, restricted cash consists of cash secured as collateral for letters of credit in favor of the Company’s landlord and its corporate credit card program. The Company may not access these funds until it vacates this office space (leases expire in 2026).

The following table provides a reconciliation of cash and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows:


	January 31,
	2021		2020
Cash	$	22,202,388	$	308,707
Restricted cash		317,134		317,134

Total cash and restricted cash	$	22,519,522	$	625,841

Accounts Receivable

—Accounts receivable are recorded at invoice value, net of allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs, collections, and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. As of January 31, 2021 and 2020, the Company does not have any allowances for doubtful accounts.

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. The Company uses an estimated useful life of three years for furniture and information technology hardware (“IT hardware”), seven years for process equipment, and ten years for quantum computer and fridges. Leasehold improvements are amortized over the shorter of the lease-term or the estimated useful life of the related asset. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in other income (loss) in the consolidated statements of operations.

Goodwill

—Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company evaluates goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. Goodwill is tested for impairment by comparing the reporting unit’s carrying value, including goodwill to the fair value of the reporting unit. The Company has one reporting unit and for its annual goodwill impairment test, the Company determined the fair value of our reporting unit based on our enterprise value. The Company may elect to utilize a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than it’s carrying value. If, after assessing the qualitative factors, the Company determines that it is more likely than not that the fair value of the reporting unit is less than it’s carrying value, an impairment analysis will be performed. There was no goodwill impairment recorded for the years ended January 31, 2021 and 2020.

Redeemable Convertible Preferred Stock Warrant Liability

—Redeemable convertible preferred stock warrants are classified as liabilities on the consolidated balance sheet. The warrants are subject to remeasurement at each consolidated balance sheet date, and any change in fair value is recognized as a

component of other income (expense). The fair value of these warrants is determined by the Company based on the Black-Scholes option-pricing valuation model, which requires the input of highly subjective assumptions, including the estimated fair value of the underlying redeemable convertible preferred stock at the valuation measurement date, the remaining contractual term of the warrant, risk-free interest rates, expected dividends, and expected volatility of the price of the underlying redeemable convertible preferred stock. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants or the completion of a liquidation event, at which time all redeemable convertible preferred stock warrants will be converted into warrants to purchase common stock and, accordingly, the liability will be reclassified into stockholders’ deficit.

Prior to the year ended January 31, 2020, the Company had issued a warrant to acquire 14,958 shares of series

B-2

redeemable convertible preferred stock in conjunction with a revenue contract (see Revenue Recognition for additional details). The series

B-2

redeemable convertible preferred stock warrants had a

10-year

contractual term and an exercise price of $0.000001 per share. The Company had classified the series

B-2

redeemable convertible preferred stock warrants as liabilities due to the contingently redeemable nature of the underlying series

B-2

redeemable convertible preferred stock. In January 2020, the holder exercised the series

B-2

redeemable convertible preferred stock warrant in full, with the Company receiving the nominal cash exercise price. As part of the exercise, the Company estimated that the fair value of the series

B-2

redeemable convertible preferred stock warrant was $122,000 (no change in fair value identified), and this fair value was reclassified as a component of the carrying value of the series

B-2

redeemable convertible preferred stock.

Revenue Recognition

—The Company recognizes revenue in accordance with Accounting Standards Update

No. 2014-09,

Revenue from Contracts with Customers (Topic 606)

and accounts for certain contract costs in accordance with FASB’s Accounting Standards Codification (“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 Cloud Services (QCaaS) 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 Rigetti quantum computing systems (QCaaS) is recognized over time as access to the systems is provided on a ratable basis over the subscription term, which can range from six months to two years. This time-based input measure of progress provides a faithful depiction of the transfer of the services because the customer obtains generally equal 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. 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. 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 typically fixed fee arrangements invoiced on a milestone basis, but may also be invoiced on a

time and materials or cost reimbursement basis in certain cases. Revenue related to development contracts and other services is recognized over time as the services are provided using an input measure based on actual labor hours incurred to date relative to total estimated labor hours needed to complete the program or total contracted hours over the program period. 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. Revenue related to the sale of custom quantum computing components is recognized at a point in time upon acceptance by the customer. The Company has elected to treat shipping and handling activities related to contracts with customers as fulfillment costs, and not as separate performance obligations, and accrues the related costs when the related revenue is recognized.

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 option to determine whether the renewal pricing is reflective of standalone selling price or is reflective of a discount that would provide the customer with a material right. Based on the Company’s assessment of standalone selling prices, the Company determined that there were no significant material rights provided to its customers requiring separate recognition.

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. Deferred revenue is primarily composed of fees related to QCaaS, which are generally billed in advance and recognized as revenue over the related subscription term. Unbilled receivables relate to revenue recognized for milestones completed under development services contracts for which the related milestone billing has not yet occurred.

In instances where the timing of revenue recognition differs from the timing of the right to invoice, the Company has determined that a significant financing component generally does not exist. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the products and services and not to receive financing from or provide financing to the customer. Additionally, the Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less.

Payment terms on invoiced amounts are typically net 30 days. The Company does not offer rights of return for its products and services in the normal course of business,

and contracts generally do not include service-type warranties that provide any incremental service to the customer beyond providing assurance that the goods and services conform to applicable specifications or customer-specific or subjective

acceptance provisions. The Company also excludes from revenue government-assessed and imposed taxes on revenue-generating activities that are invoiced to customers.

Costs of Obtaining and Fulfilling Contracts

—The Company has elected to apply the practical expedient to expense contract acquisition costs as incurred when the expected amortization period is one year or less. The Company capitalizes incremental costs incurred to fulfill its contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation(s) under the contract, and (iii) are expected to be recovered through revenue generated under the contract.

Cost of Revenue

—Cost of revenue consists primarily of compensation, bonuses, employee taxes and benefit costs of program management and collaboration services personnel associated with the delivery of goods and services to customers and an allocation of facility costs and depreciation.

Research and Development

—Research and development costs that do not meet the criteria for capitalization are expensed as incurred. Research and development expenses include compensation, employee benefits, and stock-based compensation for technology developers and product management employees as well as fees paid to outside consultants and the amortization of capitalized software costs for the Company’s proprietary technology. As of January 31, 2021 and 2020, no research and development costs have been capitalized.

General and Administrative

—General and administrative expenses include compensation, employee benefits, and stock-based compensation for executive management, legal, insurance, finance administration and human resources, facility costs (including rent), bad debt costs, professional service fees, and other general overhead costs including depreciation to support the Company’s operations.

Sales and Marketing

—Sales and marketing expenses consisted primarily of compensation, and employee benefits of sales and marketing employees, as well as fees paid to outside consultants, travel and marketing and promotion costs.

Capitalized Software

—The Company capitalizes the costs to develop its

internal-use

software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Such costs are included in property and equipment in the consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the related asset. These capitalized costs are primarily related to the software infrastructure supporting the quantum computing services purchased by customers. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional features and functionality. Maintenance costs are expensed as incurred. During the years ended January 31, 2021 and 2020, no capitalized software has been recorded.

Impairment of Long-Lived Assets

—Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flow. If the future undiscounted cash flow is less than the carrying amounts of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. During the years ended January 31, 2021 and 2020, no impairment charge has been recorded.

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 an

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 January 31, 2021 and 2020, the Company has recorded a full valuation allowance against its deferred tax assets.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely 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 Income (Loss) Per Share:

The Company has Class A Common Stock outstanding and no shares of Class B Common Stock outstanding. However, the Company’s Convertible Series

C-1

The Company uses the

two-class

method to calculate the diluted net income (loss) per share for each class of Common Stock. The

two-class

method determines net income (loss) per share for each class of Common Stock according to dividends declared or accumulated and participation rights in undistributed earnings. The

two-class

method requires all undistributed earnings for the period to be allocated among multiple classes of potential Common Stock as if all earnings for the period were distributed. Diluted net income (loss) is computed separately for each class of the potential Common Stock. Potential dilutive shares for Class A Common Stock include shares of convertible Series C Preferred Stock, common stock warrants and stock options. Potential dilutive shares for Class B Common Stock include shares of convertible Series

C-1

Stock-Based Compensation

Fair Value Measurements

—Fair

value accounting is applied for all assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Fair value is defined as the exchange price that would be received for an asset or an

exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company follows the established framework for measuring fair value and expanded disclosure requirements about fair value measurements.

Concentrations of Credit Risk

low-risk,

highly liquid money market funds and certificates of deposit with a major financial institution.

Significant customers are those which represent 10% or more of the Company’s revenue or accounts receivable balance at each balance sheet date. During the year ended January 31, 2021, three customers accounted for approximately 78% of the Company’s revenue and one customer accounted for approximately 87% of the Company’s accounts receivable. During the year ended January 31, 2020, four customers accounted for approximately 82% of the Company’s revenue and 97% of the Company’s accounts receivable.

Customers accounting for 10% or more of the Company’s revenue during the years ended January 31, 2021 and 2020 were:


Customer	2021			2020
Customer A		32	%		16	%
Customer B		31	%		*
Customer C		15	%		32	%
Customer D		*			24	%
Customer E		*			10	%

* Customer accounted for less than 10% of revenue in the respective year

All revenues derived from major customers noted above are included in the Americas region in Note 14.

Employee Benefit Plan

—The Company sponsors a qualified 401(k) defined contribution plan covering eligible employees. Participants may contribute a portion of their annual compensation limited to a maximum annual amount set by Internal Revenue Service. There were no employer contributions under this plan during the years ended January 31, 2021 and 2020.

Business Combinations

—The Company accounts for business combinations using the acquisition method of accounting. The Company allocates the purchase price of the acquisition to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

Recent Accounting Pronouncements

—In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842)

. This ASU requires recognition of a lease asset and lease liability for all leases with a term of greater than 12 months regardless of their classification. In May 2020, the FASB issued ASU

2020-05

which defers the effective date of ASU

2016-02

one year making it effective for annual reporting periods beginning after December 15, 2021. The Company is currently evaluating the impact th

adoption of this guidance will have on its consolidated financial statements.

In June 2016, the FASB issued ASU No.

2016-13,

Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

. The FASB subsequently issued amendments to ASU

2016-13,

which have the same effective date and transition date of January 1, 2023. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. For

available-for-sale debt securities with unrealized losses, these standards now

require allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be

recognized for

available-for-sale

debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

In January 2017, the FASB issued ASU

2017-04,

Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment

. This ASU eliminates Step 2 of the goodwill impairment test, which required comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. This amendment will become effective for annual periods beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

In December 2019, the FASB issued ASU

2019-12,

Income Taxes

. ASU

2019-12

simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by improving consistent application of other areas of Topic 740. The new standard is effective for annual reporting periods beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

In August 2020, the FASB issued ASU

2020-06,

Debt–Debt with Conversion and Other Options (Subtopic

470-20

and Derivatives and Hedging–Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

. The objective of this update is to simplify the accounting for convertible preferred stock by removing the existing guidance in ASC

470-20,

“Debt: Debt with Conversion and Other Options,” that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC

470-20

applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC

815-40

for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. This amendment also further revises the guidance in ASU 260, “Earnings per Share,” to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the

if-converted

method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ASU

2020-06

is effective for annual reporting periods beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

In May 2021, the FASB issued

ASU

2021-04,

‘Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic

470-50),

Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—

Contracts in Entity’s Own Equity (Subtopic

815-40):

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.

This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) How an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) How an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) How an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU

2021-04

is effective for annual reporting periods beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

Initial Public Offering		9 Months Ended
Initial Public Offering	Dec. 31, 2020	Sep. 30, 2021
Equity [Abstract]
Initial Public Offering	Note 3—Proposed Public Offering Pursuant to the Proposed Public Offering, the Company intends to offer for sale 30,000,000 Units (or 34,500,000 Units if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).	Note 3 — Initial Public Offering On March 4, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, which includes 4,500,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.5 million, of which approximately $12.1 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).

Revenue Recognition

9 Months Ended

12 Months Ended

Oct. 31, 2021

Jan. 31, 2021

Revenue recognition

3.	REVENUE RECOGNITION

Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services and excludes any government-assessed and imposed taxes on revenue- generating activities that are invoiced to customers.

The following tables depict the disaggregation of revenue according to the type of good or service and timing of transfer of goods or services:


	Nine Months Ended October 31,
Type of Goods or Service	2021		2020
Development contracts and other services	$	5,029,105	$	2,534,915
QCaaS		1,910,876		1,589,248

	$	6,939,981	$	4,124,163

Timing of Revenue Recognition
Revenue recognized at a point in time	$	—	$	—
Revenue recognized over time		6,939,981		4,124,163

	$	6,939,981	$	4,124,163

Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of October 31, 2021 and January 31, 2021 were as follows:


	October 31, 2021			January 31, 2021
Trade receivables, net	$	1,274,181		$	327,301
Unbilled receivables	$	195,376		$	152,073
Deferred revenue—current	$	(630,993	)	$	(491,827	)

liability (deferred revenue) is also recorded. If revenue is recognized in advance of the right to invoice, a contract asset (unbilled receivable) is recorded. Deferred revenue is primarily composed of fees related to QCaaS, which are generally billed in advance and recognized as revenue over the related subscription term. Unbilled receivables primarily relate to revenue recognized for milestones completed under development services contracts for which the related milestone billing has not yet occurred.

Changes in deferred revenue from contracts with customers were as follows:


	Nine Months Ended October 31, 2021
Balance at beginning of period	$	(491,827	)
Deferral of revenue		(5,488,426	)
Recognition of deferred revenue		5,349,260

Balance at end of period	$	(630,993	)

Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of October 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $4,154,856. The Company expects to recognize estimated revenues related to performance obligations that are unsatisfied (or partially satisfied) in the amounts of approximately $836,200 during the remainder of year ended January 31, 2022, and $3,318,656 during the year ended January 31, 2023.

3.	REVENUE RECOGNITION

The following tables depict the disaggregation of revenue according to the type of good or service and timing of transfer of goods or services:


	Year Ended January 31,
Type of Goods or Service	2021		2020
Development contracts and other services	$	2,919,507	$	479,653
QCaaS		2,380,091		208,329
Quantum computing components		243,000		47,500

	$	5,542,598	$	735,482

Timing of Revenue Recognition
Revenue recognized at a point in time	$	243,000	$	47,500
Revenue recognized over time		5,299,598		687,982

	$	5,542,598	$	735,482

Selected consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of January 31, 2021 and 2020 were as follows:


	2021			2020
Trade receivables, net	$	327,301		$	165,225
Unbilled receivables	$	152,073		$	23,750
Deferred revenue - current	$	(491,827	)	$	(1,850,482	)
Deferred revenue - non-current	$	—		$	(301,201	)

Changes in deferred revenue from contracts with customers were as follows:


	Year Ended January 31,
	2021			2020
Balance at beginning of period	$	(2,151,683	)	$	(339,536	)
Deferral of revenue		(364,545	)		(2,062,773	)
Recognition of deferred revenue		2,024,401			250,626

Balance at end of period	$	(491,827	)	$	(2,151,683	)

Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of January 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $7,097,948. The Company expects to recognize estimated revenues related to performance obligations that are unsatisfied (or partially satisfied) in the amounts of approximately $5,385,980 during the year ended January 31, 2022, $1,061,538 during the year ended January 31, 2023, and $650,430 during the year ended January 31, 2024.

Deferred Contract Acquisition and Fulfillment Costs

—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.

Incremental costs incurred to fulfill the Company’s contracts that meet the capitalization criteria in ASC

340-40

have historically been immaterial. Accordingly, the Company has not capitalized any contract fulfillment costs as of January 31, 2021 and 2020.

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.

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Property and Equipment, Net

9 Months Ended

Oct. 31, 2021

Property, Plant and Equipment [Line Items]

Property and Equipment, Net

4.	Property and Equipment, Net

Property and equipment as of October 31, 2021 and January 31, 2021 are composed of the following:


	October 31, 2021			January 31, 2021
Quantum computing fridges	$	16,792,691		$	14,251,579
Process equipment		15,565,055			12,747,756
Leasehold improvements		4,253,506			4,077,646
IT Hardware		2,425,361			1,999,082
Furniture and other assets		1,246,068			1,246,067

Total property and equipment	$	40,282,681		$	34,322,130

Less: Accumulated depreciation		(17,886,263	)		(14,181,258	)

Property and equipment—net	$	22,396,418		$	20,140,872

As of October 31, 2021, 98% of the total gross property and equipment were located in the United States, and 2% of the total gross property and equipment were located in the United Kingdom. As of October 31, 2020, 100% of the total gross property and equipment were located in the United States. Total depreciation expense for the nine months ended October 31, 2021 and 2020 was $3,705,006 and $3,184,045, respectively. The Company has not acquired any property and equipment under capital leases.

Business Combination

12 Months Ended

Jan. 31, 2021

Business Acquisition [Line Items]

Business Combination

4.	BUSINESS COMBINATIONS

On July 29, 2019, Rigetti entered into an asset purchase agreement (the “Qx Branch Purchase Agreement”) and purchased select assets and assumed select liabilities from the members (the “QxBranch Sellers”) of

QxBranch UK Limited and QxBranch Australia Pty Ltd (collectively, “QxBranch”). QxBranch is a data analysis and quantum computing software company, which provided analytics services and research and development for quantum computing technology. The Company acquired QxBranch as a strategic acquisition to expand and complement the service offerings and expand the client base. The Company was not specifically positioned for direct customer engagement, and the service offering, and workforce provided by QxBranch would allow Rigetti to provide services directly to consumers.

In accordance with the Qx Branch Purchase Agreement, on July 29, 2019 (the “QxBranch Closing Date”), the Buyer completed the acquisition and obtained control of QxBranch and their related assets (the “QxBranch Acquisition”).

The aggregate purchase price consideration transferred from the Buyers to the QxBranch Sellers totaled $5,572,454 of equity in the form of Rigetti common stock.

At the QxBranch Acquisition closing, equity consideration of $569,196 was transferred to be held in escrow related to general representations and warranties indemnifications. Pursuant to the Qx Branch Purchase Agreement, the balance of the escrow funds was distributed to the QxBranch Sellers within 2 days after the 12 month anniversary of the QxBranch Acquisition.

Goodwill recorded as part of the acquisition is amortized for tax purposes over 15 years.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the QxBranch Acquisition:


Cash	$	149,484
Accounts receivable		96,279
Other current assets		20,910
Goodwill		5,377,255
Accounts payable		(8,842	)
Accrued expenses and other current liabilities		(62,632	)

	$	5,572,454

The consolidated financial statements include results of operations following the consummation of the QxBranch Acquisition for the period July 29, 2019 through January 31, 2020. Unaudited pro forma disclosures of revenue and net loss for fiscal 2020 have been omitted as the impact of QxBranch Acquisition as of the beginning of the prior fiscal year would be immaterial to the Company’s results for fiscal 2020.

Acquisition related expenses for the QxBranch Acquisition totaled of $10,409 and were expensed as incurred. These expenses were recognized as a component of general and administrative costs in the Company’s consolidated statements of operations.

Supplemental Financial Statements Information

12 Months Ended

Jan. 31, 2021

Supplemental Financial Statements Information [Line Items]

Supplemental Financial Statements Information

6.	SUPPLEMENTAL FINANCIAL STATEMENTS INFORMATION

Property and Equipment, Net

Property and equipment as of January 31, 2021 and 2020 are composed of the following:


	2021			2020
Quantum computing fridges	$	14,251,579		$	13,009,936
Process equipment		12,747,756			10,705,887
Leasehold improvements		4,077,646			3,063,322
IT Hardware		1,999,082			1,896,486
Furniture and other assets		1,246,067			1,246,067

Total property and equipment	$	34,322,130		$	29,921,698
Less: Accumulated depreciation		(14,181,258	)		(9,881,995	)

Property and equipment - net	$	20,140,872		$	20,039,703

As of January 31, 2021 and 2020, all property and equipment were located in the United States. Total depreciation expense for the years ended January 31, 2021 and 2020 was $4,299,263 and $3,941,859, respectively. The Company has not acquired any property and equipment under capital leases.

Accrued Expenses and Other Current Liabilities


	January 31,
	2021		2020
Accrued Interest on Debt	$	—	$	823,274
Accrued Payroll and Other Payroll Costs		739,893		188,299
Accrued Taxes and Other Tax Costs		451,545		—
Accrued Professional Fees and Other		411,861		62,894

	$	1,603,299	$	1,074,467

Financing Arrangements

9 Months Ended

12 Months Ended

Oct. 31, 2021

Jan. 31, 2021

Financing Arrangements

6.	FINANCING ARRANGEMENTS

In March 2021, the Company entered into an agreement (the “Loan and Security Agreement”) with a Venture Capital institution (“Venture Capital”) to secure a debt commitment of $12,000,000 (the “Tranche A”) which was drawn at the closing. The term loan is collateralized by substantially all of the company’s assets. In conjunction with the Loan Agreement, the Company issued Venture Capital a warrant to purchase shares of common stock (the “Initial Warrants”). The debt agreement does not include any financial covenants and is repayable over a period of 48 months from the original draw down date.

In May 2021, the debt agreement was modified to increase the overall debt commitment by $15,000,000 (the “Tranche B” or the “Amendment”) and $8,000,000 of the additional commitment was drawn at the closing and the remaining commitment of $7,000,000 is available at the Company’s option at any time through March 10, 2022 subject to certain conditions. The

ompany drew the $7,000,000 in Nov

ember

2021. In conjunction with the Amendment, the Company cancelled the previously issued Initial Warrants and issued 995,099 warrant shares to purchase the common stock, see Note 7 for further information on these warrants. The Amendment to the debt agreement was considered a modification for accounting purposes.

The Company capitalized $1,237,482 of debt issuance costs in conjunction with the origination of the term loan.

Under the Amendment, the maturity date was modified to be the date equal to 48 months from the first payment date of each specific cash advance. Subject to an interest only period of 19 months following each specific cash advance date, the term loan incurs interest at a rate

of 11% per annum, payable monthly. The Term Loan includes certain negative covenants, primarily consisting of restrictions on the Company’s ability to incur indebtedness, pay dividends, execute fundamental change transactions, and other specified actions.

In addition, the Company is required to pay a final payment fee equal to 2.75% of the aggregate amount of all term loan advances. The final payment fee is being accreted and amortized into interest expense using the effective interest rate method over the term of the loan.

The Company has recorded interest expense of $1,597,744 and the amortization of the end of term fee was $88,727 for the period ended October 31, 2021. The unamortized issuance cost is offset against the carrying value of the term loan in the accompanying condensed consolidated balance sheet.

Scheduled principal payments on total outstanding debt, as of October 31, 2021, are as follows:


	Tranche A		Tranche B		Total
2023	$	4,409,983	$	2,427,365	$	6,837,348
2024		4,920,301		3,220,881		8,141,182
2025		2,669,716		2,351,754		5,021,470

	$	12,000,000	$	8,000,000	$	20,000,000

8.	FINANCING ARRANGEMENTS

Loan and Security Agreement

In October 2016, the Company entered into a loan and security agreement with a venture lender, providing for a

non-revolving

term loan credit facility. The original term loan drawn by the Company in October 2016 totaled $6,000,000 (the “Term Loan”) and was fully repaid as of January 31, 2020, of which $2,839,261 was repaid during the year ended January 31, 2020. The Term Loan incurred interest at a rate of 9.0% per annum, payable monthly.

The Term Loan included certain negative covenants, primarily consisting of restrictions on the Company’s ability to incur indebtedness, pay dividends, execute fundamental change transactions, and other specified actions. The Term Loan was collateralized by substantially all of the Company’s assets.

Convertible Notes

In November 2018, the Company entered into convertible promissory note arrangements pursuant to which the Company borrowed $1,500,000 (the “2018 Convertible Notes”). In June 2019 and August 2019, the Company entered into convertible promissory note arrangements pursuant to which the Company borrowed $19,700,000 and $250,000, respectively (collectively, the “2019 Convertible Notes”). The 2018 Convertible Notes and 2019 Convertible Notes are collectively referred to as the “Initial Convertible Notes.”

The 2018 Convertible Notes accrued interest at 4.0% per annum and the 2019 Convertible Notes accrued interest at 6.0% per annum, on the outstanding principal balance, payable at maturity. The Initial Convertible Notes were due and payable on the earlier of (i) when requested by a majority of the lenders on or after November 26, 2020 (for the 2018 Convertible Notes) or December 11, 2020 (for the 2019 Convertible Notes), or (ii) when, upon the occurrence of an event of default, such amounts are declared due and payable by the lenders or become automatically due and payable. The Initial Convertible Notes were not prepayable by the Company without the consent of a majority of the lenders.

The Initial Convertible Notes principal and accrued interest were automatically convertible upon a qualified financing event at a conversion price per share equal to the lesser of (i) an amount equal to 85% (2018 Convertible Notes) or 80% (2019 Convertible Notes) of the lowest price per share paid by other investors for the preferred stock sold in the qualified financing and (ii) the price obtained by dividing $600,000,000 (2018 Convertible Notes) or $300,000,000 (2019 Convertible Notes) by the number of fully diluted shares outstanding immediately prior to the qualified financing. In addition, the 2019 Convertible Notes were optionally convertible upon a

non-qualified

financing event under the same conversion terms as described above.

The Initial Convertible Notes principal and accrued interest were optionally convertible upon a change of control at a conversion price per share equal to the lesser of (i) an amount equal to 85% (2018 Convertible

Notes) or 80% (2019 Convertible Notes) of the per share consideration to be received by the holders of the Company’s common stock upon such change of control and (ii) the price obtained by dividing $600,000,000 (2018 Convertible Notes) or $300,000,000 (2019 Convertible Notes) by the number of fully diluted shares outstanding immediately prior to the change of control. The lenders may have also elected to redeem the Initial Convertible Notes principal and accrued interest without premium or penalty upon the occurrence of a change of control.

Upon the occurrence of certain events of default as defined in the Initial Convertible Notes, the Initial Convertible Notes principal and accrued interest would have automatically become due and payable or can become due and payable at the election of the lenders, without premium or penalty.

The Company has elected the fair value option to account for the Initial Convertible Notes, with changes in fair value recorded through the Company’s consolidated statements of operations as other income (expense), net in each report period.

In accordance with the Company’s election of the fair value option, the Company expensed all issuance costs related to the Convertible Notes as incurred.

The Company utilized an income approach valuation model to estimate the fair value of the Initial Convertible Notes as of their respective issuance dates and as of January 31, 2020. The valuation model captures the expected settlement value of the Convertible Notes based on the Company’s assumption that a qualified financing event occurring in February 2020 is the most likely settlement event. As described above, the qualified financing event represents a variable share, fixed value settlement based on the respective discounted per share conversion prices described above. The estimated settlement value of the Initial Convertible Notes has been discounted back to present value as of each measurement date utilizing a discount rate of 10.0%.

As of January 31, 2020, the fair value and principal value of the Initial Convertible Notes were:


Initial Convertible Notes	January 31, 2020
Fair value, in accordance with fair value option	$	26,892,459
Principal value outstanding	$	21,450,000

The Company recorded a loss from the change in fair value of the Initial Convertible Notes of $5,191,117 during the year ended January 31, 2020.

In February 2020, in conjunction with the Recapitalization transactions described in Note 9 the Company and the holders of the Initial Convertible Notes agreed to amend the terms of the Initial Convertible Notes. The primary impact of the amendment was to change the conversion terms previously described, such that upon the closing of the Series C Preferred Stock Financing and Recapitalization, the Initial Convertible Notes (principal and accrued interest) would convert into 6,766,614 shares of Series C Preferred Stock and 16,939,143 shares of Series

C-1

Preferred Stock.

The Company determined that the modification of the Initial Convertible Notes represented an extinguishment for accounting purposes. The Company estimated the fair value of the Series C and Series

C-1

Preferred Stock to be issued upon conversion to be $17,612,235. In addition, the Company issued 6,874,309 shares of Class A Common Stock to the majority holder of the Initial Convertible Notes as consideration for their agreement to the amendment terms. The Company included the fair value of these Class A Common Shares (estimated as $1,443,605) as part of the reacquisition price of the Initial Convertible Notes in the extinguishment calculation. Based on the carrying value of the Initial Convertible Notes (under the fair value option) of $27,767,399 at the date of the amendment, the Company recorded a gain on extinguishment associated with the amendment of $8,711,559, which is included as a component of other income (expense) in the consolidated statements of operations.

Simple Agreement for Future Equity

In October 2019, the Company entered into a simple agreement for future equity (“SAFE”) agreement with an investor in exchange for $1,500,000 in cash proceeds. The SAFE accrues dividends at a rate of 6.0% per annum while outstanding.

The SAFE principal and accrued interest are automatically convertible upon an equity financing event at a conversion price per share equal to the lesser of (i) an amount equal to 80% of the lowest price per share paid by other investors for the preferred stock sold in the equity financing and (ii) the price obtained by dividing $300,000,000 by the number of fully diluted shares outstanding immediately prior to the equity financing. In addition, the SAFE is optionally convertible upon a

non-equity

financing event under the same conversion terms as described above. The SAFE holder can also elect to receive a cash payment upon a change of control or initial public offering event and would be paid out its initial investment plus accrued dividends in the event of a liquidation of the Company.

The Company has elected the fair value option to account for the Convertible Notes and SAFE, with changes in fair value recorded through the Company’s consolidated statements of operations as other income (expense), net in each report period.

The Company utilized an income approach valuation model to estimate the fair value of the SAFE as of its issuance date and as of January 31, 2020. The valuation model captures the expected settlement value of the SAFE based on the Company’s assumption that an equity financing event occurring in February 2020 is the most likely settlement event. The estimated settlement value of the SAFE has been discounted back to present value as of each measurement date utilizing a discount rate of 10.0%.

As of January 31, 2020, the fair value and principal value of the SAFE was:


SAFE	January 31, 2020
Fair value, in accordance with fair value option	$	1,882,397
SAFE principal value outstanding	$	1,500,000

The Company recorded a loss from the change in fair value of the SAFE of $382,397 during the year ended January 31, 2020. Based on the carrying value of the SAFE (under the fair value option) of $1,822,397 at the date of the amendment in connection with the Recapitalization transactions described in Note 9, the Company recorded a gain on extinguishment associated with the amendment of $691,867, which is included as a component of other income (expense) in the consolidated statements of operations.

February 2020 Convertible Notes

In February 2020, just prior to the Recapitalization and Series C Preferred Stock Financing (see Note 9), the Company entered into convertible promissory note arrangements pursuant to which the Company borrowed $2,200,000 (the “2020 Convertible Notes”).

The 2020 Convertible Notes accrued interest at 6.0% per annum on the outstanding principal balance, payable at maturity. The 2020 Convertible Notes were due and payable on the earlier of (i) when requested by a majority of the lenders on or after December 11, 2020, (ii) when, upon the occurrence of an event of default, such amounts are declared due and payable by the lenders or become automatically due and payable, or (iii) if not converted, upon a change of control. The 2020 Convertible Notes were not prepayable by the Company without the consent of a majority of the lenders.

The 2020 Convertible Notes principal and accrued interest were automatically convertible upon a qualified financing event into a number of shares issued in the qualified financing event, at the per share price paid by the other investors in the financing. In addition, the holders of the 2020 Convertible Notes would receive a number of shares of Class A Common Stock (as specified in each respective agreement), and the same warrant coverage, as applicable, as the other investors in the qualified financing.

The 2020 Convertible Notes principal and accrued interest were optionally convertible upon a change of control at a conversion price per share equal to 80% of the per share consideration to be received by the holders of the Company’s common stock upon such change of control. The lenders may have also elected to redeem the Initial Convertible Notes principal and accrued interest without premium or penalty upon the occurrence of a change of control.

Upon the occurrence of certain events of default as defined in the 2020 Convertible Notes, the 2020 Convertible Notes principal and accrued interest would automatically become due and payable or would become due and payable at the election of the lenders, without premium or penalty.

In February 2020, upon the consummation of the Series C Preferred Stock Financing (a qualified financing event), the 2020 Convertible Notes were automatically converted into 2,426,113 shares of Series C Preferred Stock, 2,036,617 shares of Class A Common Stock and 310,937 warrants to purchase Class A Common Stock. The Company accounted for the conversion of the 2020 Convertible notes as an extinguishment of the debt instruments. The Company estimated the fair value of the Series C Preferred Stock issued upon conversion to be $2,200,017, the fair value of the Class A Common Stock issued upon conversion to be $427,690, and the fair value of the warrants to purchase Class A Common Stock to be $62,187. Based on the carrying value of the 2020 Convertible Notes of $2,200,000 at the date of the extinguishment, the Company recorded a loss on extinguishment of $489,894, which is included as a component of other income (expense) in the consolidated statements of operations.

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.

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Net Loss Per Share

12 Months Ended

Jan. 31, 2021

Net Loss Per Share

12.	NET LOSS PER SHARE

The following table sets forth the computation of the basic and diluted net loss per share in relation to the Class A Common Stock:


	January 31,
	2021			2020
Net Loss	$	(26,127,496	)	$	(53,816,321	)

Basic and diluted shares
Weighted-average Class A Common Stock outstanding		20,719,085			7,495,071

Loss per share for Class A Common Stock
— Basic	$	(1.26	)	$	(7.18	)
— Diluted	$	(1.26	)	$	(7.18	)

The number of shares outstanding underlying the potential dilutive Class A Common Stock at January 31, 2021 and 2020 were summarized as below:


	January 31,
	2021		2020
Convertible Series C Preferred Stock		69,223,658		14,154,064
Common Stock Warrants		3,406,156		—
Stock Options		17,008,770		3,769,196

	89,638,584		17,923,260

The Company had Convertible Notes outstanding as of January 31, 2020, which were subsequently converted to 8,910,926 shares of Class A Common Stock in February 2020 upon the occurrence of a qualified financing event. See Note 8 for further information.

As of January 31, 2021, no Class B Common Stock has been issued, however the Series

C-1

Preferred Stock shares are convertible into the Class B Common Stock in an

eight-to-one

ratio. As of January 31, 2021, 29,502,847 shares of Series

C-1

Preferred Stock were outstanding and have been excluded from the dilutive net loss per share calculation since the effect would be anti-dilutive.

Income Taxes

12 Months Ended

Jan. 31, 2021

Income Taxes

13.	INCOME TAXES

The following table presents domestic and foreign components of loss before income taxes for the years ended January 31, 2021 and 2020:


	2021			2020
Domestic	$	(25,222,388	)	$	(53,088,950	)
Foreign		(905,108	)		(727,371	)

	$	(26,127,496	)	$	(53,816,321	)

The Company did not pay any income taxes for the years ended January 31, 2021 and 2020.

Significant components of the Company’s deferred income tax assets and liabilities as of January 31, 2021 and 2020, are as follows:


Deferred Tax Assets:	2021			2020
Net operating loss carryforwards	$	38,650,103		$	36,165,188
Accruals and reserves		96,320			100,532
Stock-based compensation		278,581			189,254
Research and development credits		10,986			6,283

Gross deferred assets		39,035,990			36,461,257
Valuation allowance		(38,051,098	)		(35,711,205	)

Net Deferred Tax Assets		984,892			750,052
Deferred Tax Liabilities:
Property and equipment	$	(1,020,408	)		$ (740,321	)
Intangible assets		35,516			(9,731	)

Total Deferred Tax Liabilities		(984,892	)		(750,052	)

Total 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, the foreign rate differential related to subsidiary earnings, and other permanent differences.


	Year Ended January 31, 2021									Year Ended January 31, 2020
Component	Gross			Tax Effected			Rate Impact			Gross			Tax Effected			Rate Impact
Total pre-tax book income	$	(26,127,496	)	$	(5,486,531	)		22	%	$	(53,816,321	)	$	(11,218,494	)		21	%
State and local income taxes		(145,832	)		(115,207	)		0	%		(3,942,953	)		(3,114,933	)		5	%
Permanent differences		2,049,631			430,423			-2	%		8,081,437			1,697,102			-3	%
Rate differential		(26,194,435	)		(117,749	)		0	%		(53,174,838	)		209,245			0	%
Return to provision true up		2,949,170			2,949,170			-11	%		—			—			0	%
Change in valuation allowance		2,339,894			2,339,894			-9	%		12,427,880			12,427,880			-23	%

Total:				$	—			0	%				$	800			0	%

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 the total valuation allowance was an increase of approximately $2,339,894 and $12,427,880 for the years ended January 31, 2021 and 2020.

As of January 31, 2021, the Company had net operating loss carryforwards for federal income tax purposes of $153,292,553, which expire beginning in the year 2033, and federal research and development tax credits of $2,328,063, which expire beginning in the year 2035. There are $111,790,267 of indefinite-lived federal net operating loss carryforwards, which are included in the total federal net operating loss carryforwards as of January 31, 2021.

As of January 31, 2021, the Company had net operating loss carryforwards for state income tax purposes of $87,501,875, which expire beginning in the year 2033, and state research and development tax credits of $2,344,146, which do not expire.

Utilization of the net operating losses and credits may be subject to substantial annual limitation due to federal and state ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating losses and credits before their utilization. The Company has not performed a Section 382 analysis to determine if a change occurred and whether the use of net operating loss carryforwards and credits carryforwards will be limited to offset future taxable income. For financial statement purposes, the Company has included the federal and state net operating losses and credits in the deferred tax assets with a full valuation allowance.

As of January 31, 2021, the Company had unrecognized tax benefits of $4,672,209. No amount of unrecognized tax benefits would affect the effective tax rate because any tax benefits that, if recognized, would result in adjustments to a related deferred tax asset that are offset by a valuation allowance.


Beginning balance at 2/1/2020	$	4,672,209
Current year increase(decrease)		—
Prior year adjustment - increase(decrease)		—

Ending balance at 1/31/2021	$	4,672,209

The Company files U.S. federal income tax returns as well as income tax returns in California, Australia, and the United Kingdom. As of January 31, 2021, the tax years 2013 through the current period remain open to examination by the major jurisdictions in which the Company is subject to tax. Fiscal years outside the

normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in those early years, which have been carried forward and may be audited in subsequent years when utilized. The Company is not currently subject to U.S. federal, state, or

non-U.S.

income tax examinations by any tax authorities.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Segments

9 Months Ended

12 Months Ended

Oct. 31, 2021

Jan. 31, 2021

Segments

SEGMENTS

The following table presents a summary of revenue by geography for the nine months ended October 31, 2021 and 2020:


	Nine Months Ended October 31,
	2021		2020
United States	$	4,939,948	$	3,941,415
United Kingdom		2,000,033		161,745
Australia		—		21,003

	$	6,939,981	$	4,124,163

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.

During the nine months ended October 31, 2021, 71% of revenues were derived from customers in the United States and 29% of revenues were derived from customers in United Kingdom. During the nine months ended October 31, 2020, 95% of revenues were derived from customers in the United States, 4% of revenues were derived from customers in United Kingdom, and 1% of revenues were derived from customers in Australia.

14.

SEGMENTS

The following table presents a summary of revenue by geography for the years ended January 31, 2021 and 2020:


	2021		2020
United States	$	5,108,847	$	735,482
United Kingdom		412,747		—
Australia		21,004		—

	$	5,542,598	$	735,482

During the year ended January 31, 2021, 92% of revenues were derived from customers in the United States, 7% of revenues were derived from customers in United Kingdom, and 1% of revenues were derived from customers in Australia. During the year ended January 31, 2020, 100% of revenues were derived from customers in the United States.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Equity Plans

9 Months Ended

12 Months Ended

Oct. 31, 2021

Jan. 31, 2021

Related Party Transactions

Equity Plans

9.	EQUITY PLANS

Equity Incentive Plan

—In 2013, the Board of Directors of Rigetti Holdings, Inc. adopted the Rigetti & Co., Inc. 2013 Equity Incentive Plan (the “Plan”), which provides for the grant of qualified incentive stock

options and nonqualified stock options, restricted stock, restricted stock units or other awards to the Company’s employees, officers, directors, advisors, and outside consultants. The Plan currently allows for the issuance of up

29,029,706

shares of the Company’s common stock. At October 31, 2021, there were

5,069,744

shares available for future grant under the Plan. Following the Business Combination as noted in Note 1, New Rigetti will grant equity incentive awards under the terms of the 2021 Plan.

In May 2020, the Board of Directors approved a reduction in the exercise price of eligible current employees’ outstanding options to purchase shares of the Company’s Common Stock (the “2020 Option Repricing”). The new exercise price per share for each repriced option was $0.214. All other terms set forth

in original option agreements, including vesting schedules contained therein, remained unchanged. The Company determined that the 2020 Option Repricing resulted in

$234,479 in incremental stock-based compensation expense, of which approximately $90,000 was immediately recognized related to options that had previously vested. The remainder of the incremental stock-based compensation expense will be recognized over the remaining requisite service period of the respective stock options.

6,736,961

restricted stock units during the nine months ended October 31, 2021. Prior to that, the Company has not historically granted restricted stock units under the terms of the Plan. The fair value of the RSU’s granted for the nine-month period ended October 31, 2021 has been determined by the board of directors at each award grant date based upon the most recently completed third party valuation to be $2.87 for April 21, 2021

and

for August 18, 2021 grants, and

$4.44

for October 28, 2021 grants, respectively. The RSU’s have a dual vesting condition whereby vesting monthly over four-year term so long as the employee retains their status with the Company. There is an additional liquidity-event vesting requirement

that is

defined as a

change in control, a successful IPO or a successful merger with a SPAC. As no units vest until such time a liquidity event occurs, no compensation expense has been recognized during the nine months ended October 31, 2021. The expected unrecognized compensation expense related to the RSU’s totaled $20,740,228 as of October 31, 2021.

A summary of activity related option grants to employees under the Plan as of October 31, 2021, and changes during the nine months ended October 31, 2021 are as follows:


	Number of Options			Weighted-Average Exercise Price		Average Remaining Contractual Term (In Years)
Outstanding—February 1, 2021		17,008,770		$	0.27		9.0
Granted		62,500		$	0.21
Exercised		(1,378,561	)	$	0.21
Forfeited		(706,197	)	$	0.21

Outstanding—October 31, 2021		14,986,512		$	0.28		9.0

Exercisable—October 31, 2021		7,649,364		$	0.31		7.8

The weighted-average grant date fair value of options granted during the nine months ended October 31, 2021 and 2020 was $

2.70 and $

0.09, respectively.

The intrinsic value of options outstanding and exercisable as of October 31, 2021 is approximately

59.7

million and

$30.2

million, respectively. The intrinsic value of the options exercised during the period ended October 31, 2021 is approximately $4.1 million.

Stock-based

compensation expense of $

1,499,571

and $

2,702,629

was recognized during the

nine

months ended October

2021

and

2020

, respectively, all of which relates to stock option awards. The Company recognized

income tax benefit in the condensed consolidated statements of operations for stock-based compensation arrangements during the

nine

months ended

October 31, 2021

and

2020

As of October 31, 2021, there was $3,514,982 of unrecognized compensation cost related to

non-vested

stock options granted under the Plan, which is expected to be recognized over a weighted-average period of approximately 2.7 years.

Stock-Based Compensation Expense

—Stock-based compensation for the nine months ended October 31, 2021 and 2020, was as follows:


	Nine Months Ended October 31,
	2021		2020
Research and development	$	836,037	$	1,064,273
General and administrative		663,534		1,638,356

Total Stock-Based Compensation Expense	$	1,499,571	$	2,702,629

weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. 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 life of the option.

In determining the exercise prices for options granted, the Company’s board of directors has considered the fair value of the common stock as of the grant date. The fair value of the common stock has 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’s products, 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 common stock,

arm’s-length

sales of the Company’s capital stock (including redeemable convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event, among others.

The range of assumptions used in the Black-Scholes option-pricing model for options issued to employees during the nine months ended October 31, 2021 and 2020, are as follows:


	2021	2020
Expected volatility	41.2%-43.1%	60.0%
Weighted-average risk-free interest rate	0.3%-0.6%	1.4%-2.6%
Expected dividend yield	0%	0%
Expected term (in years)	5.0-6.3 years	5.0-6.3 years
Exercise price	$0.21	$7.09

11.	EQUITY PLANS

Equity Incentive Plan

—In 2013, the Board of Directors adopted the Rigetti & Co, Inc. 2013 Equity Incentive Plan (the “Plan”), which provides for the grant of qualified incentive stock options and nonqualified stock options, restricted stock, restricted stock units or other awards to the Company’s employees, officers, directors, advisors, and outside consultants. The Plan currently allows for the issuance of up to 29,011,572 shares of the Company’s common stock. At January 31, 2021, there were 11,149,918 shares available for future grant under the Plan.

Company determined that the 2020 Option Repricing resulted in $234,479 in incremental stock-based compensation expense, of which approximately $90,000 was immediately recognized related to options that had previously vested. The remainder of the incremental stock-based compensation expense will be recognized over the remaining requisite service period of the respective stock options.

The stock options awarded by the Company generally vest over a five-year period (unless such awards are immediately vested upon issuance); and expire 10 years from the date of grant. The Company has historically granted restricted stock awards under the terms of the Plan; however, no such awards were granted during the years ended January 31, 2021 and 2020.

A summary of activity related option grants to employees under the Plan as of January 31, 2021 and 2020, and changes during the years then ended is as follows:


	Number of Options			Weighted-Average Exercise Price		Average Remaining Contractual Term (In Years)
	Number of Options			Weighted-Average Exercise Price		Average Remaining Contractual Term (In Years)
Outstanding - February 1, 2020*		3,769,196		$	5.92		8.5
Granted		15,758,489		$	0.21
Exercised		(233,532	)	$	0.21
Forfeited		(2,285,383	)	$	1.15

Outstanding - January 31, 2021		17,008,770		$	0.27		9.0

Exercisable - January 31, 2021		6,204,716		$	0.31		8.7

* Does

not reflect the effects of the 2020 Option Repricing

The weighted-average grant date fair value of options granted during the years ended January 31, 2021 and 2020 was $0.09 and $4.08, respectively. The intrinsic value of options exercised during the years ended January 31, 2021 and 2020 was $0 and $654,254, respectively.

Stock-based compensation expense of $2,592,038 and $2,780,618 was recognized during the years ended January 31, 2021 and 2020, respectively, all of which relates to stock option awards. The Company recognized no income tax benefit in the consolidated statements of operations for stock-based compensation arrangements during the years ended January 31, 2021 and 2020.

As of January 31, 2021, there was $5,259,630 of unrecognized compensation cost related to

non-vested

stock options granted under the Plan, which is expected to be recognized over a weighted-average period of approximately 2.9 years.

Stock-Based Compensation Expense

—Stock-based compensation for the years ended January 31, 2021 and 2020, was as follows:


	2021		2020
Research and development	$	894,141	$	1,020,383
General and administrative		1,697,897		1,760,235

Total Stock-Based Compensation Expense	$	2,592,038	$	2,780,618

Fair Value of Common Stock and Options

— The fair value of each option award is estimated on the date of grant using the Black-Scholes

option-pricing

model that uses the assumptions noted in the table below. Expected volatility for the Company’s common stock was determined based on an average of the historical volatility of a peer group of similar public companies. The expected term of options granted was calculated using the simplified method, which represents the average of the contractual term of the option and the

weighted-average

vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. 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 life of the option.

arm’s-length

The range of assumptions used in the Black-Scholes option-pricing model for options issued to employees during the years ended January 31, 2021 and 2020, are as follows:


	2021	2020
Expected volatility	41.2% - 43.1%	60.0%
Weighted-average risk-free interest rate	0.3% - 0.6%	1.4% - 2.6%
Expected dividend yield	0%	0%
Expected term (in years)	5.0 - 6.3 years	5.0 - 6.3 years
Exercise price	$ 0.21	$ 7.09

In connection with the QxBranch Acquisition during the year ended January 31, 2020 (See Note 4), the Company assumed 18,134 options to purchase common stock that had been previously granted to the QxBranch employees (the “Qx Assumed Options”). The Qx Assumed Options are not included in the options issuable under the Plan, but are exercisable for the Company’s Class A Common Stock. In May 2020, the remaining outstanding Qx Assumed Options were repriced in a manner similar to the repricing of the options under the Plan described above. The incremental stock compensation related to the repricing of the Qx Assumed Options and the total stock compensation for the years ended January 31, 2021 and 2020 was not material. During the year ended January 31, 2021, there were 5,044 shares of common stock issued upon the exercise of Qx Assumed Options. As of January 31, 2021, there are 7,195 Qx Assumed Options that remain outstanding.

Related Party Transactions

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Jan. 31, 2021

Note 4—Related Party Transactions

Founder Shares

On December 22, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Shares and the associated amounts have been retroactively restated to reflect: (i) the share dividend of Class B ordinary shares on January 14, 2021, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding on January 14, 2021; and (ii) the share dividend of Class B ordinary shares on March 1, 2021, resulting in 8,625,000 Class B ordinary shares outstanding (Note 7). All shares and associated amounts have been retroactively restated to reflect the share dividends. On February 22, 2021, the Sponsor transferred 28,750 founder shares to each of the six independent director nominees. The initial shareholders have agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Proposed Public Offering.

The initial shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for

share sub-divisions, share

capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30-trading day

period commencing at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup.

Private Placement Warrants

The Sponsor will agree to purchase an aggregate of 4,000,000 Private Placement Warrants (or 4,450,000 Private Placement Warrants if the underwriters’ over-allotment option is exercised in full), at a price of $2.00 per Private

Placement Warrant ($8.0 million in the aggregate, or $8.9 million if the underwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants

will be non-redeemable except as

described below in Note 6 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On December 22, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). This Note

is non-interest bearing

and payable on the earlier of December 31, 2021 or the completion of the Proposed Public Offering. As of December 31, 2020, the Company had not borrowed any amount under the Note. Subsequent to December 31, 2020, the Company borrowed $125,000 under the Note.

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans will be repaid upon consummation of a Business Combination. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

Note 4 — Related Party Transactions

Founder Shares

Class B ordinary shares

outstanding. These unaudited condensed financial statements reflect the changes of these share dividends retroactively for all periods resented. On February 22, 2021, the Sponsor

transferred

28,750

Founder Shares to each of the

five

independent director nominees. Following the share dividend effected on March 1, 2021, each of the independent director nominees owns

34,500

Class B Ordinary Shares. The initial shareholders agreed to forfeit up to

1,125,000

Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder

Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 4, 2021, the underwriter fully exercised its over-allotment option; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture.

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i)
one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share

sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any
20 trading days within any

30-trading

day period commencing at least 120 days after the initial Business Combination, the Founder Shares will be
released from the lockup.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,450,000 Private Placement Warrants, at a price of $2.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of $8.9 million.

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be

non-redeemable

except as described below in Note 6 and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On December 22, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was

non-interest

bearing and payable upon the completion of the Initial Public Offering. The Company borrowed $275,000 under the Note. The Company repaid the Note in full on March 4, 2021.

will

repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of

September

30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

Related Party Transactions

15.	RELATED-PARTY TRANSACTIONS

In 2017, the Company entered into an agreement with a customer, who also holds redeemable convertible preferred stock in the Company, for the deployment of the Company’s product as further discussed in Note 3. The Company has recorded revenue of $173,359 during the year ended January 31, 2020, related to this related party. No related party revenue was recognized during the year ended January 31, 2021.

Commitments and Contingencies

9 Months Ended

12 Months Ended

Dec. 31, 2020

Oct. 31, 2021

Sep. 30, 2021

Jan. 31, 2021

Note 5—Commitments and Contingencies

Registration and Shareholder Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed upon consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of

the applicable lock-up period for

the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company will grant the

underwriters a 45-day option from

the final prospectus relating to the Proposed Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions.

The underwriters will be entitled to an underwriting discount of $0.20 per unit, or $6.0 million in the aggregate (or $6.9 million in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, $0.35 per unit, or $10.5 million in the aggregate (or approximately $12.1 million in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Risks and Uncertainties

Management is currently evaluating the impact

of the COVID-19 pandemic on the

industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 5 — Commitments and Contingencies

Registration and Shareholder Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provided that the Company would not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable

lock-up

period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters

a 45-day

option from the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 4, 2021, the underwriter fully exercised its over-allotment option.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

5.	COMMITMENTS AND CONTINGENCIES

Leases

—The Company leases office spaces under noncancelable operating lease agreements, which expire in 2026. The Company is required to pay property taxes, insurance, and normal maintenance costs for certain of these facilities and will be required to pay any increases over the base year of these expenses on the remainder of the Company’s facilities.

Rent expense for operating leases for the nine months ended October 31, 2021 and 2020, was $1,175,576 and $1,243,906, respectively. The Company also recognized $357,487 in deferred rent as of October 31, 2021 primarily relating to one of its office spaces, and $381,300 in deferred rent as of January 31, 2021 primarily relating to one of its office spaces. Deferred rent was recorded within other liabilities on the Company’s condensed consolidated balance sheets.

Future minimum lease payments under

non-cancelable

operating leases as of October 31, 2021 are as follows:


2022	$	1,745,567
2023		745,034
2024		669,457
2025		689,541
2026		235,564

Total minimum future lease payments	$	4,085,163

Litigation

—From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims.

In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Company’s products when used for their intended purposes infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim.

As of October 31, 2021, and 2020, the Company has not been subject to any pending litigation claims.

7.	COMMITMENTS AND CONTINGENCIES

Leases

Rent expense for operating leases for the years ended January 31, 2021 and 2020, was $1,722,040 and $1,451,238, respectively. The Company also recognized $381,300 in deferred rent as of January 31, 2021 primarily relating to one of its office spaces, which was recorded within other liabilities on the Company’s consolidated balance sheets. No deferred rent was recognized as of January 31, 2020.

Future minimum lease payments under

non-cancelable

operating leases as of January 31, 2021 are as follows:


Years Ending January 31,
2022	$	1,711,575
2023		1,477,694
2024		656,426
2025		676,118
2026		696,402

Total minimum future lease payments	$	5,218,215

Litigation

—From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims.

As of January 31, 2021 and 2020, the Company has not been subject to any pending litigation claims.

Redeemable Convertible Preferred Stock

12 Months Ended

Jan. 31, 2021

Redeemable Convertible Preferred Stock

Temporary Equity [Line Items]

9.	REDEEMABLE CONVERTIBLE PREFERRED STOCK

Recapitalization and Series C Preferred Stock Financing

In February 2020, the Company completed a recapitalization of its previously outstanding Preferred Stock (the “Recapitalization”). In accordance with the terms detailed in the Series C Stock Purchase Agreement, all outstanding shares of Series

A-1,

A-2,

A-3,

A-4,

A-5,

B, and

B-2

Preferred Stock converted into shares of Class A Common Stock, at a ratio of one share of Class A Common Stock for every four shares of previously outstanding Preferred Stock. In total, 3,538,484 shares of Class A Common Stock were issued upon the conversion of the previously outstanding Preferred Stock.

Additionally in February 2020, the Company completed the initial closing of the Series C Preferred Stock Financing round, with subsequent closings occurring in March, April and May 2020. In total, the Company issued 59,575,811 shares of Series C Preferred Stock in exchange for $54,022,876 in gross cash proceeds, as well as 9,647,847 shares of Series C Preferred Stock upon the conversion of the Convertible Notes and SAFE (see Note 8). The cash investors, in addition to the February 2020 Convertible Note holders, received warrants to purchase Class A Common Stock based on the number of shares of Series C Preferred Stock acquired. The Company also allocated approximately $1,236,600 in proceeds from the Series C Preferred Stock to the value of the warrants on a relative fair value basis (see Note 10).

In accordance with the terms of the recapitalization and Stock Purchase Agreement, the holders of the previously outstanding Preferred Stock that participated in the Series C Preferred Stock Financing were eligible to receive additional shares of Series

C-1

Preferred Stock, based on their total historical investments. In total, the holders of the previously outstanding Preferred Stock received 11,415,620 shares of Series

C-1

Preferred Stock based on their participation in the Series C Preferred Stock Financing, which was also considered as part of the recapitalization described above. In addition, 18,087,227 shares of

Series C-1

Preferred Stock were issued upon the conversion of the Convertible Notes and SAFE (see Note 8).

The Company accounted for the conversion of the previously outstanding Preferred Stock in exchange for the Class A Common Shares (and Series

C-1

Preferred Stock to the extent the investors participated in the Series C Preferred Stock Financing) as an extinguishment of the previously outstanding Preferred Stock. The carrying value of the previously outstanding Preferred Stock, less the fair value of the

Series C-1

Preferred Stock issued, was reclassified to additional paid in capital.

The holders of the redeemable convertible preferred stock (“Preferred Stock”) have various rights and preferences as described below:

Voting Rights

— Each share of Preferred Stock has voting rights equal to an equivalent number of shares of common stock into which it is convertible. As it is convertible into

non-voting

Class B Common Stock, the Series

C-1

Preferred Stock does not have any voting rights. The holders of the voting Preferred Stock votes together as one class with the Class A Common Stock, except as below:

The holders of the Series C Preferred Stock are entitled to elect, voting as a separate class, three members to the Company’s board of directors. The holders of the Class A Common Stock are entitled to elect, voting as a separate class, two members to the Company’s board of directors. The holders of the Series C Preferred Stock and Class A Common Stock are entitled to elect, voting together as a separate class on an

as-converted

basis, any remaining directors.

Dividends—

In any calendar year, the holders of the outstanding shares of Preferred Stock shall be entitled to receive dividends, when, as and if declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration of payment of any distribution of common stock in such calendar year. The holders of the outstanding shares of Series C Preferred Stock will have preference over the holders of

Series C-1

Preferred Stock in relation to any such dividend payments. The Dividend Rates for each class of Preferred Stock are $0.054408 per share for Series C Preferred Stock and $0.054408 per share for

Series C-1

Preferred Stock.

No distributions shall be made with respect to the common stock unless dividends on the Preferred Stock have been declared and paid or set aside for payment. The Preferred Stock dividend rights are not cumulative and do not accrue unless declared or paid.

As of January 31, 2021, no dividends have been declared or paid on the Company’s Preferred Stock.

Liquidation Preference

— In the event of any liquidation, dissolution, or

winding-up

of the Company, either voluntary or involuntary, the holders of the Series C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of the assets or funds of the Company to the holders of the Series

C-1

Preferred Stock and common stock, an amount equal to the greater of (i) the sum of (x) the liquidation preference per share for the Series C Preferred Stock and (y) all declared but unpaid dividends and (ii) such amount per share as would have been payable had all shares of Series C Preferred Stock been converted into shares of Class A Common Stock immediately prior to such liquidation event. The holders of the Series

C-1

Preferred Stock shall be entitled to receive, prior and in preference to any distribution of the assets or funds of the Company to the holders of the common stock, an amount equal to the greater of (i) the sum of (x) the liquidation preference per share for the Series

C-1

Preferred Stock and (y) all declared but unpaid dividends and (ii) such amount per share as would have been payable had all shares of Series

C-1

Preferred Stock been converted into shares of Class B Common Stock immediately prior to such liquidation event.

The liquidation preferences for each class of Preferred Stock are $0.906793 per share for Series C Preferred Stock, $0.906793 per share for Series

C-1

Preferred Stock, as adjusted for stock splits, stock dividends, combinations, recapitalizations, and similar transactions.

If the Company has insufficient assets to permit payment of the liquidation preference in full to all holders of the Preferred Stock, then the assets of the Company shall be distributed ratably to the holders of Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive. After payment of the liquidation preference in full to the holders of Preferred Stock, the remaining assets of the Company shall be distributed ratably to the holders of the common stock.

Redemption

— The Preferred Stock is not mandatorily redeemable. The Preferred Stock may be redeemable upon the occurrence of certain deemed liquidation events, including (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including any stock acquisition, reorganization, merger, or consolidation, but excluding any sale of stock

for capital raising purposes) other than a transaction where the holders of the voting securities of the Company retain a controlling interest after such transaction, or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company, unless waived by a majority of the holders of the Preferred Stock. The Preferred Stock redemption price would be equivalent to the liquidation preference described above.

Conversion—

Each share of Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share, into shares of either Class A Common Stock (for the Series C Preferred Stock) or Class B Common Stock (for the Series

C-1

Preferred Stock) as is determined by dividing the original issue price of the Preferred Stock by the conversion price in effect at the time of conversion for each such series of Preferred Stock. The original issue price and the conversion price per share for each class of Preferred Stock are $0.906793 per share for Series C Preferred Stock and

$7.254344

per share for Series

C-1

Preferred Stock. As of January 31, 2021, the conversion ratio for the Series C Preferred Stock was

one-to-one

and for Series

C-1

Preferred Stock was

eight-to-one.

Each share of Preferred Stock will automatically be converted into shares of either Class A Common Stock (for the Series C Preferred Stock) or Class B Common Stock (for the Series

C-1

Preferred Stock) at the then-effective conversion rate of such shares upon the earlier of (i) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock of the Company to the public with aggregate gross proceeds to the Company in excess of $50,000,000 or (ii) the consent of holders of at least a majority of the then-outstanding shares of Preferred Stock, voting together as a single class on an

as-converted

basis.

Common Stock

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Jan. 31, 2021

Class of Stock [Line Items]

Common Stock

Note 6—Shareholder’s Equity

Preference Shares

—The Company is authorized to issue 5,000,000 preference shares, with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2020, there were no preference shares issued or outstanding.

Class

A Ordinary Shares

—The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2020, there were no Class A ordinary shares issued or outstanding.

Class

B Ordinary Shares

—The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of December 31, 2020, there were 5,750,000 Class B ordinary shares outstanding. Shares and the associated amounts have been retroactively restated to reflect: (i) the share dividend of Class B ordinary shares on January 14, 2021, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding on January 14, 2021; and (ii) the share dividend of Class B ordinary shares on March 1, 2021, resulting in 8,625,000 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividends. Of the 8,625,000 Class B ordinary shares outstanding, up to 1,125,000 shares are subject to forfeiture to the Company by the initial shareholders on a pro rata basis for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Proposed Public Offering.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on

a one-for-one basis,

subject to adjustment for

share sub-divisions, share

capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights

issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

provided

that such conversion of Class B ordinary shares will never occur on a less

than one-for-one basis.

Warrants

—Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable

upon

exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as described below, the Private Placement Warrants will be

non-redeemable

so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $18.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum

of 30-days’ prior

written notice of redemption; and

•

if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within

a 30-trading day

period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the

30-day

redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at a price of $0.10 per warrant;

•

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 and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of Class A ordinary shares;

•

if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within

the 30-trading day

period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

•

if the closing price of the Class A ordinary shares for any 20 trading days within

a 30-trading day

period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per Public Share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 8 — Shareholders’ Equity (Deficit)

Preference Shares

—The Company is authorized to

issue 5,000,000

preference shares, with a par value of

0.0001

per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding.

Class

A Ordinary Shares

—The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2021, there were 34,500,000 Class A ordinary shares issued and outstanding, all subject to possible redemption that were classified as temporary equity in the accompanying condensed balance sheets. See Note 7. There were no Class A ordinary shares issued or outstanding as of December 31, 2020.

Class

B Ordinary Shares

—The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of March 4, 2021, there were 8,625,000 Class B ordinary shares outstanding, which amount reflects: (i) the share dividend of Class B ordinary shares on January 14, 2021, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding on January 14, 2021; and (ii) the share dividend of Class B ordinary shares on March 1, 2021, resulting in 8,625,000

Class B ordinary shares outstanding. These unaudited condensed financial statements reflect the changes of these splits retroactively for all periods presented. As of September 30, 2021, there were 8,625,000 Class B ordinary shares issued and outstanding.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a

one-for-one

basis, subject to adjustment for share

sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of

Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Class B ordinary shares will never occur on a less than

one-for-one

basis.

Class of Stock [Line Items]

Common Stock

10.	COMMON STOCK

The Company’s certificate of incorporation, as amended in June 2020, authorized the Company to issue up to 140,830,491 shares of Class A Common Stock and 29,502,847 shares of Class B Common Stock. In the prior fiscal year, the Company’s common stock was comprised of one class with authorized shares totaling 25,400,000.

The holders of shares of Class A Common Stock are entitled to one vote for each share of common stock held. The Class B Common Stock is

non-voting.

No shares of Class B Common Stock were issued and outstanding as of January 31, 2021 and 2020.

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.

Series C Preferred Stock Financing Warrants

In conjunction with the Series C Preferred Stock Financing (see Note 9), the Company issued a total of 6,668,714 Warrants to purchase Class A Common Stock to the Series C investors. The Warrants have a $0.01 exercise price per share and have a 10 year term to expiration. The Warrants can be exercised for cash or on a cashless basis. The Company determined that the Warrants met the requirements for equity classification under ASC 480 and ASC 815. The Company estimated the fair value of the Warrants and allocated approximately $1,236,600 in proceeds from the Series C Preferred Stock to the value of the Warrants on a relative fair value basis, which was recorded to additional paid in capital.

During the year ended January 31, 2021, the Company issued a total of 70,000 shares of Class A Common Stock upon the exercise of 70,000 Warrants in exchange for cash proceeds of $14,980.

Customer Warrants

In February 2020, the Company issued a Warrant to purchase 3,406,156 shares of Class A Common Stock to a customer in conjunction with a revenue arrangement (the “Customer Warrant”). The Customer

Warrants have a $0.9067 exercise price per share and have a 10 year term to expiration. The Warrants vest upon the achievement of certain performance conditions defined in the agreement, and upon a change of control, either 50% or 100% of the then unvested Customer Warrants will become fully vested, dependent on the acquiring party in the change of control transaction. The Warrants can be exercised for cash or on a cashless basis.

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 Warrants met the requirements for equity classification under ASC 718, and measured the Customer Warrants based on their grant date fair value, estimated to be $154,330. 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 in the Customer Warrants will be met. During the year ended January 31, 2021, the Company recorded a reduction of revenue related to the arrangement with the customer totaling $53,436. As of January 31, 2021, the deferred asset balance outstanding is $100,893, which will be recognized as a reduction in revenue in future periods.

The vesting status of the Customer Warrant is as follows at January 31, 2021:


Vested Customer Warrants			1,021,845
Unvested Customer Warrants			2,384,311

			3,406,156

Escrow Distribution

In July 2020, pursuant to the Qx Branch Purchase Agreement, 147,271 shares of Class A Common Stock from the escrow funds were distributed to the QxBranch Sellers.

As of January 31, 2021, the Company has reserved the following shares of common stock for issuance upon the conversion, exercise or vesting of the underlying instruments:


	Class A Common Stock		Class B Common Stock
Series C Preferred Stock		69,223,658		—
Series C-1 Preferred Stock		—		3,687,836
Common Stock Warrants		10,127,532		—
Stock-based Awards Outstanding		17,015,965		—
Stock-Based Awards Available for Future Grant		11,149,918		—

		107,517,073		3,687,836

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Warrants

9 Months Ended

Oct. 31, 2021

Sep. 30, 2021

Warrants

Note 6 — Warrants

As of

eptember

30, 2021, the Company had 8,625,000 and 4,450,000 Public Warrants and Private Placement Warrants outstanding, respectively. There were no warrants outstanding as of December 31, 2020.

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00

” and “

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00

” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00

” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as described below, the Private Placement Warrants will be

non-redeemable

so long as they are held by the initial purchasers

or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part; and

•

at a price of $0.01 per warrant;

and

•

upon a minimum

of 30-days’

prior written notice of redemption; and

•

if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

30-day

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

and

•

at a price of $0.10 per warrant;

and

•

and

•

if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the

30-trading

day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

•

if the closing price of the Class A ordinary shares for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per Public Share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Stockholders' Equity Note [Abstract]

Warrants

WARRANTS

In connection with the Loan and Security Agreement (discussed in Note 6), 398,040 common stock warrants were initially issued in March of 2021. These warrants were subsequently cancelled as part of an agreement amendment in May of 2021 and 995,099 new common stock warrants were issued at an exercise price of $0.214.

The grant fair value of the warrants was approximately

2.69

million. The change in fair value of the warrants from issuance date through October 31, 2021 of approximately $

1.5 million

was driven primarily by an increase in the fair value of the Company’s stock that occurred as a result of the merger agreement discussed in Note 1.

The outstanding common stock warrants were recognized as liabilities on the consolidated balance sheet and were measured at their inception date fair value using the Black Scholes model and will be subsequently remeasured at each reporting period with changes recorded as a component of other income in the Company’s consolidated statement of operations. The Company did not have any Common stock warrants classified as liabilities as of January 31, 2021. See below for the October 31, 2021 balance summary:

Warrant Class

Issuance Date

Price per Share

Expiration Date

Common Stock Warrants

995,099

May 18, 2021

0.214

May 18, 2031

The warrant as it relates to the drawn commitment under the Loan and Security Agreement meets the requirements for liability classification under

ASC 480

Distinguishing Liabilities from Equity

. As the warrant was considered to be a direct and incremental cost of the debt, it’s allocated between drawn and undrawn commitment. Any cost allocated to the drawn commitment, including the warrant, was recorded as a debt issuance cost and is being amortized based on an effective interest rate method over the term of the debt agreement. Any cost allocated to the undrawn commitment was recorded as commitment fee asset which is being amortized on a straight line basis over the term of the debt agreement.

The fair value of the common stock warrant liabilities presented above were measured using the Black Scholes model approach. Significant inputs into the respective models at October 31, 2021, are as follows:


Valuation Assumption		Common Stock Warrants
		October 31, 2021

Stock price		$4.44
Strike price		$0.21
Volatility (annual)		51.90%
Risk-free rate		1.30%
Estimated time to expiration (years)		10
Dividend yield		0.00%

The company used the same assumptions to determine the fair value of the warrant liabilities as of the initial recognition of the liability other than the stock price of $2.87 and risk free rate of 1.63%

The Company

recorded a total loss of $1,552,546 to Change in Fair Value of Warrant Liability as a component of other income in the consolidated statement of operations for the nine-month period ended October 31, 2021.

Immaterial Error Correction

The Company previously issued interim financial statements as of and for the period ended July 31, 2021 in the Form S-4 filed by SNII on November 3, 2021. The Company subsequently identified and has corrected an immaterial error as it did not properly record a liability for warrants issued in conjunction with the loan and security agreement, which resulted in a discount on the notes and an end of term asset in relation to the future loan commitment as well as amortization of the discount (see Note 6). The table below represents the corrected balances and subtotals for amounts related to the balance she

t and income statement as of and for the period ended July 31, 2021, respectively.


	As of July 31, 2021 As Originally Reported			Correction of Immaterial Error			As of July 31, 2021 As Corrected
Consolidated Balance Sheet
Other Assets	$	164,341		$	555,977		$	720,318

Total Assets		53,575,458			555,977			54,131,435

Other Current Liabilities		19,959			184,000			203,959

Total Current Liabilities		4,404,060			184,000			4,588,060
Notes Payable, net		19,958,361			(2,038,948	)		17,919,413
Derivative warrant liabilities		—			2,690,574			2,690,574
Other Liabilities		369,274			157,033			526,307

Total Liabilities		24,731,695			992,659			25,724,354
Accumulated Deficit		(187,370,442	)		(436,682	)		(187,807,124	)
Total Stockholders’ deficit		(52,679,378	)		(436,682	)		(53,116,060	)
Total Preferred Stock		81,523,141			—			81,523,141
Total Liabilities, Pref Stock and Stockholder’s deficit		53,575,458			555,977			54,131,435


Consolidated statement of operations
Interest income (expense), net	$	(704,309	)	$	(436,682	)	$	(1,140,991	)

Net Loss		(18,480,610	)		(436,682	)		(18,917,292	)

Earnings per share	$	(0.85	)	$	(0.02	)	$	(0.87	)

Consolidated statement of Cashflows
Net Loss		(18,480,610	)		(436,682	)		(18,917,292	)
Amortization of debt issuance costs		—			436,682			436,682

Net Cash used in operating activities		(18,480,610	)		—			(18,480,610	)

The increase in Ot

er Assets reflects the net book value of the undrawn commitment fee asset that should have been recorded in connection with the Loan and security agreement.

The decrease in the notes payable balance is reflective of the debt issuance costs associated with the fair value of the warrants, less attributable amortization.

The increase in the Derivative warrant liability reflects the fair value of the warrant liability that should have been recorded in connection with the Loan and Security agreement. In addition, the increase in Other liabilities is attributable to the net book value of the End of Term charge attributable to the Loan and security agreement.

The increase in interest expense is a result of the amortization of the correct debt issuance costs.

Class A Ordinary Shares Subject to Possible Redemption

9 Months Ended

Sep. 30, 2021

Class A Ordinary Shares Subject to Possible Redemption

Note 7 — Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to

issue 500,000,000

shares of Class A ordinary shares with a par value of

$0.0001

per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021, there were 34,500,000 shares of Class A ordinary shares outstanding, all of which were subject to redemption. There

were no

Class A shares outstanding as of December 31, 2020.

As of September 30, 2021, Class A ordinary shares reflected on the unaudited condensed balance sheet is reconciled on the following table:


	As of September 30, 2021
Gross Proceeds	$	345,000,000
Less:
Amount allocated to Warrants		(8,711,250	)
Offering costs associated with Class A ordinary shares		(19,011,139	)
Plus:
Accretion of carrying value to redemption value		27,722,389

Class A ordinary shares subject to possible redemption	$	345,000,000

Stockholders' Equity (Deficit)

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity (Deficit)

Note 6—Shareholder’s Equity

Preference Shares

Class

A Ordinary Shares

—The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2020, there were no Class A ordinary shares issued or outstanding.

Class

B Ordinary Shares

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on

a one-for-one basis,

subject to adjustment for

share sub-divisions, share

provided

that such conversion of Class B ordinary shares will never occur on a less

than one-for-one basis.

Warrants

upon

non-redeemable

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $18.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum

of 30-days’ prior

written notice of redemption; and

•

if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within

a 30-trading day

period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

30-day

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at a price of $0.10 per warrant;

•

if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within

the 30-trading day

period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

•

if the closing price of the Class A ordinary shares for any 20 trading days within

a 30-trading day

Note 8 — Shareholders’ Equity (Deficit)

Preference Shares

—The Company is authorized to

issue 5,000,000

preference shares, with a par value of

0.0001

Class

A Ordinary Shares

Class

B Ordinary Shares

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a

one-for-one

basis, subject to adjustment for share

sub-divisions,

one-for-one

basis.

Fair Value Measurements

9 Months Ended

12 Months Ended

Sep. 30, 2021

Jan. 31, 2021

Fair Value Measurements

Note 9 — Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - money market funds	$	345,011,949	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public warrants	$	6,900,000	$	—	$	—
Derivative warrant liabilities - Private placement warrants	$	—	$	—	$	3,560,000

As of December 31, 2020, there were no assets or liabilities that are measured at fair value on a recurring basis.

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants transferred from a Level 3 measurement to a Level 1 measurement as the Public Warrants were separately listed in trading beginning in April 2021. There were no other transfers to/from Levels 1, 2, and 3 in the three and nine months ended September 30, 2021.

Level 1 assets include investments in money market funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. Subsequent to the separate listing and trading of the Public Warrants the fair value of the Public Warrants has been measured based on the observable listed prices for such warrants, a Level 1 measurement, and the fair value of the Private Warrants are measured using a

Black-Scholes

Option Pricing Model. For the three and nine months ended September 30, 2021, the Company recognized

a non-cash gain

resulting from a decrease in the fair value of liabilities of approximately

5.2

million and $

2.7

million, respectively, presented as change in fair value of derivative liabilities on the accompanying unaudited condensed statement of operations.

The estimated fair value of the Private Placement Warrants and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation and the Black-Scholes Option Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary share warrants based on

implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the

U.S. Treasury zero-coupon yield

curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates for the warrants:


	September 30, 2021			Initial Measurement
Exercise price	$	11.50		$	11.50
Stock price	$	9.77		$	9.75
Volatility		13.8	%		16.0	%
Term (years)		5.35			5.33
Risk-free rate		1.02	%		0.94	%

The change in the fair value of the derivative liabilities utilizing Level 3 measurements for the three and nine months ended September 30, 2021 is summarized as follows:


Derivative liabilities at January 1, 2021	$	—
Issuance of Public Warrants - Level 3		8,711,250
Issuance of Private Warrants - Level 3		4,494,500
Change in fair value of derivative liabilities - Level 3		523,000

Derivative liabilities at March 31, 2021 - Level 3	$	13,728,750
Transfer of Public Warrants to Level 1 Measurement		(9,056,250	)
Change in fair value of derivative liabilities - Level 3		667,500

Derivative liabilities at June 30, 2021 - Level 3	$	5,340,000


Change in fair value of derivative liabilities - Level 3		(1,780,000	)

Derivative liabilities at September 30, 2021 - Level 3	$	3,560,000

Fair Value Measurements

5.	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 quoted prices (unadjusted) 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 inputs 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.

At January 31, 2021, there were no assets or liabilities measured at fair value.

The fair value measurements of assets and liabilities that are measured at fair value at January 31, 2020 are as follows:


	Fair Value Hierarchy
Year Ended January 31, 2020	Level 1		Level 2		Level 3
Liabilities:
Convertible Notes	$	—	$	—	$	26,892,459
Simple agreement for future equity	$	—	$	—	$	1,882,397

Total Liabilities	$	—	$	—	$	28,774,856

There were no transfers between Level 1 or Level 2, or transfers in or out of Level 3 of the fair value hierarchy during the years ended January 31, 2021 and 2020.

The Company has further discussed the key aspects of the fair value measurements described above in Note 8 to the financial statements. There have been no changes in fair value measurement techniques during the years ended January 31, 2021 and 2020.

A summary of the changes in the fair value of the Company’s Level 3 financial instruments as of January 31, 2021 and 2020 are as follows:


	Convertible Notes			Simple agreement for future equity			Redeemable Convertible Preferred Stock Warrant Liability
Balance - January 31, 2019	$	1,751,342		$	—		$	122,000
Issuances		19,950,000			1,500,000			—
Settlement		—			—			(122,000	)
Loss on change in fair value		5,191,117			382,397			—

Balance - January 31, 2020	$	26,892,459		$	1,882,397		$	—

Issuances		—			—			—
Settlement		(26,892,459	)		(1,882,397	)		—
Loss on change in fair value		—			—			—

Balance - January 31, 2021	$	—		$	—		$	—

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 + Details

Forward Warrant Agreement

9 Months Ended

Oct. 31, 2021

Forward Warrant Agreement

10.	FORWARD WARRANT AGREEMENT

In connection with the execution of the Merger Agreement in October 2021, Rigetti entered into a warrant subscription agreement (Forward Warrant Agreement) with a strategic partner for the purchase of a warrant for an aggregate purchase price (including amounts from exercise)

of $10,000,000. The Forward Warrant Agreement provides for the issuance of a warrant for the purchase of an aggregate of 1,000,000 shares of Rigetti common stock at an exercise price of $0.0001.

The purchase of the warrant is conditioned upon, among other things, the consummation of the Business Combination and the entry into a collaboration agreement between Rigetti and the strategic partner. The strategic partner is required to pay $5,000,000 to Rigetti no later than (i) the Closing and (ii) June 30, 2022, and upon such payment the warrant will vest and be exercisable by the strategic partner with respect to 500,000 shares of New Rigetti Common Stock pursuant to the terms of the warrant. The strategic partner is required to pay an additional $5,000,000 to Rigetti no later than the second anniversary of the date of the warrant subscription agreement, and upon such payment, the warrant will vest and be exercisable by the strategic partner with respect to the remaining 500,000 shares of New Rigetti Common Stock pursuant to the terms of the warrant. The Company evaluated the Forward Purcharse Agreement as a derivative in conjunction with the guidance of ASC 480. The Company calculated fair value of the Forward Purchase Agreement at inception and at the end of October 31, 2021. The fair value of the Forward Warrant Agreement was estimated based on the following key inputs and assumptions 1) Strike price 2) Purchase Price per Warrant 3) underlying value of share 4) assumed holding period and related risk free rate and 5) likelihood of the outcome of the various contingencies outlined above. Based on these inputs and assumption, the Company calculated the fair value of the derivative liability to be $400,000 as of October 31, 2021 and has included in other liabilities (current) in the accompanying consolidated balance sheet.

Subsequent Events

9 Months Ended

12 Months Ended

Dec. 31, 2020

Oct. 31, 2021

Sep. 30, 2021

Jan. 31, 2021

Subsequent Events

Note 7—Subsequent Events

Shares and the associated amounts have been retroactively restated to reflect the share dividend of Class B ordinary shares on January 14, 2021, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding on January 14, 2021.

Shares and the associated amounts have been retroactively restated to reflect the share dividend of Class B ordinary shares on March 1, 2021, resulting in 8,625,000 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividends.

Subsequent to December 31, 2020, the Company borrowed $125,000 under the Note.

Management has evaluated subsequent events to determine if events or transactions occurring through March 3, 2021, the date the financial statements were available for issuance, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

Note 10 — Subsequent Events

On October 6, 2021, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Supernova, Supernova Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Supernova (“First Merger Sub”), Supernova Romeo Merger Sub, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Supernova (“Second Merger Sub”), and Rigetti Holdings, Inc., a Delaware corporation (“Rigetti”).

Pursuant to the Merger Agreement, Supernova will become a Delaware corporation (the “Domestication”) and the parties will enter into a business combination transaction by which (i) First Merger Sub will merge with and into Rigetti, with Rigetti being the surviving entity in the merger (the “First Merger”), and (ii) immediately following the First Merger, Rigetti will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions” and the closing of the Transactions, the “Closing”). In connection with the Closing, Supernova will change its name to “Rigetti Computing, Inc.”

The value of the aggregate equity consideration to be paid to Rigetti’s stockholders and optionholders in the Transactions will be equal to (i) $1,041,000,000 plus (ii) the aggregate exercise price of in the money Rigetti Warrants (as defined below) and Rigetti Options (as defined below), in each case, outstanding prior to the effective time of the First Merger (the “Aggregate Equity Value”). At the Closing, each share of common stock

and preferred stock of Rigetti that is issued and outstanding immediately prior to the effective time of the First Merger (other than “Excluded Shares”, as defined in the Merger Agreement) will be cancelled and converted into the right to receive a number of shares of New Rigetti Common Stock equal to an exchange ratio (the “Exchange Ratio”) determined by dividing (a) the Aggregate Equity Value by (b) the “Aggregate Fully Diluted Company Common Stock” (as defined in the Merger Agreement), and then dividing that quotient by $10.00.

At the Closing and as set forth in the Merger Agreement, (i) each warrant to purchase Rigetti common stock (“Rigetti Warrants”) will be converted into a warrant to purchase shares of New Rigetti Common Stock, (ii) each option to purchase Rigetti common stock (“Rigetti Options”), whether vested or unvested, will be assumed and converted into an option to purchase a number of shares of New Rigetti Common Stock, (iii) each restricted share of Rigetti common stock will be exchanged for shares of New Rigetti Common Stock subject to the same terms and conditions as were applicable to such restricted shares and (iv) each restricted stock unit award of Rigetti will be converted into the right to receive restricted stock units based on shares of New Rigetti Common Stock.

In connection with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (the “Initial PIPE Investors”) pursuant to which the Initial PIPE Investors have committed to purchase in a private placement

10,251,000

shares of New Rigetti Common Stock (the “Initial PIPE Shares”) at a purchase price of

$10.00

per share and an aggregate purchase price of

$102.51

million. On December 23, 2021, the Company entered into subscription agreements with two “accredited investors” (as such term is defined in Rule 501 of Regulation D) (the “Subsequent PIPE Investors”, and together with the Initial PIPE Investors, the “PIPE Investors”) pursuant to which the Subsequent PIPE Investors have committed to purchase in a private placement an aggregate of 4,390,244 shares of New Rigetti Common Stock (the “Subsequent PIPE Shares,” and together with the Initial PIPE Shares, the “PIPE Shares”) at a price of $10.25 per share, for aggregate gross proceeds of $45,000,000 (the “Subsequent PIPE Financing, and together with the Initial PIPE Financing, the “PIPE Financing”). The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Transactions and will be consummated concurrently with the Closing. The shares of common stock to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act and will be issued in reliance on the availability of an exemption from such registration. The PIPE Subscription Agreements further provide that the Company will use commercially reasonable efforts to file a registration statement to register the resale of the PIPE Shares within fifteen (15) business days after the Closing.

In addition, in connection with the execution of the Merger Agreement, Supernova entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor, Rigetti and Supernova’s directors and officers. Pursuant to the Sponsor Support Agreement, the Sponsor and Supernova’s directors and officers have, among other things, agreed to vote all of their Supernova ordinary shares in favor of the approval of the Transactions. In addition, the Sponsor has agreed that (i) 2,479,000 shares of Class B common stock issued in connection with the IPO (the “Sponsor Shares”) will be unvested and subject to forfeiture as of the Closing and will only vest if, during the five year period following the Closing, the volume weighted average price of Supernova’s common stock equals or exceeds $12.50 for any twenty trading days within a period of thirty consecutive trading days, and (ii) up to an additional 1,000,000 Sponsor Shares will be unvested and subject to forfeiture as of the Closing based on the level of redemptions of Supernova Class A Ordinary Shares by holders thereof in connection with the transactions contemplated by the Merger Agreement (calculated in the manner set forth in the Sponsor Support Agreement), and any such additional Sponsor Shares will only vest if, during the five year period following the Closing, the volume weighted average price of Supernova’s common stock equals or exceeds $15.00 for any twenty trading days within a period of thirty consecutive trading days. Any Sponsor Shares that remain unvested after the fifth anniversary of the Closing will be forfeited. The Sponsor Support Agreement will terminate upon the termination of the Merger Agreement if the Closing does not occur.

The consummation of the Transactions is subject to customary closing conditions, including, among others: (i) approval by Supernova’s and Rigetti’s respective stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the obtaining of any consents required under antitrust laws in the jurisdictions specified on a schedule, (iii) no law or order enjoining

or prohibiting

the consummation of the Transactions being in force, (iv) Supernova having at least $5,000,001 of net tangible assets

of the Closing, (v) receipt of approval for listing on the New York Stock Exchange of the shares of New Rigetti Common Stock

be issued in connection with the Transactions, (vi) completion of the Domestication, (vii) the effectiveness of the registration statement on Form S-4, (viii) the accuracy of the parties’ respective representations and warranties (subject to specified materiality thresholds) and the material performance of the parties’ respective covenants and other obligations, (ix) no material adverse effect on Rigetti

having occurred since signing that is continuing at Closing and (x) solely as relates to Rigetti’s obligation to consummate the Transaction, Supernova having at least $165,000,000 of available cash at the Closing. For full details and the filed agreements, refer to the 8-K announcing the Merger Agreement filed with the SEC on October 6, 2021.

Management has evaluated subsequent events and transactions that occurred through the date condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Subsequent Events

11.	SUBSEQUENT EVENTS

The Company evaluated subsequent events through December 20, 2021, the date of these condensed consolidated financial statements were available for issuance, for events requiring recording or disclosure in the condensed consolidated financial statements for the nine-month ended October 31, 2021. The Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

16.	SUBSEQUENT EVENTS

The Company has evaluated subsequent events occurring between the most recent balance sheet date and June 23, 2021, the date through which these financial statements were available to be issued.

Debt Financing

– In March 2021, the Company entered into an agreement with a Venture Capital institution to secure a debt commitment of $12.0 million. The term loan is collateralized by substantially all of the company’s assets. The terms of the agreement include a warrant issuance of 398,040 shares and limited equity participation rights to the debt holders. The debt agreement does not include any financial covenants and is repayable over a period of 48 months from the draw down. The Company drew all of the $12.0 million in March 2021.

In May 2021, the debt agreement was modified to increase the overall debt commitment to $27.0 million, the total warrant issuance to 995,099 shares and modifications of other terms. The Company drew an additional $8.0 million of the total debt commitment of $27.0 million.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Dec. 31, 2020

Oct. 31, 2021

Sep. 30, 2021

Jan. 31, 2021

Restatement to Previously Reported Financial Statements

Basis of Presentation

Update (“ASU”) 2014-15, “Disclosures of

Basis of Presentation

The accompanying unaudited condensed financial statements are presente

d in U.S

The impact of the

restatement to


As of March 4, 2021	As Reported			Adjustment			As Restated
Total assets	$	346,880,911			—		$	346,880,911
Total liabilities	$	25,770,690			—		$	25,770,690
Class A ordinary shares subject to redemption		316,110,220			28,889,780		$	345,000,000
Preferred shares		—			—			—
Class A ordinary shares		289			(289	)		—
Class B ordinary shares		863			—			863
Additional paid-in capital		5,543,115			(5,543,115	)		—
Accumulated deficit		(544,266	)		(23,346,376	)		(23,890,642	)
Total shareholders’ equity (deficit)	$	5,000,001		$	(28,889,780	)	$	(23,889,779	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	346,880,911		$	—		$	346,880,911


As of March 31, 2021	As Reported			Adjustment			As Restated
Total assets	$	346,801,623			—		$	346,801,623
Total liabilities	$	26,267,320			—		$	26,267,320
Class A ordinary shares subject to redemption		315,534,300			29,465,700		$	345,000,000
Preferred shares		—			—			—
Class A ordinary shares		294			(294	)		—
Class B ordinary shares		863			—			863
Additional paid-in capital		6,172,654			(6,172,654	)		—
Accumulated deficit		(1,173,808	)		(23,292,752	)		(24,466,560	)
Total shareholders’ equity (deficit)	$	5,000,003		$	(29,465,700	)	$	(24,465,697	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	346,801,623		$	—		$	346,801,623


Form 10-Q: Three Months Ended March 31, 2021
	As Reported			Adjustment			As Restated
Cash Flow from Operating Activities	$	(476,570	)	$	—		$	(476,570	)
Cash Flows from Investing Activities	$	(345,000,000	)	$	—		$	(345,000,000	)
Cash Flows from Financing Activities	$	346,861,861		$	—		$	346,861,861
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accounts payable	$	65,450		$	—		$	65,450
Offering costs included in accrued expenses	$	302,000		$	—		$	302,000
Deferred underwriting commissions in connection with the initial public offering	$	12,075,000		$	—		$	12,075,000
Initial value of Class A ordinary shares subject to possible redemption	$	316,110,220		$	(316,110,220	)	$	—
Change in value of Class A ordinary shares subject to possible redemption	$	(575,920	)	$	575,920		$	—


As of June 30, 2021	As Reported			Adjustment			As Restated
Total assets	$	346,622,172			—		$	346,622,172
Total liabilities	$	28,533,605			—		$	28,533,605
Class A ordinary shares subject to redemption		313,088,560			31,911,440		$	345,000,000
Preferred shares		—			—			—
Class A ordinary shares		319			(319	)		—
Class B ordinary shares		863			—			863
Additional paid-in capital		8,618,370			(8,618,370	)		—
Retained earnings (accumulated deficit)		(3,619,545	)		(23,292,752	)		(26,912,297	)
Total shareholders’ equity (deficit)	$	5,000,007		$	(31,911,441	)	$	(26,911,434	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	346,622,172		$	—	*	$	346,622,172

*	de minimis rounding


Form 10-Q: Six Months Ended June 30, 2021
	As Reported			Adjustment			As Restated
Cash Flow from Operating Activities	$	(565,125	)	$	—		$	(565,125	)
Cash Flows from Investing Activities	$	(345,000,000	)	$	—		$	(345,000,000	)
Cash Flows from Financing Activities	$	346,796,412		$	—		$	346,796,412
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accrued expenses	$	302,000		$	—		$	302,000
Deferred underwriting commissions in connection with the initial public offering	$	12,075,000		$	—		$	12,075,000
Initial value of Class A ordinary shares subject to possible redemption	$	316,110,220		$	(316,110,220	)	$	—
Change in value of Class A ordinary shares subject to possible redemption	$	(3,021,660	)	$	3,021,660		$	—


	EPS for Class A ordinary shares (redeemable)
	As Reported			Adjustment			As Adjusted
Form 10-Q (March 31, 2021) - three months ended March 31, 2021
Net loss	$	(1,159,117	)	$	—		$	(1,159,117	)
Weighted average shares outstanding		31,608,965			2,891,035			34,500,000
Basic and diluted earnings per share	$	0.00		$	(0.03	)	$	(0.03	)
Form 10-Q (June 30, 2021) - three months ended June 30, 2021
Net loss	$	(2,445,737	)	$	—		$	(2,445,737	)
Weighted average shares outstanding		31,550,742			2,949,258			34,500,000
Basic and diluted earnings per share	$	0.00		$	(0.06	)	$	(0.06	)
Form 10-Q (June 30, 2021) - six months ended June 30, 2021
Net loss	$	(3,604,854	)	$	—		$	(3,604,854	)
Weighted average shares outstanding		31,564,442			2,935,558			34,500,000
Basic and diluted earnings per share	$	0.00		$	(0.08	)	$	(0.08	)


	EPS for Class B ordinary shares (non- redeemable)
	As Reported			Adjustment			As Adjusted
Form 10-Q (March 31, 2021) - three months ended March 31, 2021
Net loss	$	(1,159,117	)	$	—		$	(1,159,117	)
Weighted average shares outstanding		8,749,433			(899,433	)		7,850,000
Basic and diluted earnings per share	$	(0.13	)	$	0.10		$	(0.03	)
Form 10-Q (June 30, 2021) - three months ended June 30, 2021
Net loss	$	(2,445,737	)	$	—		$	(2,445,737	)
Weighted average shares outstanding		11,574,258			(2,949,258	)		8,625,000
Basic and diluted earnings per share	$	(0.21	)	$	0.15		$	(0.06	)
Form 10-Q (June 30, 2021) - six months ended June 30, 2021
Net loss	$	(3,604,854	)	$	—		$	(3,604,854	)
Weighted average shares outstanding		10,169,649			(1,930,008	)		8,239,641
Basic and diluted earnings per share	$	(0.36	)	$	0.28		$	(0.08	)

Use of Estimates

Emerging Growth Company

apply to non-emerging growth companies

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

non-emerging

Concentration of Credit Risk

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of

September

30, 2021 and December 31, 2020.

Investments Held in the Trust Account

Fair Value of Financial Instruments

Financial Instruments

Fair Value of Financial Instruments

Fair Value Measurement

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Derivative Warrant Liabilities

re-assessed

at the end of each reporting period.

non-current

as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs Associated with the Initial Public Offering

proceeds received. Offering costs associated with derivative warrant liabiliti

es are ex

Class A Ordinary Shares Subject to Possible Redemption

had 345,000,000 and 0,

respectively of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

Income Taxes

ASC Topic 740 prescribes a recognition threshold and a measurement

ttribute for the financial s

tate

ment recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to

Net Income (Loss) Per Ordinary Share

Net Loss Per Ordinary Share

Net Income Per Ordinary Share

The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate

13,075,000

shares of Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-

dilutive

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:


	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	3,731,852	$	932,963	$	853,023	$	206,938
Denominator:
Basic weighted average ordinary shares outstanding		34,500,000		8,625,000		34,500,000		8,369,505
Diluted weighted average ordinary shares outstanding		34,500,000		8,625,000		34,500,000		8,625,000

Basic net income per ordinary share	$	0.11	$	0.11	$	0.02	$	0.02

Diluted net income per ordinary share	$	0.11	$	0.11	$	0.02	$	0.02

Deferred Offering Costs Associated With The Proposed Public Offering [Policy Text Block]

Deferred Offering Costs Associated with the Proposed Public Offering

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06,

Debt—Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU

2020-06”),

2020-06

on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Cash and Restricted Cash

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of

September

30, 2021 and December 31, 2020.

Accounts Receivable

—Accounts receivable are recorded at invoice value, net of allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and determines whether to

Concentration of Credit Risk

Basis of Presentation

—The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US “GAAP”).

Use of Estimates

Emerging Growth Company

non-emerging

Concentrations of Credit Risk

low-risk,

highly liquid money market funds and certificates of deposit with a major financial institution.

Customers accounting for 10% or more of the Company’s revenue during the nine months ended October 31, 2021 and 2020 were:


	October 31,
Customer	2021			2020
Customer A		29	%		*
Customer B		19	%		30	%
Customer C		19	%		*
Customer D		18	%		34	%
Customer E		14	%		15	%

*	Customer accounted for less than 10% of revenue in the respective year

Concentrations of Credit Risk

low-risk,

highly liquid money market funds and certificates of deposit with a major financial institution.

Customers accounting for 10% or more of the Company’s revenue during the years ended January 31, 2021 and 2020 were:


Customer	2021			2020
Customer A		32	%		16	%
Customer B		31	%		*
Customer C		15	%		32	%
Customer D		*			24	%
Customer E		*			10	%

* Customer accounted for less than 10% of revenue in the respective year

All revenues derived from major customers noted above are included in the Americas region in Note 14.

Cash and Cash Equivalents

Cash and Restricted Cash


	October 31, 2021		January 31, 2021
Cash	$	13,124,285	$	22,202,388
Restricted cash		317,134		317,134

Total cash and restricted cash	$	13,441,419	$	22,519,522

Cash and Restricted Cash

The following table provides a reconciliation of cash and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows:


	January 31,
	2021		2020
Cash	$	22,202,388	$	308,707
Restricted cash		317,134		317,134

Total cash and restricted cash	$	22,519,522	$	625,841

Fair Value Measurement

Fair Value Measurements

—Fair

Derivative Warrant Liabilities

to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”) at the initial recognition.

non-current

as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

—Income

The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense.

Net Income (Loss) Per Ordinary Share

Net income (loss) per share

—The Company has Class A Common Stock outstanding and no shares of Class B Common Stock outstanding. However, the Company’s Convertible Series

C-1

The Company uses the

two-class

method to calculate the diluted net income (loss) per share for each class of Common Stock. The

two-class

method determines net income (loss) per share for each class of Common Stock according to dividends declared or accumulated and participation rights in undistributed earnings. The

two-class

convertible Series

C-1

The following table sets forth the computation of the basic and diluted net loss per share in relation to the Class A Common Stock:


	October 31,
	2021			2020
Net Loss	$	(29,507,327	)	$	(17,895,346	)
Basic and diluted shares
Weighted-average Class A Common Stock outstanding		22,067,245			20,636,737
Loss per share for Class A Common Stock
— Basic	$	(1.34	)	$	(0.87	)
— Diluted	$	(1.34	)	$	(0.87	)

The number of shares outstanding underlying the potential dilutive Class A Common Stock at October 31, 2021 and 2020 are as follows:


	October 31,
	2021		2020
Convertible Series C Preferred Stock		69,223,658		69,223,658
Common Stock Warrants		10,952,096		10,197,532
Stock Options		14,986,512		17,296,199
Restricted Stock Units		6,736,961		—

		101,899,227		96,717,389

The number of shares outstanding underlying the potential dilutive Class B Common Stock at October 31, 2021 and 2020 are as follows:


	October 31,
	2021		2020
Convertible Series C-1 Preferred Stock		29,502,847		29,502,847

		29,502,847		29,502,847

Net Income (Loss) Per Share:

The Company has Class A Common Stock outstanding and no shares of Class B Common Stock outstanding. However, the Company’s Convertible Series

C-1

The Company uses the

two-class

method to calculate the diluted net income (loss) per share for each class of Common Stock. The

two-class

method determines net income (loss) per share for each class of Common Stock according to dividends declared or accumulated and participation rights in undistributed earnings. The

two-class

method requires all undistributed earnings for the period to be allocated among multiple classes of potential Common Stock as if all earnings for the period were distributed. Diluted net income (loss) is computed separately for each class of the potential Common Stock. Potential dilutive shares for Class A Common Stock include shares of convertible Series C Preferred Stock, common stock warrants and stock options. Potential dilutive shares for Class B Common Stock include shares of convertible Series

C-1

Deferred Offering Costs

Recent Accounting Pronouncements

—Recently issued, but not yet effective accounting standards are discussed in Note 2 of our audited financial statements as of and for the years ended January 31, 2021 and 2020.

Recent Accounting Pronouncements

—In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842)

. This ASU requires recognition of a lease asset and lease liability for all leases with a term of greater than 12 months regardless of their classification. In May 2020, the FASB issued ASU

2020-05

which defers the effective date of ASU

2016-02

one year making it effective for annual reporting periods beginning after December 15, 2021. The Company is currently evaluating the impact th

adoption of this guidance will have on its consolidated financial statements.

In June 2016, the FASB issued ASU No.

2016-13,

Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

. The FASB subsequently issued amendments to ASU

2016-13,

available-for-sale debt securities with unrealized losses, these standards now

require allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be

recognized for

available-for-sale

In January 2017, the FASB issued ASU

2017-04,

Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment

In December 2019, the FASB issued ASU

2019-12,

Income Taxes

. ASU

2019-12

In August 2020, the FASB issued ASU

2020-06,

Debt–Debt with Conversion and Other Options (Subtopic

470-20

and Derivatives and Hedging–Contracts in Entity’s Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

. The objective of this update is to simplify the accounting for convertible preferred stock by removing the existing guidance in ASC

470-20,

470-20

815-40

if-converted

method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ASU

2020-06

In May 2021, the FASB issued

ASU

2021-04,

‘Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic

470-50),

Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—

Contracts in Entity’s Own Equity (Subtopic

815-40):

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.

2021-04

Unaudited Interim Financial Information

Unaudited Interim Financial Information—

Principles of Consolidation

Principals of Consolidation

—The condensed consolidated financial statements include

the

accounts of Rigetti and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Principals of Consolidation

—The consolidated financial statements include the accounts of Rigetti and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Segments

Foreign Currency

Comprehensive Loss

Cash and Restricted Cash


	October 31, 2021		January 31, 2021
Cash	$	13,124,285	$	22,202,388
Restricted cash		317,134		317,134

Total cash and restricted cash	$	13,441,419	$	22,519,522

Cash and Restricted Cash

The following table provides a reconciliation of cash and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows:


	January 31,
	2021		2020
Cash	$	22,202,388	$	308,707
Restricted cash		317,134		317,134

Total cash and restricted cash	$	22,519,522	$	625,841

Accounts Receivable

Revenue Recognition

Development contracts are generally multi-year,

non-recurring

Revenue Recognition

—The Company recognizes revenue in accordance with Accounting Standards Update

No. 2014-09,

Revenue from Contracts with Customers (Topic 606)

and accounts for certain contract costs in accordance with FASB’s Accounting Standards Codification (“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

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,

acceptance provisions. The Company also excludes from revenue government-assessed and imposed taxes on revenue-generating activities that are invoiced to customers.

Stock-Based Compensation

Prior Period Reclassifications

Income Statement Reclassifications

Property and Equipment, Net

Goodwill

Redeemable Convertible Preferred Stock Warrant Liability

Prior to the year ended January 31, 2020, the Company had issued a warrant to acquire 14,958 shares of series

B-2

redeemable convertible preferred stock in conjunction with a revenue contract (see Revenue Recognition for additional details). The series

B-2

redeemable convertible preferred stock warrants had a

10-year

contractual term and an exercise price of $0.000001 per share. The Company had classified the series

B-2

redeemable convertible preferred stock warrants as liabilities due to the contingently redeemable nature of the underlying series

B-2

redeemable convertible preferred stock. In January 2020, the holder exercised the series

B-2

redeemable convertible preferred stock warrant in full, with the Company receiving the nominal cash exercise price. As part of the exercise, the Company estimated that the fair value of the series

B-2

redeemable convertible preferred stock warrant was $122,000 (no change in fair value identified), and this fair value was reclassified as a component of the carrying value of the series

B-2

redeemable convertible preferred stock.

Costs of Obtaining and Fulfilling Contracts

Cost of Revenue

Research and Development

General and Administrative

Sales and Marketing

Capitalized Software

—The Company capitalizes the costs to develop its

internal-use

Impairment of Long-Lived Assets

Employee Benefit Plan

Business Combinations

Summary of Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Oct. 31, 2021

Sep. 30, 2021

Jan. 31, 2021

Schedule of computation of basic and diluted net loss per share in relation to the Class A Common Stock

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:


	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	3,731,852	$	932,963	$	853,023	$	206,938
Denominator:
Basic weighted average ordinary shares outstanding		34,500,000		8,625,000		34,500,000		8,369,505
Diluted weighted average ordinary shares outstanding		34,500,000		8,625,000		34,500,000		8,625,000

Basic net income per ordinary share	$	0.11	$	0.11	$	0.02	$	0.02

Diluted net income per ordinary share	$	0.11	$	0.11	$	0.02	$	0.02

Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]


As of March 4, 2021	As Reported			Adjustment			As Restated
Total assets	$	346,880,911			—		$	346,880,911
Total liabilities	$	25,770,690			—		$	25,770,690
Class A ordinary shares subject to redemption		316,110,220			28,889,780		$	345,000,000
Preferred shares		—			—			—
Class A ordinary shares		289			(289	)		—
Class B ordinary shares		863			—			863
Additional paid-in capital		5,543,115			(5,543,115	)		—
Accumulated deficit		(544,266	)		(23,346,376	)		(23,890,642	)
Total shareholders’ equity (deficit)	$	5,000,001		$	(28,889,780	)	$	(23,889,779	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	346,880,911		$	—		$	346,880,911


As of March 31, 2021	As Reported			Adjustment			As Restated
Total assets	$	346,801,623			—		$	346,801,623
Total liabilities	$	26,267,320			—		$	26,267,320
Class A ordinary shares subject to redemption		315,534,300			29,465,700		$	345,000,000
Preferred shares		—			—			—
Class A ordinary shares		294			(294	)		—
Class B ordinary shares		863			—			863
Additional paid-in capital		6,172,654			(6,172,654	)		—
Accumulated deficit		(1,173,808	)		(23,292,752	)		(24,466,560	)
Total shareholders’ equity (deficit)	$	5,000,003		$	(29,465,700	)	$	(24,465,697	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	346,801,623		$	—		$	346,801,623


Form 10-Q: Three Months Ended March 31, 2021
	As Reported			Adjustment			As Restated
Cash Flow from Operating Activities	$	(476,570	)	$	—		$	(476,570	)
Cash Flows from Investing Activities	$	(345,000,000	)	$	—		$	(345,000,000	)
Cash Flows from Financing Activities	$	346,861,861		$	—		$	346,861,861
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accounts payable	$	65,450		$	—		$	65,450
Offering costs included in accrued expenses	$	302,000		$	—		$	302,000
Deferred underwriting commissions in connection with the initial public offering	$	12,075,000		$	—		$	12,075,000
Initial value of Class A ordinary shares subject to possible redemption	$	316,110,220		$	(316,110,220	)	$	—
Change in value of Class A ordinary shares subject to possible redemption	$	(575,920	)	$	575,920		$	—


As of June 30, 2021	As Reported			Adjustment			As Restated
Total assets	$	346,622,172			—		$	346,622,172
Total liabilities	$	28,533,605			—		$	28,533,605
Class A ordinary shares subject to redemption		313,088,560			31,911,440		$	345,000,000
Preferred shares		—			—			—
Class A ordinary shares		319			(319	)		—
Class B ordinary shares		863			—			863
Additional paid-in capital		8,618,370			(8,618,370	)		—
Retained earnings (accumulated deficit)		(3,619,545	)		(23,292,752	)		(26,912,297	)
Total shareholders’ equity (deficit)	$	5,000,007		$	(31,911,441	)	$	(26,911,434	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	$	346,622,172		$	—	*	$	346,622,172

*	de minimis rounding


Form 10-Q: Six Months Ended June 30, 2021
	As Reported			Adjustment			As Restated
Cash Flow from Operating Activities	$	(565,125	)	$	—		$	(565,125	)
Cash Flows from Investing Activities	$	(345,000,000	)	$	—		$	(345,000,000	)
Cash Flows from Financing Activities	$	346,796,412		$	—		$	346,796,412
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accrued expenses	$	302,000		$	—		$	302,000
Deferred underwriting commissions in connection with the initial public offering	$	12,075,000		$	—		$	12,075,000
Initial value of Class A ordinary shares subject to possible redemption	$	316,110,220		$	(316,110,220	)	$	—
Change in value of Class A ordinary shares subject to possible redemption	$	(3,021,660	)	$	3,021,660		$	—


	EPS for Class A ordinary shares (redeemable)
	As Reported			Adjustment			As Adjusted
Form 10-Q (March 31, 2021) - three months ended March 31, 2021
Net loss	$	(1,159,117	)	$	—		$	(1,159,117	)
Weighted average shares outstanding		31,608,965			2,891,035			34,500,000
Basic and diluted earnings per share	$	0.00		$	(0.03	)	$	(0.03	)
Form 10-Q (June 30, 2021) - three months ended June 30, 2021
Net loss	$	(2,445,737	)	$	—		$	(2,445,737	)
Weighted average shares outstanding		31,550,742			2,949,258			34,500,000
Basic and diluted earnings per share	$	0.00		$	(0.06	)	$	(0.06	)
Form 10-Q (June 30, 2021) - six months ended June 30, 2021
Net loss	$	(3,604,854	)	$	—		$	(3,604,854	)
Weighted average shares outstanding		31,564,442			2,935,558			34,500,000
Basic and diluted earnings per share	$	0.00		$	(0.08	)	$	(0.08	)

Schedule Of Error Corrections And Prior Period Adjustments Of Financial Statement [Table Text Block]


	EPS for Class B ordinary shares (non- redeemable)
	As Reported			Adjustment			As Adjusted
Form 10-Q (March 31, 2021) - three months ended March 31, 2021
Net loss	$	(1,159,117	)	$	—		$	(1,159,117	)
Weighted average shares outstanding		8,749,433			(899,433	)		7,850,000
Basic and diluted earnings per share	$	(0.13	)	$	0.10		$	(0.03	)
Form 10-Q (June 30, 2021) - three months ended June 30, 2021
Net loss	$	(2,445,737	)	$	—		$	(2,445,737	)
Weighted average shares outstanding		11,574,258			(2,949,258	)		8,625,000
Basic and diluted earnings per share	$	(0.21	)	$	0.15		$	(0.06	)
Form 10-Q (June 30, 2021) - six months ended June 30, 2021
Net loss	$	(3,604,854	)	$	—		$	(3,604,854	)
Weighted average shares outstanding		10,169,649			(1,930,008	)		8,239,641
Basic and diluted earnings per share	$	(0.36	)	$	0.28		$	(0.08	)

Schedule of computation of basic and diluted net loss per share in relation to the Class A Common Stock

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:


	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	3,731,852	$	932,963	$	853,023	$	206,938
Denominator:
Basic weighted average ordinary shares outstanding		34,500,000		8,625,000		34,500,000		8,369,505
Diluted weighted average ordinary shares outstanding		34,500,000		8,625,000		34,500,000		8,625,000

Basic net income per ordinary share	$	0.11	$	0.11	$	0.02	$	0.02

Diluted net income per ordinary share	$	0.11	$	0.11	$	0.02	$	0.02

Schedule of computation of basic and diluted net loss per share in relation to the Class A Common Stock

The following table sets forth the computation of the basic and diluted net loss per share in relation to the Class A Common Stock:


	October 31,
	2021			2020
Net Loss	$	(29,507,327	)	$	(17,895,346	)
Basic and diluted shares
Weighted-average Class A Common Stock outstanding		22,067,245			20,636,737
Loss per share for Class A Common Stock
— Basic	$	(1.34	)	$	(0.87	)
— Diluted	$	(1.34	)	$	(0.87	)

The following table sets forth the computation of the basic and diluted net loss per share in relation to the Class A Common Stock:


	January 31,
	2021			2020
Net Loss	$	(26,127,496	)	$	(53,816,321	)

Basic and diluted shares
Weighted-average Class A Common Stock outstanding		20,719,085			7,495,071

Loss per share for Class A Common Stock
— Basic	$	(1.26	)	$	(7.18	)
— Diluted	$	(1.26	)	$	(7.18	)

Schedule of reconciliation of cash and restricted cash


	October 31, 2021		January 31, 2021
Cash	$	13,124,285	$	22,202,388
Restricted cash		317,134		317,134

Total cash and restricted cash	$	13,441,419	$	22,519,522

The following table provides a reconciliation of cash and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows:


	January 31,
	2021		2020
Cash	$	22,202,388	$	308,707
Restricted cash		317,134		317,134

Total cash and restricted cash	$	22,519,522	$	625,841

Schedule of computation of basic and diluted net loss per share in relation to the Class A Common Stock

The following table sets forth the computation of the basic and diluted net loss per share in relation to the Class A Common Stock:


	October 31,
	2021			2020
Net Loss	$	(29,507,327	)	$	(17,895,346	)
Basic and diluted shares
Weighted-average Class A Common Stock outstanding		22,067,245			20,636,737
Loss per share for Class A Common Stock
— Basic	$	(1.34	)	$	(0.87	)
— Diluted	$	(1.34	)	$	(0.87	)

The following table sets forth the computation of the basic and diluted net loss per share in relation to the Class A Common Stock:


	January 31,
	2021			2020
Net Loss	$	(26,127,496	)	$	(53,816,321	)

Basic and diluted shares
Weighted-average Class A Common Stock outstanding		20,719,085			7,495,071

Loss per share for Class A Common Stock
— Basic	$	(1.26	)	$	(7.18	)
— Diluted	$	(1.26	)	$	(7.18	)

Schedule of number of shares outstanding dilutive Class A Common Stock

The number of shares outstanding underlying the potential dilutive Class A Common Stock at October 31, 2021 and 2020 are as follows:


	October 31,
	2021		2020
Convertible Series C Preferred Stock		69,223,658		69,223,658
Common Stock Warrants		10,952,096		10,197,532
Stock Options		14,986,512		17,296,199
Restricted Stock Units		6,736,961		—

		101,899,227		96,717,389

The number of shares outstanding underlying the potential dilutive Class A Common Stock at January 31, 2021 and 2020 were summarized as below:


	January 31,
	2021		2020
Convertible Series C Preferred Stock		69,223,658		14,154,064
Common Stock Warrants		3,406,156		—
Stock Options		17,008,770		3,769,196

	89,638,584		17,923,260

Schedule of number of shares outstanding dilutive Class B Common Stock

The number of shares outstanding underlying the potential dilutive Class B Common Stock at October 31, 2021 and 2020 are as follows:


	October 31,
	2021		2020
Convertible Series C-1 Preferred Stock		29,502,847		29,502,847

		29,502,847		29,502,847

Schedule of company's revenue

Customers accounting for 10% or more of the Company’s revenue during the years ended January 31, 2021 and 2020 were:


Customer	2021			2020
Customer A		32	%		16	%
Customer B		31	%		*
Customer C		15	%		32	%
Customer D		*			24	%
Customer E		*			10	%

* Customer accounted for less than 10% of revenue in the respective year

Revenue Recognition (Tables) - Rigetti Holdings [Member]

9 Months Ended

12 Months Ended

Oct. 31, 2021

Jan. 31, 2021

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:


	Nine Months Ended October 31,
Type of Goods or Service	2021		2020
Development contracts and other services	$	5,029,105	$	2,534,915
QCaaS		1,910,876		1,589,248

	$	6,939,981	$	4,124,163

Timing of Revenue Recognition
Revenue recognized at a point in time	$	—	$	—
Revenue recognized over time		6,939,981		4,124,163

	$	6,939,981	$	4,124,163

Schedule of condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities

Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of October 31, 2021 and January 31, 2021 were as follows:


	October 31, 2021			January 31, 2021
Trade receivables, net	$	1,274,181		$	327,301
Unbilled receivables	$	195,376		$	152,073
Deferred revenue—current	$	(630,993	)	$	(491,827	)

Selected consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of January 31, 2021 and 2020 were as follows:


	2021			2020
Trade receivables, net	$	327,301		$	165,225
Unbilled receivables	$	152,073		$	23,750
Deferred revenue - current	$	(491,827	)	$	(1,850,482	)
Deferred revenue - non-current	$	—		$	(301,201	)

Schedule of Changes in deferred revenue from contracts with customers were as follows

Changes in deferred revenue from contracts with customers were as follows:


	Nine Months Ended October 31, 2021
Balance at beginning of period	$	(491,827	)
Deferral of revenue		(5,488,426	)
Recognition of deferred revenue		5,349,260

Balance at end of period	$	(630,993	)

Changes in deferred revenue from contracts with customers were as follows:


	Year Ended January 31,
	2021			2020
Balance at beginning of period	$	(2,151,683	)	$	(339,536	)
Deferral of revenue		(364,545	)		(2,062,773	)
Recognition of deferred revenue		2,024,401			250,626

Balance at end of period	$	(491,827	)	$	(2,151,683	)

Based On The Timing Of Transfer Of Goods And Services [Member]

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:


	Year Ended January 31,
Type of Goods or Service	2021		2020
Development contracts and other services	$	2,919,507	$	479,653
QCaaS		2,380,091		208,329
Quantum computing components		243,000		47,500

	$	5,542,598	$	735,482

Timing of Revenue Recognition
Revenue recognized at a point in time	$	243,000	$	47,500
Revenue recognized over time		5,299,598		687,982

	$	5,542,598	$	735,482

Property and Equipment, Net (Tables)

9 Months Ended

12 Months Ended

Oct. 31, 2021

Jan. 31, 2021

Property, Plant and Equipment [Line Items]

Summary of Property and Equipment

Property and equipment as of October 31, 2021 and January 31, 2021 are composed of the following:


	October 31, 2021			January 31, 2021
Quantum computing fridges	$	16,792,691		$	14,251,579
Process equipment		15,565,055			12,747,756
Leasehold improvements		4,253,506			4,077,646
IT Hardware		2,425,361			1,999,082
Furniture and other assets		1,246,068			1,246,067

Total property and equipment	$	40,282,681		$	34,322,130

Less: Accumulated depreciation		(17,886,263	)		(14,181,258	)

Property and equipment—net	$	22,396,418		$	20,140,872

Property and equipment as of January 31, 2021 and 2020 are composed of the following:


	2021			2020
Quantum computing fridges	$	14,251,579		$	13,009,936
Process equipment		12,747,756			10,705,887
Leasehold improvements		4,077,646			3,063,322
IT Hardware		1,999,082			1,896,486
Furniture and other assets		1,246,067			1,246,067

Total property and equipment	$	34,322,130		$	29,921,698
Less: Accumulated depreciation		(14,181,258	)		(9,881,995	)

Property and equipment - net	$	20,140,872		$	20,039,703

Business Combination (Tables)

12 Months Ended

Jan. 31, 2021

Summary of estimated fair values of assets acquired and liabilities assumed

Business Acquisition [Line Items]

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the QxBranch Acquisition:


Cash	$	149,484
Accounts receivable		96,279
Other current assets		20,910
Goodwill		5,377,255
Accounts payable		(8,842	)
Accrued expenses and other current liabilities		(62,632	)

	$	5,572,454

Class A Ordinary Shares Subject to Possible Redemption (Tables)

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Schedule of Reconciliation of Unaudited Condensed Balance Sheet

As of September 30, 2021, Class A ordinary shares reflected on the unaudited condensed balance sheet is reconciled on the following table:


	As of September 30, 2021
Gross Proceeds	$	345,000,000
Less:
Amount allocated to Warrants		(8,711,250	)
Offering costs associated with Class A ordinary shares		(19,011,139	)
Plus:
Accretion of carrying value to redemption value		27,722,389

Class A ordinary shares subject to possible redemption	$	345,000,000

Fair Value Measurements (Tables)

9 Months Ended

12 Months Ended

Oct. 31, 2021

Sep. 30, 2021

Jan. 31, 2021

Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - money market funds	$	345,011,949	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public warrants	$	6,900,000	$	—	$	—
Derivative warrant liabilities - Private placement warrants	$	—	$	—	$	3,560,000

Summary of Fair Value Measurement Inputs and Valuation Techniques

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates for the warrants:


	September 30, 2021			Initial Measurement
Exercise price	$	11.50		$	11.50
Stock price	$	9.77		$	9.75
Volatility		13.8	%		16.0	%
Term (years)		5.35			5.33
Risk-free rate		1.02	%		0.94	%

Change in Fair Value of Derivative Liabilities

The change in the fair value of the derivative liabilities utilizing Level 3 measurements for the three and nine months ended September 30, 2021 is summarized as follows:


Derivative liabilities at January 1, 2021	$	—
Issuance of Public Warrants - Level 3		8,711,250
Issuance of Private Warrants - Level 3		4,494,500
Change in fair value of derivative liabilities - Level 3		523,000

Derivative liabilities at March 31, 2021 - Level 3	$	13,728,750
Transfer of Public Warrants to Level 1 Measurement		(9,056,250	)
Change in fair value of derivative liabilities - Level 3		667,500

Derivative liabilities at June 30, 2021 - Level 3	$	5,340,000


Change in fair value of derivative liabilities - Level 3		(1,780,000	)

Derivative liabilities at September 30, 2021 - Level 3	$	3,560,000

Summary of Fair Value Measurement Inputs and Valuation Techniques


Valuation Assumption		Common Stock Warrants
		October 31, 2021

Stock price		$4.44
Strike price		$0.21
Volatility (annual)		51.90%
Risk-free rate		1.30%
Estimated time to expiration (years)		10
Dividend yield		0.00%

Change in Fair Value of Derivative Liabilities

A summary of the changes in the fair value of the Company’s Level 3 financial instruments as of January 31, 2021 and 2020 are as follows:


	Convertible Notes			Simple agreement for future equity			Redeemable Convertible Preferred Stock Warrant Liability
Balance - January 31, 2019	$	1,751,342		$	—		$	122,000
Issuances		19,950,000			1,500,000			—
Settlement		—			—			(122,000	)
Loss on change in fair value		5,191,117			382,397			—

Balance - January 31, 2020	$	26,892,459		$	1,882,397		$	—

Issuances		—			—			—
Settlement		(26,892,459	)		(1,882,397	)		—
Loss on change in fair value		—			—			—

Balance - January 31, 2021	$	—		$	—		$	—

Summary of Information About Liabilities Measured at Fair Value on Recurring Basis

The fair value measurements of assets and liabilities that are measured at fair value at January 31, 2020 are as follows:


	Fair Value Hierarchy
Year Ended January 31, 2020	Level 1		Level 2		Level 3
Liabilities:
Convertible Notes	$	—	$	—	$	26,892,459
Simple agreement for future equity	$	—	$	—	$	1,882,397

Total Liabilities	$	—	$	—	$	28,774,856

Supplemental Financial Statements Information (Tables) - Rigetti Holdings [Member]

9 Months Ended

12 Months Ended

Oct. 31, 2021

Jan. 31, 2021

Supplemental Financial Statements Information [Line Items]

Summary of Property and Equipment

Property and equipment as of October 31, 2021 and January 31, 2021 are composed of the following:


	October 31, 2021			January 31, 2021
Quantum computing fridges	$	16,792,691		$	14,251,579
Process equipment		15,565,055			12,747,756
Leasehold improvements		4,253,506			4,077,646
IT Hardware		2,425,361			1,999,082
Furniture and other assets		1,246,068			1,246,067

Total property and equipment	$	40,282,681		$	34,322,130

Less: Accumulated depreciation		(17,886,263	)		(14,181,258	)

Property and equipment—net	$	22,396,418		$	20,140,872

Property and equipment as of January 31, 2021 and 2020 are composed of the following:


	2021			2020
Quantum computing fridges	$	14,251,579		$	13,009,936
Process equipment		12,747,756			10,705,887
Leasehold improvements		4,077,646			3,063,322
IT Hardware		1,999,082			1,896,486
Furniture and other assets		1,246,067			1,246,067

Total property and equipment	$	34,322,130		$	29,921,698
Less: Accumulated depreciation		(14,181,258	)		(9,881,995	)

Property and equipment - net	$	20,140,872		$	20,039,703

Summary Of Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities


	January 31,
	2021		2020
Accrued Interest on Debt	$	—	$	823,274
Accrued Payroll and Other Payroll Costs		739,893		188,299
Accrued Taxes and Other Tax Costs		451,545		—
Accrued Professional Fees and Other		411,861		62,894

	$	1,603,299	$	1,074,467

Commitments and Contingencies (Tables)

9 Months Ended

12 Months Ended

Oct. 31, 2021

Jan. 31, 2021

Summary of Future Minimum Lease Payments Under Non-Cancelable Operating Leases

Future minimum lease payments under

non-cancelable

operating leases as of October 31, 2021 are as follows:


2022	$	1,745,567
2023		745,034
2024		669,457
2025		689,541
2026		235,564

Total minimum future lease payments	$	4,085,163

Future minimum lease payments under

non-cancelable

operating leases as of January 31, 2021 are as follows:


Years Ending January 31,
2022	$	1,711,575
2023		1,477,694
2024		656,426
2025		676,118
2026		696,402

Total minimum future lease payments	$	5,218,215

Common Stock (Tables) - Rigetti Holdings [Member]

12 Months Ended

Jan. 31, 2021

Class of Stock [Line Items]

Summary of vesting status of the Customer Warrant

The vesting status of the Customer Warrant is as follows at January 31, 2021:


Vested Customer Warrants			1,021,845
Unvested Customer Warrants			2,384,311

			3,406,156

Summary of common stock shares reserved for future issuance

As of January 31, 2021, the Company has reserved the following shares of common stock for issuance upon the conversion, exercise or vesting of the underlying instruments:


	Class A Common Stock		Class B Common Stock
Series C Preferred Stock		69,223,658		—
Series C-1 Preferred Stock		—		3,687,836
Common Stock Warrants		10,127,532		—
Stock-based Awards Outstanding		17,015,965		—
Stock-Based Awards Available for Future Grant		11,149,918		—

		107,517,073		3,687,836

Warrants (Tables)

9 Months Ended

Oct. 31, 2021

Sep. 30, 2021

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

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates for the warrants:


	September 30, 2021			Initial Measurement
Exercise price	$	11.50		$	11.50
Stock price	$	9.77		$	9.75
Volatility		13.8	%		16.0	%
Term (years)		5.35			5.33
Risk-free rate		1.02	%		0.94	%

Schedule Of Common Stock Warrants

See below for the October 31, 2021 balance summary:

Warrant Class

Issuance Date

Price per Share

Expiration Date

Common Stock Warrants

995,099

May 18, 2021

0.214

May 18, 2031

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


Valuation Assumption		Common Stock Warrants
		October 31, 2021

Stock price		$4.44
Strike price		$0.21
Volatility (annual)		51.90%
Risk-free rate		1.30%
Estimated time to expiration (years)		10
Dividend yield		0.00%

Disclosure of impact of restatement on the balance sheet

The table below represents the corrected balances and subtotals for amounts related to the balance she

t and income statement as of and for the period ended July 31, 2021, respectively.


	As of July 31, 2021 As Originally Reported			Correction of Immaterial Error			As of July 31, 2021 As Corrected
Consolidated Balance Sheet
Other Assets	$	164,341		$	555,977		$	720,318

Total Assets		53,575,458			555,977			54,131,435

Other Current Liabilities		19,959			184,000			203,959

Total Current Liabilities		4,404,060			184,000			4,588,060
Notes Payable, net		19,958,361			(2,038,948	)		17,919,413
Derivative warrant liabilities		—			2,690,574			2,690,574
Other Liabilities		369,274			157,033			526,307

Total Liabilities		24,731,695			992,659			25,724,354
Accumulated Deficit		(187,370,442	)		(436,682	)		(187,807,124	)
Total Stockholders’ deficit		(52,679,378	)		(436,682	)		(53,116,060	)
Total Preferred Stock		81,523,141			—			81,523,141
Total Liabilities, Pref Stock and Stockholder’s deficit		53,575,458			555,977			54,131,435


Consolidated statement of operations
Interest income (expense), net	$	(704,309	)	$	(436,682	)	$	(1,140,991	)

Net Loss		(18,480,610	)		(436,682	)		(18,917,292	)

Earnings per share	$	(0.85	)	$	(0.02	)	$	(0.87	)

Consolidated statement of Cashflows
Net Loss		(18,480,610	)		(436,682	)		(18,917,292	)
Amortization of debt issuance costs		—			436,682			436,682

Net Cash used in operating activities		(18,480,610	)		—			(18,480,610	)

Disclosure of impact of restatement on the income statement


Consolidated statement of operations
Interest income (expense), net	$	(704,309	)	$	(436,682	)	$	(1,140,991	)

Net Loss		(18,480,610	)		(436,682	)		(18,917,292	)

Earnings per share	$	(0.85	)	$	(0.02	)	$	(0.87	)

Consolidated statement of Cashflows
Net Loss		(18,480,610	)		(436,682	)		(18,917,292	)
Amortization of debt issuance costs		—			436,682			436,682

Net Cash used in operating activities		(18,480,610	)		—			(18,480,610	)

Financing Arrangements (Tables) - Rigetti Holdings [Member]

9 Months Ended

12 Months Ended

Oct. 31, 2021

Jan. 31, 2021

Summary of Principal Payments on Total Outstanding Debt

Scheduled principal payments on total outstanding debt, as of October 31, 2021, are as follows:


	Tranche A		Tranche B		Total
2023	$	4,409,983	$	2,427,365	$	6,837,348
2024		4,920,301		3,220,881		8,141,182
2025		2,669,716		2,351,754		5,021,470

	$	12,000,000	$	8,000,000	$	20,000,000

Two Thousand Eighteen And Nineteen Promissory Notes Agreement [Member]

Summary of Fair Value and Principal Value

As of January 31, 2020, the fair value and principal value of the Initial Convertible Notes were:


Initial Convertible Notes	January 31, 2020
Fair value, in accordance with fair value option	$	26,892,459
Principal value outstanding	$	21,450,000

Simple Agreement For Future Equity [Member]

Summary of Fair Value and Principal Value

As of January 31, 2020, the fair value and principal value of the SAFE was:


SAFE	January 31, 2020
Fair value, in accordance with fair value option	$	1,882,397
SAFE principal value outstanding	$	1,500,000

Net Loss Per Share (Tables)

9 Months Ended

12 Months Ended

Oct. 31, 2021

Sep. 30, 2021

Jan. 31, 2021

Schedule of computation of basic and diluted net loss per share in relation to the Class A Common Stock

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:


	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	3,731,852	$	932,963	$	853,023	$	206,938
Denominator:
Basic weighted average ordinary shares outstanding		34,500,000		8,625,000		34,500,000		8,369,505
Diluted weighted average ordinary shares outstanding		34,500,000		8,625,000		34,500,000		8,625,000

Basic net income per ordinary share	$	0.11	$	0.11	$	0.02	$	0.02

Diluted net income per ordinary share	$	0.11	$	0.11	$	0.02	$	0.02

Schedule of computation of basic and diluted net loss per share in relation to the Class A Common Stock

The following table sets forth the computation of the basic and diluted net loss per share in relation to the Class A Common Stock:


	October 31,
	2021			2020
Net Loss	$	(29,507,327	)	$	(17,895,346	)
Basic and diluted shares
Weighted-average Class A Common Stock outstanding		22,067,245			20,636,737
Loss per share for Class A Common Stock
— Basic	$	(1.34	)	$	(0.87	)
— Diluted	$	(1.34	)	$	(0.87	)

The following table sets forth the computation of the basic and diluted net loss per share in relation to the Class A Common Stock:


	January 31,
	2021			2020
Net Loss	$	(26,127,496	)	$	(53,816,321	)

Basic and diluted shares
Weighted-average Class A Common Stock outstanding		20,719,085			7,495,071

Loss per share for Class A Common Stock
— Basic	$	(1.26	)	$	(7.18	)
— Diluted	$	(1.26	)	$	(7.18	)

Schedule of number of shares outstanding dilutive Class A Common Stock

The number of shares outstanding underlying the potential dilutive Class A Common Stock at October 31, 2021 and 2020 are as follows:


	October 31,
	2021		2020
Convertible Series C Preferred Stock		69,223,658		69,223,658
Common Stock Warrants		10,952,096		10,197,532
Stock Options		14,986,512		17,296,199
Restricted Stock Units		6,736,961		—

		101,899,227		96,717,389

The number of shares outstanding underlying the potential dilutive Class A Common Stock at January 31, 2021 and 2020 were summarized as below:


	January 31,
	2021		2020
Convertible Series C Preferred Stock		69,223,658		14,154,064
Common Stock Warrants		3,406,156		—
Stock Options		17,008,770		3,769,196

	89,638,584		17,923,260

Income Taxes (Tables) - Rigetti Holdings, Inc.

12 Months Ended

Jan. 31, 2021

Schedule of domestic and foreign components

The following table presents domestic and foreign components of loss before income taxes for the years ended January 31, 2021 and 2020:


	2021			2020
Domestic	$	(25,222,388	)	$	(53,088,950	)
Foreign		(905,108	)		(727,371	)

	$	(26,127,496	)	$	(53,816,321	)

Schedule of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred income tax assets and liabilities as of January 31, 2021 and 2020, are as follows:


Deferred Tax Assets:	2021			2020
Net operating loss carryforwards	$	38,650,103		$	36,165,188
Accruals and reserves		96,320			100,532
Stock-based compensation		278,581			189,254
Research and development credits		10,986			6,283

Gross deferred assets		39,035,990			36,461,257
Valuation allowance		(38,051,098	)		(35,711,205	)

Net Deferred Tax Assets		984,892			750,052
Deferred Tax Liabilities:
Property and equipment	$	(1,020,408	)		$ (740,321	)
Intangible assets		35,516			(9,731	)

Total Deferred Tax Liabilities		(984,892	)		(750,052	)

Total Net Deferred Tax Assets	$	—		$	—

Schedule of effective tax rate differs


	Year Ended January 31, 2021									Year Ended January 31, 2020
Component	Gross			Tax Effected			Rate Impact			Gross			Tax Effected			Rate Impact
Total pre-tax book income	$	(26,127,496	)	$	(5,486,531	)		22	%	$	(53,816,321	)	$	(11,218,494	)		21	%
State and local income taxes		(145,832	)		(115,207	)		0	%		(3,942,953	)		(3,114,933	)		5	%
Permanent differences		2,049,631			430,423			-2	%		8,081,437			1,697,102			-3	%
Rate differential		(26,194,435	)		(117,749	)		0	%		(53,174,838	)		209,245			0	%
Return to provision true up		2,949,170			2,949,170			-11	%		—			—			0	%
Change in valuation allowance		2,339,894			2,339,894			-9	%		12,427,880			12,427,880			-23	%

Total:				$	—			0	%				$	800			0	%

Schedule of adjustments to a related deferred tax asset


Beginning balance at 2/1/2020	$	4,672,209
Current year increase(decrease)		—
Prior year adjustment - increase(decrease)		—

Ending balance at 1/31/2021	$	4,672,209

Segments (Tables)

9 Months Ended

12 Months Ended

Oct. 31, 2021

Jan. 31, 2021

Revenue, Major Customer [Line Items]

Schedule of Revenue from Customers by Geographical Area

The following table presents a summary of revenue by geography for the nine months ended October 31, 2021 and 2020:


	Nine Months Ended October 31,
	2021		2020
United States	$	4,939,948	$	3,941,415
United Kingdom		2,000,033		161,745
Australia		—		21,003

	$	6,939,981	$	4,124,163

The following table presents a summary of revenue by geography for the years ended January 31, 2021 and 2020:


	2021		2020
United States	$	5,108,847	$	735,482
United Kingdom		412,747		—
Australia		21,004		—

	$	5,542,598	$	735,482

Equity Plans (Tables) - Rigetti Holdings [Member]

9 Months Ended

12 Months Ended

Oct. 31, 2021

Jan. 31, 2021

Schedule Of Stock Option Activity Related To Employees

A summary of activity related option grants to employees under the Plan as of October 31, 2021, and changes during the nine months ended October 31, 2021 are as follows:


	Number of Options			Weighted-Average Exercise Price		Average Remaining Contractual Term (In Years)
Outstanding—February 1, 2021		17,008,770		$	0.27		9.0
Granted		62,500		$	0.21
Exercised		(1,378,561	)	$	0.21
Forfeited		(706,197	)	$	0.21

Outstanding—October 31, 2021		14,986,512		$	0.28		9.0

Exercisable—October 31, 2021		7,649,364		$	0.31		7.8

A summary of activity related option grants to employees under the Plan as of January 31, 2021 and 2020, and changes during the years then ended is as follows:


	Number of Options			Weighted-Average Exercise Price		Average Remaining Contractual Term (In Years)
	Number of Options			Weighted-Average Exercise Price		Average Remaining Contractual Term (In Years)
Outstanding - February 1, 2020*		3,769,196		$	5.92		8.5
Granted		15,758,489		$	0.21
Exercised		(233,532	)	$	0.21
Forfeited		(2,285,383	)	$	1.15

Outstanding - January 31, 2021		17,008,770		$	0.27		9.0

Exercisable - January 31, 2021		6,204,716		$	0.31		8.7

Schedule Of Stock Based Compensation Expense

Stock-Based Compensation Expense

—Stock-based compensation for the nine months ended October 31, 2021 and 2020, was as follows:


	Nine Months Ended October 31,
	2021		2020
Research and development	$	836,037	$	1,064,273
General and administrative		663,534		1,638,356

Total Stock-Based Compensation Expense	$	1,499,571	$	2,702,629

Stock-Based Compensation Expense

—Stock-based compensation for the years ended January 31, 2021 and 2020, was as follows:


	2021		2020
Research and development	$	894,141	$	1,020,383
General and administrative		1,697,897		1,760,235

Total Stock-Based Compensation Expense	$	2,592,038	$	2,780,618

Schedule Of Shares Based Payment Award Fair Value Assumptions

The range of assumptions used in the Black-Scholes option-pricing model for options issued to employees during the nine months ended October 31, 2021 and 2020, are as follows:


	2021	2020
Expected volatility	41.2%-43.1%	60.0%
Weighted-average risk-free interest rate	0.3%-0.6%	1.4%-2.6%
Expected dividend yield	0%	0%
Expected term (in years)	5.0-6.3 years	5.0-6.3 years
Exercise price	$0.21	$7.09

The range of assumptions used in the Black-Scholes option-pricing model for options issued to employees during the years ended January 31, 2021 and 2020, are as follows:


	2021	2020
Expected volatility	41.2% - 43.1%	60.0%
Weighted-average risk-free interest rate	0.3% - 0.6%	1.4% - 2.6%
Expected dividend yield	0%	0%
Expected term (in years)	5.0 - 6.3 years	5.0 - 6.3 years
Exercise price	$ 0.21	$ 7.09

Description of Organization and Business Operations - Additional Information (Details) - USD ($)			9 Months Ended
	Mar. 04, 2021	Dec. 31, 2020	Sep. 30, 2021	Oct. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 31, 2021	Jan. 31, 2020
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Sale of units in initial public offering, less allocation to derivative warrant liabilities, shares		30,000,000
Stock issue price		$ 10.00
Proceeds received from initial public offering, gross			$ 345,000,000
Offering costs			$ 7,320,589
Exercise price of warrants		$ 11.50	$ 11.50
Percentage of fair market value of acquisition required, of net assets held in Trust Account		80.00%	80.00%
Minimum percentage of ownership required, post-transaction		50.00%	50.00%
Percentage of restricted redeeming shares		15.00%
Business combination completion period from closing date of initial public offering		24 months	24 months
Maximum per share value of residual assets available for distribution		$ 10.00	$ 10.00
Cash			$ 925,438
Working Capital			300,000
Retained earnings accumulated deficit	$ 23,890,642	$ 14,691	22,247,482		$ 26,912,297	$ 24,466,560
Rigetti Holdings [Member]
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Cash		308,707		$ 13,124,285			$ 22,202,388	$ 308,707
Ordinary shares, par value				$ 0.000001			$ 0.000001	$ 0.000001
Retained earnings accumulated deficit				$ 198,397,159			$ 168,889,832	$ 142,762,336
Sponsor [Member]
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Proceeds from issuance of warrants		8,000,000.0
Maximum
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Interest to pay dissolution expenses		$ 100,000	$ 100,000
Private Placement Warrants
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Number of warrants issued	4,450,000
Exercise price of warrants	$ 2.00
Proceeds from issuance of warrants	$ 8,900,000
Initial Public Offering
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Sale of units in initial public offering, less allocation to derivative warrant liabilities, shares	34,500,000
Stock issue price	$ 10.00
Proceeds received from initial public offering, gross	$ 345,000,000.0
Offering costs	19,500,000
Payment of deferred underwriting commissions	12,100,000
Initial Public Offering \| Private Placement Warrants
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Stock issue price			$ 10.00
Assets held in trust	$ 345,000,000.0
Over-Allotment Option
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Sale of units in initial public offering, less allocation to derivative warrant liabilities, shares	4,500,000	34,500,000
Over-Allotment Option \| Sponsor [Member]
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Number of warrants issued	4,450,000	4,000,000
Proceeds from issuance of warrants		$ 8,900,000
Class A Ordinary Shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Offering costs			$ 19,011,139
Exercise price of warrants		$ 11.50	$ 11.50
Temporary equity, shares subject to possible redemption price per share		10.00	10.00
Ordinary shares, par value		0.0001	$ 0.0001
Class A Ordinary Shares \| Initial Public Offering
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Sale of units in initial public offering, less allocation to derivative warrant liabilities, shares	34,500,000
Stock issue price	$ 10.00	10.00
Class A Ordinary Shares \| Over-Allotment Option
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Sale of units in initial public offering, less allocation to derivative warrant liabilities, shares	4,500,000
Public Shares
Description Of Organization Business Operations And Basis Of Presentation [Line Items]
Temporary equity, shares subject to possible redemption price per share		$ 10.00
Maximum net tangible assets for business combination		$ 5,000,001
Redemption percentage of shares in case of not completing business combination within combination period		100.00%

Summary of Significant Accounting Policies - Additional Information One (Details)				1 Months Ended	3 Months Ended		9 Months Ended			12 Months Ended
	Mar. 04, 2021 USD ($) shares	Jan. 31, 2021 USD ($) ReportingSegment	Dec. 31, 2020 USD ($) $ / shares shares	Jan. 31, 2020 USD ($)	Sep. 30, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) shares	Oct. 31, 2021 USD ($)	Sep. 30, 2021 USD ($) $ / shares shares	Oct. 31, 2020 USD ($)	Jan. 31, 2021 USD ($) OperatingSegment ReportingSegment	Dec. 31, 2020 USD ($) $ / shares shares	Jan. 31, 2020 USD ($)	Jul. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)	Jan. 31, 2019 $ / shares shares
Summary Of Significant Accounting Policies [Line Items]
Federal depository insurance coverage					$ 250,000			$ 250,000
Cash equivalents			$ 0		0			0			$ 0
Unrecognized tax benefits			0		0			0			0
Unrecognized tax benefits, accrued for interest and penalties			0		0			0			0
Class A ordinary shares subject to possible redemption	$ 345,000,000					$ 345,000,000								$ 345,000,000
Accumulated deficit	(23,890,642)		(14,691)		(22,247,482)	(24,466,560)		(22,247,482)			(14,691)			(26,912,297)
Additional paid-in capital			$ 24,137								$ 24,137
Class of warrant or right, Exercise price of warrants or rights \| $ / shares			$ 11.50		$ 11.50			$ 11.50			$ 11.50
Fair value adjustment of warrants					$ 5,230,000		$ 1,500,000	$ (2,745,750)
Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Number of reporting unit \| ReportingSegment		1
Goodwill, impairment loss										$ 0		$ 0
Fair value adjustment of warrants							$ 1,552,546		$ (8,913,532)
Capitalized contract cost, Judgment										The Company has elected to treat shipping and handling activities related to contracts with customers as fulfillment costs, and not as separate performance obligations, and accrues the related costs when the related revenue is recognized.
Revenue, Information used to allocate transaction price		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.
Revenue, Information used to assess variable consideration constraint		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.
Revenue, Judgment		Judgment is required to determine the standalone selling price for each renewal option to determine whether the renewal pricing is reflective of standalone selling price or is reflective of a discount that would provide the customer with a material right
Revenue, Performance obligation, Payment term		30 days
Revenue, Performance obligation, Description of returns and other similar obligations		The Company does not offer rights of return for its products and services in the normal course of business
Revenue, Performance obligation, Description of warranty										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.
Capitalized research and development costs		$ 0		$ 0						$ 0		0
Capitalized computer software, Net		$ 0		0						0		0
Impairment of long lived assets										$ 0		0
Number of operating segments \| OperatingSegment										1
Number of reporting segments \| ReportingSegment										1
Furniture and Fixtures [Member] \| Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, Estimated useful lives		three
IT Hardware [Member] \| Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, Estimated useful lives		three
Process Equipment [Member] \| Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, Estimated useful lives		seven
Quantum Computing Fridges [Member] \| Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, Estimated useful lives		ten
Series B Two Redeemable Convertible Preferred Stock [Member] \| Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Class of warrant or right, Number of securities called by a warrant \| shares															14,958
Defined contribution plan, Employer discretionary contribution amount												0
Series B Two Redeemable Convertible Preferred Stock Warrant [Member] \| Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Warrants and rights outstanding, term															10 years
Class of warrant or right, Exercise price of warrants or rights \| $ / shares															$ 0.000001
Warrants and rights outstanding				122,000								$ 122,000
Fair value adjustment of warrants				$ 0
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| Four Customers [Member] \| Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage												82.00%
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| Three Customers [Member] \| Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage										78.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Four Customers [Member] \| Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage												97.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| One Customer [Member] \| Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage										87.00%
Four Hundred And One K Defined Contribution Plan [Member] \| Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Defined contribution plan, Employer discretionary contribution amount										$ 0
Revision of Prior Period, Adjustment [Member]
Summary Of Significant Accounting Policies [Line Items]
Class A ordinary shares subject to possible redemption	28,889,780					29,465,700								31,911,440
Accumulated deficit	(23,346,376)					(23,292,752)							$ (436,682)	(23,292,752)
Additional paid-in capital	$ (5,543,115)					$ (6,172,654)								$ (8,618,370)
As Reclassified [Member] \| General and Administrative Expense [Member] \| Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Research and development expense										3,133,808		$ 5,531,056
Selling and marketing expense										$ 1,040,831		$ 1,802,274
ASU 2020-06
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]														true
Change in accounting principle, accounting standards update, adoption date					Jan. 01, 2021			Jan. 01, 2021
Change in accounting principle, accounting standards update, immaterial Effect [true false]														true
Initial Public Offering and Private Placement
Summary Of Significant Accounting Policies [Line Items]
Number of shares purchased in calculation of diluted loss per share \| shares								13,075,000
IPO [Member] \| Revision of Prior Period, Adjustment [Member]
Summary Of Significant Accounting Policies [Line Items]
Maximum net tangible assets requirement threshold					$ 5,000,001			$ 5,000,001
Class A ordinary shares subject to possible redemption					28,900,000			28,900,000
Accumulated deficit					23,300,000			$ 23,300,000
Reclassification of permanent equity to temporary equity \| shares								2,888,978
Additional paid-in capital					5,500,000			$ 5,500,000
Class A Ordinary Shares
Summary Of Significant Accounting Policies [Line Items]
Ordinary shares subject to possible redemption \| shares						0		345,000,000			0
Class A ordinary shares subject to possible redemption					$ 345,000,000			$ 345,000,000
Class of warrant or right, Number of securities called by a warrant \| shares			1		1			1			1
Class of warrant or right, Exercise price of warrants or rights \| $ / shares			$ 11.50		$ 11.50			$ 11.50			$ 11.50
Common Class B [Member] \| Over-Allotment Option [Member]
Summary Of Significant Accounting Policies [Line Items]
Underwriter options exercised \| shares	1,125,000							1,125,000
Maximum [Member] \| Common Class B [Member] \| Over-Allotment Option [Member]
Summary Of Significant Accounting Policies [Line Items]
Shares forfeited \| shares			1,125,000
Minimum [Member] \| Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Recognized income tax positions measurement amount as a percentage of being realized		50.00%								50.00%
Minimum [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Rigetti Holdings [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage										10.00%		10.00%

Summary Of Significant Accounting Policies - Additional Information (Details) - Rigetti Holdings, Inc.	9 Months Ended		12 Months Ended
	Oct. 31, 2021 OperatingSegment ReportingSegment	Oct. 31, 2020	Jan. 31, 2021
Accounting Policies [Line Items]
Number of operating segments \| OperatingSegment	1
Number of reporting segments \| ReportingSegment	1
Revenue Benchmark [Member] \| Minimum [Member] \| Customer Concentration Risk [Member]
Accounting Policies [Line Items]
Concentration risk percentage	10.00%
Revenue Benchmark [Member] \| Minimum [Member] \| Customer Concentration Risk [Member] \| Three Customers [Member]
Accounting Policies [Line Items]
Concentration risk percentage		78.00%
Accounts Receivable [Member] \| Minimum [Member] \| Customer Concentration Risk [Member]
Accounting Policies [Line Items]
Concentration risk percentage			10.00%
Accounts Receivable [Member] \| Minimum [Member] \| Customer Concentration Risk [Member] \| One Customer [Member]
Accounting Policies [Line Items]
Concentration risk percentage	99.00%		87.00%
Accounts Receivable [Member] \| Minimum [Member] \| Customer Concentration Risk [Member] \| Three Customers [Member]
Accounting Policies [Line Items]
Concentration risk percentage	99.00%

Summary of Significant Accounting Policies - Summary Of Previously Reported Unaudited Condensed Balance Sheet (Details) - USD ($)

Sep. 30, 2021

Jul. 31, 2021

Jun. 30, 2021

Mar. 31, 2021

Mar. 04, 2021

Dec. 31, 2020

Dec. 21, 2020

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 346,283,633

$ 346,622,172

$ 346,801,623

$ 346,880,911

$ 43,309

Class A ordinary shares subject to possible redemption

23,530,252

28,533,605

26,267,320

25,770,690

33,000

345,000,000

863

24,137

(22,247,482)

(26,912,297)

(24,466,560)

(23,890,642)

(14,691)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity

(22,246,619)

(26,911,434)

(24,465,697)

(23,889,779)

10,309

$ 0

346,283,633

346,622,172

346,801,623

346,880,911

43,309

Class A Ordinary Shares

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Class A ordinary shares subject to possible redemption

345,000,000

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Class B Ordinary Shares

863

^[1],[2]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 863

863

$ 863

$ 0

As Reported

$ 53,575,458

346,622,172

346,801,623

346,880,911

Class A ordinary shares subject to possible redemption

24,731,695

28,533,605

26,267,320

25,770,690

313,088,560

315,534,300

316,110,220

8,618,370

6,172,654

5,543,115

(187,370,442)

(3,619,545)

(1,173,808)

(544,266)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity

(52,679,378)

5,000,007

5,000,003

5,000,001

53,575,458

346,622,172

346,801,623

346,880,911

As Reported | Class A Ordinary Shares

Error Corrections and Prior Period Adjustments Restatement [Line Items]

As Reported | Class B Ordinary Shares

319

294

289

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

863

Adjustment

555,977

Class A ordinary shares subject to possible redemption

992,659

31,911,440

29,465,700

28,889,780

(8,618,370)

(6,172,654)

(5,543,115)

(436,682)

(23,292,752)

(23,346,376)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity

(436,682)

(31,911,441)

(29,465,700)

(28,889,780)

$ 555,977

Adjustment | Class A Ordinary Shares

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items]

$ (319)

$ (294)

$ (289)

[1]

[2]

This number includes up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. (Note 4).

Summary of Significant Accounting Policies - Summary Of Previously Reported Unaudited Condensed Statement of Cash Flows (Details) - USD ($)		1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended
	Dec. 31, 2020	Jul. 31, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cash Flow from Operating Activities	$ 0		$ (476,570)	$ (565,125)	$ (653,973)
Cash Flows from Investing Activities			(345,000,000)	(345,000,000)	(345,000,000)
Cash Flows from Financing Activities			346,861,861	346,796,412	346,579,411
Supplemental Cash Flow Information [Abstract]
Offering costs included in accrued expenses	$ 33,000		302,000	302,000	85,000
Offering costs included in accounts payable			65,450
Deferred underwriting commissions in connection with the initial public offering			12,075,000	12,075,000	$ 12,075,000
Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Cash Flow from Operating Activities		$ (18,480,610)	(476,570)	(565,125)
Cash Flows from Investing Activities			(345,000,000)	(345,000,000)
Cash Flows from Financing Activities			346,861,861	346,796,412
Supplemental Cash Flow Information [Abstract]
Offering costs included in accrued expenses			302,000	302,000
Offering costs included in accounts payable			65,450
Deferred underwriting commissions in connection with the initial public offering			12,075,000	12,075,000
Initial value of Class A ordinary shares subject to possible redemption			316,110,220	316,110,220
Change in value of Class A ordinary shares subject to possible redemption			(575,920)	(3,021,660)
Revision of Prior Period, Adjustment [Member]
Supplemental Cash Flow Information [Abstract]
Initial value of Class A ordinary shares subject to possible redemption			(316,110,220)	(316,110,220)
Change in value of Class A ordinary shares subject to possible redemption			$ 575,920	$ 3,021,660

Summary of Significant Accounting Policies - Summary of Impact to Reported Amounts of Weighted Average Shares Outstanding and Basic and Diluted Earnings per Ordinary Share (Details) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

Dec. 31, 2020

Jul. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Jun. 30, 2021

Sep. 30, 2021

$ (14,691)

$ 4,664,815

$ (2,445,737)

$ (1,159,117)

$ 1,059,961

^[1],[2]

7,500,000

Class A ordinary shares (Redeemable) [Member]

$ 0.00

Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items]

$ (2,445,737)

$ (1,159,117)

$ (3,604,854)

34,500,000

Class B Ordinary Shares (Non Redeemable) [Member]

$ (0.06)

$ (0.03)

$ (0.08)

Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items]

$ (2,445,737)

$ (1,159,117)

$ (3,604,854)

8,625,000

7,850,000

8,239,641

Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items]

$ (0.06)

$ (0.03)

$ (0.08)

As Reported

$ (18,480,610)

As Reported | Class A ordinary shares (Redeemable) [Member]

$ (0.85)

Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items]

$ (2,445,737)

$ (1,159,117)

$ (3,604,854)

31,550,742

31,608,965

31,564,442

As Reported | Class B Ordinary Shares (Non Redeemable) [Member]

$ 0.00

Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items]

$ (2,445,737)

$ (1,159,117)

$ (3,604,854)

11,574,258

8,749,433

10,169,649

Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items]

$ (0.21)

$ (0.13)

$ (0.36)

Adjustment

$ (436,682)

Adjustment | Class A ordinary shares (Redeemable) [Member]

$ (0.02)

Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items]

2,949,258

2,891,035

2,935,558

Adjustment | Class B Ordinary Shares (Non Redeemable) [Member]

$ (0.06)

$ (0.03)

$ (0.08)

Error Corrections And Prior Period Adjustments Of Financial Statement Restatement [Line Items]

(2,949,258)

(899,433)

(1,930,008)

$ 0.15

$ 0.10

$ 0.28

[1]

[2]

This number excludes up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. (Note 4.)

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

Summary Of Significant Accounting Policies -Summary of Reconciliation of Cash and Restricted Cash (Details) - USD ($)	Oct. 31, 2021	Sep. 30, 2021	Jan. 31, 2021	Dec. 31, 2020	Jan. 31, 2020
Accounting Policies [Line Items]
Cash		$ 925,438
Rigetti Holdings [Member]
Accounting Policies [Line Items]
Cash	$ 13,124,285		$ 22,202,388	$ 308,707	$ 308,707
Restricted cash	317,134		317,134	317,134	$ 317,134
Total cash and restricted cash	$ 13,441,419		$ 22,519,522	$ 625,841

Summary Of Significant Accounting Policies - Summary of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($)		3 Months Ended			9 Months Ended			12 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Oct. 31, 2021	Sep. 30, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Accounting Policies [Line Items]
Net loss	$ (14,691)	$ 4,664,815	$ (2,445,737)	$ (1,159,117)		$ 1,059,961
Common Class A [Member]
Accounting Policies [Line Items]
Weighted-average Class A Common Stock outstanding		34,500,000				34,500,000
Basic		$ 0.11				$ 0.02
Diluted		$ 0.11				$ 0.02
Rigetti Holdings Inc [Member]
Accounting Policies [Line Items]
Net loss					$ (29,507,327)		$ (17,895,346)	$ (26,127,496)	$ (53,816,321)
Rigetti Holdings Inc [Member] \| Common Class A [Member]
Accounting Policies [Line Items]
Weighted-average Class A Common Stock outstanding					22,067,245		20,636,737
Basic					$ (1.34)		$ (0.87)
Diluted					$ (1.34)		$ (0.87)

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

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

Summary Of Significant Accounting Policies - Summary of Number of Shares Outstanding Underlying the Potential Dilutive Class A Common Stock (Details) - Rigetti Holdings, Inc. - shares	9 Months Ended		12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Accounting Policies [Line Items]
Antidilutive securities excluded from the computation of earnings per share	101,899,227	96,717,389	89,638,584	17,923,260
Convertible Series C Preferred Stock
Accounting Policies [Line Items]
Antidilutive securities excluded from the computation of earnings per share	69,223,658	69,223,658	69,223,658	14,154,064
Common Stock Warrants
Accounting Policies [Line Items]
Antidilutive securities excluded from the computation of earnings per share	10,952,096	10,197,532	3,406,156	0
Stock Options
Accounting Policies [Line Items]
Antidilutive securities excluded from the computation of earnings per share	14,986,512	17,296,199	17,008,770	3,769,196
Restricted Stock Units
Accounting Policies [Line Items]
Antidilutive securities excluded from the computation of earnings per share	6,736,961	0

Summary Of Significant Accounting Policies -Summary of Number of Shares Outstanding Underlying the Potential Dilutive Class B Common Stock (Details) - shares	Oct. 31, 2021	Dec. 31, 2020
Rigetti Holdings, Inc. \| Convertible Series C-1 Preferred Stock
Accounting Policies [Line Items]
Convertible Series C-1 Preferred Stock	29,502,847	29,502,847

Summary Of Significant Accounting Policies - Summary of Customers Accounting for 10% or More of the Company's Revenue (Details) - Rigetti Holdings [Member] - Customer Concentration Risk [Member] - Revenue Benchmark [Member]	9 Months Ended		12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Customer A [Member]
Accounting Policies [Line Items]
Concentration risk percentage	29.00%		32.00%	16.00%
Customer B [Member]
Accounting Policies [Line Items]
Concentration risk percentage	19.00%	30.00%	31.00%
Customer C [Member]
Accounting Policies [Line Items]
Concentration risk percentage	19.00%		15.00%	32.00%
Customer D [Member]
Accounting Policies [Line Items]
Concentration risk percentage	18.00%	34.00%		24.00%
Customer E [Member]
Accounting Policies [Line Items]
Concentration risk percentage	14.00%	15.00%		10.00%

Summary of Significant Accounting Policies - Summary of Customers Accounting for 10% or More of the Company's Revenue (Parentheticals) (Detail) - Rigetti Holdings [Member] - Customer Concentration Risk [Member] - Revenue Benchmark [Member]	9 Months Ended	12 Months Ended
	Oct. 31, 2021	Jan. 31, 2021	Jan. 31, 2020
Customer A [Member]
Accounting Policies [Line Items]
Concentration risk percentage	29.00%	32.00%	16.00%
Customer A [Member] \| Maximum [Member]
Accounting Policies [Line Items]
Concentration risk percentage		10.00%
Customer C [Member]
Accounting Policies [Line Items]
Concentration risk percentage	19.00%	15.00%	32.00%
Customer C [Member] \| Maximum [Member]
Accounting Policies [Line Items]
Concentration risk percentage			10.00%

Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income Per Share for Each Class of Ordinary Shares (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Class A Ordinary Shares
Numerator: Earnings allocable to ordinary shares subject to possible redemption
Allocation of net income	$ 3,731,852	$ 853,023
Denominator: Weighted average Class A ordinary shares subject to possible redemption
Basic weighted average shares outstanding	34,500,000	34,500,000
Diluted weighted average shares outstanding	34,500,000	34,500,000
Basic net income per ordinary share	$ 0.11	$ 0.02
Duilted net income per ordinary share	$ 0.11	$ 0.02
Class B Ordinary Shares
Numerator: Earnings allocable to ordinary shares subject to possible redemption
Allocation of net income	$ 932,963	$ 206,938
Denominator: Weighted average Class A ordinary shares subject to possible redemption
Basic weighted average shares outstanding	8,625,000	8,369,505
Diluted weighted average shares outstanding	8,625,000	8,625,000
Basic net income per ordinary share	$ 0.11	$ 0.02
Duilted net income per ordinary share	$ 0.11	$ 0.02

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

Initial Public Offering - Additional Information (Details) - USD ($)			9 Months Ended
	Mar. 04, 2021	Dec. 31, 2020	Sep. 30, 2021
Subsidiary Sale Of Stock [Line Items]
Number of shares issued		30,000,000
Stock issue price		$ 10.00
Gross proceeds received from initial public offering			$ 345,000,000
Offering costs			$ 7,320,589
Description of public warrant		Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).	Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).
Exercise price of warrants		$ 11.50	$ 11.50
Class A Ordinary Shares
Subsidiary Sale Of Stock [Line Items]
Offering costs			$ 19,011,139
Warrant exercisable number of shares		1	1
Exercise price of warrants		$ 11.50	$ 11.50
Initial Public Offering
Subsidiary Sale Of Stock [Line Items]
Number of shares issued	34,500,000
Stock issue price	$ 10.00
Gross proceeds received from initial public offering	$ 345,000,000.0
Offering costs	19,500,000
Payment of deferred underwriting commissions	$ 12,100,000
Initial Public Offering \| Class A Ordinary Shares
Subsidiary Sale Of Stock [Line Items]
Number of shares issued	34,500,000
Stock issue price	$ 10.00	$ 10.00
Over-Allotment Units
Subsidiary Sale Of Stock [Line Items]
Number of shares issued	4,500,000	34,500,000
Over-Allotment Units \| Class A Ordinary Shares
Subsidiary Sale Of Stock [Line Items]
Number of shares issued	4,500,000

Revenue Recognition - disaggregation of revenue according to the type of good or service and timing of transfer of goods or services (Detail) - Rigetti Holdings [Member] - USD ($)	9 Months Ended		12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	$ 6,939,981	$ 4,124,163	$ 5,542,598	$ 735,482
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	0	0	243,000	47,500
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	6,939,981	4,124,163	5,299,598	687,982
Development Contract And Services [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	5,029,105	2,534,915	2,919,507	479,653
QCAAS [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	$ 1,910,876	$ 1,589,248	2,380,091	208,329
Quantum Computing Components [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue			$ 243,000	$ 47,500

Amount, excluding 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.

Reference 1: 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
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Revenue Recognition - Schedule of condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities (Detail) - Rigetti Holdings [Member] - USD ($)	Oct. 31, 2021	Jan. 31, 2021	Jan. 31, 2020
Contract With Customer Asset And Liability [Line Items]
Trade receivables, net	$ 1,274,181	$ 327,301	$ 165,225
Unbilled receivables	195,376	152,073	23,750
Deferred revenue—current	$ (630,993)	(491,827)	(1,850,482)
Deferred revenue - non-current		$ 0	$ (301,201)

Revenue Recognition - Schedule of Changes in deferred revenue from contracts with customers were as follows (Detail) - Rigetti Holdings [Member] - USD ($)	9 Months Ended	12 Months Ended
	Oct. 31, 2021	Jan. 31, 2021	Jan. 31, 2020
Disclosure Of Change In Contract Liability With Customers [Line Items]
Balance at beginning of period	$ (491,827)	$ (2,151,683)	$ (339,536)
Deferral of revenue	(5,488,426)	(364,545)	(2,062,773)
Recognition of deferred revenue	5,349,260	2,024,401	250,626
Balance at end of period	$ (630,993)	$ (491,827)	$ (2,151,683)

Revenue Recognition - Schedule of Changes in deferred revenue from contracts with customers were as follows (Parenthetical) (Detail) - Rigetti Holdings [Member] - USD ($)	Oct. 31, 2021	Jan. 31, 2021
Revenue remaining performance obligation amount	$ 4,154,856	$ 7,097,948
Remainder Of Year Ended Thirty First January Two Thousand And Twenty Two [Member]
Revenue remaining performance obligation amount	836,200	5,385,980
Year Ended Thirty First Of January Two Thousand And Twenty Three [Member]
Revenue remaining performance obligation amount	$ 3,318,656	1,061,538
Year Ended Thirty First Of January Two Thousand And Twenty Four [Member]
Revenue remaining performance obligation amount		$ 650,430

Property and Equipment, Net - Summary of Property and Equipment (Details) - Rigetti Holdings [Member] - USD ($)	Oct. 31, 2021	Jan. 31, 2021	Jan. 31, 2020
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 40,282,681	$ 34,322,130	$ 29,921,698
Less: Accumulated depreciation	(17,886,263)	(14,181,258)	(9,881,995)
Property and equipment—net	22,396,418	20,140,872	20,039,703
Quantum computing fridges [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	16,792,691	14,251,579	13,009,936
Process equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	15,565,055	12,747,756	10,705,887
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	4,253,506	4,077,646	3,063,322
IT Hardware [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	2,425,361	1,999,082	1,896,486
Furniture and other assets [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 1,246,068	$ 1,246,067	$ 1,246,067

Property and Equipment, Net - Additional Information (Details) - Rigetti Holdings, Inc. - USD ($)	9 Months Ended		12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Property, Plant and Equipment [Line Items]
Depreciation	$ 3,705,006	$ 3,184,045	$ 4,299,263	$ 3,941,859
UNITED STATES
Property, Plant and Equipment [Line Items]
Total gross property and equipment	98.00%	100.00%
UNITED KINGDOM
Property, Plant and Equipment [Line Items]
Total gross property and equipment	2.00%

Business Combination - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - Rigetti Holdings, Inc. - USD ($)	Oct. 31, 2021	Jan. 31, 2021	Jan. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 5,377,255	$ 5,377,255	$ 5,377,255
QX Branch [Member]
Business Acquisition [Line Items]
Cash		149,484
Accounts receivable		96,279
Other current assets		20,910
Goodwill		5,377,255
Accounts payable		(8,842)
Accrued expenses and other current liabilities		(62,632)
Total		$ 5,572,454

Business Combination - Additional Information (Details) - Rigetti Holdings, Inc. - QX Branch [Member] - USD ($)		12 Months Ended
	Jul. 29, 2019	Jan. 31, 2021
Business Acquisition [Line Items]
Business combination consideration transferred equity interests issued and issuable	$ 5,572,454
Business combination contingent consideration payable current	$ 569,196
Business combination period over which the goodwill is deductible	15 years
Business combination acquistion costs incurred and expensed		$ 10,409

Redeemable Convertible Preferred Stock - Additional Information (Details) - Rigetti Holdings [Member]	1 Months Ended		9 Months Ended	12 Months Ended
	Jan. 31, 2021 USD ($) Member $ / shares shares	Feb. 29, 2020 shares	Oct. 31, 2020 USD ($) shares	Oct. 31, 2021 USD ($)	Jan. 31, 2021 USD ($) Member $ / shares shares	Jan. 31, 2020 $ / shares
Temporary Equity [Line Items]
Proceeds from the issuance of redeemable convertible preferred stock \| $			$ 54,022,876
Number of directors entitiled to be elected by the holders of redeemable convertible preferred stock \| Member	3				3
Forecast [Member]
Temporary Equity [Line Items]
Proceeds From Equity Financing \| $				$ 50,000,000
Warrants To Purchase Series C Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Derivative liabilities at fair value \| $	$ 1,236,600				$ 1,236,600
Series C Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Temporary equity stock shares issued during the period new issues			59,575,811
Temporary Equity Dividend Per Share \| $ / shares					$ 0.054408	$ 0.054408
Temporary equity liquidation preference per share \| $ / shares	$ 0.906793				0.906793	0.906793
Temporary Equity Issue Price Per Share \| $ / shares	0.906793				0.906793	0.906793
Temporary Equity Conversion Price Per Share \| $ / shares	$ 7.254344				7.254344
Series C Redeemable Convertible Preferred Stock [Member] \| Conversion Of Simple Agreements For Future Equity [Member]
Temporary Equity [Line Items]
Temporary equity stock shares issued during the period new issues	9,647,847
Series C One Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Temporary Equity Dividend Per Share \| $ / shares					0.054408	0.054408
Temporary equity liquidation preference per share \| $ / shares	$ 0.906793				$ 0.906793	0.906793
Temporary Equity Conversion Price Per Share \| $ / shares						$ 7.254344
Series C One Redeemable Convertible Preferred Stock [Member] \| Participation In The Preferred C Stock Financing [Member]
Temporary Equity [Line Items]
Temporary equity stock shares issued during the period new issues			11,415,620
Series C One Redeemable Convertible Preferred Stock [Member] \| Conversion Of Convertible Notes And Simple Agreements For Future Equity [Member]
Temporary Equity [Line Items]
Temporary equity stock shares issued during the period new issues			18,087,227
Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Relcassification of temporary equity to permanent equity shares		3,538,484
Temporary equity stock shares issued during the period new issues					59,575,811
Redeemable Convertible Preferred Stock [Member] \| Conversion Of Simple Agreements For Future Equity [Member]
Temporary Equity [Line Items]
Temporary equity stock shares issued during the period new issues			1,603,204
Redeemable Convertible Preferred Stock [Member] \| Series C Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Temporary equity stock shares issued during the period new issues			59,575,811
Redeemable Convertible Preferred Stock [Member] \| Series C One Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Temporary equity stock shares issued during the period new issues			11,415,620
Redeemable Convertible Preferred Stock [Member] \| Series C One Redeemable Convertible Preferred Stock [Member] \| Conversion Of Simple Agreements For Future Equity [Member]
Temporary Equity [Line Items]
Temporary equity stock shares issued during the period new issues			1,603,204

Common Stock - Additional Information (Details) - USD ($)	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Oct. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Feb. 28, 2020	Jan. 31, 2019
Class of Stock [Line Items]
Class of warrants or rights exercise price per share				$ 11.50	$ 11.50
Rigetti Holdings [Member]
Class of Stock [Line Items]
Common stock shares authorized	170,333,338	25,400,000	170,333,338			140,830,491
Adjustment to additional paid in capital warrants issued	$ 1,236,600	$ 1,236,600
Proceeds from warrant excercises	$ 14,980
Warrants To Purchase Class A Common Stock [Member] \| Rigetti Holdings [Member]
Class of Stock [Line Items]
Class of warrants or rights excercised during the period units	70,000
Stock shares issued during the period on exercise of warrants	70,000
Series C Redeemable Convertible Preferred Stock \| Warrants To Purchase Class A Common Stock [Member] \| Rigetti Holdings [Member]
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period units		6,668,714
Class of warrants or rights term		10 years
Class of warrants or rights exercise price per share		$ 0.01
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized				500,000,000	500,000,000
Class of warrants or rights exercise price per share				$ 11.50	$ 11.50
Common Class A [Member] \| Rigetti Holdings [Member]
Class of Stock [Line Items]
Common stock shares authorized						29,502,847
Common stock shares voting rights	one vote	one vote
Common Class A [Member] \| QX Branch [Member] \| Rigetti Holdings [Member]
Class of Stock [Line Items]
Stock released from escrow shares		147,271
Common Class A [Member] \| Customer Warrants [Member] \| Rigetti Holdings [Member]
Class of Stock [Line Items]
Class of warrants or rights term	10 years
Class of warrants or rights exercise price per share	$ 0.9067
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		3,406,156
Derivative liabilities at fair value							$ 154,330
Deferred asset reduction of revenue	$ 53,436
Deferred assets in connection with warrants issued to customer	$ 100,893
Common Class A [Member] \| Customer Warrants [Member] \| Rigetti Holdings [Member] \| Maximum [Member]
Class of Stock [Line Items]
Class of warrants or rights vesting percentage	100.00%
Common Class A [Member] \| Customer Warrants [Member] \| Rigetti Holdings [Member] \| Minimum [Member]
Class of Stock [Line Items]
Class of warrants or rights vesting percentage	50.00%
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares authorized				50,000,000	50,000,000
Common Class B [Member] \| Rigetti Holdings [Member]
Class of Stock [Line Items]
Common stock shares authorized								25,400,000

Common Stock - Summary of vesting status of the Customer Warrant (Detail) - shares	Oct. 31, 2021	Jan. 31, 2021	Dec. 31, 2020
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding			0
Rigetti Holdings [Member]
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding	995,099	3,406,156
Rigetti Holdings [Member] \| Vested Customer Warrants [Member]
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding		1,021,845
Rigetti Holdings [Member] \| Unvested Customer Warrants [Member]
Disclosure Of Vesting Status Of Warrants [Line Items]
Warrants outstanding		2,384,311

Common Stock - Summary of common stock shares reserved for future issuance (Detail) - Rigetti Holdings [Member]	Jan. 31, 2021 shares
Common Class A [Member]
Common Stock Shares Reserved For Future Issuance [Line Items]
Common stock, capital shares reserved for future issuance	107,517,073
Common Class A [Member] \| Series C Preferred Stock
Common Stock Shares Reserved For Future Issuance [Line Items]
Common stock, capital shares reserved for future issuance	69,223,658
Common Class A [Member] \| Series C-1 Preferred Stock
Common Stock Shares Reserved For Future Issuance [Line Items]
Common stock, capital shares reserved for future issuance	0
Common Class A [Member] \| Common Stock Warrants
Common Stock Shares Reserved For Future Issuance [Line Items]
Common stock, capital shares reserved for future issuance	10,127,532
Common Class A [Member] \| Stock-based Awards Outstanding
Common Stock Shares Reserved For Future Issuance [Line Items]
Common stock, capital shares reserved for future issuance	17,015,965
Common Class A [Member] \| Stock-Based Awards Available for Future Grant
Common Stock Shares Reserved For Future Issuance [Line Items]
Common stock, capital shares reserved for future issuance	11,149,918
Common Class B [Member]
Common Stock Shares Reserved For Future Issuance [Line Items]
Common stock, capital shares reserved for future issuance	3,687,836
Common Class B [Member] \| Series C Preferred Stock
Common Stock Shares Reserved For Future Issuance [Line Items]
Common stock, capital shares reserved for future issuance	0
Common Class B [Member] \| Series C-1 Preferred Stock
Common Stock Shares Reserved For Future Issuance [Line Items]
Common stock, capital shares reserved for future issuance	3,687,836
Common Class B [Member] \| Common Stock Warrants
Common Stock Shares Reserved For Future Issuance [Line Items]
Common stock, capital shares reserved for future issuance	0
Common Class B [Member] \| Stock-based Awards Outstanding
Common Stock Shares Reserved For Future Issuance [Line Items]
Common stock, capital shares reserved for future issuance	0
Common Class B [Member] \| Stock-Based Awards Available for Future Grant
Common Stock Shares Reserved For Future Issuance [Line Items]
Common stock, capital shares reserved for future issuance	0

Related Party Transactions - Additional Information (Details)						3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 04, 2021 USD ($) shares	Mar. 01, 2021 shares	Jan. 14, 2021 shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 22, 2020 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Sep. 30, 2021 USD ($) $ / shares shares	Jan. 31, 2021 USD ($)	Jan. 31, 2020 USD ($)	Feb. 22, 2021 Director shares
Related Party Transaction [Line Items]
Issuance of common stock to Sponsor, value \| $						$ 4,405,500
Issuance of common stock to sponsor, shares				30,000,000
Revenue from Related Parties \| $								$ 0	$ 173,359
Exercise price of warrants \| $ / shares				$ 11.50			$ 11.50
Working Capital Loans
Related Party Transaction [Line Items]
Exercise price of warrants \| $ / shares							$ 2.00
Borrowing outstanding \| $				$ 0			$ 0
Working Capital Loans \| Warrants
Related Party Transaction [Line Items]
Debt conversion converted instrument amount \| $							$ 1,500,000
Over-Allotment Option
Related Party Transaction [Line Items]
Issuance of common stock to sponsor, shares	4,500,000			34,500,000
Private Placement Warrants
Related Party Transaction [Line Items]
Period to issue warrant after completion of initial business combination				30 days			30 days
Initial Public Offering
Related Party Transaction [Line Items]
Issuance of common stock to sponsor, shares	34,500,000
Founder
Related Party Transaction [Line Items]
Sale of stock, description of transaction				(i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup.			(i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup.
Founder \| Minimum [Member]
Related Party Transaction [Line Items]
Sale of stock, required price per share \| $ / shares				$ 12.00			$ 12.00
Sponsor
Related Party Transaction [Line Items]
Proceeds from issuance of warrants \| $				$ 8,000,000.0
Sponsor \| Over-Allotment Option
Related Party Transaction [Line Items]
Number of warrants issued	4,450,000			4,000,000
Proceeds from issuance of warrants \| $				$ 8,900,000
Sponsor \| Private Placement Warrants
Related Party Transaction [Line Items]
Number of warrants issued							4,450,000
Warrants price \| $ / shares							$ 2.00
Proceeds from issuance of warrants \| $							$ 8,900,000
Exercise price of warrants \| $ / shares				$ 11.50			$ 11.50
Sponsor \| Initial Public Offering \| Note
Related Party Transaction [Line Items]
Note payable - related party \| $	$ 275,000			$ 125,000
Repaid of related party debt \| $	$ 275,000
Sponsor \| Initial Public Offering \| Maximum \| Note
Related Party Transaction [Line Items]
Debt face amount \| $					$ 300,000
Class B Ordinary Shares
Related Party Transaction [Line Items]
Ordinary shares, par value \| $ / shares				$ 0.0001			$ 0.0001
Ordinary shares, outstanding	8,625,000	8,625,000	7,187,500	8,625,000			8,625,000
Transferred common stock from sponsor to director nominees				8,625,000			8,625,000
Class B Ordinary Shares \| Over-Allotment Option
Related Party Transaction [Line Items]
Ownership percentage on common stock issued and outstanding	20.00%
Underwriter options exercised	1,125,000						1,125,000
Class B Ordinary Shares \| Over-Allotment Option \| Maximum
Related Party Transaction [Line Items]
Shares forfeited				1,125,000
Class B Ordinary Shares \| Founder
Related Party Transaction [Line Items]
Ordinary shares, outstanding		8,625,000	7,187,500
Share dividend		34,500
Ownership percentage on common stock issued and outstanding			20.00%
Class B Ordinary Shares \| Founder \| Over-Allotment Option
Related Party Transaction [Line Items]
Underwriter options exercised	1,125,000
Class B Ordinary Shares \| Founder \| Over-Allotment Option \| Maximum
Related Party Transaction [Line Items]
Shares forfeited			1,125,000
Class B Ordinary Shares \| Sponsor \| Founder
Related Party Transaction [Line Items]
Issuance of common stock to Sponsor, value \| $					$ 25,000
Issuance of common stock to sponsor, shares					5,750,000
Ordinary shares, par value \| $ / shares					$ 0.0001
Transferred common stock from sponsor to director nominees										28,750
Number of independent director nominees \| Director										5
Class B Ordinary Shares \| Sponsor \| Director [Member]
Related Party Transaction [Line Items]
Number of independent director nominees \| Director										6
Class A Ordinary Shares
Related Party Transaction [Line Items]
Ordinary shares, par value \| $ / shares				$ 0.0001			$ 0.0001
Ordinary shares, outstanding				0
Transferred common stock from sponsor to director nominees				0
Warrant exercisable number of shares				1			1
Exercise price of warrants \| $ / shares				$ 11.50			$ 11.50
Class A Ordinary Shares \| Over-Allotment Option
Related Party Transaction [Line Items]
Issuance of common stock to sponsor, shares	4,500,000
Class A Ordinary Shares \| Initial Public Offering
Related Party Transaction [Line Items]
Issuance of common stock to sponsor, shares	34,500,000
Class A Ordinary Shares \| Sponsor \| Private Placement Warrants
Related Party Transaction [Line Items]
Warrant exercisable number of shares				1			1

Supplemental Financial Statements Information - Summary of Property and Equipment (Details) - Rigetti Holdings, Inc. - USD ($)	Oct. 31, 2021	Jan. 31, 2021	Jan. 31, 2020
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 40,282,681	$ 34,322,130	$ 29,921,698
Less: Accumulated depreciation	(17,886,263)	(14,181,258)	(9,881,995)
Property and equipment, net	22,396,418	20,140,872	20,039,703
Quantum computing fridges [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	16,792,691	14,251,579	13,009,936
Process equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	15,565,055	12,747,756	10,705,887
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	4,253,506	4,077,646	3,063,322
IT Hardware [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	2,425,361	1,999,082	1,896,486
Furniture and other assets [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 1,246,068	$ 1,246,067	$ 1,246,067

Supplemental Financial Statements Information - Summary Of Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Oct. 31, 2021	Sep. 30, 2021	Jan. 31, 2021	Dec. 31, 2020	Jan. 31, 2020
Supplemental Financial Statements Information [Line Items]
Accrued Expenses and Other Current Liabilities		$ 845,252		$ 33,000
Rigetti Holdings [Member]
Supplemental Financial Statements Information [Line Items]
Accrued Interest on Debt			$ 0		$ 823,274
Accrued Payroll and Other Payroll Costs			739,893		188,299
Accrued Taxes and Other Tax Costs			451,545		0
Accrued Professional Fees and Other			411,861		62,894
Accrued Expenses and Other Current Liabilities	$ 3,062,382		$ 1,603,299		$ 1,074,467

Supplemental Financial Statements Information - Additional Information (Details) - USD ($)	9 Months Ended		12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Rigetti Holdings, Inc.
Supplemental Financial Statements Information [Line Items]
Depreciation	$ 3,705,006	$ 3,184,045	$ 4,299,263	$ 3,941,859

Financing Arrangements - Summary of Principal Payments on Total Outstanding Debt (Details) - Rigetti Holdings [Member]	Oct. 31, 2021 USD ($)
2023	$ 6,837,348
2024	8,141,182
2025	5,021,470
Total	20,000,000
Tranche A [Member]
2023	4,409,983
2024	4,920,301
2025	2,669,716
Total	12,000,000
Tranche B [Member]
2023	2,427,365
2024	3,220,881
2025	2,351,754
Total	$ 8,000,000

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Financing Arrangements - Additional Information (Details)	1 Months Ended								12 Months Ended
	May 31, 2021 USD ($) shares	Mar. 31, 2021 USD ($) shares	Feb. 29, 2020 USD ($) shares	Oct. 31, 2019 USD ($)	Aug. 31, 2019 USD ($)	Jun. 30, 2019 USD ($)	Nov. 30, 2018 USD ($)	Oct. 31, 2016 USD ($)	Oct. 31, 2021 USD ($)	Jan. 31, 2021 USD ($)	Jan. 31, 2020 USD ($)	Sep. 30, 2021 shares	May 01, 2021 USD ($)	Dec. 31, 2020 shares	Feb. 28, 2020 USD ($)	Feb. 01, 2020	Jan. 31, 2019 USD ($)
Common Class A [Member]
Number of securities called by each warrant or right \| shares												1		1
Tranche B [Member] \| Venture Capital [Member] \| Loan And Security Agreement [Member]
Line of credit facility, maximum borrowing capacity													$ 27,000,000.0
Rigetti Holdings [Member]
Number of securities called by each warrant or right \| shares	995,099	398,040
Rigetti Holdings [Member] \| Convertible Debt [Member]
Debt instrument measurement input			10.0
Gain loss due to change in fair value of convertible debt											$ 5,191,117
Rigetti Holdings [Member] \| Convertible Debt [Member] \| Modification Of The Terms Of Debt [Member]
Carrying value of convertible notes based on fair value option															$ 27,767,399
Gain loss on extinguishment of debt										$ 8,711,559
Rigetti Holdings [Member] \| Convertible Debt [Member] \| Modification Of The Terms Of Debt [Member] \| Common Class A [Member]
Debt instrument number of shares issued upon conversion \| shares			6,874,309
Rigetti Holdings [Member] \| Convertible Debt [Member] \| Series C Redeemable Convertible Preferred Stock [Member]
Convertible debt number of shares issuable upon conversion \| shares			6,766,614
Rigetti Holdings [Member] \| Convertible Debt [Member] \| Series C One Redeemable Convertible Preferred Stock [Member]
Convertible debt number of shares issuable upon conversion \| shares			16,939,143
Rigetti Holdings [Member] \| Convertible Debt [Member] \| Series C And C One Redeemable Convertible Preferred Stock [Member] \| Modification Of The Terms Of Debt [Member]
Debt instrument fair value of shares to be issued upon conversion															$ 17,612,235
Rigetti Holdings [Member] \| Simple Agreements For Future Equity [Member]
Proceeds from other long term debt				$ 1,500,000
Long term debt fixed interest rate percentage											6.00%
Debt instrument conversion price percentage											80.00%
Debt instrument base amount used for calculating amount payable on conversion											$ 300,000,000
Debt instrument measurement input											10.0
Fair value option changes in fair value gain loss											$ 382,397
Rigetti Holdings [Member] \| Simple Agreements For Future Equity [Member] \| Modification Of The Terms Of Debt [Member]
Carrying value of convertible notes based on fair value option											1,822,397
Gain loss on extinguishment of debt											691,867
Rigetti Holdings [Member] \| Loan And Security Agreement [Member] \| Non Revolving Term Loan [Member]
Proceeds from other long term debt								$ 6,000,000
Repayment of other long term debt											2,839,261
Long term debt fixed interest rate percentage								9.00%
Rigetti Holdings [Member] \| Two Thousand And Eighteen Promissory Notes Agreement [Member] \| Convertible Debt [Member]
Long term debt fixed interest rate percentage																	4.00%
Proceeds from convertible debt							$ 1,500,000
Long term debt maturity date																	Nov. 26, 2020
Rigetti Holdings [Member] \| Two Thousand And Eighteen Promissory Notes Agreement [Member] \| Convertible Debt [Member] \| Optionally Convertible Upon A Non Qualified Financing Event [Member]
Debt instrument conversion price percentage																	85.00%
Debt instrument base amount used for calculating amount payable on conversion																	$ 600,000,000
Rigetti Holdings [Member] \| Two Thousand And Eighteen Promissory Notes Agreement [Member] \| Convertible Debt [Member] \| Convertible Upon Occurrence Of Change Of Control [Member]
Debt instrument conversion price percentage																	85.00%
Debt instrument base amount used for calculating amount payable on conversion																	$ 600,000,000
Rigetti Holdings [Member] \| Two Thousand And Nineteen Promissory Notes Agreement [Member] \| Convertible Debt [Member]
Long term debt fixed interest rate percentage																	6.00%
Proceeds from convertible debt					$ 250,000	$ 19,700,000
Long term debt maturity date																	Dec. 11, 2020
Rigetti Holdings [Member] \| Two Thousand And Nineteen Promissory Notes Agreement [Member] \| Convertible Debt [Member] \| Optionally Convertible Upon A Non Qualified Financing Event [Member]
Debt instrument conversion price percentage																	80.00%
Debt instrument base amount used for calculating amount payable on conversion																	$ 300,000,000
Rigetti Holdings [Member] \| Two Thousand And Nineteen Promissory Notes Agreement [Member] \| Convertible Debt [Member] \| Convertible Upon Occurrence Of Change Of Control [Member]
Debt instrument conversion price percentage																	80.00%
Debt instrument base amount used for calculating amount payable on conversion																	$ 300,000,000
Rigetti Holdings [Member] \| Two Thousand And Twenty Promissory Notes Agreement [Member] \| Convertible Debt [Member]
Long term debt fixed interest rate percentage														6.00%
Long term debt maturity date																Dec. 11, 2020
Gain loss on extinguishment of debt											$ 489,894
Rigetti Holdings [Member] \| Two Thousand And Twenty Promissory Notes Agreement [Member] \| Convertible Debt [Member] \| Warrants To Purchase Class A Common Stock [Member]
Debt instrument number of warrants issued on conversion \| shares			310,937
Warrants not settleable in cash fair value disclosure			$ 62,187
Rigetti Holdings [Member] \| Two Thousand And Twenty Promissory Notes Agreement [Member] \| Convertible Debt [Member] \| Common Class A [Member]
Debt instrument number of shares issued upon conversion \| shares			2,036,617
Equity as a result of debt conversion fair value			$ 427,690
Rigetti Holdings [Member] \| Two Thousand And Twenty Promissory Notes Agreement [Member] \| Convertible Debt [Member] \| Series C Redeemable Convertible Preferred Stock [Member]
Debt instrument number of shares issued upon conversion \| shares			2,426,113
Redeemable non controlling interest equity preferred fair value			$ 2,200,017
Rigetti Holdings [Member] \| Two Thousand And Twenty Promissory Notes Agreement [Member] \| Convertible Debt [Member] \| Convertible Upon Occurrence Of Change Of Control [Member]
Debt instrument conversion price percentage																80.00%
Rigetti Holdings [Member] \| Tranche A [Member] \| Venture Capital [Member] \| Loan And Security Agreement [Member]
Line of credit facility, maximum borrowing capacity		$ 12,000,000
Line of credit facility, expiration period		48 months
Debt issuance costs, net		$ 1,237,482
Rigetti Holdings [Member] \| Tranche B [Member] \| Venture Capital [Member] \| Loan And Security Agreement [Member]
Line of credit facility, maximum borrowing capacity	$ 15,000,000
Line of credit facility, expiration period	48 months
Line of credit facility, current borrowing capacity	$ 8,000,000
Line of credit facility, remaining borrowing capacity	7,000,000
Withdrawn credit facility	$ 7,000,000
Number of securities called by each warrant or right \| shares	995,099
Line of credit facility, interest rate at period end	11.00%
Line of credit facility, final payment fee percentage	2.75%
Interest expense									$ 1,597,744
Unamortized debt issuance expense									$ 88,727

Financing Arrangements - Summary of Fair Value and Principal Value (Details) - Rigetti Holdings [Member]	Jan. 31, 2020 USD ($)
Two Thousand Eighteen And Nineteen Promissory Notes Agreement [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair value, in accordance with fair value option	$ 26,892,459
SAFE principal value outstanding	21,450,000
Simple Agreement For Future Equity [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair value, in accordance with fair value option	1,882,397
SAFE principal value outstanding	$ 1,500,000

Net Loss Per Share - Additional Information (Details) - shares			9 Months Ended		12 Months Ended
	Jan. 31, 2021	Feb. 29, 2020	Oct. 31, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, outstanding							0	0
Rigetti Holdings [Member]
Antidilutive securities excluded from the computation of earnings per share			101,899,227	96,717,389	89,638,584	17,923,260
Series C One Preferred Stock [Member] \| Rigetti Holdings [Member]
Preferred stock, outstanding	29,502,847				29,502,847
Antidilutive securities excluded from the computation of earnings per share	29,502,847
Common Class B [Member] \| Rigetti Holdings [Member]
Debt Conversion, Converted Instrument, Shares Issued		8,910,926
Stock Issued During Period, Shares, Conversion of Units	0

Net Loss Per Share - Schedule of computation of basic and diluted net loss per share in relation to the Class A Common Stock (Details) - USD ($)		3 Months Ended			9 Months Ended			12 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Oct. 31, 2021	Sep. 30, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Net loss	$ (14,691)	$ 4,664,815	$ (2,445,737)	$ (1,159,117)		$ 1,059,961
Common Class A [Member]
Weighted-average Class A Common Stock outstanding		34,500,000				34,500,000
Basic		$ 0.11				$ 0.02
Diluted		$ 0.11				$ 0.02
Rigetti Holdings [Member]
Net loss					$ (29,507,327)		$ (17,895,346)	$ (26,127,496)	$ (53,816,321)
Rigetti Holdings [Member] \| Common Class A [Member]
Weighted-average Class A Common Stock outstanding								20,719,085	7,495,071
Basic								$ (1.26)	$ (7.18)
Diluted								$ (1.26)	$ (7.18)

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

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

Net Loss Per Share - Schedule of number of shares outstanding dilutive Class A Common Stock (Detail) - Rigetti Holdings [Member] - shares	9 Months Ended		12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Antidilutive securities excluded from the computation of earnings per share	101,899,227	96,717,389	89,638,584	17,923,260
Convertible Series C Preferred Stock
Antidilutive securities excluded from the computation of earnings per share	69,223,658	69,223,658	69,223,658	14,154,064
Common Stock Warrants
Antidilutive securities excluded from the computation of earnings per share	10,952,096	10,197,532	3,406,156	0
Stock Options
Antidilutive securities excluded from the computation of earnings per share	14,986,512	17,296,199	17,008,770	3,769,196

Income Taxes - Schedule of domestic and foreign components (Detail) - USD ($)	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]
Domestic	$ (25,222,388)	$ (53,088,950)
Foreign	(905,108)	(727,371)
Total	$ (26,127,496)	$ (53,816,321)

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($)	Jan. 31, 2021	Jan. 31, 2020
Deferred Tax Assets:
Net operating loss carryforwards	$ 38,650,103	$ 36,165,188
Accruals and reserves	96,320	100,532
Stock-based compensation	278,581	189,254
Research and development credits	10,986	6,283
Gross deferred assets	39,035,990	36,461,257
Valuation allowance	(38,051,098)	(35,711,205)
Net Deferred Tax Assets	984,892	750,052
Deferred Tax Liabilities:
Property and equipment	(1,020,408)	(740,321)
Intangible assets	35,516	(9,731)
Total Deferred Tax Liabilities	(984,892)	(750,052)
Total Net Deferred Tax Assets	$ 0	$ 0

Income Taxes - Summary Of Valuation Allowance (Detail) - USD ($)	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Feb. 01, 2020
Valuation Allowance [Line Items]
Valuation allowance	$ 38,051,098	$ 35,711,205
Rigetti Holdings [Member]
Valuation Allowance [Line Items]
Valuation allowance	4,672,209		$ 4,672,209
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	2,339,894	$ 12,427,880
Rigetti Holdings [Member] \| Current Year Increase Decrease [Member]
Valuation Allowance [Line Items]
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	0
Rigetti Holdings [Member] \| Prior Year Adjustment Increase Decrease [Member]
Valuation Allowance [Line Items]
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 0

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
Unrecognized tax benefits			$ 0	$ 0
Rigetti Holdings [Member]
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 2,339,894	$ 12,427,880
Indefinite-lived Intangible Assets, Foreign Currency Translation Gain (Loss)	111,790,267
Unrecognized tax benefits	4,672,209
Rigetti Holdings [Member] \| Tax Year 2033 [Member]
Operating Loss Carryforwards	153,292,553
Rigetti Holdings [Member] \| Tax Year 2033 [Member] \| State and Local Jurisdiction [Member]
Operating Loss Carryforwards	87,501,875
Rigetti Holdings [Member] \| Tax Year 2035 [Member]
Operating Loss Carryforwards	2,328,063
Rigetti Holdings [Member] \| No Expiry [Member] \| State and Local Jurisdiction [Member]
Operating Loss Carryforwards	$ 2,344,146

Income Taxes - Schedule of effective tax rate differs (Detail) - Rigetti Holdings [Member] - USD ($)	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes, Percent	22.00%	21.00%
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent	0.00%	5.00%
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent	(2.00%)	(3.00%)
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent	0.00%	0.00%
Effective Income Tax Rate Reconciliation Return To Provision True Up	(11)	0
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent	(9.00%)	(23.00%)
Effective Income Tax Rate Reconciliation, Percent	0.00%	0.00%
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes, Amount	$ (26,127,496)	$ (53,816,321)
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount	(145,832)	(3,942,953)
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount	2,049,631	8,081,437
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount	(26,194,435)	(53,174,838)
Income Tax Reconciliation Return To Provision True Up	2,949,170
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount	2,339,894	12,427,880
Scenario, Adjustment [Member]
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes, Amount	(5,486,531)	(11,218,494)
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount	(115,207)	(3,114,933)
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount	430,423	1,697,102
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount	(117,749)	209,245
Income Tax Reconciliation Return To Provision True Up	2,949,170
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount	$ 2,339,894	12,427,880
Income Tax Expense (Benefit)		$ 800

Segments - Schedule of Revenue from Customers by Geographical Area (Detail) - Rigetti Holdings [Member] - USD ($)	9 Months Ended		12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Revenue, Major Customer [Line Items]
Revenues	$ 6,939,981	$ 4,124,163	$ 5,542,598	$ 735,482
United States
Revenue, Major Customer [Line Items]
Revenues	4,939,948	3,941,415	5,108,847	735,482
United Kingdom
Revenue, Major Customer [Line Items]
Revenues	2,000,033	161,745	412,747	0
Australia
Revenue, Major Customer [Line Items]
Revenues	$ 0	$ 21,003	$ 21,004	$ 0

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).

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
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Segments - Additional Information (Detail) - Rigetti Holdings [Member] - Geographic Concentration Risk [Member] - Revenue Benchmark [Member]	9 Months Ended		12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
AUSTRALIA
Segment Reporting Information [Line Items]
Concentration risk percentage	1.00%		1.00%
UNITED KINGDOM
Segment Reporting Information [Line Items]
Concentration risk percentage	29.00%	4.00%	7.00%
UNITED STATES
Segment Reporting Information [Line Items]
Concentration risk percentage	71.00%	95.00%	92.00%	100.00%

Equity Plans - Schedule Of Stock Option Activity Related To Employees (Detail) - Rigetti Holdings [Member] - Equity Incentive Plan [Member] - Share-based Payment Arrangement, Employee [Member] - $ / shares	9 Months Ended	12 Months Ended
	Oct. 31, 2021	Jan. 31, 2021	Jan. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Outstanding—February 1, 2021	17,008,770	3,769,196
Number of Options, Granted	62,500	15,758,489
Number of Options, Exercised	(1,378,561)	(233,532)
Number of Options, Forfeited	(706,197)	(2,285,383)
Number of Options, Outstanding—October 31, 2021	14,986,512	17,008,770	3,769,196
Number of Options, Exercisable—October 31, 2021	7,649,364	6,204,716
Weighted-Average Exercise Price, Outstanding—February 1, 2021	$ 0.27	$ 5.92
Weighted-Average Exercise Price, Granted	0.21	0.21
Weighted-Average Exercise Price, Exercised	0.21	0.21
Weighted-Average Exercise Price, Forfeited	0.21	1.15
Weighted-Average Exercise Price, Outstanding—October 31, 2021	0.28	0.27	$ 5.92
Weighted-Average Exercise Price, Exercisable—October 31, 2021	$ 0.31	$ 0.31
Average Remaining Contractual Term, Outstanding	9 years	9 years	8 years 6 months
Average Remaining Contractual Term, Exercisable—October 31, 2021	7 years 9 months 18 days	8 days 16 hours

Equity Plans - Schedule Of Stock Based Compensation Expense (Detail) - Rigetti Holdings [Member] - USD ($)	9 Months Ended		12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Jan. 31, 2021	Jan. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Stock-Based Compensation Expense				$ 2,592,038	$ 2,780,618
Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Stock-Based Compensation Expense	$ 1,499,571	$ 2,702,629	$ 2,592,038		2,780,618
Research and Development Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Stock-Based Compensation Expense			$ 894,141		1,020,383
Research and Development Expense [Member] \| Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Stock-Based Compensation Expense	836,037	1,064,273
General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Stock-Based Compensation Expense				$ 1,697,897	$ 1,760,235
General and Administrative Expense [Member] \| Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Stock-Based Compensation Expense	$ 663,534	$ 1,638,356

Equity Plans - Schedule Of Shares Based Payment Award Fair Value Assumptions (Detail) - Rigetti Holdings [Member] - Equity Incentive Plan [Member] - $ / shares	9 Months Ended		12 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility		60.00%		60.00%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%
Exercise price	$ 0.21	$ 7.09	$ 0.21	$ 7.09
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	43.10%		43.10%
Weighted-average risk-free interest rate	0.60%	2.60%	0.60%	2.60%
Expected term (in years)	6 years 3 months 18 days	6 years 3 months 18 days	6 years 3 months 18 days	6 years 3 months 18 days
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	41.20%		41.20%
Weighted-average risk-free interest rate	0.30%	1.40%	0.30%	1.40%
Expected term (in years)	5 years	5 years	5 years	5 years

Equity Plans - Additional Information (Detail) - USD ($)			9 Months Ended		12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Jan. 31, 2021	Jan. 31, 2020	May 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value of options exercisable			$ 2.70	$ 0.09	$ 2.70
Qx Assumed Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compemsation arrangement stock options granted		18,134
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	5,044
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	7,195					7,195
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value of options outstanding			59,700,000		59,700,000
Intrinsic value of options exercisable			30,200,000		30,200,000
Rigetti Holdings [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense						$ 2,592,038	$ 2,780,618
Stock based compensation expense unrecognized			$ 3,514,982		3,514,982
Period for recognition of unrecognized stock based compensation expense			2 years 8 months 12 days			2 years 10 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value			$ 4,100,000
Rigetti Holdings [Member] \| Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based payment arrangement, Nonvested award, Excluding option, Cost not yet recognized, Amount			20,740,228		20,740,228
Rigetti Holdings [Member] \| Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation arrangement exercise price per share								$ 0.214
Share based compensation arrangement stock based compensation expense vested			90,000			$ 90,000
Empoyee stock ownership plan compensation expense			0
Stock based compensation expense			$ 1,499,571	$ 2,702,629	$ 2,592,038		$ 2,780,618
Rigetti Holdings [Member] \| Equity Incentive Plan [Member] \| Share-based Payment Arrangement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based payment arrangement shares issued during period			29,029,706			29,011,572
Shares available for future grant	11,149,918		5,069,744		5,069,744	11,149,918
Share based compensation arrangement exercise price per share	$ 0.214		$ 0.214		$ 0.214	$ 0.214
Share based compemsation arrangement incremental stock based compensation expense			$ 234,479			$ 234,479
Share based compemsation arrangement vesting period			5 years			5 years
Share based compemsation arrangement expiration period			10 years			10 years
Rigetti Holdings [Member] \| Equity Incentive Plan [Member] \| Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compemsation arrangement stock options granted			6,736,961
Rigetti Holdings [Member] \| Equity Incentive Plan [Member] \| Restricted Stock Units \| April 21, 2021 grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value			$ 2.87
Rigetti Holdings [Member] \| Equity Incentive Plan [Member] \| Restricted Stock Units \| October 28, 2021 grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value			$ 4.44

Warrants - Additional Information (Details)		1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
Warrants - Additional Information (Details)	Dec. 31, 2020 $ / shares shares	Mar. 31, 2021 USD ($) shares	Sep. 30, 2021 USD ($) $ / shares shares	Oct. 31, 2021 USD ($) shares	Sep. 30, 2021 USD ($) $ / shares shares	Oct. 31, 2021 shares	Oct. 31, 2021	Oct. 31, 2021 d	May 31, 2021 $ / shares shares	Jan. 31, 2021 USD ($) shares
Class Of Warrant Or Right [Line Items]
Warrants exercisable period after completion of business combination	30 days				30 days
Warrants outstanding \| shares	0
Exercise price of warrants	$ 11.50		$ 11.50		$ 11.50
Change in fair value of warrants \| $			$ 5,230,000	$ 1,500,000	$ (2,745,750)
Class of Warrants or Rights Aggregate Fair Value of Warrants at the Time of Grant \| $		$ 2,690,000
Rigetti Holdings, Inc.
Class Of Warrant Or Right [Line Items]
Warrants outstanding \| shares				995,099		995,099				3,406,156
Percentage of aggregate gross proceeds from issuances to overall equity proceeds						1.63%
Class of warrants issued during period \| shares		398,040							995,099
Common stock warrants \| $										$ 0
Change in fair value of warrants \| $				$ 1,552,546
Warrants and Rights Outstanding, Measurement Input							2.87	0.214
Rigetti Holdings, Inc. \| Equity Incentive Plan [Member]
Class Of Warrant Or Right [Line Items]
Share based compensation arrangement exercise price per share									$ 0.214
Redemption of Warrants for Shares of Class A Ordinary Shares
Class Of Warrant Or Right [Line Items]
Redemption price per share	10.00		$ 10.00		$ 10.00
Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $18.00
Class Of Warrant Or Right [Line Items]
Exercise price of warrants	$ 0.01		0.01		$ 0.01
Trading day period	20 days				20 days
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price	180.00%				180.00%
Redemption price per share	$ 18.00		18.00		$ 18.00
Minimum period prior written notice of redemption	30 days				30 days
Overall trading period	30 days				30 days
Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00
Class Of Warrant Or Right [Line Items]
Warrants outstanding \| shares	10.00
Exercise price of warrants	$ 0.10		0.10		$ 0.10
Trading day period	20 days				20 days
Redemption price per share	$ 10.00		10.00		$ 10.00
Minimum period prior written notice of redemption	30 days				30 days
Overall trading period	30 days				30 days
Minimum [Member]
Class Of Warrant Or Right [Line Items]
Percentage of aggregate gross proceeds from issuances to overall equity proceeds	60.00%				60.00%
Minimum [Member] \| Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00
Class Of Warrant Or Right [Line Items]
Warrants exercisable in connection with redemption feature per share	$ 0.361				$ 0.361
Class A Ordinary Shares
Class Of Warrant Or Right [Line Items]
Exercise price of warrants	$ 11.50		11.50		$ 11.50
Warrants expiration period after completion of business combination or earlier upon redemption or liquidation	5 years				5 years
Trading day period	10 days
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price	115.00%				115.00%
Redemption price per share	$ 10.00		$ 10.00		$ 10.00
Class of warrants issued during period \| shares	1		1		1
Class A Ordinary Shares \| Maximum
Class Of Warrant Or Right [Line Items]
Initial business combination share price	$ 9.20		$ 9.20		$ 9.20
Public Warrants
Class Of Warrant Or Right [Line Items]
Warrants outstanding \| shares			8,625,000		8,625,000
Private Placement
Class Of Warrant Or Right [Line Items]
Warrants outstanding \| shares			4,450,000		4,450,000

Class A Ordinary Shares Subject to Possible Redemption - Additional Information (Details) - Class A Ordinary Shares	Sep. 30, 2021 $ / shares shares	Dec. 31, 2020 shares
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Shares subject to possible redemption share authorized to issue	500,000,000
Shares subject to possible redemption par value per share \| $ / shares	$ 0.0001
Shares subject to possible redemption share conversion ratio	1
Ordinary shares outstanding	34,500,000	0

Class A Ordinary Shares Subject to Possible Redemption - Schedule of Reconciliation of Unaudited Condensed Balance Sheet (Details)	9 Months Ended
	Sep. 30, 2021 USD ($)
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Offering costs associated with Class A ordinary shares	$ 7,320,589
Class A Ordinary Shares
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Gross Proceeds	345,000,000
Amount allocated to Warrants	(8,711,250)
Offering costs associated with Class A ordinary shares	19,011,139
Accretion of carrying value to redemption value	27,722,389
Class A ordinary shares subject to possible redemption	$ 345,000,000

Stockholders' Equity (Deficit)- Additional Information (Details) - $ / shares			9 Months Ended
	Mar. 04, 2021	Dec. 31, 2020	Sep. 30, 2021	Mar. 01, 2021	Jan. 14, 2021
Class Of Stock [Line Items]
Preferred stock, authorized		5,000,000	5,000,000
Preferred stock, par value		$ 0.0001	$ 0.0001
Preferred stock, shares issued		0	0
Preferred stock, outstanding		0	0
Stock split, description		The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.	The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.
Warrants exercisable period after completion of business combination		30 days	30 days
Exercise price of warrants		$ 11.50	$ 11.50
Redemption price per share		0
Redemption Of Warrants For Shares Of Class A Common Stock [Member]
Class Of Stock [Line Items]
Temporary equity, shares subject to possible redemption price per share		$ 10.00	10.00
Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $18.00
Class Of Stock [Line Items]
Exercise price of warrants		$ 0.01	$ 0.01
Trading day period		20 days	20 days
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price		180.00%	180.00%
Minimum period prior written notice of redemption		30 days	30 days
Overall trading period		30 days	30 days
Temporary equity, shares subject to possible redemption price per share		$ 18.00	$ 18.00
Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00
Class Of Stock [Line Items]
Exercise price of warrants		$ 0.10	$ 0.10
Trading day period		20 days	20 days
Redemption price per share		10.00
Minimum period prior written notice of redemption		30 days	30 days
Overall trading period		30 days	30 days
Temporary equity, shares subject to possible redemption price per share		$ 10.00	$ 10.00
Minimum [Member]
Class Of Stock [Line Items]
Percentage of aggregate gross proceeds from issuances to overall equity proceeds		60.00%	60.00%
Minimum [Member] \| Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00
Class Of Stock [Line Items]
Warrants exercisable in connection with redemption feature per share		$ 0.361	$ 0.361
Class A Ordinary Shares
Class Of Stock [Line Items]
Ordinary shares, authorized		500,000,000	500,000,000
Ordinary shares, par value		$ 0.0001	$ 0.0001
Ordinary shares, outstanding		0	34,500,000
Ordinary shares, issued		0	34,500,000
Ordinary shares, issued		0
Ordinary shares, outstanding		0
Exercise price of warrants		$ 11.50	$ 11.50
Warrants expiration period after completion of business combination or earlier upon redemption or liquidation		5 years	5 years
Trading day period		10 days
Percentage adjustment of exercise price of warrants to higher of market value and newly issued price		115.00%	115.00%
Temporary equity, shares subject to possible redemption price per share		$ 10.00	$ 10.00
Class A Ordinary Shares \| Maximum
Class Of Stock [Line Items]
Initial business combination share price		$ 9.20	$ 9.20
Class B Ordinary Shares
Class Of Stock [Line Items]
Ordinary shares, authorized		50,000,000	50,000,000
Ordinary shares, par value		$ 0.0001	$ 0.0001
Ordinary shares, outstanding		5,750,000
Ordinary shares, issued		8,625,000	8,625,000
Ordinary shares, outstanding	8,625,000	8,625,000	8,625,000	8,625,000	7,187,500
Class B Ordinary Shares \| Over-Allotment Option
Class Of Stock [Line Items]
Ownership percentage on common stock issued and outstanding	20.00%
Underwriter options exercised	1,125,000		1,125,000

Fair Value Measurements - Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Details)	Sep. 30, 2021 USD ($)
Assets:
Investments held in Trust Account	$ 345,011,949
Fair Value, Inputs, Level 1 \| Money Market Funds
Assets:
Investments held in Trust Account	345,011,949
Public Warrants \| Fair Value, Inputs, Level 1 \| Derivative
Liabilities:
Derivative liabilities	6,900,000
Private Placement Warrants \| Fair Value, Inputs, Level 3 \| Derivative
Liabilities:
Derivative liabilities	$ 3,560,000

Fair Value Measurements - Additional Information (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2021 USD ($)	Oct. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jan. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Fair value of assets or liabilities measured at fair value					$ 0
Fair value, assets, level 1 to/from level 2 transfers, amount	$ 0		$ 0
Fair value, assets, level 1 to/from level 3 transfers, amount	0		0
Fair value, assets, level 2 to/from level 1 transfers, amount	0		0
Fair value, assets, level 2 to/from level 3 transfers, amount	0		0
Fair value, liabilities, level 1 to/from level 2 transfers, amount	0		0
Fair value, liabilities, level 2 to/from level 1 transfers, amount	0		0
Fair value, liabilities, level 1 to/from level 3 transfers, amount	0		0
Fair value, liabilities, level 2 to/from level 3 transfers, amount	0		0
Change in fair value of derivative warrant liabilities	$ 5,230,000	$ 1,500,000	$ (2,745,750)
Rigetti Holdings [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Change in fair value of derivative warrant liabilities		$ 1,552,546
Assets at fair value				$ 0
Liabilities at fair value				$ 0
Measurement Input, Expected Dividend Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Alternative Investment, Measurement Input	0		0

Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs for Warrants (Details) - Fair Value, Inputs, Level 3	Sep. 30, 2021	Mar. 04, 2021
Exercise Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	11.50	11.50
Stock Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	9.77	9.75
Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	13.8	16.0
Term (years)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, term	5 years 4 months 6 days	5 years 3 months 29 days
Risk-free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	1.02	0.94

Fair Value Measurements - Change in Fair Value of Derivative Liabilities (Details) - Fair Value, Inputs, Level 3 - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jan. 31, 2021	Jan. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative liabilities, beginning balance	$ 5,340,000	$ 13,728,750
Transfer of Public Warrants to Level 1 Measurement		(9,056,250)
Change in fair value of derivative liabilities - Level 3	(1,780,000)	667,500	523,000
Derivative liabilities, ending balance- Level 3	$ 3,560,000	$ 5,340,000	13,728,750
Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Issuance of Public Warrants - Level 3			8,711,250
Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Issuance of Public Warrants - Level 3			$ 4,494,500
Rigetti Holdings [Member] \| Convertible Notes [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative liabilities, beginning balance				$ 26,892,459	$ 1,751,342
Issuance of Public Warrants - Level 3				0	19,950,000
Settlement				(26,892,459)	0
Change in fair value of derivative liabilities - Level 3				0	5,191,117
Derivative liabilities, ending balance- Level 3				0	26,892,459
Rigetti Holdings [Member] \| Simple Agreement For Future Equity [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative liabilities, beginning balance				1,882,397	0
Issuance of Public Warrants - Level 3				0	1,500,000
Settlement				(1,882,397)	0
Change in fair value of derivative liabilities - Level 3				0	382,397
Derivative liabilities, ending balance- Level 3				0	1,882,397
Rigetti Holdings [Member] \| Redeemable Convertible Preferred Stock Warrant Liability [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative liabilities, beginning balance				0	122,000
Issuance of Public Warrants - Level 3				0	0
Settlement				0	(122,000)
Change in fair value of derivative liabilities - Level 3				0	0
Derivative liabilities, ending balance- Level 3				$ 0	$ 0

Commitments and Contingencies - Summary of Future Minimum Lease Payments Under Non-Cancelable Operating Leases (Detail) - Rigetti Holdings [Member] - USD ($)	Oct. 31, 2021	Jan. 31, 2021
Operating Leased Assets [Line Items]
2022	$ 1,745,567	$ 1,711,575
2023	745,034	1,477,694
2024	669,457	656,426
2025	689,541	676,118
2026	235,564	696,402
Total minimum future lease payments	$ 4,085,163	$ 5,218,215

Commitments and Contingencies - Additional Information (Details) - USD ($)		9 Months Ended			12 Months Ended
	Dec. 31, 2020	Oct. 31, 2021	Sep. 30, 2021	Oct. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Loss Contingencies [Line Items]
Period of underwriters option to purchase	45 days		45 days
Maximum additional units purchase to cover over allotments	4,500,000		4,500,000
Date of underwriter fully exercised over allotment option.			Mar. 04, 2021
Underwriting discount per unit	$ 0.20		$ 0.20
Payments for underwriting discount	$ 6,000,000.0		$ 6,900,000
Deferred underwriting commission per unit	$ 0.35		$ 0.35
Deferred underwriting commissions	$ 10,500,000		$ 12,075,000
Rigetti Holdings [Member]
Loss Contingencies [Line Items]
Lessee, operating lease, term of contract		2026 years
Operating leases, rent expense		$ 1,175,576		$ 1,243,906	$ 1,722,040	$ 1,451,238
Deferred rent credit, current		357,487			381,300	0
Loss contingency, estimate of possible loss		$ 0		$ 0	$ 0	$ 0
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Payments for underwriting discount	6,900,000
Deferred underwriting commissions	$ 12,100,000

Forward Warrant Agreement - Additional Information (Detail) - USD ($)	9 Months Ended
	Oct. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Exercise price of warrants		$ 11.50	$ 11.50
Rigetti Holdings [Member] \| Rigetti [Member] \| Forward Warrant Agreement [Member]
Class of Warrant or Right [Line Items]
Proceeds from issuance of warrants	$ 10,000,000
Stock issued during period number of warrants issued	1,000,000
Exercise price of warrants	$ 0.0001
Derivative liabilities	$ 400,000
Rigetti Holdings [Member] \| Rigetti [Member] \| Forward Warrant Agreement [Member] \| Share-based Payment Arrangement, Tranche One [Member]
Class of Warrant or Right [Line Items]
Business combination consideration to be paid	$ 5,000,000
Share based compensation arrangement share based payment award options vested and exercisable	500,000
Rigetti Holdings [Member] \| Rigetti [Member] \| Forward Warrant Agreement [Member] \| Share-based Payment Arrangement, Tranche Two [Member]
Class of Warrant or Right [Line Items]
Business combination consideration to be paid	$ 5,000,000
Share based compensation arrangement share based payment award options vested and exercisable	500,000

Subsequent Events - Additional Information (Details) - USD ($)				1 Months Ended
	Dec. 23, 2021	Oct. 06, 2021	Mar. 01, 2021	May 31, 2021	Sep. 30, 2021	May 01, 2021	Mar. 04, 2021	Jan. 14, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Notes Payable, Related Parties, Current									$ 125,000
Purchase price per share									$ 10.00
Cash					$ 925,438
Tranche B [Member] \| Venture Capital [Member] \| Loan And Security Agreement [Member]
Subsequent Event [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity						$ 27,000,000.0
Class A Ordinary Shares
Subsequent Event [Line Items]
Common Stock, Shares, Outstanding									0
Number of Securities Called by Each Warrant or Right					1				1
Class B Ordinary Shares
Subsequent Event [Line Items]
Common Stock, Shares, Outstanding			8,625,000		8,625,000		8,625,000	7,187,500	8,625,000
Subsequent Event
Subsequent Event [Line Items]
Amount of quotient to divide the aggregate fully diluted common stock		$ 10.00
Subsequent Event \| Tranche B [Member] \| Venture Capital [Member] \| Loan And Security Agreement [Member]
Subsequent Event [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity			$ 12,000,000.0
Number of Securities Called by Each Warrant or Right			398,040			995,099
Withdrawn credit facility			$ 12,000,000.0	$ 8,000,000.0
Total withdrawn credit facility				$ 27,000,000.0
Subsequent Event \| PIPE Investors \| PIPE Subscription Agreements
Subsequent Event [Line Items]
Number of shares committed to purchase in private placement	4,390,244
Purchase price per share	$ 10.25
Aggregate purchase price	$ 45,000,000
Subsequent Event \| Merger Agreement \| PIPE Investors \| PIPE Subscription Agreements
Subsequent Event [Line Items]
Purchase price per share		$ 10.00
Aggregate purchase price		$ 102,510,000
Subsequent Event \| Merger Agreement \| Rigetti Holdings, Inc.
Subsequent Event [Line Items]
Aggregate equity consideration		$ 1,041,000,000
Subsequent Event \| Class A Ordinary Shares \| Merger Agreement \| Sponsor Support Agreement
Subsequent Event [Line Items]
Vesting period		5 years
Weighted average price of stock		$ 15.00
Subsequent Event \| Class B Ordinary Shares
Subsequent Event [Line Items]
Common Stock, Shares, Outstanding			8,625,000					7,187,500
Subsequent Event \| Class B Ordinary Shares \| Merger Agreement \| Sponsor Support Agreement
Subsequent Event [Line Items]
Sale of stock, shares of common stock issued		2,479,000
Vesting period		5 years
Weighted average price of stock		$ 12.50
Maximum number of additional shares will be unvested subject to forfeiture as of the closing		1,000,000
Subsequent Event \| PIPE Shares \| Merger Agreement \| PIPE Investors \| PIPE Subscription Agreements
Subsequent Event [Line Items]
Number of shares committed to purchase in private placement		10,251,000
Subsequent Event \| Public Share
Subsequent Event [Line Items]
Maximum net tangible assets requirement threshold		$ 5,000,001
Cash		$ 165,000,000

Warrants - Schedule of Common Stock Warrants (Details)	9 Months Ended
Warrants - Schedule of Common Stock Warrants (Details)	Oct. 31, 2021	Oct. 31, 2021 shares	Oct. 31, 2021	Oct. 31, 2021 d	Jan. 31, 2021 shares	Dec. 31, 2020 shares
Common Stock Warrants [Line Items]
Shares						0
Rigetti Holdings [Member]
Common Stock Warrants [Line Items]
Shares		995,099			3,406,156
Issuance Date	May 18, 2021
Price Per Share			2.87	0.214
Expiration Date	May 18, 2031

Warrants - Schedule of Fair Value of the Common Stock Warrant Liabilities Measured Using Black Scholes Approach (Details) - Oct. 31, 2021 - Rigetti Holdings [Member]	shares	Total	d	yr
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		2.87	0.214
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	4.44
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.21
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		51.90
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		1.30
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input \| yr				10
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input		0.00

Warrants - Summary for Amounts Related to the Balance Sheet (Detail) - USD ($)	Sep. 30, 2021	Jul. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Mar. 04, 2021	Dec. 31, 2020	Dec. 21, 2020
Total Assets	$ 346,283,633		$ 346,622,172	$ 346,801,623	$ 346,880,911	$ 43,309
Total current liabilities	995,252					33,000
Derivative warrant liabilities	10,460,000
Total Liabilities	23,530,252		28,533,605	26,267,320	25,770,690	33,000
Accumulated deficit	(22,247,482)		(26,912,297)	(24,466,560)	(23,890,642)	(14,691)
Total Shareholders' Equity (Deficit)	(22,246,619)		(26,911,434)	(24,465,697)	(23,889,779)	10,309	$ 0
Total Preferred Stock
Total Liabilities, Pref Stock and Stockholder's deficit	$ 346,283,633		346,622,172	346,801,623	346,880,911	$ 43,309
Originally Reported
Other Assets		$ 164,341
Total Assets		53,575,458	346,622,172	346,801,623	346,880,911
Other Current Liabilities		19,959
Total current liabilities		4,404,060
Notes Payable, net		19,958,361
Other liabilities		369,274
Total Liabilities		24,731,695	28,533,605	26,267,320	25,770,690
Accumulated deficit		(187,370,442)	(3,619,545)	(1,173,808)	(544,266)
Total Shareholders' Equity (Deficit)		(52,679,378)	5,000,007	5,000,003	5,000,001
Total Preferred Stock		81,523,141
Total Liabilities, Pref Stock and Stockholder's deficit		53,575,458	346,622,172	346,801,623	346,880,911
Correction of Immaterial Error
Other Assets		555,977
Total Assets		555,977
Other Current Liabilities		184,000
Total current liabilities		184,000
Notes Payable, net		(2,038,948)
Derivative warrant liabilities		2,690,574
Other liabilities		157,033
Total Liabilities		992,659
Accumulated deficit		(436,682)	(23,292,752)	(23,292,752)	(23,346,376)
Total Shareholders' Equity (Deficit)		(436,682)	$ (31,911,441)	$ (29,465,700)	$ (28,889,780)
Total Liabilities, Pref Stock and Stockholder's deficit		555,977
As Corrected
Other Assets		720,318
Total Assets		54,131,435
Other Current Liabilities		203,959
Total current liabilities		4,588,060
Notes Payable, net		17,919,413
Derivative warrant liabilities		2,690,574
Other liabilities		526,307
Total Liabilities		25,724,354
Accumulated deficit		(187,807,124)
Total Shareholders' Equity (Deficit)		(53,116,060)
Total Preferred Stock		81,523,141
Total Liabilities, Pref Stock and Stockholder's deficit		$ 54,131,435

Warrants - Summary for Amounts Related to the Operations (Detail) - USD ($)		1 Months Ended	3 Months Ended			6 Months Ended	9 Months Ended
	Dec. 31, 2020	Jul. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021
Net income (loss)	$ (14,691)		$ 4,664,815	$ (2,445,737)	$ (1,159,117)		$ 1,059,961
Earnings per share	$ 0.00
Net loss	$ (14,691)						1,059,961
Net cash used in operating activities	$ 0				(476,570)	$ (565,125)	$ (653,973)
Originally Reported
Interest Income (expense), net		$ (704,309)
Net income (loss)		$ (18,480,610)
Earnings per share		$ (0.85)
Net loss		$ (18,480,610)
Net cash used in operating activities		(18,480,610)			$ (476,570)	$ (565,125)
Correction of Immaterial Error
Interest Income (expense), net		(436,682)
Net income (loss)		$ (436,682)
Earnings per share		$ (0.02)
Net loss		$ (436,682)
Amortization of debt issuance costs		436,682
As Corrected
Interest Income (expense), net		(1,140,991)
Net income (loss)		$ (18,917,292)
Earnings per share		$ (0.87)
Net loss		$ (18,917,292)
Amortization of debt issuance costs		436,682
Net cash used in operating activities		$ (18,480,610)

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

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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