Welcome to our dedicated page for Rigetti Computing SEC filings (Ticker: RGTIW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Classover Holdings, Inc. (KIDZW) has called a virtual special meeting for July 18, 2025 to seek stockholder approval for two pivotal capital-structure actions.
Proposal 1 – “Nasdaq Proposal”: authorizes the issuance of Class B common stock above the 19.99% threshold required by Nasdaq rules in connection with (i) a $400 million Equity Purchase Facility Agreement (EPFA) with Solana Strategic Holdings LLC and (ii) up to $500 million of senior secured convertible notes under a May 30, 2025 Securities Purchase Agreement. Both agreements allow issuance below the Nasdaq “Minimum Price” and could trigger a change of control, hence the need for shareholder consent.
Proposal 2 – “Authorized Share Proposal”: amends the certificate of incorporation to raise authorized Class B shares from 450 million to 2 billion. The board says the additional capacity will (1) cover all shares issuable under the EPFA and note conversions and (2) support future financing, equity compensation and strategic M&A.
Voting dynamics: CEO & Chair Hui Luo owns all 6.54 million Class A shares (25 votes each) plus 522.8 k Class B shares, giving management roughly 91% of total voting power. A Voting Agreement obligates Luo to vote “FOR” both items, effectively guaranteeing passage.
Capital & structural implications:
- The EPFA allows discounted share sales at 95% of the lowest VWAP over the prior three trading days, incentivising rapid resale by the investor.
- The notes are senior, secured by all company assets (including crypto holdings) and prohibit cash dividends while outstanding.
- If approved, common shareholders face potentially massive dilution and a decline in per-share voting and economic interests.
Strategic rationale & risks: Proceeds back a “Solana-centric” digital-asset treasury strategy that includes buying, staking and validator operations. The proxy enumerates extensive risks: crypto price volatility, potential classification of SOL as a security, 1940 Act “investment company” issues, custody & cyber-security exposure, restrictive debt covenants and dilution. Failure to obtain approval would cap issuances at 19.99%, limit access to capital, and force repeated shareholder meetings.
Board recommendation: vote FOR both proposals.
Rigetti Computing, Inc. (symbol: RGTIW) has filed a Form 144 indicating an upcoming insider sale. The notice covers the proposed disposition of 50,000 common shares through broker Piper Sandler & Co. The shares carry an aggregate market value of $523,000 based on prevailing prices and represent a negligible 0.016% of the 322.75 million shares outstanding. The transaction is slated to occur on or about June 23 2025 on the Nasdaq exchange.
The shares were originally acquired on June 10 2024 as compensation from the issuer. The same insider—identified in the filing’s sales history section as Cathy McCarthy—previously sold an identical 50,000-share block on June 20 2025, generating $555,700 in gross proceeds. The filer affirms knowledge of no undisclosed material adverse information, satisfying Rule 144 certification requirements.
Given the small percentage of total shares involved and the routine nature of compensation-related disposal, the event is unlikely to have a material effect on Rigetti’s share price; however, it does add to public records of insider activity that some investors track for sentiment signals.
Form 144 filing overview: Rigetti Computing, Inc. (symbol RGTIW) has filed a Form 144 indicating the proposed sale of 50,000 shares of common stock through broker Piper Sandler & Co. The shares were acquired on 06/10/2024 as compensation and are scheduled for sale on 06/20/2025 on the Nasdaq exchange.
Deal size and context: The indicated aggregate market value is $553,000, based on the filing. Compared with the issuer’s total outstanding share count of 322,752,518, the proposed sale represents roughly 0.016 % of shares outstanding, suggesting the transaction is small relative to the company’s total equity base.
Additional details: • No prior sales during the past three months were reported. • The filing is a live submission. • Acquisition and payment occurred the same day (06/10/2024) and were classified as “Compensation,” implying the seller received the shares from the issuer rather than purchasing them on the open market. • Key fields such as the seller’s name and relationship to the issuer were left blank, so the identity and seniority of the seller cannot be confirmed from the document.
Because Form 144 is only a notice of intent, the sale may or may not occur as planned. Investors typically monitor such filings to gauge insider sentiment, but the limited size of this sale and lack of identifying information suggest a limited immediate impact on the company’s share-price dynamics.
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