Rigetti Computing Q3 2026 revenue falls to $1.41M
Warrant-liability fair-value gains accompanied lower reported losses, while operating cash use exceeded its 2025 level.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rigetti Computing, Inc. (RGTI) reported third-quarter 2026 revenue of $1.411 million, versus $1.947 million a year earlier; nine-month revenue was $10.949 million, versus $5.220 million. Net loss was $3.137 million for the quarter and $22.634 million for nine months, compared with $200.968 million and $198.003 million in 2025. Warrant-liability fair-value changes were gains of $25.291 million and $49.386 million in 2026, versus losses of $181.955 million and $149.250 million.
Nine-month operating cash use was $49.061 million, versus $43.642 million in 2025. Property and equipment purchases were $42.598 million. At September 30, 2026, cash and equivalents were $45.799 million; available-for-sale investments were $337.514 million short-term and $113.830 million long-term. Management believes these resources will be sufficient for anticipated operating cash needs for at least the next 12 months from issuance of the statements, based on its current business plan, expectations and assumptions about current macroeconomic conditions.
Rigetti issued 7,739,938 shares under its U.S. Department of Commerce CHIPS Act agreements. Under its five-year collaboration with Quanta Computer Inc., subject to cancellation under certain circumstances, each party agreed to invest at least $250.0 million in quantum computing; Quanta’s investment supports personnel, capital expenditures, product development and manufacturing.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointNine-month revenue was $10.949 million, versus $5.220 million in 2025.
- Moderate pointQuarterly net loss was $3.137 million, versus $200.968 million in 2025.
Negative
- Moderate pointQuarterly revenue was $1.411 million, versus $1.947 million in 2025.
- Moderate pointOperating cash use reached $49.061 million, versus $43.642 million in 2025.
Filing Explained
As of September 30, 2026, 31,069,474 plan shares remained available; that pool is capacity for future issuance, not shares already issued.
Rigetti reports that, at
The warrants expire on
Key Figures
Key Terms
available-for-sale investments financial
derivative warrant liabilities financial
treasury stock method financial
remaining performance obligations financial
valuation allowance financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What revenue did RGTI report in Q3 2026?
Why was RGTI's net loss lower in Q3 2026?
What did RGTI say about liquidity for the next 12 months?
What are the terms of the Rigetti and Quanta collaboration?
At what prices can RGTI redeem its public warrants?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
f
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT |
For the transition period from to
Commission File Number (
,
(Exact name of registrant as specified in its charter)
| |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
| |
| |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading | | Name of each exchange |
| | | | |
| | The | ||
| | | The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | |
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
☑ | Smaller Reporting Company | ||
| | Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
As of November 6, 2026, there were
Table of Contents
TABLE OF CONTENTS
| | |
| | Page |
Cautionary Note Regarding Forward-looking Statements | 2 | |
| | |
PART I — FINANCIAL INFORMATION | 4 | |
| | |
Item 1. | Financial Statements (Unaudited) | 4 |
| Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 | 4 |
| Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2026 and 2025 | 5 |
| Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months ended September 30, 2026 and 2025 | 6 |
| Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2026 and 2025 | 7 |
| Notes to Condensed Consolidated Financial Statements | 8 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 30 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 40 |
Item 4. | Controls and Procedures | 41 |
| | |
PART II — OTHER INFORMATION | 41 | |
| | |
Item 1. | Legal Proceedings | 41 |
Item 1A. | Risk Factors | 41 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 45 |
Item 3. | Defaults Upon Senior Securities | 45 |
Item 4. | Mine Safety Disclosures | 45 |
Item 5. | Other Information | 45 |
Item 6. | Exhibits | 46 |
| Signatures | 48 |
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Cautionary Note Regarding Forward-looking Statements
Unless the context requires otherwise, references in this report to “Rigetti”, the “Company”, “we”, “us”, and “our” refer to Rigetti Computing, Inc. and its consolidated subsidiaries.
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. We have based these forward-looking statements on our current expectations and projections about future events. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “goal,” “objective,” “design,” “seek,” “target,” “should,” “could,” “will,” “would” or the negative of such terms or other similar expressions.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Most of such risks and uncertainties are difficult to predict and many are beyond our control. Discussion of the risks and uncertainties material to our business can be found under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.
Given such risks and uncertainties, you should not place undue reliance on these forward-looking statements. In addition, our goals and objectives are aspirational and are not guarantees or promises that such goals and objectives will be met. Should one or more of the risks or uncertainties described in this Quarterly Report on Form 10-Q or our Annual Report on Form 10-K for the year ended December 31, 2025 materialize, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements.
Also, these forward-looking statements represent our plans, objectives, estimates, expectations, assumptions, and intentions only as of the date of this filing. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.
You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results, levels of activity and performance as well as other events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:
| ● | our ability to achieve milestones, and/or technological advancements, including with respect to executing on our technology roadmap and developing practical applications, |
| ● | the potential of quantum computing and estimated market size and market growth including with respect to our long-term business strategies for sales of quantum computers and quantum computing as a service (“Quantum Computing as a Service,” or “QCaaS”), |
| ● | the advantages of superconducting modality of quantum computing, including scalability and gate speeds, and open modular architecture for quantum computing, |
| ● | the ability to satisfy the funding conditions of, and to realize the anticipated benefits from, the transaction with the U.S. Department of Commerce (the “Department”), and the impact of the restrictions and requirements under the transaction agreements on our business, |
| ● | our ability and timeline to monetize our investments in quantum computing, if at all, |
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| ● | the success of our partnerships and collaborations, including the Collaboration Agreement with Quanta Computer, Inc., a Taiwan Corporation (“Quanta”), |
| ● | our contracts with U.S. government entities subject us to risks including early termination, audits, investigations, sanctions, penalties and restrictions that may limit our business activities and strategic flexibility, |
| ● | unfavorable conditions in our industry, the global economy or global supply chain (including any supply chain impacts from future and ongoing military conflicts around the world and sanctions related thereto, governmental actions and regulations, such as trade protections, tariffs or other restrictions), levels of future economic activity, inflation, interest rates and financial and credit market fluctuations, |
| ● | macroeconomic conditions, including global economic and geopolitical conditions, military conflicts, government shutdowns, disruptions to and volatility and uncertainty in the credit and financial markets, uncertainty in levels of future economic activity, inflation and interest rates, |
| ● | our ability to accelerate our development of multiple generations of quantum processors, |
| ● | customer concentration and the risk that a significant portion of our revenue currently depends on contracts with the public sector, |
| ● | the outcome of any legal proceedings that have or may be instituted against us or others, |
| ● | our ability to execute on our business strategy, including monetization of our products, |
| ● | our financial performance, growth rate and market opportunity, |
| ● | our ability to grow and manage growth profitably, maintain relationships with customers and suppliers and retain our management and key employees, |
| ● | costs related to operating as a public company, including the additional costs associated with the loss of the ability to use scaled disclosures available to smaller reporting companies (“SRCs”), |
| ● | the time and attention necessary with respect to our increased disclosure and compliance obligations associated with the loss of our SRC status under the current rules of the Securities and Exchange Commission (the “SEC”), |
| ● | our ability to maintain effective internal controls over financial reporting, |
| ● | the impact of, and changes in, applicable laws or regulations, including international trade policies and tax legislation, |
| ● | the possibility that we may be adversely affected by other economic, business, or competitive factors, |
| ● | our ability to implement our strategic initiatives, expansion plans and continue to innovate our existing products and services, |
| ● | the sufficiency of our cash resources and our ability to raise additional capital when needed and on attractive terms, |
| ● | our success in retaining or recruiting, or changes required in, our officers, key employees or directors, |
| ● | our estimates regarding expenses, profitability, future revenue, capital requirements and needs for additional financing, and |
| ● | our ability or decisions to expand or maintain our existing customer base. |
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PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
RIGETTI COMPUTING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except number of shares and par value)
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| September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | | (unaudited) | | | |
Assets |
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Current assets: |
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Cash and cash equivalents | | $ | | | $ | |
Available-for-sale investments - short-term | | | | | | |
Accounts receivable | | | | | | |
Prepaid expenses | | | | | | |
Other current assets | | | | | | |
Total current assets | | | | | | |
Available-for-sale investments - long-term | | | | | | |
Property and equipment, net | | | | | | |
Operating lease right-of-use assets | | | | | | |
Other assets | | | | | | |
Total assets | | $ | | | $ | |
| | | | | | |
Liabilities and Stockholders' Equity | | | | | | |
Current liabilities: | | | | | | |
Accounts payable | | $ | | | $ | |
Accrued expenses and other current liabilities | | | | | | |
Current derivative warrant liabilities | | | | | | — |
Current portion of deferred revenue | | | | | | |
Current portion of operating lease liabilities | | | | | | |
Total current liabilities | | | | | | |
Deferred revenue, less current portion | | | | | | |
Operating lease liabilities, less current portion | | | | | | |
Derivative warrant liabilities | | | — | | | |
Total liabilities | | | | | | |
Commitments and contingencies (Note 17) | | | | | | |
Stockholders’ equity: | | | | | | |
Preferred stock, par value $ | | | — | | | — |
Common stock, par value $ | | | | | | |
Additional paid-in capital | | | | | | |
Accumulated other comprehensive (loss) income | | | ( | | | |
Accumulated deficit | | | ( | | | ( |
Total stockholders’ equity | | | | | | |
Total liabilities and stockholders’ equity | | $ | | | $ | |
See accompanying notes to condensed consolidated financial statements.
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RIGETTI COMPUTING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
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| Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Revenue | | $ | | | $ | | | $ | | | $ | |
Cost of revenue | | | | | | | | | | | | |
Total gross profit | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
Research and development | | | | | | | | | | | | |
Selling, general and administrative | | | | | | | | | | | | |
Total operating expenses | | | | | | | | | | | | |
Loss from operations | | | ( | | | ( | | | ( | | | ( |
Other income (expense), net: | | | | | | | | | | | | |
Interest income | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities | | | | | | ( | | | | | | ( |
Change in fair value of earn-out liabilities | | | — | | | ( | | | — | | | |
Total other income (expense), net | | | | | | ( | | | | | | ( |
Net loss before provision for income taxes | | | ( | | | ( | | | ( | | | ( |
Provision for income taxes | | | — | | | — | | | — | | | — |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Net loss available to common stockholders used in diluted loss per share | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Net loss per share attributable to common stockholders – basic | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Net loss per share attributable to common stockholders – diluted | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Weighted average shares used to compute net loss per share attributable to common stockholders – basic | | | | | | | | | | | | |
Weighted average shares used to compute net loss per share attributable to common stockholders – diluted | | | | | | | | | | | | |
See accompanying notes to condensed consolidated financial statements.
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RIGETTI COMPUTING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
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| Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Other comprehensive income (loss): | | | | | | | | | | | | |
Foreign currency translation adjustments | | | | | | ( | | | ( | | | ( |
Unrealized gain (loss) on available-for-sale debt securities | | | ( | | | | | | ( | | | |
Total other comprehensive income (loss) before income taxes | | | ( | | | | | | ( | | | |
Income taxes | | | — | | | — | | | — | | | — |
Total other comprehensive income (loss) after income taxes | | | ( | | | | | | ( | | | |
Total comprehensive loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
See accompanying notes to condensed consolidated financial statements.
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RIGETTI COMPUTING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
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| Nine Months Ended September 30, | ||||
| | 2026 | | 2025 | ||
Cash flows from operating activities: | | | |
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Net loss | | $ | ( | | $ | ( |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | |
Depreciation and amortization | | | | | | |
Stock-based compensation | | | | | | |
Change in fair value of earn-out liabilities | | | — | | | ( |
Change in fair value of derivative warrant liabilities | | | ( | | | |
Accretion of available-for-sale securities | | | ( | | | ( |
Non-cash lease expense | | | | | | |
Changes in operating assets and liabilities: | | | | | | |
Accounts receivable | | | ( | | | |
Prepaid expenses, other current assets and other assets | | | ( | | | ( |
Deferred revenue | | | | | | ( |
Accounts payable | | | | | | |
Accrued expenses and operating lease liabilities | | | | | | ( |
Net cash used in operating activities | | | ( | | | ( |
Cash flows from investing activities: | | | | | | |
Purchases of property and equipment | | | ( | | | ( |
Purchases of available-for-sale securities | | | ( | | | ( |
Maturities of available-for-sale securities | | | | | | |
Net cash provided by (used in) investing activities | | | | | | ( |
Cash flows from financing activities: | | | | | | |
Proceeds from sale of common stock through At-The-Market (ATM) Offerings | | | — | | | |
Proceeds from sale of common stock from Quanta private placement transaction | | | — | | | |
Payments of offering costs | | | ( | | | ( |
Net proceeds from tax withholdings on sell-to-cover equity award transactions | | | — | | | |
Proceeds from issuance of common stock upon exercise of stock options | | | | | | |
Proceeds from issuance of common stock upon exercise of warrants | | | | | | |
Net cash provided by financing activities | | | | | | |
Effects of exchange rate changes on cash and cash equivalents | | | ( | | | ( |
Net Increase (decrease) in cash and cash equivalents | | | | | | ( |
Cash and cash equivalents – beginning of period | | | | | | |
Cash and cash equivalents – end of period | | $ | | | $ | |
Supplemental disclosures of other cash flow information: | | | | | | |
Non-cash investing and financing activities: | | | | | | |
Purchases of property and equipment recorded in accounts payable | | | | | | |
Purchases of property and equipment recorded in accrued expenses | | | — | | | |
Prepayments for purchases of property and equipment recorded in other assets | | | ( | | | — |
Non-cash addition to operating lease right-of-use asset and liability | | | | | | — |
Reclassification of earn-out liabilities to additional paid-in capital for vesting of Sponsor Vesting Shares | | | — | | | |
Reclassification of derivative liabilities to additional paid-in capital due to exercise of Public Warrants | | | | | | |
Purchases of deferred offering costs in accounts payable | | | | | | — |
Unrealized (loss) gain on short term investments | | | ( | | | |
See accompanying notes to condensed consolidated financial statements.
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RIGETTI COMPUTING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| (1) | Description of Business |
Rigetti Computing, Inc. and its subsidiaries (collectively, the “Company” or “Rigetti”) build quantum computers and the superconducting quantum processors that power them. The Company sells 9-qubit to 108-qubit quantum computing systems under the Novera™ and Cepheus™ trade names. Through the Rigetti Quantum Cloud Services (QCS®) platform, the Company’s machines can be integrated into any public, private or hybrid cloud.
The Company is located and headquartered in Berkeley, California. The Company also operates in Fremont, California; London, United Kingdom; Adelaide, Australia; British Columbia, Canada; and Thane, India. The Company’s revenue is derived primarily from operations in the United States and the United Kingdom.
(2) Summary of Significant Accounting Policies
Basis of Presentation
On March 2, 2022 (the “Closing Date”), a merger transaction between Rigetti Holdings, Inc. (“Legacy Rigetti”) and Supernova Partners Acquisition Company II, Ltd. (“SNII”) was completed (the “Business Combination”). In connection with the closing of the Business Combination, the Company changed its name to Rigetti Computing, Inc. and all of SNII Class A ordinary shares and SNII Class B ordinary shares automatically converted into shares of common stock, par value $
The Company determined that Legacy Rigetti was the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (ASC) 805, Business Combination.
Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Rigetti issuing stock for the net assets of SNII, accompanied by a recapitalization. The primary asset acquired from SNII was cash that was assumed at historical costs. Separately, the Company also assumed warrants that were deemed to be derivatives and met liability classification subject to fair value adjustment measurements upon closing of the Business Combination (the “Closing”). No goodwill or other intangible assets were recorded because of the Business Combination. While SNII was the legal acquirer in the Business Combination because Legacy Rigetti was deemed the accounting acquirer, the historical financial statements of Legacy Rigetti became the historical financial statements of the combined company, upon the consummation of the Business Combination.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S.” and such accounting principles, “GAAP”) for complete financial statements due to the permitted exclusion of certain disclosures for interim reporting. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary under GAAP for a fair presentation of results for the interim periods presented have been included. As a result of displaying amounts in thousands, rounding differences may exist in the condensed consolidated financial statements and footnote tables. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for other interim periods or future years.
The condensed consolidated balance sheet as of December 31, 2025, included herein, is derived from the audited consolidated financial statements as of that date, however, it does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 4, 2026.
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Principles of Consolidation
The accompanying condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Emerging Growth Company
Following the Business Combination, the Company qualifies as an emerging growth company (“EGC”) as defined in the Jumpstart our Business Startups (“JOBS”) Act. The JOBS Act permits companies with EGC status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they apply to private companies. The Company intends to use this extended transition period to enable it to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates. The Company will no longer be an EGC as of December 31, 2026.
Significant Accounting Policies
Except as disclosed in Note 16, there were no material changes to the significant accounting policies disclosed in “Note 2 – Summary of Significant Accounting Policies” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 4, 2026.
Use of Estimates
The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to, the fair value of share-based awards, the fair value of derivative warrant liabilities, the fair value of Sponsor Vesting Shares issued in connection with the Business Combination, accrued liabilities and contingencies, probability of achievement of milestones under the CHIPS Act Award, depreciation and amortization periods, revenue recognition and accounting for income taxes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment and adjusts when facts and circumstances dictate. These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from those estimates.
Risks and Uncertainties
The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the potential need for additional capital (or financing) in the future, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology.
Based on the Company’s forecasts, the Company believes that its existing cash and cash equivalents and available for sale investments will be sufficient to meet its anticipated operating cash needs for at least the next twelve months from the issuance date of these financial statements based on the Company’s current business plan and expectations and assumptions considering current macroeconomic conditions.
Macroeconomic Conditions
Results of the Company’s operations have varied and may continue to vary based in part on the impact of changes in the domestic or global economy.
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Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, inflation, financial and credit market fluctuations, supply chain constraints, governmental actions and regulations such as international trade policies, tariffs and export controls, national security interests, pandemics, political turmoil, government shutdowns, natural catastrophes, warfare, and terrorist attacks in the United States or elsewhere, could negatively affect the Company’s business, including progress toward the development of quantum computing by increasing the cost of materials and components and our operating costs. It is not possible at this time to estimate the long-term impact that these and related events could have on the Company’s business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted.
Recently Adopted Accounting Pronouncements
In July 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2025-05, “Financial Statements – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which provides practical expedients for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606 (revenue from contracts with customers). ASU 2025-05 was effective for the Company for the interim and annual periods beginning after December 31, 2025. The Company’s adoption of this standard did not have a material impact on the condensed consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements (“ASU 2025-12”). ASU 2025-12 Issue 4 (Issue 4) clarifies guidance in Accounting Standards Codification (ASC) 260, Earnings Per Share, on calculating diluted earnings or loss per share (EPS) when an entity reports a loss from continuing operations and has a contract that may be settled in cash or stock. In that situation, an entity must adjust the numerator for any gain or loss as if the contract were classified as equity and determine whether the combined numerator adjustment and potential common shares are dilutive. Issue 4 also clarifies that potentially dilutive shares excluded from the quarterly computations due to losses are included in the year-to-date diluted EPS on a weighted-average-basis if the combined effect is dilutive. ASU 2025-12 is effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted and may be adopted on an issue-by-issue basis. Issue 4 must be applied retrospectively to all reporting periods presented. The Company adopted Issue 4 on January 1, 2026. The Company’s adoption of Issue 4 did not have an impact on the Company’s calculation of diluted net income per share attributable to common stockholders for the three and nine months ended September 30, 2025 because the losses resulting from the change in the fair value of the underlying derivative warrant liabilities for the Company’s Public and Private Warrants were not excluded from the calculation of diluted net loss per share because the impact was anti-dilutive.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses,” which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the footnotes to the financial statements for both annual and interim periods. ASU 2024-03 is effective for the Company for annual periods beginning after December 15, 2026, and interim reporting periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.
In May 2025, the FASB issued ASU 2025-04, “Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer,” which provides clarifying guidance on the accounting for share-based consideration payable to a customer. ASU 2025-04 is effective for the Company for annual periods beginning after December 31, 2026. Early adoption is permitted using either a full retrospective or modified retrospective transition method. The Company’s adoption of this standard is not expected to have a material impact on the condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, “Accounting for Government Grants Received by Business Entities,” to establish guidance on the recognition, measurement, and presentation of government grants received by business entities. The new guidance leverages the principles in the accounting framework for government assistance in the International Financial Reporting Standards, specifically International Accounting Standard No. 20, “Accounting for Government Grants and Disclosure of Government Assistance,” makes certain targeted improvements and modifies certain of the existing disclosure requirements in ASU 832, “Government Assistance.” ASU 2025-10 is effective for public business entities in annual periods beginning after December 31, 2028 (including interim periods within) and one year later for all other entities with early adoption in any period for which financial statements have not been issued. The guidance can be applied on a modified prospective basis, a modified retrospective basis, or a full retrospective basis. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.
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In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which lists the disclosures required under ASC 270 and establishes a disclosure principle. The disclosure principle requires entities issuing condensed statements to disclose events occurring since the end of the most recent fiscal year that have a material impact on the entity. ASU 2025-11 can be applied prospectively or retrospectively and is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements (“ASU 2025-12”). The amendments affect a number of areas, including, but not limited to, earnings per share, revenue recognition, and certain aspects of financial instruments and presentation. ASU 2025-12 is effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted, and the amendments may be adopted on an amendment-by-amendment basis. Transition requirements vary by amendment and may include prospective or retrospective application. As discussed above, the Company adopted Issue 4 of ASU 2025-12 on January 1, 2026. The Company is still evaluating the impact of the remaining issues in this pronouncement on the consolidated financial statements.
(3) Changes in Stockholders’ Equity
Three and Nine Months Ended September 30, 2026 and 2025 (in thousands):
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Accumulated | | | | | | |
| | | | | | | | Additional | | Other | | | | | Total | ||
| | Common Stock | | | Paid-In | | Comprehensive | | Accumulated | | Stockholders’ | ||||||
| | Shares | | Amount | | | Capital | | Income (Loss) | | Deficit | | Equity | ||||
Balance, June 30, 2026 |
| | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Issuance of common stock upon exercise of stock options | | | | | — | | | | | | — | | | — | | | |
Issuance of common stock upon exercise of common stock warrants | | | | | — | | | | | | — | | | — | | | |
Issuance of common stock upon release of restricted stock units ("RSUs") |
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Issuance of common stock pursuant to the U.S. Department of Commerce CHIPS Act Award | | | | | | | | ( | | | — |
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Stock-based compensation |
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Foreign currency translation gain |
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Change in unrealized loss on available-for-sale securities |
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Net loss |
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Balance, September 30, 2026 |
| | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
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| | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | Additional | | Other | | | | | Total | |||
| | Common Stock | | Paid-In | | Comprehensive | | Accumulated | | Stockholders’ | |||||||
| | Shares | | Amount | | Capital | | Income (Loss) | | Deficit | | Equity | |||||
Balance, December 31, 2025 | | | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Issuance of common stock upon exercise of stock options | | | | | — | | | | | | — | | | — | | | |
Issuance of common stock upon exercise of common stock warrants | | | | | — | | | | | | — | | | — | | | |
Issuance of common stock upon release of RSUs |
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Issuance of common stock pursuant to the U.S. Department of Commerce CHIPS Act Award | | | | | | | | ( | | | — |
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Stock-based compensation |
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Foreign currency translation loss |
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Change in unrealized loss on available-for-sale securities |
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Net loss |
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Balance, September 30, 2026 |
| | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
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| | | | | | | | | | | | | | | | | |
| | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | Additional | | Other | | | | | Total | |||
| | Common Stock | | Paid-In | | Comprehensive | | Accumulated | | Stockholders’ | |||||||
| | Shares | | Amount | | Capital | | Income (Loss) | | Deficit | | Equity | |||||
Balance, June 30, 2025 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Issuance of common stock upon exercise of stock options | | | | | | | | | | | — | | | — | | | |
Issuance of common stock upon exercise of common stock warrants | | | | | — | | | | | | — | | | — | | | |
Issuance of common stock upon release of RSUs | | |
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Vesting of Sponsor Redemption-Based Vesting Shares | | — | | | — | | | | | | — |
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Stock-based compensation | | — | | | — | | | | | | — |
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Foreign currency translation loss | | — | | | — | | | — | | | ( | | | — | | | ( |
Change in unrealized gain on available-for-sale securities | | — | | | — | | | — | | | | | | — | | | |
Net loss | | — | | | — | | | — | | | — | | | ( | | | ( |
Balance, September 30, 2025 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | Additional | | Other | | | | | Total | |||
| | Common Stock | | Paid-In | | Comprehensive | | Accumulated | | Stockholders’ | |||||||
| | Shares | | Amount | | Capital | | Income (Loss) | | Deficit | | Equity | |||||
Balance, December 31, 2024 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Issuance of common stock upon exercise of stock options | | | | | | | | | | | — | | | — | | | |
Issuance of common stock upon exercise of common stock warrants | | | | | — | | | | | | — | | | — | | | |
Issuance of common stock upon release of RSUs | | | | | — | | | — | | | — | | | — | | | — |
Proceeds from sale of common stock from Quanta private placement transaction | | | | | — | | | | | | — | | | — | | | |
Proceeds from sale of common stock through At-The-Market ("ATM") Offering | | | | | | | | | | | — | | | — | | | |
Vesting of Promote Sponsor Vesting Shares | | — | | | — | | | | | | — | | | — | | | |
Vesting of Sponsor Redemption-Based Vesting Shares | | — | | | — | | | | | | — |
|
| — | | | |
Capitalization of deferred offering costs to equity upon share issuance | | — | | | — | | | ( | | | — | | | — | | | ( |
Stock-based compensation | | — | | | — | | | | | | — | | | — | | | |
Foreign currency translation loss | | — | | | — | | | — | | | ( | | | — | | | ( |
Change in unrealized gain on available-for-sale securities | | — | | | — | | | — | | | | | | — | | | |
Net loss | | — | | | — | | | — | | | — | | | ( | | | ( |
Balance, September 30, 2025 |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
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(4) Investments
All investments in fixed income securities are classified as cash equivalents or available-for-sale in the condensed consolidated balance sheets based on the underlying maturity date of each investment. Fixed income securities are recorded at their estimated fair value.
| | | | | | | | | | | | | |
| | September 30, 2026 | | ||||||||||
| | Amortized | | Unrealized | | Unrealized | | Fair | | ||||
| | Cost | | Gains | | Losses | | Value | | ||||
Cash equivalents: | | | | | | | | | | | | | |
Money market funds | | $ | | | $ | — | | $ | — | | $ | | |
Cash equivalents | | $ | | | $ | — | | $ | — | | $ | | |
Available-for-sale investments-short-term: | | | | | | | | | | | | | |
U.S. treasury securities | | $ | | | $ | — | | $ | ( | | $ | | |
Available-for-sale investments – short-term | | $ | | | $ | — | | $ | ( | | $ | | |
Available-for-sale investments-long-term: | | | | | | | | | | | | | |
U.S. treasury securities | | $ | | | $ | — | | $ | ( | | $ | | |
Available-for-sale investments – long-term | | $ | | | $ | — | | $ | ( | | $ | | |
| | | | | | | | | | | | |
| | December 31, 2025 | ||||||||||
| | Amortized | | Unrealized | | Unrealized | | Fair | ||||
| | Cost | | Gains | | Losses | | Value | ||||
Cash equivalents: | | | | | | | | | | | | |
Money market funds | | $ | | | $ | — | | $ | — | | $ | |
Cash equivalents | | $ | | | $ | — | | $ | — | | $ | |
Available-for-sale investments-short-term: | | | | | | | | | | | | |
U.S. treasury securities | | $ | | | $ | | | $ | — | | $ | |
Available-for-sale investments – short-term | | $ | | | $ | | | $ | — | | $ | |
Available-for-sale investments-long-term: | | | | | | | | | | | | |
U.S. treasury securities | | $ | | | $ | | | $ | — | | $ | |
Available-for-sale investments – long-term | | $ | | | $ | | | $ | — | | $ | |
The Company invests in highly rated investment grade debt securities. As of September 30, 2026, all of the Company’s available-for-sale securities have final maturities of one year or less, except for
As of September 30, 2026, there were
See Note 5 for additional information regarding the fair value of the Company’s investments.
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(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 condensed 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 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. 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 following tables present the fair value hierarchy used to measure the Company’s financial assets and liabilities as of September 30, 2026 and December 31, 2025, respectively (in thousands):
| | | | | | | | | |
| | September 30, 2026 | |||||||
| | Level 1 | | Level 2 | | Level 3 | |||
Assets: | | | | | | | | | |
Cash equivalents: | | | | | | | | | |
Money market funds | | $ | | | $ | — | | $ | — |
Short-term investments: | | | | | | | | | |
U.S. treasury securities | | | — | | | | | | — |
Long-term investments: | | | | | | | | | |
U.S. treasury securities | | | — | | | | | | — |
Total Assets | | $ | | | $ | | | $ | — |
Liabilities: | | | | | | | | | |
Derivative warrant liability – Public Warrants | | $ | | | $ | — | | $ | — |
Derivative warrant liability – Private Warrants | | | — | | | — | | | |
Total Liabilities | | $ | | | $ | — | | $ | |
| | | | | | | | | |
| | December 31, 2025 | |||||||
| | Level 1 | | Level 2 | | Level 3 | |||
Assets: | | | | | | | | | |
Cash equivalents: | | | | | | | | | |
Money market funds | | $ | | | $ | — | | $ | — |
Short-term investments: | | | | | | | | | |
U.S. treasury securities | | | — | | | | | | — |
Long-term investments: | | | | | | | | | |
U.S. treasury security | | | — | | | | | | — |
Total Assets | | $ | | | $ | | | $ | — |
Liabilities: | | | | | | | | | |
Derivative warrant liability – Public Warrants | | $ | | | $ | — | | $ | — |
Derivative warrant liability – Private Warrants | | | — | | | — | | | |
Total Liabilities | | $ | | | $ | — | | $ | |
As of September 30, 2026 and December 31, 2025, the Company has recorded the following financial instruments subject to fair value measurements: 1) Derivative warrant liabilities—Public Warrants and Private Warrants, 2) Money market funds and 3) U.S. treasury securities.
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The fair value of the Public Warrants and money market funds have been measured based on their observable listed prices, a Level 1 measurement. The fair value of the Company’s Level 2 financial assets is determined by using inputs based on quoted market prices for similar instruments. All other financial instruments are classified as Level 3 instruments as they all include unobservable inputs. The Private Warrants are measured at fair value using a Black Scholes model. The Company estimated the volatility of its Private Warrants based on the historical volatility of the Company’s Common Stock.
During the three and nine months ended September 30, 2025, the vesting conditions for the Sponsor Vesting Shares (as defined in Note 7) were satisfied, and the underlying earn-out liabilities (Refer to Note 7 for Earn-out liabilities) were adjusted to fair value using the closing market price of the Company’s Common Stock on their respective vesting dates. The earn-out liability for the Sponsor Redemption-Based Vesting Shares (as defined in Note 7) as of their August 14, 2025 vesting date was $
During the three and nine months ended September 30, 2026, the number of Private Warrants (a Level 3 measurement) converted to Public Warrants (a Level 1 measurement) were
During the three and nine months ended September 30, 2025, the number of Private Warrants (a Level 3 measurement) converted to Public Warrants (a Level 1 measurement) were
A summary of the changes in the fair value of the Company’s Level 3 financial instruments during the nine months ended September 30, 2026, and September 30, 2025 is as follows (in thousands):
| | | | | | |
| | Derivative | | | | |
| | Warrant Liability - | | Earn-out | ||
| | Private Warrants | | Liabilities | ||
Balance – December 31, 2025 | | $ | | | $ | — |
Change in fair value - three months ended March 31, 2026 | | | ( | | | — |
Transfer from Private Warrants to Public Warrants - three months ended March 31, 2026 | | | ( | | | — |
Change in fair value - three months ended June 30, 2026 | | | | | | — |
Transfer from Private Warrants to Public Warrants - three months ended June 30, 2026 | | | ( | | | — |
Change in fair value - three months ended September 30, 2026 | | | ( | | | — |
Balance – September 30, 2026 | | $ | | | $ | — |
| | | | | | |
Balance – December 31, 2024 | | $ | | | $ | |
Change in fair value - three months ended March 31, 2025 | | | ( | | | ( |
Vesting of Promote Sponsor Vesting Shares | | | — | | | ( |
Transfer of Private Warrants to Public Warrants - three months ended March 31, 2025 | | | ( | | | — |
Change in fair value - three months ended June 30, 2025 | | | | | | |
Transfer of Private Warrants to Public Warrants - three months ended June 30, 2025 | | | ( | | | — |
Change in fair value - three months ended September 30, 2025 | | | | | | |
Vesting of Sponsor Redemption-Based Vesting Shares | | | — | | | ( |
Transfer of Private Warrants to Public Warrants - three months ended September 30, 2025 | | | ( | | | — |
Balance – September 30, 2025 | | $ | | | $ | — |
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(6) Warrants
Each whole Public Warrant and Private Warrant entitles the holder to purchase
Public Warrants
When the price per share of the Company’s Common Stock equals or exceeds $
| ● | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
| ● | if, and only if, the closing price of the shares of the Company’s Common Stock equals or exceeds $ |
If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. Any such exercise would not be done on a “cashless” basis and would require the exercising warrant holder to pay the exercise price in cash for each warrant being exercised. The price of the shares of the Company’s Common Stock may fall below the $
When the price per share of the Company’s Common Stock equals or exceeds $
| ● | upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption as described below; and |
| ● | if, and only if, the closing price of the Company’s Common Stock equals or exceeds $ |
Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis and could potentially receive up to a maximum of
As of September 30, 2026 and December 31, 2025, Public Warrants issued and outstanding were
During the three and nine months ended September 30, 2026, the number of Public Warrants exercised, each for
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The calculated fair value of the derivative liability for the Public Warrants as of September 30, 2026 and December 31, 2025 was $
Private Warrants
The Private Warrants have terms and provisions identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period, except that if the Private Warrants are held by the initial purchasers, or such purchasers’ permitted transferees, then the Private Warrants are not redeemable by the Company and may be exercised for cash or on a cashless basis. If the Private Warrants are held by someone other the initial purchasers or such purchasers permitted transferees, then the Private Warrants become Public Warrants and are redeemable by the company and exercisable by such holders on the same basis as the Public Warrants.
During the three and nine months ended September 30, 2026, the number of Private Warrants that converted to Public Warrants because of transfer from the initial purchaser (or such purchaser’s permitted transferees) to other holders were
As of September 30, 2026 and December 31, 2025, Private Warrants issued and outstanding were
The calculated fair value of the derivative liability for the Private Warrants as of September 30, 2026 and December 31, 2025 was $
Significant inputs into the Black-Scholes option-pricing models used to value the Private Warrants at September 30, 2026 and December 31, 2025 are as follows:
| | | | | | |
| | | | | | |
Valuation Assumptions | | September 30, 2026 | | December 31, 2025 | ||
Stock Price | | $ | | | $ | |
Strike Price | | $ | | | $ | |
Volatility (annual) (%) | | | | | ||
Risk-free rate (%) | | | | | ||
Estimated time to expiration (years) | | | | | | |
Dividend yield (%) | | | | | | |
Equity Classified Warrants
Series C Preferred Stock Financing Warrants
During 2020, a subsidiary of Legacy Rigetti issued and sold an aggregate of
The Company determined that the Series C Warrants met the requirements for equity classification under ASC 480 and ASC 815. The Company estimated the fair value of the Series C Warrants using the Black-Scholes model and allocated approximately $
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During the three and nine months ended September 30, 2026,
Customer Warrant
In February 2020, the Company issued a warrant to purchase shares of its Class A Common Stock to a customer in conjunction with a revenue arrangement (the “Customer Warrant”). The Customer Warrant was assumed by the Company in connection with the Business Combination and converted into a warrant to purchase
The Company followed the guidance in ASC 718 and ASC 606 for the accounting of non-cash consideration payable to a customer. The Company determined that the Customer Warrant met the requirements for equity classification under ASC 718 and measured the Customer Warrant based on its grant date fair value, estimated to be $
The vesting status of the Customer Warrant is as follows:
| | | | |
| | September 30, 2026 | | December 31, 2025 |
Vested Customer Warrant shares |
| |
| |
Unvested Customer Warrant shares |
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|
| |
| |
(7) Earn-out Liabilities
Upon the closing of the Business Combination on March 2, 2022, SNII, Supernova Partners II LLC (the “Sponsor”) and SNII’s directors and officers (collectively the “Sponsor Holders”) subjected certain shares of Common Stock (which are referred to as the Sponsor Vesting Shares, as defined below) to forfeiture for a five-year period following the closing of the Business Combination, with vesting occurring only if thresholds related to the weighted average price of the Company’s Common Stock were met as described below (the “Earn-out Triggering Events”). Any Sponsor Vesting Shares (defined below) that were not vested by the fifth anniversary of the closing of the Business Combination were to be forfeited.
Sponsor Vesting Shares – Vesting Provisions:
| (i) |
| (ii) |
During the year ended December 31, 2025, the Earn-out Triggering Events for each of the Sponsor Redemption-Based Vesting Shares and the Promote Sponsor Vesting Shares were satisfied, and the underlying earn-out liabilities were adjusted to fair value using the closing market price of the Company’s Common Stock on their respective vesting dates. The earn-out liability for the Sponsor Redemption-Based Vesting Shares as of their August 14, 2025 vesting date was $
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The earn-out liability for the Promote Sponsor Vesting Shares as of their February 6, 2025 vesting date was $
Prior to vesting, the earn-out liabilities were adjusted to fair value for each reporting period using the Monte Carlo simulation model. The change in the fair value of the earn-out liabilities included in the condensed consolidated statements of operations during the three and nine months ended September 30, 2025 was a loss of $
(8) Stockholders’ Equity
As of September 30, 2026, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments:
| | |
| | Common Stock |
Common Stock warrants | | |
Stock-Based Awards—RSUs Outstanding |
| |
Stock-Based Awards—Options Outstanding |
| |
Total |
| |
U.S. Department of Commerce CHIPS Act Agreements
On September 8, 2026, in connection with the Company’s agreements with the U.S. Department of Commerce under the U.S. CHIPS Act of 2022, the Company issued
At-the-Market Offering
On May 29, 2025, the Company entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies, LLC (the “Agent”) with respect to an At-the-Market offering program, pursuant to which the Company sold, from time to time at its sole discretion, shares of its Common Stock having an aggregate offering price of $
During the nine months ended September 30, 2025, the Company raised gross proceeds of $
(9) Share-Based Compensation
2013 Equity Incentive Plan
In 2013, the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”) which provided for the grant of qualified incentive stock options (“ISOs”) and nonqualified stock options (“NSOs”), restricted stock, restricted stock units (“RSUs”) or other awards to the Company’s employees, officers, directors, advisors, and outside consultants. After the Business Combination became effective on March 2, 2022, no additional awards were issued under the 2013 Plan. Awards outstanding under the 2013 Plan continue to be governed by such plan; however, the Company will not grant any further awards under the 2013 Plan.
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2022 Equity Incentive Plan
In connection with the Business Combination, the shareholders approved the Rigetti Computing, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) which provides for the grant of ISOs, NSOs, stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates. As of September 30, 2026, there were
The number of shares reserved for issuance under the 2022 Plan will automatically increase on January 1st of each year for a period of
Stock Option Activity
The following is a summary of stock option activity (intrinsic values in thousands):
| | | | | | | | | | |
| | | | Weighted | | Weighted- | | | | |
| | | | Average | | Average | | Aggregate | ||
| | | | Exercise | | Contractual | | Intrinsic | ||
| | Options Outstanding | | Price Per Share | | Life (in years) | | Value (in thousands) | ||
Outstanding, December 31, 2025 |
| | | $ | |
| | $ | | |
Granted |
| | | | |
| |
|
| |
Exercised |
| ( | | | |
| |
| | |
Forfeited and expired |
| — | | | — |
| |
|
| |
Outstanding and expected to vest, September 30, 2026 | | | | $ | | | | $ | | |
Exercisable, September 30, 2026 |
| | | $ | |
| | $ | | |
The Company’s outstanding stock options generally have exercise prices equal to fair market value on the date of grant, expire after
There were
Stock-based compensation expense related to stock options granted to employees was $
Fair Value of Stock Option Grants
The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses the assumptions noted in the table below.
Expected volatility for the Company’s Common Stock was determined based on a one-third weighting of the historical volatility of a peer group of similar public companies and a two-thirds weighting of the historical volatility of the Company’s Common Stock.
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The Company has not been public for a sufficient length of time to derive expected volatility solely from trading in its Common Stock. The expected term of stock options granted was calculated using the simplified method, which represents the average of the contractual term and the weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical exercise data for its options to provide a reasonable basis upon which to estimate the expected term.
The assumed dividend yield was based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free rate was based upon the U.S. Treasury yield curve in effect at the time of grant for the period equivalent to the expected term of the stock option. In determining the exercise prices for stock options granted, the Company’s board of directors has utilized the fair value of the Common Stock as of the grant date.
Before the Business Combination, the fair value of the Common Stock had been determined by the board of directors at each award grant date based upon a variety of factors, including the results obtained from an independent third-party valuation, the Company’s financial position and historical financial performance, the status of technological developments within the Company, the composition and ability of the current engineering and management team, an evaluation or benchmark of the Company’s competition, the current business climate in the marketplace, the illiquid nature of the Company’s Common Stock, arm’s-length sales of the Company’s capital stock, the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event, among others.
The valuation assumptions used as inputs to the Black-Scholes option-pricing model to value stock options granted during the nine months ended September 30, 2026, were as follows:
| | |
Valuation Assumptions | | Time-based Stock Option Grants |
Strike price | | $ |
Annual volatility (%) | | |
Risk- free rate (%) | | |
Expected term (years) | |
RSUs
The following is a summary of RSU activity:
| | | | | |
| | | | Weighted Average | |
| | | | Grant Date Fair | |
| | Shares | | Value | |
Non-vested at December 31, 2025 |
| | | $ | |
Granted |
| | | | |
Vested |
| ( | | | |
Forfeited |
| ( | | | |
Non-vested at September 30, 2026 |
| | | $ | |
As of September 30, 2026, the Company’s non-vested RSUs have a service-based vesting condition ranging from
The income tax withholding obligation for all RSUs are satisfied through the sale of shares into the market, otherwise known as Sell-To-Cover (“STC”). The STC transaction and the income tax withholding remittance for the market-based RSUs that vested in December 2024 took place on December 30, 2024. The $
The weighted-average grant date fair value of RSUs granted during the nine months ended September 30, 2026 and September 30, 2025, was $
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Fair Value of RSUs Awards
The number of service-based RSUs granted during the nine months ended September 30, 2026 and September 30, 2025 was
Stock-based compensation expense related to RSUs granted to employees was $
Summarized Stock-Based Compensation Expenses
The table below summarizes total stock-based compensation expenses for the three and nine months ended September 30, 2026 and September 30, 2025 (in thousands):
:
| | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Research and development | | $ | | | $ | | | $ | | | $ | | |
Selling, general and administrative expenses | | | | | | | | | | | | | |
Total stock-based compensation expenses | | $ | | | $ | | | $ | | | $ | | |
(10) | Revenue Recognition |
The following tables depict the disaggregation of revenue according to the type of good or service and timing of transfer of goods or services for the three and nine months ended September 30, 2026 and September 30, 2025 (in thousands):
| | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Collaborative research and professional services | | $ | | | $ | | | $ | | | $ | | |
Sales of quantum computers and quantum components | | | — | | | — | | | | | | — | |
Access to quantum computing systems | | | | | | | | | | | | | |
| | $ | | | $ | | | $ | | | $ | | |
| | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Revenue recognized at a point in time | | $ | — | | $ | — | | $ | | | $ | — |
Revenue recognized over time |
|
| | |
| | |
| |
|
| |
| | $ | | | $ | | | $ | | | $ | |
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Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of September 30, 2026, December 31, 2025 and December 31, 2024 were as follows (in thousands):
| | | | | | | | | |
| | September 30, 2026 | | December 31, 2025 | | December 31, 2024 | |||
Trade receivables | | $ | | | $ | | | $ | |
Unbilled receivables | | $ | | | $ | | | $ | |
Current portion of deferred revenue | | $ | ( | | $ | ( | | $ | ( |
Deferred revenue, less current portion | | $ | ( | | $ | ( | | $ | ( |
Changes in deferred revenue from contracts with customers were as follows:
| | | | | | | |
| | Nine Months Ended September 30, | | ||||
| | 2026 | | 2025 | | ||
Balance at beginning of period | | $ | ( | | $ | ( | |
Deferral of revenue | | | ( | | | ( | |
Recognition of deferred revenue | | | | | | | |
Total deferred revenue at end of period | | $ | ( | | $ | ( | |
Current portion of deferred revenue | | $ | ( | | $ | — | |
Deferred revenue, less current portion | | $ | ( | | $ | ( | |
Amounts recognized as revenue from beginning contract liabilities during the three and nine months ended September 30, 2026 were $
The Company expects to recognize estimated revenues related to performance obligations that are unsatisfied (or partially satisfied) during the next
The Company capitalizes deferred contract fulfillment costs that relate directly to a contract, generate or enhance resources that will be used to satisfy future performance obligations, and are expected to be recovered. These costs primarily consist of direct implementation, setup, and onboarding activities performed while fulfilling a customer contract. These capitalized contract fulfillment costs are amortized on a systematic basis that is consistent with the transfer to the customer of the corresponding goods or services.
As of September 30, 2026, capitalized contract fulfillment costs related to a future system delivery were approximately $
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(11) Segments, Geographical Information, Concentrations and Significant Customers
In addition to consolidated net loss, the Company’s Chief Operating Decision Maker (the Chief Executive Officer) reviews and utilizes natural expenses such as employee wages and benefits at a consolidated level to manage the Company’s operations and strategic growth initiatives. The measure of segment assets is reported in the balance sheet as total consolidated assets.
| | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Revenue | | $ | | | $ | | | $ | | | $ | |
Less: | | | | | | | | | | | | |
Salaries and employee-related costs | | | | | | | | | | | | |
Stock-based compensation | | | | | | | | | | | | |
Rent and facilities | | | | | | | | | | | | |
Professional services and legal fees | | | | | | | | | | | | |
Technology & IT costs | | | | | | | | | | | | |
Direct and indirect materials | | | | | | | | | | | | |
Depreciation and amortization expense | | | | | | | | | | | | |
Other segment items(1) | | | ( | | | | | | ( | | | |
Segment net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
The following table presents a summary of revenue by geography (in thousands):
| | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
United States | | $ | | | $ | | | $ | | | $ | |
Europe | | | |
| | | | | | | | |
Asia and other | | | | | | — | | | | | | |
Total revenue | | $ | |
| $ | | | $ | | | $ | |
Revenues from external customers are attributed to individual countries based on the physical location in which the services are provided or the particular customer location with whom the Company has contracted.
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company’s cash and cash equivalents are placed with high-credit-quality financial institutions, and at times exceed federally insured limits. To date, the Company has not experienced any credit loss relating to its cash and cash equivalents.
Significant customers that represent 10% or more of revenue are set forth in the following table:
| | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||
| | 2026 | | 2025 | | 2026 | | 2025 |
Customer A |
| * | | * | | | * | |
Customer B | | * | | * | | | * | |
Customer C |
| | * | | * | | * | |
Customer D |
| * | | | * | | ||
Customer E |
| | | * | | |||
Customer F | | | | * | | |||
Customer G | | | | | * | |||
Customer H | | | * | | * | | * | |
* Customer accounted for less than 10% of revenue in the respective periods.
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During the three and nine months ended September 30, 2026, sales to government entities comprised
Significant customers that represent 10% or more of accounts receivable are set forth in the following table:
| | | | |
| | September 30, 2026 | | December 31, 2025 |
Customer A |
| * | | |
Customer B |
| | * | |
Customer C |
| | * | |
Customer D | | | ||
Customer E | | |
* Customer accounted for less than 10% of accounts receivable at the respective point in time.
(12) Net Loss Per Share
The following table sets forth the computations of basic and diluted net loss per share attributable to common stockholders (in thousands, except for per share amounts):
| | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Numerator: |
|
| | | | |
|
| | | | |
Net loss used in basic computation | | $ | ( | | $ | ( |
| $ | ( | | $ | ( |
Less: Change in fair value of Public and Private Warrants | | | ( | | | — | | | ( | | | — |
Net loss used in diluted computation | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Denominator: | | | | | | | | | | | | |
Weighted-average shares outstanding - basic | | | | | | | | | | | | |
Weighted-average effect of potentially dilutive securities: | | | | | | | | | | | | |
Public and Private Warrants | | | | | | — | | | | | | — |
Weighted-average shares outstanding - diluted | | | | | | |
| | | | | |
Net loss per share - basic | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Net loss per share - diluted | | $ | ( | | $ | ( |
| $ | ( | | $ | ( |
For the three and nine months ended September 30, 2026 and September 30, 2025, the Company’s Public and Private Warrants (Refer to Note 6 for Public and Private Warrants) were in-the-money for purposes of computing diluted net loss per share. For the three and nine months ended September 30, 2026, the gains resulting from the change in the fair value of the underlying derivative warrant liabilities were excluded from the calculation of diluted net loss per share because the impact was dilutive, resulting from the greater loss for the period. For the three and nine months ended September 30, 2026, the potential common shares resulting from the presumed exercise of the Public and Private Warrants were included in the denominator for purposes of calculating diluted net loss per share using the treasury stock method. For the three and nine months ended September 30, 2025, the losses resulting from the change in the fair value of the underlying derivative warrant liabilities were not excluded from the calculation of diluted net loss per share because the impact was anti-dilutive.
As of December 31, 2025, all of the Sponsor Vesting Shares were vested (Refer to Note 7 for Sponsor Vesting Shares and Earn-out liabilities). For the three and nine months ended September 30, 2026, the Sponsor Vesting Shares have been included in the computations of basic and diluted net loss per share from the beginning of the period.
The vesting condition for all
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The weighted-average common shares outstanding for the three and nine months ended September 30, 2026 include
The Company excluded the following potentially dilutive securities from the computations of diluted net loss per share for the three and nine months ended September 30, 2026 and September 30, 2025 because their effect would be anti-dilutive:
| | | | | |
| | Nine Months Ended September 30, | | ||
| | 2026 | | 2025 | |
Common Stock warrants (1) |
| |
| | |
Stock Options |
| |
| | |
Restricted Stock Units |
| |
| | |
|
| |
| | |
| (1) | The number of outstanding warrants as of both September 30, 2026 and September 30, 2025 does not include |
(13) | Income Taxes |
The effective tax rate differs from the statutory rate, primarily due to the Company’s history of incurring losses which have not been benefited, write-off of federal and state net operating loss carryforwards and research and development tax credit carryforwards under Internal Revenue Code (IRC) section 382 limitation, stock-based compensation and other permanent differences, including gains and losses on derivative warrant and earn-out liabilities.
The Company has deferred tax assets as a result of temporary differences between the taxable income on its tax returns and GAAP income, R&D tax credit carry forwards and federal and state net operating loss carry forwards. A deferred tax asset generally represents future tax benefits to be received when temporary differences previously reported in the Company’s condensed consolidated financial statements become deductible for income tax purposes, when net operating loss carry forwards could be applied against future taxable income, or when tax credit carry forwards are utilized in the Company’s tax returns. 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.
Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s federal net operating loss carryforwards and research and development tax credit carryforwards, and other tax attributes are subject to annual limitation because of prior cumulative changes in the Company’s ownership and may be further limited in the future if additional ownership changes occur. Similar rules apply under state tax laws. These ownership changes limit the amount of net operating loss carryforwards and research and development tax credit carryforwards that can be utilized annually to reduce the Company’s federal and state income tax liabilities, if any. Such annual limitations could result in the expiration of the net operating loss carryforwards and research and development tax credit carryforwards before their utilization.
The Company has incurred a cumulative pre-tax loss for the past three years. The Company expects that it will continue to incur losses for income tax purposes for the foreseeable future, and will continue to carry a full valuation allowance for its deferred tax assets. Accordingly, the Company did not record a provision for income taxes for either the three and nine months ended September 30, 2026 or the three and nine months ended September 30, 2025.
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(14) Collaborative Arrangements
On February 27, 2025, the Company entered into a Collaboration Agreement (the “Collaboration Agreement”) with Quanta Computer Inc., a Taiwan corporation (“Quanta”). The term of the Collaboration Agreement is for
Pursuant to the Collaboration Agreement, during the
Under the Collaboration Agreement, the Company will retain all rights, title and ownership to all QPU Technology (as defined in the Collaboration Agreement) and related intellectual property (IP) rights created in the course of activities specified in a statement of work under the Collaboration Agreement. Other than the QPU Technology and IP rights described above, to the extent there is any jointly created, invented or other developed technology in the course of the performance of activities specified in a statement of work under the Collaboration Agreement, the Company and Quanta will jointly own, and each party will hold a one-half undivided interest in, all such joint project technology and all newly-created or newly-arising IP rights with respect thereto.
In connection with the Collaboration Agreement, on February 27, 2025, the Company entered into a securities purchase agreement with Quanta, pursuant to which the Company agreed to sell and issue to Quanta in a private placement transaction
(15) Leases
In April 2026, the Company entered into an operating lease agreement for the sublease of
Upon lease commencement, the Company recorded an initial right-of-use asset and a corresponding lease liability of $
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(16) U.S. Department of Commerce CHIPS Act Award
Transaction Overview
On September 4, 2026 (the “Award Date”), the Company’s wholly-owned subsidiary, Rigetti & Co, LLC, entered into an Other Transaction Agreement (the “Other Transaction Agreement”) with the U.S. Department of Commerce (the “Department”) under the U.S. CHIPS Act of 2022 (the “CHIPS Act”), pursuant to which the Department agreed to provide the Company with funding in the amount of up to $
The Other Transaction Agreement commenced on the Award Date and terminates on the earlier of (i) the date all of the milestones under the Other Transaction Agreement have been completed or (ii) the fifth anniversary of the Award Date, unless earlier terminated in accordance with the terms set forth in the Other Transaction Agreement (the “Period of Performance”). The Company may request an amendment of the Other Transaction Agreement to extend the Period of Performance by submitting a request to the Department at least sixty calendar days prior to the expiration of the Period of Performance.
Under the Other Transaction Agreement, $
The Other Transaction Agreement provides for certain data and intellectual property rights, including U.S. government license rights, march-in rights and restrictions on transfer of intellectual property developed using funds from the Award; domestic control and production, including U.S.-ownership and manufacturing requirements; restrictions relating to foreign entities and national security, including with respect to business operations, investments, ownership and partnerships; and security requirements, including compliance and certification obligations and assessments. In addition, the Company is subject to other compliance, reporting, and certification obligations under the Other Transaction Agreement, including with respect to the Davis-Bacon Act and applicable federal laws, Executive Orders and policies.
The Other Transaction Agreement provides the Department with the right to demand recovery of the aggregate amount of payments made to the Company for material non-compliance with security and domestic control and production requirements therein. In addition, the Department has the right to terminate the Other Transaction Agreement if there is a material failure to comply with the security and domestic control and production provisions, or any other provision of the Other Transaction Agreement determined by the Department to be material.
The Department may terminate the Other Transaction Agreement for convenience by providing
As inducement for the Department to enter into the Other Transaction Agreement, on September 8, 2026, the Company entered into a Securities Issuance Agreement (the “Securities Issuance Agreement”) with the Department pursuant to which
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the Company, (iv) certain resale shelf registration rights and piggyback registration rights in favor of the Department, (v) a covenant that the Department will not vote any Shares, except with respect to (A) certain matters that would or would have the effect of increasing or decreasing the aggregate number of authorized shares of Common Stock, increasing or decreasing the par value of the Common Stock, or altering or changing the powers, preferences, or special rights of the Common Stock so as to adversely affect the Common Stock and (B) any merger, consolidation or similar business combination involving the Company, and (vi) in the event the Department terminates the Other Transaction Agreement, the Company will have the right to repurchase from the Department, at an aggregate purchase price of $
Accounting
The Company concluded that: (i) the research funding received from the Department under the Other Transaction Agreement is government assistance outside the scope of ASC 606, ASC 730-20, and ASC 912-730, and would be accounted for by analogy to International Accounting Standard (“IAS”) 20 and ASC 958 given the lack of authoritative guidance on government grants to for-profit entities; (ii) the
As of September 30, 2026: (1) the Company concluded that receipt of the Award is probable, (2)
(17) | Commitments and Contingencies |
Legal Proceedings
From time to time, the Company is party to litigation and other legal proceedings in the ordinary course of business. While the results of any litigation or other legal proceedings are uncertain, the Company is not currently a party to any material legal proceedings that, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. The Company accrues loss contingencies when it is both probable that a loss will be incurred and when the amount of the loss or range of loss can be reasonably estimated.
Indemnification Provisions
The Company’s agreements include provisions indemnifying customers against intellectual property and other third-party claims. In addition, the Company has entered into indemnification agreements with its directors, executive officers and certain other officers that require the Company, among other things, to indemnify them against certain liabilities that may arise as a result of their affiliation with the Company. The Company has not incurred any costs as a result of such indemnification obligations and has not recorded any liabilities related to such obligations in the condensed consolidated financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations section should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” “will,” “continue,” “project,” “forecast,” “goal,” “should,” “could,” “would,” “potential,” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those described under Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated under Part II “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. See “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this Quarterly Report on Form 10-Q.
For purposes of this discussion, “Rigetti,” “the Company,” “we,” “us” or “our” refer to Rigetti Computing, Inc. and its subsidiaries unless the context otherwise requires.
Overview
We build quantum computers and the superconducting quantum processors that power them. We believe quantum computing represents one of the most transformative emerging capabilities in the world today. By leveraging quantum mechanics, we believe our quantum computers process information in fundamentally new, more powerful ways than classical computers. When scaled, it is anticipated that these systems will be poised to solve problems of staggering computational complexity at unprecedented speed. We are located and headquartered in Berkeley, California. We also operate in Fremont, California; London, United Kingdom; Adelaide, Australia; British Columbia, Canada; and Thane, India. Our revenue is derived primarily from operations in the United States and the United Kingdom.
With the goal of unlocking this opportunity, we have developed the world’s first multi-chip quantum processor for scalable quantum computing systems. We believe that this patented and patent pending, modular chip architecture is the building block for new generations of quantum processors that we expect to achieve a clear advantage over classical computers. Our long-term business model centers on revenue generated from sales of quantum processing units (“QPUs”) and quantum computing systems and providing access to quantum computing systems via the cloud in the form of Quantum Computing as a Service (“QCaaS”). Historically, most of our revenues have been derived from development contracts, and we anticipate this market opportunity will continue to represent an important source of revenue for at least the next several years as we work to ramp up sales of QPUs, quantum computing systems and QCaaS. Additionally, we are working to further develop a revenue stream and forging important customer relationships by entering into technology development contracts with various partners.
We are a vertically integrated company. We operate Fab-1, a wafer fabrication facility dedicated to prototyping and producing our quantum processors. Through Fab-1, we own the means of production of our breakthrough multi-chip quantum processor technology. We leverage our chips through a full-stack product development approach, from quantum chip design and manufacturing through cloud delivery. We believe this full-stack development approach offers both the fastest and lowest risk path to building commercially valuable quantum computers. We have been generating revenue since 2018 through partnerships with government agencies and commercial organizations; however, we have incurred significant operating losses since inception. Our net loss was $216.2 million for the year ended December 31, 2025. We incurred a loss from operations of $87.2 million for the nine months ended September 30, 2026. We expect to continue to incur additional losses for the foreseeable future as we invest in research, development, and infrastructure consistent with our long-term business strategy. As of September 30, 2026, we had an accumulated deficit of $793.6 million.
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Based on our forecasts, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to meet our anticipated operating cash needs for at least the next 12 months based on our current business plan, and expectations and assumptions considering current macroeconomic conditions. Our operating plans may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financing or other sources, such as strategic collaborations or other transactions. In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans.
We are focused on continuing to improve our system performance. As of the date of this Quarterly Report on Form 10-Q, we have achieved a median 99.8% two-qubit gate fidelity (based on internal testing) with 40 nanosecond gate speeds on our 9-qubit system by using a proprietary adiabatic CZ gate scheme. Leveraging this same gate scheme, we achieved two-qubit gate fidelities (based on internal testing) as high as 99.9% on prototype systems. In January 2026, we announced achievement of a median two-qubit gate fidelity (based on internal testing) of 99.6% on our 36-qubit system.
In January 2026, Rigetti Computing India P L, a wholly owned subsidiary of Rigetti Computing, Inc., announced that it received an $8.4 million purchase order to deliver a 108-qubit quantum computer to C-DAC. The system will be installed on-premises at C-DAC’s Bengaluru center and is expected to be deployed in the fourth quarter of 2026.
In April 2026, Rigetti announced the general availability of its 108-qubit quantum computing system, Cepheus™-1-108Q, with the system being accessible to customers and partners via the Rigetti Quantum Cloud Services (QCS®) Platform and through Amazon Braket, the quantum computing service by AWS. The system is also now available on Microsoft Azure Quantum and qBraid.
Cepheus-1-108Q is Rigetti’s highest qubit-count system to date and based on Rigetti’s proprietary chiplet-based architecture. The system comprises twelve interconnected 9-qubit chiplets, tripling the number of qubits and chiplets from Rigetti’s previous 36-qubit system, Cepheus-1-36Q. As of the date of this Quarterly Report on Form 10-Q, the system is performing at a 99.5% median two-qubit gate fidelity (based on internal testing) with a gate speed of approximately 60 nanoseconds and a 99.9% median single-gate fidelity (based on internal testing). Cepheus-1-108Q achieved 99.6% median two-qubit gate fidelity (based on internal testing) on an 80 qubit sublattice and 99.7% median two-qubit gate fidelity (based on internal testing) on a 50 qubit sublattice.
We believe that we will be able to achieve our plans described above and elsewhere in this Quarterly Report on Form 10-Q; however, we face various risks and uncertainties relating to our business that could cause actual results to differ materially from our expectations stated herein. This Quarterly Report on Form 10-Q, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the section entitled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated under Part II “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
Recent Developments – U.S. Department of Commerce Transaction
On September 4, 2026 (the “Award Date”), our wholly-owned subsidiary, Rigetti & Co, LLC (“Rigetti Sub”), entered into an Other Transaction Agreement (the “Other Transaction Agreement”) with the U.S. Department of Commerce (the “Department”) under the U.S. CHIPS Act of 2022 (the “CHIPS Act”), pursuant to which the Department agreed to provide us with funding in the amount of up to $100 million (the “Award”) to accelerate superconducting quantum computing research and development. The Other Transaction Agreement contemplates that we will pursue research and development activities related to three overall project tasks to address key technical challenges related to superconducting quantum computing: (i) compressing readout electronics into an integrated, miniaturized package, (ii) expanding cryogenic capacity by orders of magnitude using a new cryostat architecture, and (iii) developing the fabrication capabilities for high-connectivity chip architectures.
The Other Transaction Agreement commenced on the Award Date and terminates on the earlier of (i) the date all of the milestones under the Other Transaction Agreement have been completed or (ii) the fifth anniversary of the Award Date, unless earlier terminated in accordance with the terms set forth in the Other Transaction Agreement (the “Period of Performance”). We may request an amendment of the Other Transaction Agreement to extend the Period of Performance by submitting a request to the Department at least sixty calendar days prior to the expiration of the Period of Performance.
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Under the Other Transaction Agreement, $43.9 million of the Award was made available to us on the Award Date, and two subsequent tranches of $29.9 million and $26.2 million will be made available by the Department to us if the Department determines to its satisfaction that we have achieved the milestones with respect to the respective tranche in accordance with the applicable success criteria and by the applicable milestone date for such tranche. The Department has sole discretion to determine whether milestones have been satisfactorily achieved. The Other Transaction Agreement allows us to withdraw available funds under the Award to pay for eligible project costs, which must be expended within 30 days of withdrawal. If we fail to complete any required project activity under the Other Transaction Agreement prior to the applicable required project activity date, subject to any applicable cure period and/or forbearance provisions, the Department may demand recovery of the aggregate amount of payments made to us pursuant to the Other Transaction Agreement.
As inducement for the Department to enter into the Other Transaction Agreement, on September 8, 2026, we entered into a Securities Issuance Agreement (the “Securities Issuance Agreement”) with the Department pursuant to which 7,739,938 shares of our common stock (the “Shares”) were issued to the Department at an implied issuance price of $12.92 per share. In the event the Department terminates the Other Transaction Agreement, we will have the right to repurchase from the Department, at an aggregate purchase price of $1.00, that number of Shares equivalent to the amount of the Award that had not been disbursed or returned.
We concluded that (i) the research funding received from the Department under the Other Transaction Agreement is government assistance outside the scope of ASC 606, ASC 730-20, and ASC 912-730, and would be accounted for by analogy to IAS 20 and ASC 958 given the lack of authoritative guidance on government grants to for-profit entities; (ii) the 7,739,938 shares of common stock issued to the Department as inducement to enter into the Other Transaction Agreement are freestanding equity instruments classified as permanent equity; and (iii) because the issuance-date fair value of the shares (approximately $122.4 million) exceeds the full $100.0 million of award consideration, a residual allocation of proceeds results in the entire $100.0 million being allocated to the shares. Accordingly, eligible project costs will continue to be capitalized or expensed under normal U.S. GAAP, and no residual grant income or reduction of the related project costs will be recognized.
For additional information regarding the U.S. Department of Commerce transaction, See Note 16 “U.S. Department of Commerce CHIPS Act Award” to our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2026, included elsewhere in this Quarterly Report on Form 10-Q. See “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q for a discussion of risk factors relating to the U.S. Department of Commerce transaction.
Macroeconomic Considerations
Results of our operations have varied and may continue to vary based on the impact of changes in the domestic or global economy. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, inflation, interest rates, financial and credit market fluctuations, supply chain constraints, governmental actions and regulations such as international trade policies, tariffs and export controls, national security interests, pandemics, political turmoil, government shutdowns, natural catastrophes, military conflicts, and terrorist attacks in the United States or elsewhere, could negatively affect our business, including progress toward the development of quantum computing by increasing the cost of materials and components and our operating costs. It is not possible at this time to estimate the long-term impact that these and related events could have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted. If these conditions persist and deepen, we could experience an inability to access additional capital if needed, or our liquidity could otherwise be impacted, and the trading price of our Common Stock could decline.
For further discussion of the potential impacts of macroeconomic events on our business, financial condition, and operating results, see the section titled Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, including the risk factor titled “Unstable or unfavorable market and economic conditions in our industry and or the global economy have had and may continue to have serious adverse consequences on our business, financial condition and share price. In the future, we may be required to record significant charges for impairment of our long-lived assets, other assets or investments.”
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Key Components of Results of Operations
Revenue
We generate revenue through our development contracts, as well as from our sales of QPUs, quantum computing systems and our QCaaS offerings and other services including training and provision of quantum computing components. Development contracts are generally multi-year, non-recurring arrangements pursuant to which we provide professional services regarding collaborative research in 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 to assist customers in areas of business interest.
Cost of Revenue
Cost of revenue consists primarily of all direct and indirect costs associated with sales of QPUs, quantum computing systems, QCaaS offerings and development contracts and other services, including materials, employee costs for program management and personnel associated with the delivery of goods and services to customers, and sub-contract costs for work performed by third parties. Cost of revenue also includes an allocation of facility costs, depreciation and amortization directly related to the development contracts and QCaaS offerings and other services.
Operating Expenses
Our operating expenses primarily consist of research and development, and selling, general and administrative expenses.
Research and Development
Research and development expenses include compensation, employee benefits, stock-based compensation, outside consultant fees, facility costs, depreciation and amortization, materials and components purchased for research and development. We expect research and development expenses to increase as we continue to invest in quantum computing and the superconducting quantum processors needed for quantum computers. We do not currently capitalize any research and development expenditures. Research and development costs are expensed as incurred.
Selling, General and Administrative
Selling, general and administrative expenses include compensation, employee benefits, stock-based compensation, insurance, facility costs, professional service fees, and other general overhead costs other than those associated with research and development or sales of QPUs, quantum computing systems and providing development contracts, QCaaS offerings and other services. We expect selling, general and administrative expenses to increase as we grow our business, particularly to the extent we are able to demonstrate the usefulness of quantum computers and achieve quantum advantage, and subsequently enhance our product and service offerings, expand our customer base, and implement new marketing strategies.
Provision for Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. We have recorded a full valuation allowance against our deferred tax assets.
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Results of Operations
Comparison of the Three and Nine Months Ended September 30, 2026 and September 30, 2025
The following table sets forth our results of operations for the periods indicated (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | | | | | Nine Months Ended | | | | | | | | ||||||||
| | September 30, | | 2026 versus 2025 | | | September 30, | | 2026 vs. 2025 | | | ||||||||||||||
| | 2026 | | 2025 | | $ Change | | % Change | | | 2026 | | 2025 | | $ Change | | % Change | | | ||||||
Revenue | | $ | 1,411 | | $ | 1,947 | | $ | (536) | | (28) | % | | $ | 10,949 | | $ | 5,220 | | $ | 5,729 | | 110 | % | |
Cost of revenue | |
| 554 | |
| 1,543 | |
| (989) |
| (64) | % | |
| 6,526 | |
| 3,808 | |
| 2,718 |
| 71 | % | |
Total gross profit | |
| 857 | |
| 404 | |
| 453 |
| 112 | % | |
| 4,423 | |
| 1,412 | |
| 3,011 |
| 213 | % | |
Operating expenses: | |
| | |
| | |
| |
| | | |
| | |
| | |
| |
| | | |
Research and development | |
| 25,495 | |
| 15,020 | |
| 10,475 |
| 70 | % | |
| 66,180 | |
| 43,997 | |
| 22,183 |
| 50 | % | |
Selling, general and administrative | |
| 8,548 | |
| 5,933 | |
| 2,615 |
| 44 | % | |
| 25,442 | |
| 19,478 | |
| 5,964 |
| 31 | % | |
Total operating expenses | |
| 34,043 | |
| 20,953 | |
| 13,090 |
| 62 | % | |
| 91,622 | |
| 63,475 | |
| 28,147 |
| 44 | % | |
Loss from operations | |
| (33,186) | |
| (20,549) | |
| (12,637) |
| 61 | % | |
| (87,199) | |
| (62,063) | |
| (25,136) |
| 41 | % | |
Other income (expense), net: | |
| | |
| | |
| |
| | | |
| | |
| | |
| |
| | | |
Interest income | |
| 4,758 | |
| 5,598 | |
| (840) |
| (15) | % | | | 15,179 | |
| 10,792 | |
| 4,387 |
| 41 | % | |
Change in fair value of derivative warrant liabilities | |
| 25,291 | |
| (181,955) | |
| 207,246 |
| NM | | | | 49,386 | |
| (149,250) | |
| 198,636 |
| NM | | |
Change in fair value of earn-out liabilities | |
| — | |
| (4,062) | |
| 4,062 |
| NM | | | | — | |
| 2,518 | |
| (2,518) |
| NM | | |
Total other income (expense), net | |
| 30,049 | |
| (180,419) | |
| 210,468 |
| NM | | |
| 64,565 | |
| (135,940) | |
| 200,505 |
| NM | | |
Net loss before provision for income taxes | |
| (3,137) | |
| (200,968) | |
| 197,831 |
| (98) | % | |
| (22,634) | |
| (198,003) | |
| 175,369 |
| (89) | % | |
Provision for income taxes | |
| — | |
| — | |
| — |
| | | |
| — | |
| — | |
| — |
| | | |
Net loss | | $ | (3,137) | | $ | (200,968) | | $ | 197,831 |
| | | | $ | (22,634) | | $ | (198,003) | | $ | 175,369 |
| | | |
*NM – Not Meaningful
Revenue
Revenue decreased by $0.5 million and increased by $5.7 million for the three and nine months ended September 30, 2026, when compared to the three and nine months ended September 30, 2025, respectively. The decrease in revenue for the three months ended September 30, 2026 was mainly due to reductions in revenue from collaborative research and professional services. The increase in revenue for the nine months ended September 30, 2026 was mainly due to higher sales of 9-qubit Novera™ quantum computing systems and related products.
The timing and delivery of sales of QPUs, quantum computing systems and QCaaS will vary and impact revenue in any given quarterly or annual period. Our development contracts are typically time and materials, cost-share based or fixed price milestone contracts and the timing and amounts of revenue recognized in any given period will vary significantly based on the work performed and/or satisfaction of performance obligations. Revenue is expected to vary in terms of timing and size, resulting in significant fluctuations in revenue levels in future periods.
For the next few years, we expect much of our revenue to be generated from development contracts and anticipated sales of on-premises QPUs and quantum computing systems. We expect revenue will vary in future quarterly and annual periods due to changes in the composition of our revenue and variability in the pricing and terms of our sales and development contracts.
Cost of Revenue
Cost of revenue decreased by $1.0 million and increased by $2.7 million for the three and nine months ended September 30, 2026, when compared to the three and nine months ended September 30, 2025, respectively. The decrease in cost of revenue for the three months ended September 30, 2026 was mainly due to the reduction in revenue from collaborative research and professional services during this period and variability in the pricing and terms of our development contracts. The increase in cost of revenue for the nine months ended September 30, 2026 was mainly due to higher revenue levels related to sales of 9-qubit Novera™ quantum computing systems during this period.
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Total gross profit as a percentage of revenue for the three months ended September 30, 2026, when compared to the three months ended September 30, 2025, was impacted by low revenue levels and variability in the pricing and terms of our development contracts. Total gross profit as a percentage of revenue for the nine months ended September 30, 2026, when compared to the nine months ended September 30, 2025, was impacted by revenue mix. Sales of on-premises 9-qubit Novera quantum computing systems during the nine months ended September 30, 2026 had a higher gross margin profile, when compared to sales of collaborative research and professional services during the nine months ended September 30, 2025.
We expect that cost of revenue and total gross profit as a percentage of revenue will vary in future quarterly and annual periods due to changes in the composition of our revenue and variability in the pricing and terms of our sales and development contracts.
Operating Expenses
Research and Development
Research and development expenses increased by $10.5 million and $22.2 million for the three and nine months ended September 30, 2026, when compared to the three and nine months ended September 30, 2025, respectively.
The increase in research and development expenses for the three months ended September 30, 2026, when compared to the three months ended September 30, 2025, was mainly due to a $2.7 million increase in salaries and employee-related costs, a $2.7 million increase in stock-based compensation, a $1.6 million increase in depreciation expense, a $1.6 million increase in material costs, a $1.0 million increase in consulting services and a $0.9 million increase in all other research and development costs. The increase in research and development expenses for the nine months ended September 30, 2026, when compared to the nine months ended September 30, 2025, was mainly due to a $6.2 million increase in salaries and employee-related costs, a $6.7 million increase in stock-based compensation, a $3.2 million increase in depreciation expense, a $2.8 million increase in material costs, a $1.5 million increase in consulting services and a $1.8 million increase in all other research and development costs.
The increase in salaries and employee-related costs and stock-based compensation was due to additional hires, annual salary increases and stock-based compensation awards for existing employees. The increase in depreciation expense was due to additional fixed assets being purchased and placed into service. The increases in consulting, materials and all other research and development costs was due to a ramp-up in our research and development activities related to our goals of achieving quantum advantage and large-scale fault tolerant quantum computing.
We anticipate that research and development expenditures will grow in the future as we continue to focus on our technology roadmap and goals of achieving quantum advantage and large-scale fault tolerant quantum computing. In the future, we may seek to significantly increase our capital expenditures, including to upgrade our current chip fabrication facility, purchase additional dilution refrigeration equipment, and possibly invest in a new quantum chip fabrication facility, which would require a significant amount of cash for capital expenditures and increase our depreciation expense in future years.
Selling, General and Administrative
Selling, general and administrative expenses increased by $2.6 million and $6.0 million for the three and nine months ended September 30, 2026, when compared to the three and nine months ended September 30, 2025, respectively.
The increase in selling, general and administrative expenses for the three months ended September 30, 2026, when compared to the three months ended September 30, 2025, was mainly due to a $0.3 million increase in salaries and employee-related costs, a $1.0 million increase in stock-based compensation, a $0.5 million increase in legal costs and a $0.8 million increase in all other selling, general and administrative expenses. The increase in selling, general and administrative expenses for the nine months ended September 30, 2026, when compared to the nine months ended September 30, 2025, was mainly due to a $1.0 million increase in salaries and employee-related costs, a $2.2 million increase in stock-based compensation, a $0.5 million increase in legal costs, a $0.8 million increase in consulting and lobbying costs and a $1.5 million increase in all other selling, general and administrative expenses.
The increase in salaries and employee-related costs and stock-based compensation was due to annual salary increases and stock-based compensation awards for existing employees and higher headcount. The increase in consulting and lobbying costs was due to increased investment in sales and marketing activities. The increase in all other selling, general and administrative expenses was due to an increase in employee recruitment, inflation and typical fluctuations in expense levels.
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We expect to incur additional selling, general and administrative expenses to support the growth of our business. Further, we expect selling, general and administrative expenses to increase over the longer term, particularly after we potentially achieve quantum advantage, and plan to subsequently enhance our sales and service offerings, expand our customer base, and implement new marketing strategies.
Other income (expenses), net
Interest income
Interest income was $4.8 million and $15.2 million for the three and nine months ended September 30, 2026, respectively, compared to $5.6 million and $10.8 million for the three and nine months ended September 30, 2025, respectively. The decrease in interest income during the three months ended September 30, 2026, when compared to the three months ended September 30, 2025, was due to the decrease in the balances of our invested cash and available-for-sale investments resulting from our ongoing operating losses and purchases of property and equipment. The increase in interest income during the nine months ended September 30, 2026, when compared to the nine months ended September 30, 2025, was due to higher balances of invested cash and available-for-sale investments resulting from an equity offering and the Quanta private placement during the second quarter of 2025, and cash proceeds from warrant exercises in the fourth quarter of 2025. Fluctuations in the rates of interest earned on our investments also had an impact on interest income during these periods.
Change in Fair Value of Warrant Liabilities
A discussion of the change in the fair value of the warrant liabilities is included in Note 6 “Warrants” to our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2026, included elsewhere in this Quarterly Report on Form 10-Q.
The change in fair value of our warrant liabilities for the three and nine months ended September 30, 2026 was a gain of $25.3 million and $49.4 million, respectively. The change in fair value of our warrant liabilities for the three and nine months ended September 30, 2025 was a loss of $182.0 million and $149.3 million, respectively. The change in fair value for the three and nine months ended September 30, 2026 and September 30, 2025 was primarily due to fluctuations in our stock price.
Change in Fair Value of Earn-Out Liabilities
A discussion of the change in the fair value of the earn-out liabilities is included in Note 7 “Earn-out Liabilities” to our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2026, included elsewhere in this Quarterly Report on Form 10-Q.
As of December 31, 2025 all of the earn-out liabilities were satisfied and the remaining liability balance was zero. The earn-out liabilities had no impact on our condensed consolidated financial statements for the three and nine months ended September 30, 2026, and we do not expect the earn-out liabilities to have any impact on the consolidated financial statements in future periods.
The change in fair value of our earn-out liabilities for the three and nine months ended September 30, 2025 was a loss of $4.1 million and a gain of $2.5 million, respectively. The change in fair value for the three and nine months ended September 30, 2025 was primarily due to fluctuations in our stock price.
Provision for Income Taxes
We have incurred a cumulative pre-tax loss for the past three years. We expect to continue to incur losses for income tax purposes for the foreseeable future and will continue to carry a full valuation allowance for our deferred tax assets. Accordingly, we did not record a provision for income taxes for either the three and nine months ended September 30, 2026 or the three and nine months ended September 30, 2025.
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Liquidity and Capital Resources
We have incurred net losses and negative cash flows since inception. Historically, we have financed our operations primarily through the sale and issuance of Common Stock, preferred stock, warrants, convertible notes, debt and revenues. During the year ended December 31, 2025, we incurred a net loss of $216.2 million. We incurred a loss from operations of $87.2 million for the nine months ended September 30, 2026. As of September 30, 2026, we had an accumulated deficit of $793.6 million, and we expect to incur additional losses for the foreseeable future.
We believe that our existing balances of cash, cash equivalents and available-for-sale investments will be sufficient to meet our anticipated operating cash needs for at least the next twelve months based on our current business plan, and expectations and assumptions considering current macroeconomic conditions. Our operating plan may change because of factors currently unknown, including factors described herein, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations or other transactions. In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans.
We have based these estimates on assumptions that may prove to be wrong and we could use our available capital resources sooner than we currently expect, and future capital requirements and the adequacy of available funds will depend on many factors including those described in the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated under Part II “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
If we are unable to raise capital when needed and on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs and/or other efforts. A recession or market corrections resulting from the impact of macroeconomic conditions could materially affect our business and the value of our securities.
Our cash requirements include employee-related costs such as salaries and benefits; materials and components for research and development; working capital requirements; capital expenditures for our quantum chip fabrication facility; quantum computing refrigerators and other requirements; planned development of multiple generations of quantum processors; anticipated investments to scale our operations in the future; and strategic collaborative arrangements and investments. In the future, we may seek to significantly increase our capital expenditures, including to upgrade our chip fabrication facility, possibly invest in a new quantum chip fabrication facility and for additional quantum computing refrigerators, which would require a significant amount of cash for capital expenditures.
With respect to our longer-term future cash requirements, we will require a significant amount of cash for expenditure as we invest in ongoing research and development and business operations, including with respect to the Collaboration Agreement with Quanta, pursuant to which we are required to invest at least $250.0 million in the field of quantum computing in furtherance of our product roadmap over a five year period commencing on February 27, 2025.
Until such time as we can generate significant revenue from sales of QPUs and quantum computing systems, our development contracts and other services, including our QCaaS offering, we believe we will meet our cash requirements and obligations primarily through our existing cash, cash equivalents and available-for-sale investments, our U.S. Department of Commerce CHIPS Act Award for up to $100.0 million in funding, potential securities financings or other capital sources. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be, or could be, diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. In addition, the likelihood that Public Warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock. If the trading price for our Common Stock is less than $11.50 per share, we believe holders of our Public Warrants will be unlikely to exercise their warrants. To the extent our warrants are exercised, additional shares of Common Stock will be issued, which will result in dilution to the holders of our Common Stock and increase the number of shares eligible for resale in the public market.
Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings when needed and on attractive terms, we may be required to delay, limit, or substantially reduce our quantum computing development efforts. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated under Part II “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
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Macroeconomic conditions, including inflation, interest rates and impacts from government policy and actions, such as international trade restrictions and policies, tariffs, export controls or other restrictions, may have adverse consequences, which may result in an economic recession globally or in the U.S., which could lead to a reduction in product demand, a decrease in corporate capital expenditures, prolonged unemployment, labor shortages, reduction in consumer confidence, adverse geopolitical and macroeconomic events including military conflicts, or any similar negative economic condition. In addition, macroeconomic and geopolitical conditions may lead to disruptions to, and volatility and uncertainty in, the credit and financial markets in the U.S. and worldwide.
Cash Flows Used in Operating Activities
Our cash flows from operating activities are significantly affected by our ability to achieve significant growth to offset expenditures related to research and development, and selling, general and administrative activities. Our operating cash flows are also affected by our working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.
Net cash used in operating activities during the nine months ended September 30, 2026 was $49.1 million, primarily resulting from our net loss of $22.6 million, further reduced by non-cash income totaling $20.0 million. Changes in operating assets and liabilities had a $6.4 million unfavorable impact on the net cash used in operating activities during the nine months ended September 30, 2026.
Net cash used in operating activities during the nine months ended September 30, 2025 was $43.6 million, primarily resulting from our net loss of $198.0 million, reduced by non-cash expenses totaling $158.7 million. Changes in operating assets and liabilities had a $4.3 million unfavorable impact on the net cash used in operating activities during nine months ended September 30, 2025.
Cash used in operating activities increased by $5.4 million to $49.1 million during the nine months ended September 30, 2026, from $43.6 million during the nine months ended September 30, 2025. The $175.4 million decrease in our net loss for the nine months ended September 30, 2026, when compared to our net loss for the nine months ended September 30, 2025, was mostly due to non-cash fluctuations in the change in the fair value of our derivative warrant and earn-out liabilities. Non-cash income favorably impacting our net loss increased by $178.7 million to $20.0 million during the nine months ended September 30, 2026, when compared to the nine months ended September 30, 2025. Higher operating expenses, offset in part by an increase in total gross profit and interest income, also negatively impacted our net loss. Operating assets and liabilities had a $2.1 million unfavorable impact on the change in cash used in operating activities during the nine months ended September 30, 2026, when compared to the nine months ended September 30, 2025.
Cash Flows Provided by (Used in) Investing Activities
Cash provided by investing activities during the nine months ended September 30, 2026 totaled $50.1 million, resulting from $322.0 million of maturities of available-for-sale securities, partially offset by $229.3 million of purchases of available-for-sale securities and $42.6 million of purchases of property and equipment.
Cash used in investing activities during the nine months ended September 30, 2025 totaled $389.7 million, resulting from $522.6 million of purchases of available-for-sale securities and $14.1 million of purchases of property and equipment, partially offset by $147.0 million of maturities of available-for-sale securities.
Investments in property and equipment relate primarily to process computing equipment, quantum computing refrigerators, and development tools for our chip fabrication facility.
Net cash provided by investing activities during the nine months ended September 30, 2026 increased by $439.8 million, when compared to the nine months ended September 30, 2025, primarily due to a reduction in purchases of available-for-sale securities and higher maturities of available-for-sale securities, offset in part by higher purchases of property and equipment.
Cash Flows Provided by Financing Activities
Cash provided by financing activities during the nine months ended September 30, 2026 totaled $0.2 million. We received proceeds of $0.8 million from the exercise of stock options and common stock warrants, offset in part by payments of $0.6 million for deferred offering costs.
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Cash provided by financing activities during the nine months ended September 30, 2025 totaled $391.9 million. We received net proceeds of $346.7 million from the sale of 30,309,780 shares of Common Stock pursuant to our ATM offering that was completed during the nine months ended September 30, 2025. We received proceeds of $35.0 million from the sale of 3,020,412 shares of Common Stock from the private placement transaction with Quanta. We received proceeds of $6.3 million from tax withholdings on sell-to-cover tax equity award transactions, proceeds of $1.8 million from the exercise of stock options and proceeds of $3.0 million from the exercise of warrants. We also paid $0.9 million for offering costs.
Cash provided by financing activities decreased by $391.7 million during the nine months ended September 30, 2026, when compared to the nine months ended September 30, 2025. The decrease was primarily due to lower proceeds from the sale of Common Stock. During the nine months ended September 30, 2025, we received significant net proceeds from the sale of shares of Common Stock pursuant to our ATM offering and to Quanta. Lower proceeds from the exercise of stock options and common stock warrants and from tax withholdings on sell-to-cover tax equity award transactions during the nine months ended September 30, 2026, when compared to the nine months ended September 30, 2025, also contributed to the decrease.
Contractual Obligations and Contingencies
See Note 17 “Commitments and Contingencies” to our unaudited interim condensed consolidated financial statements located elsewhere in this Quarterly Report on Form 10-Q for a description of our contractual obligations and contingencies.
We have purchase commitments in the form of open purchase orders, primarily for property and equipment. As of September 30, 2026, the total of these purchase commitments was $33.8 million, of which approximately $28.5 million is related to property and equipment. These amounts are primarily short-term in nature and are expected to be satisfied within the next year. In certain circumstances, the amount of our purchase commitments may change based on the expected timing of order fulfillment from our suppliers. For information regarding our non-cancellable lease obligations, see the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ending December 31, 2025, and Note 15 “Leases” to our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2026, included elsewhere in this Quarterly Report on Form 10-Q. For information regarding the risks related to our manufacturing and supply chain and other risks, see the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated under Part II “Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
Critical Accounting Policies and Significant Judgements and Estimates
This discussion and analysis of financial condition and results of operations is based upon the Company’s condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions pertaining to revenue generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
There have been no material changes to our critical accounting estimates from those described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Critical accounting estimates are defined as those reflective of significant judgments, estimates and uncertainties, which may result in materially different results under different assumptions and conditions. Within our Annual Report on Form 10-K for the year ended December 31, 2025, we have disclosed our critical accounting estimates that we believe have the greatest potential impact on our consolidated financial statements. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results.
Recently Issued Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 of our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2026 included elsewhere in this Quarterly Report on Form 10-Q.
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Emerging Growth Company Status
In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” (“EGC”) may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Therefore, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Following the Business Combination, we still qualify as an emerging growth company and plan to take advantage of the extended transition period that emerging growth company status permits. During the extended transition period, it may be difficult or impossible to compare our financial results with the financial results of another public company that complies with public company effective dates for accounting standard updates because of the potential differences in accounting standards used.
We will remain an EGC under the JOBS Act until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
As of September 30, 2026 we had cash and cash equivalents of $45.8 million. As of September 30, 2026 we had short-term and long-term available-for-sale investments of $451.3 million. Our cash and cash equivalents are held in bank deposits and money market funds. Our investments are held in U.S. government treasury securities. The primary objective of our investment activities is to preserve principal while at the same time maximizing yields without significantly increasing risk. Due to the nature of our investments and their limited duration until maturity, we do not believe we have material exposure to changes in their fair value due to fluctuations in interest rates. Declines in interest rates, however, would reduce our future interest income as securities mature and are re-invested in lower yielding instruments.
Concentration of Credit Risk
We maintain our bank deposits and other cash equivalents with high-quality financial institutions. Although deposits may exceed federally insured limits, we have not experienced any losses related to these balances. Our cash equivalents and investment portfolio is limited to high-credit-quality instruments, and we believe our credit risk exposure is minimal.
Derivative Warrant Risk
We are exposed to equity price risk with respect to certain of our outstanding warrants. The fair value of warrants classified as liabilities is remeasured at each reporting date, with changes in fair value recognized in our condensed consolidated statements of operations. The valuation of these instruments is sensitive to changes in:
A hypothetical 10% increase in the price of our publicly traded common stock warrants and the price of our common stock as of September 30, 2026, would have resulted in an increase in the fair value of our warrant liabilities of approximately $5.3 million, with a corresponding impact to other income and expense. Because these instruments are measured at fair value, volatility in the price of our publicly traded common stock warrants or our common stock price may result in non-cash gains or losses in future periods.
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Foreign Currency Risk
We have limited foreign currency exposure related to transactions denominated in currencies other than the U.S. dollar, primarily associated with operating costs, international vendor relationships and sales of collaborative research, materials and quantum computers. A hypothetical 10% change in applicable foreign currency exchange rates would not have had a material impact on our results of operations or financial condition as of September 30, 2026.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2026. Based on the evaluation of our disclosure controls and procedures, our principal executive officer and principal financial officer concluded that, as of September 30, 2026, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no material changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may be subject to litigation and claims arising in the ordinary course of business. While the results of any litigation or other legal proceedings are uncertain, we are not currently a party to any material legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial position, results of operations or cash flows. We accrue for loss contingencies when it is both probable that we will incur the loss and when we can reasonably estimate the amount of the loss or range of loss.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K Risk Factors”) for a more complete understanding of the risks and uncertainties material to our business that make an investment in our securities speculative or risky. There have been no material changes to our risk factors as previously disclosed in the 2025 Form 10-K Risk Factors, except as follows:
We are in our early stages and have a limited operating history, which makes it difficult to forecast the future results of our operations. We have in the past failed to meet publicly announced milestones and may fail to meet projected technological milestones in the future. In addition, we have in the past changed our technology roadmap, including the anticipated milestones and timing thereof.
Our business was founded in 2013 and has operated quantum computers over the cloud since 2017. As a result of our limited operating history, our ability to accurately forecast the future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Our ability to generate revenues will largely be dependent on our ability to develop and produce quantum computers with increasing numbers of quantum bits (“qubits”) and with increasing levels of performance.
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As of the date of this Quarterly Report on Form 10-Q, we have achieved a median 99.8% two-qubit gate fidelity (based on internal testing) with 40 nanosecond gate speeds on our 9-qubit system by using a proprietary adiabatic CZ gate scheme. Leveraging this same gate scheme, we achieved two-qubit gate fidelities (based on internal testing) as high as 99.9% on prototype systems. As of the date of this Quarterly Report on Form 10-Q, our 108-qubit system, Cepheus-1-108Q, is performing at a 99.5% median two-qubit gate fidelity (based on internal testing) with a gate speed of approximately 60 nanoseconds and a 99.9% median single-gate fidelity (based on internal testing). Cepheus-1-108Q achieved 99.6% median two-qubit gate fidelity (based on internal testing) on an 80 qubit sublattice and 99.7% median two-qubit gate fidelity (based on internal testing) on a 50 qubit sublattice. In January 2026, we announced achievement of a median two-qubit gate fidelity (based on internal testing) of 99.6% on our 36-qubit system.
We are still in the technology development phase. Our scalable business model has not been formed as of yet and our technology roadmap may not be realized as quickly as hoped, or even at all. We have in the past failed to meet publicly announced milestones and may fail to meet projected technological milestones in the future. We have in the past changed our technology roadmap, including the anticipated milestones and timing thereof, including in each of the years ended December 31, 2018, 2022, 2023, 2025 and 2026. In November 2026, we announced an update to our roadmap, including updates to anticipated milestones and the anticipated timeline for milestones. We may be unable to achieve the milestones in our technology roadmap on their announced anticipated timeline or at all, including our next generation of modular system architecture, targeted qubit counts and fidelities. The development of our scalable business model will likely require the incurrence of a substantially higher level of costs than incurred to date, while our revenues will not substantially increase unless and until more powerful, scalable, higher performing computers are produced, which requires a number of technological advancements which may not occur on the currently anticipated timetable or at all. As a result, our historical results should not be considered indicative of our future performance. Further, in future periods, our growth could slow or decline for a number of reasons, including but not limited to slowing demand for sales of our on-premise quantum computers, QCaaS or QCS, increased competition, changes to technology, inability to scale up or improve performance of our technology, a decrease in the growth of the market, or our failure, for any reason, to continue to take advantage of growth opportunities.
We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties and our future growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer. Our success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years. There is no certainty these research and development milestones will be achieved as quickly as hoped, or even at all.
Risks Related to the U.S. Department of Commerce Transaction
The transaction with the U.S. Department of Commerce is expected to be funded in phases over time and is subject to our achieving milestones, and there can be no assurance that such milestones will be achieved on the expected timeline or at all; any failure to meet a milestone could result in the withholding of funding and may subject previously disbursed amounts to clawback provisions.
On the Award Date, Rigetti Sub entered into the Other Transaction Agreement, covering an award amount of up to an aggregate $100.0 million, of which $43.9 million was made available to Rigetti Sub on the Award Date and two subsequent tranches of $29.9 million and $26.2 million, respectively, will be made available by the Department to Rigetti Sub if the Department determines to its satisfaction that Rigetti Sub has achieved the milestones with respect to the respective tranche in accordance with the applicable success criteria and by the applicable milestone date for such tranche. The Department has sole discretion to determine whether milestones have been satisfactorily achieved. There can be no assurance that such milestones will be achieved on the expected timeline, or at all. If we are unable to meet such milestones, the corresponding funding will not be released to us. Our satisfaction of any given milestone, and receipt of the associated funding, does not guarantee that we will be able to meet any subsequent milestones and may subject previously disbursed amounts to clawback provisions. If Rigetti Sub fails to complete any required project activity under the Other Transaction Agreement prior to the applicable required project activity date, subject to any applicable cure period and/or forbearance provisions, the Department may demand recovery of the aggregate amount of payments made to Rigetti Sub pursuant to the Other Transaction Agreement as a debt payable to the Department. Further, our satisfaction of one or more milestones for one project does not guarantee that we will be able to meet any milestones for the other projects. In addition, Rigetti Sub is required to use the payments received under the Award solely to pay for eligible project costs in accordance with the Other Transaction Agreement. Our ability to address key technical challenges related to superconducting quantum computing, including research and development activities related to the miniaturization and integration of readout electronics and leveraging of new, larger cryostat architectures is dependent upon a multitude of technical, commercial, organizational and ecosystem factors. The project involves inherent technical uncertainty given its focus on research and development of quantum computing technology, and there can be no assurance that the desired technical results will be achieved.
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There can be no assurances that the authorization and continued support for the transactions and funding contemplated by the Other Transaction Agreement and the Securities Issuance Agreement will not be modified, challenged or impaired in the future, which could adversely affect our business, prospects, financial condition and results of operations.
Given the heightened sensitivity and complexity of contracting with a government entity, particularly in a high-profile industry implicating national security, there can be no assurances that the Other Transaction Agreement and Securities Issuance Agreement will not be modified, challenged or impaired in the future, which could adversely affect our business, prospects, financial condition and results of operations. We believe there are multiple factors that may contribute to this uncertainty, including, but not limited to, the interpretation of current and future, and enactment of future, federal and international laws, regulations, administrative actions and rulings, and interpretations and changes to interpretations thereof, whether by a court or within the legislative or executive branches of the federal government; our ability to comply with any conditions or other requirements imposed by such laws, regulations, actions and rulings, and changes thereto; a determination by the legislative, judicial, or executive branches of the federal government that any aspect of the transaction with the Department, or the related agreements, was unauthorized, void, or voidable; future changes in federal administration and related executive and legislative priorities; the continued availability of Congressional appropriations and Department funding; geopolitical developments; and the legal and strategic challenges associated with enforcing the obligations of and seeking performance from a government counterparty, especially in conjunction with the unique defenses and remedies available to the federal government. In addition, the Department may unilaterally amend the Other Transaction Agreement and Securities Issuance Agreement to comply with future changes in federal law, and any such amendment could impose new or more burdensome obligations on us without our consent. The transaction with the Department may also be challenged by other third parties and is subject to the risk of litigation, the cost and result of which could adversely affect our business, prospects, financial condition and results of operations. The government’s ownership interest in our business could give rise to legal challenges, bid protests, or investigations relating to the investment, associated transactions, or subsequent government procurements. Such challenges could result in delays, additional expenses, changes to procurement arrangements, or the modification or loss of contract opportunities. Even where a bid protest does not result in the loss of a contract award, the resolution can extend the time until a contract activity can begin, and delay earnings.
Future funding may be required to meet milestones under the Other Transaction Agreement. Our ability to fund such obligations from our balance sheet or by raising additional equity or debt financing may be adversely affected by market conditions, interest rates, investor risk appetite, or macroeconomic factors beyond our control.
In the event that our budgeted sources of cash assumed to fund the activities contemplated under the Other Transaction Agreement are lower than anticipated, we would be obligated under the terms of the Other Transaction Agreement to find an alternative source of cash. Our ability to fund such obligations from our balance sheet would depend on the strength of our balance sheet at the time. Our ability to obtain such capital would depend on market conditions and our operating performance, and may result in higher costs of capital, increased leverage, or dilution to existing stockholders. Depending on the type and terms of any financing we pursue, stockholders’ rights and the value of their investment in our common stock could be reduced. Any additional equity financing would dilute shareholdings. If the issuance of new securities results in diminished rights to holders of our common stock, the market price of our common stock could be negatively impacted. New or additional debt financing, if available, could involve restrictions on financing and operating activities. Interest on such debt could also increase costs and negatively impact operating results.
If we need additional financing and are unable to obtain it as needed, and at competitive rates, our ability to fund our current operations and implement our business plan and strategy could be negatively affected, and we could be forced to reduce the scope of our operations and scale back our research and development programs. Certain market disruptions could also increase our cost of borrowing or negatively affect our ability to access one or more financial markets. Such market disruptions could result from:
| ● | adverse macroeconomic conditions, including inflationary factors or the occurrence of recession; |
| ● | adverse equity or debt capital market conditions, including as a result of rising interest rates; |
| ● | poor performance and health of the quantum computing industry in general; |
| ● | bankruptcy or financial distress of quantum computing companies; |
| ● | significant decreases in the current or future anticipated demand for quantum computing; and/or |
| ● | adverse regulatory actions that could impact the quantum computing industry. |
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The Other Transaction Agreement contains restrictions relating to foreign entities and national security that may limit our business activities and strategic flexibility.
Under the Other Transaction Agreement Documents, during the Period of Performance and for five years following the Period of Performance, we are subject to significant restrictions relating to foreign entities and national security. Among other things, we may not materially expand business operations or establish new business operations in a Foreign Country of Concern (i.e., China) without the Department’s written approval. We may not acquire, take any ownership interest in, invest in, or engage in joint ventures with a Foreign Entity of Concern without such approval. We may not knowingly solicit or receive, directly or indirectly, any investment from any Foreign Entity of Concern, including in connection with debt and equity financing activities, without the Department’s written approval, subject to a limited carve-out for purchases of publicly traded securities by a Foreign Entity of Concern on secondary markets without our knowledge or approval. We may not engage in research partnerships or technology transfers of developed technologies with Foreign Entities of Concern without written approval from the Department. We may not provide, or enter into commercial agreements to provide, any services or products to a Foreign Entity of Concern without such approval. In addition, we are required to not knowingly permit or facilitate the acquisition by any Foreign Entity of Concern of direct or indirect beneficial ownership of more than a specified percentage of the voting equity interests in us or our parent company. These restrictions could limit our ability to pursue international partnerships, investments, or business opportunities and could adversely affect our competitive position in markets where foreign entities play a significant role.
The U.S. Government has certain rights in intellectual property and data developed under the Other Transaction Agreement, including march-in rights, which could limit our ability to fully commercialize funded innovations.
Under the Other Transaction Agreement, the U.S. Government has a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced on behalf of the United States any Subject Inventions (as defined in the Other Transaction Agreement) developed under the agreement throughout the world for government purposes. In addition, the Department has march-in rights that allow it to require us, our assignees, or exclusive licensees to grant non-exclusive licenses to responsible applicants upon reasonable terms if, among other things, we have not taken, or are not using good faith efforts to take, effective steps to achieve practical application of a Subject Invention, or if such action is necessary to alleviate public health or national security needs not reasonably satisfied by us. Additionally, we have granted the U.S. Government a license to use certain project background intellectual property to the extent embedded in or necessary for the exercise of rights in Subject Inventions. These government rights could limit our ability to exclusively commercialize innovations developed with government funding, and the exercise of march-in rights could result in competitors gaining access to our technology on commercially reasonable terms, which could adversely affect our competitive position and the value of our intellectual property.
The Other Transaction Agreement imposes extensive compliance, reporting, and certification obligations that will require administrative resources and could expose us to penalties for non-compliance.
The Other Transaction Agreement imposes a wide range of compliance, reporting, and certification obligations on us. Among other things, we are required to comply with the Davis-Bacon Act prevailing wage requirements, Executive Order requirements, including certifications regarding anti-discrimination compliance, and cybersecurity reporting obligations. We must also maintain a Research Security Plan (as defined in the Other Transaction Agreement) that includes restrictions on research partnerships with Foreign Countries and Entities of Concern, and we must obtain the Department’s approval of our Covered Individual List (as defined in the Other Transaction Agreement) before engaging in research and development activities. We are subject to semiannual financial reporting, annual technical milestone status reports, patent reports, annual research security plan certifications, and annual third-party information technology security assessments. Any failure to comply with these obligations could trigger remedies available to the Department, including withholding of payments, recovery of disbursed funds, suspension or debarment, or termination of the Other Transaction Agreement, any of which could have a material adverse effect on our business, prospects, financial condition, or results of operations.
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Given the limited number of precedents for transactions of this type involving the U.S. Government taking an equity position in a company such as us, we may experience other adverse consequences resulting from the completion of the transactions.
Given the limited number of precedents for transactions of this type, it is difficult to foresee all the potential consequences. There could be adverse reactions, immediately or over time, from investors, employees, customers, suppliers, other business or commercial partners, foreign governments or competitors, as well as increased public or political scrutiny of the Company, and there may also be litigation relating to the transactions. Furthermore, the Department’s status as a stockholder may subject us to additional regulations or restrictions, could create uncertainty for potential investors or business partners, and could limit our ability to secure future government grants or incentives from other governmental entities, whether domestic or foreign, or cause other governmental entities to seek similar equity arrangements as a condition of providing support. Competitors may view the government’s equity interest in us as creating an actual or potential organizational conflict of interest and challenge contract awards based on alleged organizational conflicts of interest, potentially resulting in bid protests, corrective action, delays in performance, or the cancellation or modification of an award. Unless potential or actual conflicts can be mitigated, neutralized or avoided, an organizational conflict of interest may prohibit us from competing for or performing certain contracts, require divestiture or the discontinuation of existing contract work, or otherwise restrict business activities. These restrictions and proceedings could reduce our addressable market, delay or prevent anticipated revenue, increase costs, and materially adversely affect our business, financial condition, and results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No sales or issuances of unregistered securities occurred that have not previously been disclosed in a Current Report on Form 8-K
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2026,
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ITEM 6 – EXHIBITS
| | | | | | | | | | |
| | | | | | | | | | |
Exhibit | | | | Incorporated by Reference | ||||||
Number | | Description | | Form | | File No. | | Exhibit | | Filing Date |
| | | | | | | | | | |
2.1+ | | Agreement and Plan of Merger, dated as of October 6, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo | | 8-K | | 001-40140 | | 2.1 | | October 6, 2021 |
| | | | | | | | | | |
2.2 | | First Amendment to Agreement and Plan of Merger, dated as of December 23, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti Holdings, Inc. | | 8-K | | 001-40140 | | 2.1 | | December 23, 2021 |
| | | | | | | | | | |
2.3 | | Second Amendment to Agreement and Plan of Merger, dated as of January 10, 2022, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti Holdings, Inc. | | 8-K | | 001-40140 | | 2.1 | | January 10, 2022 |
| | | | | | | | | | |
3.1 | | Certificate of Incorporation of Rigetti Computing, Inc. | | 8-K | | 001-40140 | | 3.1 | | March 7, 2022 |
| | | | | | | | | | |
3.2 | | Second Amended and Restated Bylaws of Rigetti Computing, Inc. | | 10-K | | 001-40140 | | 3.2 | | March 4, 2026 |
| | | | | | | | | | |
4.1 | | Specimen Common Stock Certificate | | 8-K | | 001-40140 | | 4.1 | | March 7, 2022 |
| | | | | | | | | | |
4.2 | | Specimen Warrant Certificate | | 8-K | | 001-40140 | | 4.2 | | March 7, 2022 |
| | | | | | | | | | |
10.1#+ | | Other Transaction Agreement, dated September 4, 2026, by and between Rigetti & Co, LLC and the United States Department of Commerce. | | 8-K | | 001-40140 | | 10.1 | | September 8, 2026 |
| | | | | | | | | | |
10.2+ | | Securities Issuance Agreement, dated September 8, 2026, by and between Rigetti Computing, Inc. and the United States Department of Commerce | | 8-K | | 001-40140 | | 10.2 | | September 8, 2026 |
| | | | | | | | | | |
31.1* | | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2022 | | | | | | | | |
| | | | | | | | | | |
31.2* | | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | |
| | | | | | | | | | |
32.1** | | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | | | | | | | | |
| | | | | | | | | | |
32.2** | | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | | | | | | | | |
| | | | | | | | | | |
101.INS* | | Inline XBRL Instance Document—the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | |
| | | | | | | | | | |
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101.SCH* | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | |
| | | | | | | | | | |
101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | |
| | | | | | | | | | |
101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | |
| | | | | | | | | | |
101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | |
| | | | | | | | | | |
101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
| | | | | | | | | | |
104* | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | | | | |
* | Filed herewith |
** | Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing. |
# | Certain portions of this exhibit have been redacted pursuant to Regulation S-K, Item 601(b)(10)(iv). |
+ | Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
| RIGETTI COMPUTING, INC. |
| |
| /s/ Subodh Kulkarni |
| By Subodh Kulkarni, President and Chief Executive Officer |
| (Principal Executive Officer and Duly Authorized Officer) |
| |
| /s/ Jeffrey A. Bertelsen |
| By Jeffrey A. Bertelsen, Chief Financial Officer |
| (Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer) |
| |
Date: November 10, 2026 | |
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