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Rigetti (NASDAQ: RGTI) eyes $100M U.S. quantum funding deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rigetti Computing announced that its subsidiary signed a Letter of Intent with the U.S. Department of Commerce for an award of up to $100 million over three years to support superconducting quantum computing research and development under the CHIPS Act.

The LOI contemplates the Department receiving an equity stake in Rigetti through newly issued common shares valued at the lowest reported closing price on three specified dates, discounted by 15%, which would dilute existing stockholders. The parties have only agreed to negotiate definitive transaction agreements, so the funding and equity issuance remain subject to completion of those agreements.

Positive

  • Potential award of up to $100 million over three years to fund superconducting quantum computing R&D under the CHIPS Act, which would materially strengthen Rigetti’s capital base if definitive agreements are executed.
  • Prospective U.S. Department of Commerce equity stake at the corporate level provides strategic government alignment with Rigetti’s technology roadmap, reinforcing its position in U.S. quantum computing initiatives.

Negative

  • The contemplated structure involves issuing new common shares to the U.S. Department of Commerce at a 15% discount to the lowest of three reference closing prices, which would dilute existing stockholders if the transaction is completed.
  • All benefits are contingent: the Letter of Intent only commits both parties to negotiate definitive agreements, so there is execution risk around finalizing terms and receiving the proposed funding.

Insights

Rigetti secures a conditional path to up to $100M in CHIPS Act funding tied to equity issuance.

Rigetti Computing has signed a non-binding Letter of Intent with the U.S. Department of Commerce for an award of up to $100 million over three years to fund superconducting quantum computing R&D under the CHIPS Act. This signals strong U.S. government interest in the company’s technology platform.

The structure contemplates the Department receiving common stock equal in value to the funding, priced at the lowest reported closing price on three reference dates, less a 15% discount. That means the capital would come as equity, implying dilution to existing shareholders rather than debt or pure grants.

The LOI requires the parties to negotiate and execute definitive transaction agreements, so none of the funding or equity issuance is assured yet. The eventual impact will depend on whether final terms are reached and how quickly funds are disbursed over the three-year period outlined in the announcement.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Proposed CHIPS Act award $100 million Potential funding over three years under Letter of Intent
Equity discount to pricing reference 15% discount Applied to lowest closing share price on three specified dates
Award period three years Duration over which up to $100 million may be provided
Cepheus multi-chip system size 108 qubits Cepheus-1-108Q multi-chip superconducting quantum processor
Gate speed range 50-70 nanoseconds Gate speeds for Rigetti superconducting quantum systems
On-premises system range 9 to 108 qubits Range of quantum systems Rigetti sells on-premises
CHIPS and Science Act regulatory
"a proposed $100 million award under the U.S. CHIPS and Science Act over a three-year period"
A federal law that provides large-scale government funding and incentives to boost domestic semiconductor manufacturing, related research, and broader science and technology programs. It matters to investors because the law changes where companies build factories, who gets subsidies, and which industries attract new private investment—similar to a city offering tax breaks to bring in factories, it can shift profits, capital spending and competitive positions across supply chains.
Letter of Intent regulatory
"Rigetti Sub entered into a letter of intent (the “Letter of Intent”) with the U.S. Department of Commerce"
A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.
forward-looking statements regulatory
"Certain statements in this may be considered “forward-looking statements” within the meaning of the federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
superconducting quantum computing technical
"to accelerate superconducting quantum computing research and development"
full-stack quantum-classical computing technical
"a pioneer in full-stack quantum-classical computing, today announced that it has signed a letter of intent"
Broad Agency Announcement regulatory
"allocated under the CHIPS Research and Development Office Broad Agency Announcement pursuant to the CHIPS Act"
A broad agency announcement is a public solicitation from a government agency asking for research or development proposals in broad scientific or technical areas instead of for a specific product. Like a city issuing an open call for architects to submit ideas, a BAA can lead to non-dilutive funding, multi-year contracts and third-party validation that improve a company’s development funding, credibility and revenue visibility for investors.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 20, 2026

 

 

RIGETTI COMPUTING, INC.

(Exact name of Registrant as Specified in Its Charter) 

 

 

Delaware   001-40140   88-0950636

(State or Other Jurisdiction
of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

775 Heinz Avenue, Berkeley, California   94710
(Address of Principal Executive Offices)   (Zip Code)

 

(510) 210-5550

(Registrant’s Telephone Number, including area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  Trading
Symbol(s)		  Name of each
exchange
on which registered
Common Stock, $0.0001 par value per share  RGTI  The Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share  RGTIW  The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

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.  ¨

 

 

 

 

 

Item 3.02Unregistered Sales of Equity Securities.

 

The information set forth in Item 8.01 below is incorporated by reference herein. It is expected that the offer and sale of the securities by the Company (as defined below) will be made in reliance upon an exemption from registration under the Securities Act of 1933, pursuant to Section 4(a)(2) thereof and/or Regulation D for a sale of securities in transactions not involving any public offering.

 

Item 7.01 Regulation FD Disclosure.

 

On May 21, 2026, Rigetti Computing, Inc. (the “Company”) issued a press release announcing the entry by its wholly-owned subsidiary, Rigetti & Co, LLC (“Rigetti Sub”), into the Letter of Intent (as defined below). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is hereby incorporated by reference.

 

The information included in Item 7.01 of this Current Report (including Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 8.01Other Events.

 

On May 20, 2026, Rigetti Sub entered into a letter of intent (the “Letter of Intent”) with the U.S. Department of Commerce with respect to a proposed $100 million award (the “Award”) under the U.S. CHIPS and Science Act over a three-year period to accelerate superconducting quantum computing research and development. The Letter of Intent contemplates that the Department will be issued shares of the Company’s common stock in an amount consistent with the total amount of the Award. The implied issuance price for the shares will be the lowest reported closing price per share on: (i) the date that the first draft of the letter of intent was transmitted from the Department to Rigetti Sub (May 5, 2026), (ii) the date that the LOI is executed by Rigetti LLC and the Department (May 20, 2026), and (iii) the date the award is issued, in each case, discounted by fifteen percent (15%). Pursuant to the LOI, the Company and the Department have agreed to negotiate in good faith to enter into definitive transaction agreements with respect to the Award.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this Current Report may be considered “forward-looking statements” within the meaning of the federal securities laws, including with respect to the Company’s expectations regarding its future success and performance including expectations with respect to its research and development; the ability of the Company and the Department to successfully enter into definitive transaction agreements as contemplated in the Letter of Intent; the Company’s ability to receive funding amounts as contemplated by the Letter of Intent including the timeline for any such funding; and the issuance of securities by the Company to the Department as part of the transaction. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the Company and the Department’s ability to enter into definitive transaction agreements; the timing of entry into any such definitive transaction agreements; potential impact on the Company, its business and price of its securities with respect to the transactions contemplated by the Letter of Intent and definitive transaction agreements; the Company’s issuance of securities to the Department pursuant to the transaction (including dilution to existing stockholders); the Company’s ability to achieve milestones, technological advancements, including with respect to its technology roadmap; Company’s ability to deliver products to customers in time or at all, including actions by customers, such as controls over their facilities and cancelling orders; the ability of the Company to obtain government contracts successfully and in a timely manner and the availability of government funding; the potential of quantum computing; the success of the Company’s partnerships and collaborations; the Company’s ability to accelerate its development of multiple generations of quantum processors; the outcome of any legal proceedings that may be instituted against the Company or others; the ability to maintain relationships with customers and suppliers and attract and retain management and key employees; costs related to operating as a public company; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, or competitive factors; the Company’s estimates of expenses and profitability; the evolution of the markets in which the Company competes; the ability of the Company to implement its strategic initiatives and expansion plans; the expected use of proceeds from the Company’s past and future financings or other capital; the sufficiency of the Company’s cash resources; unfavorable conditions in the Company’s industry, the global economy or global supply chain, including rising inflation and interest rates, deteriorating international trade relations, political turmoil, natural catastrophes, military conflicts, and terrorist attacks; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and other documents filed by the Company from time to time with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.		   Description
   
99.1   Press Release issued by the Company on May 21, 2026.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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 hereunto duly authorized.

 

Date: May 21, 2026 RIGETTI COMPUTING, INC.
     
  By: /s/ Jeffrey Bertelsen
    Jeffrey Bertelsen
    Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

Rigetti Signs Letter of Intent with U.S. Government for Quantum Computing Research

 

Rigetti announces that it has signed a letter of intent with the U.S. Department of Commerce for an award of up to $100 million to accelerate R&D projects addressing key technical challenges in scaling and advancing superconducting quantum computers.

 

Berkeley, CA -- Rigetti Computing, Inc. (Nasdaq: RGTI) (“Rigetti” or the “Company”), a pioneer in full-stack quantum-classical computing, today announced that it has signed a letter of intent (“LOI”) with the U.S. Department of Commerce (the “Department”) for an award of up to $100 million in funding over three years to accelerate superconducting quantum computing R&D.

 

The funding is allocated under the CHIPS Research and Development Office Broad Agency Announcement pursuant to the CHIPS Act to grow U.S. leadership in emerging technologies, including quantum computing. The LOI contemplates that the Department will receive an equity stake in Rigetti consistent with the total amount of the funding. Under the LOI, Rigetti would pursue R&D projects that address major technical challenges in scaling and advancing superconducting quantum computing.

 

“Quantum computing will have far reaching impacts on our nation’s national security, economic interests, and overall prosperity,” said Dr. Subodh Kulkarni, Rigetti’s CEO. “We are honored that the U.S. government is seeking to partner with Rigetti to accelerate the pace of quantum computing commercialization and to bolster U.S. leadership in this revolutionary field. This investment will allow us to tackle key scaling bottlenecks more rapidly and get us closer to utility-scale quantum computing.”

 

“With today’s CHIPS Research and Development investments in quantum computing, the Trump administration is leading the world into a new era of American innovation,” said Secretary of Commerce Howard Lutnick. “These strategic quantum technology investments will build on our domestic industry, creating thousands of high-paying American jobs while advancing American quantum capabilities.”

 

“The Department of Commerce’s incentives strengthen and accelerate U.S. quantum leadership and technological resilience,” said Bill Frauenhofer, Executive Director of Semiconductor Investment and Innovation. “Quantum computing has significant implications for national defense, advanced materials and biopharmaceutical discovery, financial modeling and energy systems.”

 

About Rigetti

 

Rigetti is a pioneer in full-stack quantum computing. Rigetti quantum computers are based on superconducting qubits, which are widely believed to be the leading qubit modality given their maturity, clear path to scaling, and fast gate speeds. Rigetti quantum computing systems achieve gate speeds of 50-70 nanoseconds, which is about 1,000 times faster than alternative modalities such as trapped-ion and neutral-atom systems.

 

Rigetti sells on-premises 9-qubit to 108-qubit quantum computing systems, which support national laboratories and quantum computing centers. Rigetti’s Cepheus 36-qubit to 108-qubit systems are based on the Company’s proprietary chiplet-based technology and include the Company’s control electronics. Rigetti’s 9-qubit Novera QPU supports a broader R&D community with a high-performance, on-premises QPU designed to plug into a customer’s existing cryogenic and control systems.

 

 

 

 

The Company operates quantum computers over the cloud through its Rigetti Quantum Cloud Services (QCS) platform, enabling global enterprise, government, and research clients to pursue R&D. The Company’s proprietary quantum-classical infrastructure provides high-performance integration with public and private clouds for practical quantum computing.

 

Rigetti developed the industry’s first multi-chip quantum processor for scalable quantum computing systems. Leveraging this proprietary technology, Rigetti deployed the industry’s largest multi-chip quantum computer in 2026 with Cepheus-1-108Q, based on twelve 9-qubit chiplets tiled together. The Company designs and manufactures its chips in-house at Fab-1, the industry’s first dedicated and integrated quantum device manufacturing facility. Learn more at https://www.rigetti.com/.

 

Rigetti Media Contact

press@rigetti.com

 

Cautionary Language and Forward-Looking Statements

 

Certain statements in this communication may be considered “forward-looking statements” within the meaning of the federal securities laws, including with respect to the Company’s expectations regarding its future success and performance including expectations with respect to its R&D, ability to tackle key scaling bottlenecks more rapidly, and ability to get closer to utility-scale quantum computing; expectations on quantum computing’s ability to have far reaching impacts on the nation’s national security, economic interests, and overall prosperity; the ability of the Company and the Department to successfully enter into definitive transaction agreements as contemplated in the LOI; the Company’s ability to receive funding amounts as contemplated by the LOI including the timeline for such funding; and the issuance of securities by the Company to the Department as part of the transaction. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the Company and the Department’s ability to enter into definitive transaction agreements; the timing of entry into any such definitive transaction agreements; potential impact on the Company, its business and price of its securities with respect to the transactions contemplated by the LOI and definitive transaction agreements; the Company’s issuance of securities to the Department pursuant to the transaction (including dilution to existing stockholders); the Company’s ability to achieve milestones, technological advancements, including with respect to its technology roadmap; Company’s ability to deliver products to customers in time or at all, including actions by customers, such as controls over their facilities and cancelling orders; the ability of the Company to obtain government contracts successfully and in a timely manner and the availability of government funding; the potential of quantum computing; the success of the Company’s partnerships and collaborations; the Company’s ability to accelerate its development of multiple generations of quantum processors; the outcome of any legal proceedings that may be instituted against the Company or others; the ability to maintain relationships with customers and suppliers and attract and retain management and key employees; costs related to operating as a public company; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, or competitive factors; the Company’s estimates of expenses and profitability; the evolution of the markets in which the Company competes; the ability of the Company to implement its strategic initiatives and expansion plans; the expected use of proceeds from the Company’s past and future financings or other capital; the sufficiency of the Company’s cash resources; unfavorable conditions in the Company’s industry, the global economy or global supply chain, including rising inflation and interest rates, deteriorating international trade relations, political turmoil, natural catastrophes, military conflicts, and terrorist attacks; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and other documents filed by the Company from time to time with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations.

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Rigetti Computing (RGTI) announce in this 8-K?

Rigetti announced it signed a Letter of Intent with the U.S. Department of Commerce for a proposed award of up to $100 million over three years to fund superconducting quantum computing R&D projects under the CHIPS Act, subject to definitive agreements.

How large is the potential CHIPS Act award for Rigetti (RGTI)?

The Letter of Intent contemplates an award of up to $100 million over a three-year period. These funds would support Rigetti’s research and development efforts to address key technical challenges in scaling and advancing superconducting quantum computers if final agreements are completed.

How will the U.S. Department of Commerce receive value in the Rigetti (RGTI) transaction?

The LOI contemplates the Department being issued Rigetti common stock in an amount consistent with the total funding. The implied issuance price will be the lowest reported closing price on three specified dates, discounted by 15%, resulting in equity dilution to existing shareholders.

Is Rigetti’s up to $100 million CHIPS Act award already finalized?

No. Rigetti and the Department of Commerce have signed a Letter of Intent that commits them to negotiate definitive transaction agreements in good faith. The funding amounts and related equity issuance are not guaranteed until such definitive agreements are executed.

What will the proposed CHIPS Act funding support for Rigetti (RGTI)?

The potential funding would accelerate R&D projects focused on scaling and advancing superconducting quantum computing. Rigetti plans to use it to address major technical challenges on its technology roadmap aimed at progressing toward utility-scale quantum computing capabilities, if the award is finalized.

What risks does Rigetti highlight regarding the proposed CHIPS Act award?

Rigetti notes risks including the ability to enter definitive agreements, timing of any such agreements, potential dilution from issuing securities to the Department, achieving R&D milestones, securing government contracts, and broader macroeconomic and industry uncertainties described in its Form 10-K and Form 10-Q risk factors.

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