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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):
January 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 7.01 |
Regulation FD Disclosure. |
On January 20, 2026,
Rigetti Computing, Inc. (the “Company”) issued a press release announcing that it has received an $8.4 million purchase
order to deliver a 108-qubit quantum computer to the Centre for Development of Advanced Computing (C-DAC), India’s premier
R&D organization of the Ministry of Electronics and Information Technology. The system will be installed on-premises at C-DAC’s
Bengaluru center and is scheduled to be deployed in the second half of 2026. 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 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| |
|
| 99.1 |
|
Press Release issued by
the Company on January 20, 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: January 20, 2026 |
RIGETTI COMPUTING, INC. |
| |
|
|
| |
By: |
/s/ Jeffrey Bertelsen |
| |
|
Jeffrey Bertelsen |
| |
|
Chief Financial Officer |
