QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
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31 | ||||
45 | ||||
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47 | ||||
87 | ||||
88 | ||||
88 | ||||
88 | ||||
89 | ||||
91 |
• | our ability to achieve milestones, 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 strategy for quantum computing as a service (“Quantum Computing as a Service,” or “QCaaS”); |
• | the success of our partnerships and collaborations; |
• | 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 may be instituted against us or others with respect to the Business Combination (as defined herein) or other matters; |
• | our ability to execute on our business strategy, including monetization of our products; |
• | our financial performance, growth rate and market opportunity; |
• | our ability to maintain the listing of our common stock and Public Warrants on the Nasdaq Capital Market (“Nasdaq”), and the potential liquidity and trading of such securities; |
• | the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, our ability to grow and manage growth profitably, maintain relationships with customers and suppliers and retain our management and key employees; |
• | costs related to the Business Combination and operating as a public company; |
• | our ability to establish and maintain effective internal controls over financial reporting; |
• | changes in applicable laws or regulations; |
• | the possibility that we may be adversely affected by other economic, business, or competitive factors; |
• | our estimates of expenses profitability, future revenue, capital requirements and need for additional financing; |
• | the evolution of the markets in which we compete; |
• | our ability to implement our strategic initiatives, expansion plans and continue to innovate our existing services; |
• | the expected use of proceeds of the Business Combination; |
• | the sufficiency of our cash resources and our ability to raise additional capital; |
• | unfavorable conditions in our industry, the global economy or global supply chain (including any supply chain impacts from the ongoing military conflict involving Russia and Ukraine and sanctions related thereto), including inflation and financial and credit market fluctuations; |
• | changes in applicable laws or regulations; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors; |
• | our ability to expand or maintain our existing customer base; and |
• | the effect of COVID-19 on the foregoing. |
• | We are in our early stages and have a limited operating history, which makes it difficult to forecast our future results of operations. |
• | We have a history of operating losses and expect to incur significant expenses and continuing losses for the foreseeable future. |
• | Even if the market in which we compete achieves anticipated growth levels, our business could fail to grow at similar rates, if at all. |
• | We will require a significant amount of cash for expenditures as we invest in ongoing research and development and business operations and may need additional capital sooner than planned to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available. If we are unable to raise additional funding when needed, we may be required to delay, limit or substantially reduce our quantum computing development efforts. |
• | Our ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other ownership changes. |
• | We have not produced quantum computers with high qubit counts or at volume and face significant barriers in our attempts to produce quantum computers, including the need to invent and develop new technology. If we cannot successfully overcome those barriers, our business will be negatively impacted and could fail. |
• | Any future generations of hardware developed to demonstrate narrow quantum advantage and broad quantum advantage and the anticipated release of an 84 qubit system, 336 qubit system, 1,000+ qubit system and 4,000+ qubit system, each of which is an important anticipated milestone for our technical roadmap and commercialization, may not occur on our anticipated timeline or at all. |
• | The quantum computing industry is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers. |
• | Our business is currently dependent upon our relationship with our cloud providers. There are no assurances that we will be able to commercialize quantum computers from our relationships with cloud providers. |
• | We depend on a limited number of customers for a significant percentage of our revenue and the loss or temporary loss of a major customer for any reason could harm our financial condition. |
• | A significant portion of our revenue depends on contracts with the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business. |
• | We rely on access to high performance third party classical computing through public clouds, high performance computing centers and on-premises computing infrastructure to deliver performant quantum solutions to customers. We may not be able to maintain high quality relationships and connectivity with these resources which could make it harder for us to reach customers or deliver solutions in a cost-effective manner. |
• | We depend on certain suppliers to source products. Failure to maintain our relationship with any of these suppliers, or a failure to replace any supplier, could have a material adverse effect on our business, financial position, results of operations and cash flows. |
• | Our system depends on the use of certain development tools, supplies, equipment and production methods. If we are unable to procure the necessary tools, supplies and equipment to build our quantum systems, or are unable to do so on a timely and cost-effective basis, and in sufficient quantities, we may incur significant costs or delays which could negatively affect our operations and business. |
• | Even if we are successful in developing quantum computing systems and executing our strategy, competitors in the industry may achieve technological breakthroughs which render our quantum computing systems obsolete or inferior to other products. |
• | We may be unable to reduce the cost of developing our quantum computers, which may prevent us from pricing our quantum systems competitively. |
• | The quantum computing industry is in its early stages and volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our quantum computing solutions, if we encounter negative publicity or if our solution does not drive commercial engagement, the growth of our business will be harmed. |
• | If our computers fail to achieve quantum advantage, our business, financial condition and future prospects may be harmed. |
• | We could suffer disruptions, outages, defects and other performance and quality problems with our quantum computing systems, our production technology partners or with the public cloud, data centers and internet infrastructure on which we rely. |
• | We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future. If we fail to remediate the material weakness or if we identify additional material weaknesses, or if we otherwise fail to establish and maintain effective control over financial reporting, it may adversely affect our ability to accurately and timely report our financial results, and may adversely affect investor confidence and business operations. |
• | System security and data protection breaches, as well as cyber-attacks, including state-sponsored attacks, could disrupt our operations, which may damage our reputation and adversely affect our business. |
• | Our failure to obtain, maintain and protect our intellectual property rights could impair our ability to protect and commercialize our proprietary products and technology and cause us to lose our competitive advantage. |
• | Delaware law and our Certificate of Incorporation and Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable. |
• | We will require a significant amount of cash for expenditures as we invest in ongoing research and development and business operations and may need additional capital sooner than planned to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available. If we are unable to raise additional funding when needed, we may be required to delay, limit or substantially reduce our quantum computing development efforts. |
• | Our warrants, including our Public Warrants, Private Warrants and other warrants we have issued, are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results. |
• | Sales of our securities, or perceptions of sales, by us or holders of our securities in the public markets or otherwise, including in connection with our committed equity financing with B. Riley Principal Capital II LLC, or B. Riley, could cause the market price for our common stock to decline and future issuances of securities may adversely affect us, our common stock and may be dilutive to existing stockholders. |
• | There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq. |
• | Our warrants may be out of the money at the time they become exercisable and they may expire worthless. |
• | With the approval by the holders of at least 50% of the then-outstanding Public Warrants, we may amend the terms of the warrants in a manner that may be adverse to holders. |
June 30, 2022 |
December 31, 2021 |
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Assets |
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Current assets: |
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Cash |
$ | $ | ||||||
Accounts receivable |
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Prepaid expenses and other current assets |
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Forward contract—assets |
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Deferred offering costs |
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Total current assets |
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Property and equipment, net |
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Restricted cash |
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Other assets |
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Goodwill |
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Total assets |
$ | $ | ||||||
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Liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued expenses and other current liabilities |
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Deferred revenue |
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Debt—current portion |
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Forward contract—liabilities |
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Total current liabilities |
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Debt—net of current portion |
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Derivative warrant liabilities |
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Earn-out liabilities |
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Other liabilities |
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Total liabilities |
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Commitments and contingencies (Note 5) |
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Redeemable convertible preferred stock*, par value $ June 30, 2022 and December 31, 2021, respectively; 2022 and December 31, 2021, respectively |
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Stockholders’ equity (deficit): |
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Preferred Stock, par value $ December 31, 2021, respectively; 2021, respectively |
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Common stock*, par value $ and December 31, 2021, respectively; 2022 and December 31, 2021, respectively |
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Additional paid-in capital |
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Accumulated other comprehensive gain |
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Accumulated deficit |
( |
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) | ||||
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Total stockholders’ equity (deficit) |
( |
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Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) |
$ | $ | ||||||
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* | Shares of legacy Redeemable Convertible Series C Preferred Stock, Redeemable Convertible Series C-1 Preferred Stock, legacy Class A common stock, and legacy Class B common stock have been retroactively restated to give effect to the Business Combination. |
Three Months Ended |
Six Months Ended |
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June 30, |
June 30, |
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2022 |
2021 |
2022 |
2021 |
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Revenue |
$ | $ | $ | $ | ||||||||||||
Cost of revenue |
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Total gross profit |
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Operating expenses: |
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Research and development |
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Sales and marketing |
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General and administrative |
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Total operating expenses |
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Loss from operations |
( |
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) | ( |
) | ( |
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Other (expense) income , net: |
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Interest expense, net of interest income |
( |
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) | ( |
) | ( |
) | ||||||||
Change in fair value of derivative warrant liabilities |
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Change in fair value of earn-out liability |
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Transaction costs |
( |
) | ||||||||||||||
Other income (expense) |
( |
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Total other income (expense), net |
( |
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Net loss before provision for income taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Provision for income taxes |
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Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
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Net loss per share attributed to common stockholders—basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Weighted average shares used in computing net loss per share attributable to common stockholders – basic and diluted* |
* | Weighted-average shares have been retroactively restated to give effect to the Business Combination. |
Three Months Ended |
Six Months Ended |
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June 30, |
June 30, |
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2022 |
2021 |
2022 |
2021 |
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Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Other comprehensive gain (loss): |
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Foreign currency translation gain (loss) |
( |
) | ||||||||||||||
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Comprehensive loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
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Redeemable Convertible Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Other Comprehensive Gain |
Accumulated Deficit |
Total Stockholders’ (Deficit) Equity |
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Shares |
Amount |
Shares |
Amount |
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(In thousands, except share and per share data) |
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Balance, December 2021 |
$ | $ | — | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||
Retroactive application of Business Combination (Note 3) |
( |
) | — | ( |
) | ( |
) | — | — | — | ||||||||||||||||||||||
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Adjusted balance, beginning of period* |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Issuance of common stock upon conversion of legacy Series C and Series C-1 preferred stock in connection with the Business Combination (Note 3) |
( |
) | ( |
) | — | — | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of legacy stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Issuance of common stock upon exercise of legacy Rigetti common stock |
— | — | — | — | — | |||||||||||||||||||||||||||
Issuance of common stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities (Note 3) |
— | — | — | — | ||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Foreign currency translation gain |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
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Balance, March 31, 2022 |
— | $ | — | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||
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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 |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
Reclassification of loan and security agreement warrants to equity |
— | — | — | — | ||||||||||||||||||||||||||||
Settlement first tranche of forward contract |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Capitalization of deferred costs to equity upon share issuance |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Foreign currency translation gain |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
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Balance, June |
$ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||
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* | Shares of legacy Redeemable Convertible Series C Preferred Stock, Redeemable Convertible Series C-1 Preferred Stock, legacy Class A common stock, and legacy Class B common stock have been retroactively restated to give effect to the Business Combination. |
Redeemable Convertible Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Other Comprehensive Gain (Loss) |
Accumulated Deficit |
Total Stockholders’ (Deficit) Equity |
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Shares |
Amount |
Shares |
Amount |
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(In thousands, except share and per share data) |
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Balance, December 31, 2020 |
$ | $ | — | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||
Retroactive application of Business Combination (Note 3) |
( |
) | — | ( |
) | ( |
) | — | — | — | ||||||||||||||||||||||
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Adjusted balance, beginning of period* |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Foreign currency translation gain |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
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Balance, March 31, 2021 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||
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Issuance of common stock upon exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Issuance of common stock upon exercise of common stock warrants |
— | — | — | — | — | |||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Foreign currency translation loss |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
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Balance, June 30, 2021 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||
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* | Shares of legacy Redeemable Convertible Series C Preferred Stock, Redeemable Convertible Series C-1 Preferred Stock, legacy Class A common stock, and legacy Class B common stock have been retroactively restated to give effect to the Business Combination. |
Six Months Ended |
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June 30, |
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2022 |
2021 |
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Cash flows from operating activities |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Stock-based compensation |
||||||||
Change in fair value of earnout liability |
( |
) | — | |||||
Change in fair value of derivative warrant liabilities |
( |
) | — | |||||
Change in fair value of forward contract |
( |
) | — | |||||
Amortization of debt issuance costs |
— | |||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
( |
) | ( |
) | ||||
Prepaid expenses and other current assets |
( |
) | ( |
) | ||||
Other assets |
( |
) | ||||||
Deferred revenue |
( |
) | ||||||
Accounts payable |
( |
) | ||||||
Accrued expenses and other current liabilities |
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Other liabilities |
( |
) | ||||||
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Net cash used in operating activities |
( |
) | ( |
) | ||||
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Cash flows from investing activities |
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Purchases of property and equipment |
( |
) | ( |
) | ||||
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Net cash used in investing activities |
( |
) | ( |
) | ||||
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Cash flows from financing activities |
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Proceeds from Business Combination, net of transaction costs paid |
— | |||||||
Transaction costs paid directly by Rigetti |
( |
) | — | |||||
Proceeds from issuance of notes payable |
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Payments on debt issuance costs |
( |
) | — | |||||
Payment on loan and security agreement exit fees |
( |
) | — | |||||
Proceeds from issuance of common stock upon exercise of stock options and warrants |
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Net cash provided by financing activities |
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Effect of changes in exchange rate on cash and restricted cash |
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Net increase in cash and restricted cash |
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Cash and restricted cash at beginning of period |
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Cash and restricted cash at end of period |
$ | $ | ||||||
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Supplemental disclosure of cash flow information: |
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Cash paid for interest |
$ | $ | ||||||
Supplemental disclosure of non-cash financing activity: |
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Fair value of earn-out liability |
$ | $ | — | |||||
Fair value of private placement and public warrants liability |
$ | $ | — | |||||
Exercise of loan and security agreement warrants |
$ | $ | — | |||||
Settlement of the first tranche of forward contract |
$ | $ | — | |||||
Capitalization of deferred costs to equity upon share issuance |
$ | $ | — | |||||
Purchases of property and equipment recorded in accounts payable |
$ | $ |
• |
Former Legacy Rigetti stockholders have a controlling voting interest in the Company; |
• |
The Company’s board of directors as of immediately after the closing is comprised of eight board members, six seats occupied by previous Rigetti board members and one seat being occupied by a previous Supernova representative. The final eighth seat was filled by an individual who did not have ties to either Rigetti or Supernova pre-merger; and |
• |
Legacy Rigetti management continues to hold executive management roles for the post-combination company and be responsible for the day-to-day operations. |
June 30, 2022 |
December 31, 2021 |
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Cash |
$ | $ | ||||||
Restricted cash |
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Total cash and restricted cash |
$ | $ | ||||||
Valuation Assumptions |
Initial Recognition on March 2, 2022 |
June 30, 2022 |
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Stock Price |
$ | $ | ||||||
Simulated trading days |
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Volatility (annual) |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Estimated time to expiration (years) |
For the Six Months Ended June 30, |
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Customer |
2022 |
2021 |
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Customer A |
% | * | ||||||
Customer B |
% | % | ||||||
Customer C |
% | % | ||||||
Customer D |
% | * | ||||||
Customer E |
* |
% |
For the Three Months Ended June 30, |
||||||||
Customer |
2022 |
2021 |
||||||
Customer A |
% | % | ||||||
Customer B |
% | % | ||||||
Customer C |
% | * | ||||||
Customer D |
% | * |
* | Customer accounted for less than 10% of revenue in the respective period |
June 30, |
December 31, |
|||||||
Customer |
2022 |
2021 |
||||||
Customer A |
% | % | ||||||
Customer B |
% | % | ||||||
Customer C |
% | % | ||||||
Customer D |
% | * | ||||||
Customer E |
% | * |
* | Customer accounted for less than 10% of accounts receivable in the respective period |
Amount (In Thousands) |
||||
Cash—SNII trust and cash (net of redemption) |
$ | |||
Cash – PIPE |
||||
Cash—SNII operating account |
||||
Less: SNII transaction cost |
( |
) | ||
|
|
|||
Net Proceeds from Business Combination and PIPE |
$ |
|||
|
|
Common Stock—SNII Class A, outstanding prior to Business Combination |
||||
Less: redemption of SNII Class A ordinary shares |
( |
) | ||
|
|
|||
Common Stock—SNII Class A ordinary shares |
||||
Common Stock—SNII Class B ordinary shares* |
||||
Shares issued in PIPE |
||||
|
|
|||
Business Combination and PIPE shares |
||||
Common stock—Legacy Rigetti** |
||||
Common stock—exercise of Legacy Rigetti stock options immediately prior to the closing** |
||||
Common stock—exercise of Legacy Rigetti warrants immediately prior to the closing** |
||||
Common stock—upon conversion of Legacy Rigetti Series C preferred stock** |
||||
Common stock—upon conversion of Legacy Rigetti Series C-1 preferred stock** |
||||
|
|
|||
Total shares of common stock immediately after Business Combination |
||||
|
|
* | Includes (i) |
** | (i)all outstanding shares of Legacy Rigetti Common Stock as of immediately prior to the Closing (including Legacy Rigetti Common Stock resulting from the Legacy Rigetti Preferred Stock Conversion), were exchanged at an exchange ratio of one-for- and for Legacy Series C-1 Preferred Stock was |
Three Months Ended June 30, |
Three Months Ended June 30, |
|||||||
2022 |
2021 |
|||||||
Type of Goods or Service |
(In Thousands) |
|||||||
Collaborative research and other professional services |
$ | $ | ||||||
Access to quantum computing systems |
||||||||
$ | $ | |||||||
Timing of Revenue Recognition |
||||||||
Revenue recognized at a point in time |
$ | — | $ | |||||
Revenue recognized over time |
||||||||
$ | $ | |||||||
Six Months Ended June 30, |
Six Months Ended June 30, |
|||||||
2022 |
2021 |
|||||||
Type of Goods or Service |
(In Thousands) |
|||||||
Collaborative research and other professional services |
$ | $ | ||||||
Access to quantum computing systems |
||||||||
$ | $ | |||||||
Timing of Revenue Recognition |
||||||||
Revenue recognized at a point in time |
$ | — | $ | |||||
Revenue recognized over time |
||||||||
$ | $ | |||||||
June 30, December 31, |
||||||||
2022 |
2021 |
|||||||
(In Thousands) |
||||||||
Trade receivables |
$ | |
$ | |||||
Unbilled receivables |
$ | $ | ||||||
Deferred revenue |
$ | ( |
) | $ | ( |
) |
June 30, |
||||
2022 |
||||
(In Thousands) |
||||
Balance at beginning of period |
$ | ( |
) | |
Deferral of revenue |
( |
) | ||
Recognition of deferred revenue |
||||
Balance at end of period |
$ | ( |
) | |
Remainder of 2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total minimum future lease payments |
$ | |
||
June 30, 2022 |
December 31, 2021 |
|||||||
(In Thousands) |
||||||||
Outstanding principal amount |
$ | |
$ | |
||||
Add: accreted liability of final payment fee |
||||||||
Less: unamortized debt discount, long term |
( |
) | ( |
) | ||||
Less: current portion of long term debt-principal |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Debt—net of current portion |
$ | $ | ||||||
|
|
|
|
|||||
Current portion of long term debt—principal |
$ | $ | ||||||
Less: current portion of unamortized debt discount |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Debt—current portion |
$ | $ | ||||||
|
|
|
|
June 30, 2022 |
December 31, 2021 |
|||||||
(In Thousands) |
||||||||
2022 |
$ | $ | ||||||
2023 |
||||||||
2024 |
||||||||
2025 |
||||||||
2026 |
— | |||||||
|
|
|
|
|||||
$ | $ | |||||||
|
|
|
|
Common Stock |
||||
Common Stock Warrants |
||||
Stock-Based Awards - RSUs Outstanding |
||||
Stock-Based Awards - Options Outstanding |
||||
|
|
|||
Total |
||||
|
|
Valuation Assumptions |
Initial Recognition on March 2, 2022 |
June 30, 2022 |
||||||
Stock Price |
$ | $ | ||||||
Strike Price |
$ | $ | ||||||
Volatility (annual) |
% | % | ||||||
Risk-free rate |
% | % | ||||||
Estimated time to expiration (years) |
||||||||
Dividend yield |
% | % |
• |
Reduced Derivative Warrant Liabilities by $ |
Valuation Assumption— Common Stock Warrants |
June 2, 2022 |
|||
Stock price |
$ | |||
Strike price |
$ | |||
Volatility (annual) |
% | |||
Risk-free rate |
% | |||
Estimated time to expiration (years) |
||||
Dividend yield |
% |
June 30, |
December 31, |
|||||||
2022 |
2021 |
|||||||
Vested Customer warrants |
||||||||
Unvested Customer warrants |
||||||||
Key Valuation Assumptions | ||
Holding period (in years) |
||
Risk free rate |
||
Probability of occurring the contingency |
||
Underlying value per share |
$ |
June 30, 2022 |
||||||||||||
Level 1 |
Level 2 |
Level 3 |
||||||||||
(In Thousands) |
||||||||||||
Assets: |
||||||||||||
Forward Warrant Agreement |
$ | $ | $ | |||||||||
Total Assets |
$ |
$ |
$ |
|||||||||
Liabilities: |
||||||||||||
Derivative warrant liability-Private Warrants |
||||||||||||
Derivative warrant liability-Public Warrants |
||||||||||||
Earn-out Liability |
||||||||||||
Total Liabilities |
$ |
$ |
$ |
|||||||||
December 31, 2021 |
||||||||||||
Level 1 |
Level 2 |
Level 3 |
||||||||||
(In Thousands) |
||||||||||||
Liabilities: |
||||||||||||
Derivative warrant liability—Trinity Warrants |
||||||||||||
Forward warrant agreement |
||||||||||||
Total Liabilities |
||||||||||||
Derivative warrant liability—Trinity Warrants |
Derivative warrant liability-Private Warrants |
Forward Warrant Agreement Liability (Asset) |
Earn-out Liability |
|||||||||||||
(in thousands) |
||||||||||||||||
Balance—December 31, 2021 |
$ |
$ |
— |
$ |
$ |
— |
||||||||||
Initial measurement on March 2, 2022 upon Business Combination (Note 3) |
||||||||||||||||
Change in fair values |
( |
) |
( |
) |
( |
) | ||||||||||
Extinguishment due to exercise of the warrants |
( |
) |
— |
— |
||||||||||||
Balance—June 30, 2022 |
$ |
— |
$ |
$ |
( |
) |
$ |
|||||||||
Number of Options |
Weighted-Average Exercise Price |
Weighted-average contractual life (in years) |
Aggregate Intrinsic value |
|||||||||||||
Outstanding – December 31, 2021 |
$ | $ | ||||||||||||||
Granted |
||||||||||||||||
Exercised |
( |
) | $ | |||||||||||||
Forfeited and expired |
( |
) | $ | |||||||||||||
Outstanding - June 30, 2022 |
$ | $ | ||||||||||||||
Exercisable - June 30, 2022 |
$ | $ |
RSUs |
Weighted Average Fair Value Per Share |
|||||||
Balance at December 31, 2021 |
||||||||
Granted |
$ | |||||||
Vested |
( |
) | ||||||
Forfeited |
( |
) | ||||||
Balance at June 30, 2022 |
||||||||
3 Months Ended June 30, |
6 Months Ended June 30, |
|||||||
2022 |
2022 |
|||||||
Research and development |
$ | $ | ||||||
Sales and marketing expenses |
||||||||
General and administrative expenses |
||||||||
Total Stock Compensation Expenses |
$ | $ | ||||||
3 Months Ended June 30, |
6 Months Ended June 30, |
|||||||
2021 |
2021 |
|||||||
Research and development |
$ | $ | ||||||
Sales and marketing expenses |
||||||||
General and administrative expenses |
||||||||
Total Stock Compensation Expenses |
$ | $ | ||||||
June 30, |
||||
2021 |
||||
Expected volatility |
% | |||
Weighted-average risk-free interest rate |
% | |||
Expected dividend yield |
% | |||
Expected term (in years) |
||||
Exercise price |
$ |
Three Months Ended June 30, |
||||||||
2022 |
2021 |
|||||||
Net Loss |
$ | ( |
) | $ | ( |
) | ||
Basic and diluted shares |
||||||||
Weighted-average Class A Common Stock outstanding |
||||||||
Loss per share for Class A Common Stock |
||||||||
— Basic |
$ | ( |
) | $ | ( |
) | ||
— Diluted |
$ | ( |
) | $ | ( |
) |
Six Months Ended June 30, |
||||||||
2022 |
2021 |
|||||||
Net Loss |
$ | ( |
) | $ | ( |
) | ||
Basic and diluted shares |
||||||||
Weighted-average Class A Common Stock outstanding |
||||||||
Loss per share for Class A Common Stock |
||||||||
— Basic |
$ | ( |
) | $ | ( |
) | ||
— Diluted |
$ | ( |
) | $ | ( |
) |
June 30, |
||||||||
2022 |
2021 |
|||||||
Convertible Series C-1 Preferred Stock (1) |
||||||||
Convertible Series C Preferred Stock (1) |
||||||||
Common Stock Warrants (1)(2) |
||||||||
Stock Options (1) |
||||||||
Restricted Stock Units |
||||||||
|
|
|
|
|||||
|
|
|
|
(1) | The number of outstanding shares as of June 30, 2021 have been retrospectively adjusted to reflect the Exchange Ratio. |
(2) | The number of outstanding shares as of June 30, 2022 and June 30, 2021 does not include |
Three Months Ended June 30, |
||||||||||||||||
2022 |
2021 |
|||||||||||||||
Amount |
% |
Amount |
% |
|||||||||||||
(In Thousands) |
(In Thousands) |
|||||||||||||||
United States |
$ | % | $ | % | ||||||||||||
United Kingdom |
% | % | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | % | $ | % | |||||||||||||
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
||||||||||||||||
2022 |
2021 |
|||||||||||||||
Amount |
% |
Amount |
% |
|||||||||||||
(In Thousands) |
(In Thousands) |
|||||||||||||||
United States |
$ | % | $ | % | ||||||||||||
United Kingdom |
% | % | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | % | $ | % | |||||||||||||
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
2022 versus 2021 |
Six Months Ended June 30, |
2022 versus 2021 |
|||||||||||||||||||||||||||||
2022 |
2021 |
$ Change |
% Change |
2022 |
2021 |
$ Change |
% Change |
|||||||||||||||||||||||||
( In thousands) | ( In thousands) | |||||||||||||||||||||||||||||||
Revenue: |
$ | 2,134 | $ | 1,540 | $ | 594 | 39 | % | $ | 4,238 | $ | 3,900 | $ | 338 | 9 | % | ||||||||||||||||
Cost of revenue |
873 | 365 | 508 | 139 | % | 1,287 | 637 | 650 | 102 | % | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total gross profit |
1,261 | 1,175 | 86 | 7 | % | 2,951 | 3,263 | (312 | ) | -10 | % | |||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||||||
Research and development |
12,634 | 7,496 | 5,138 | 69 | % | 25,083 | 14,431 | 10,652 | 74 | % | ||||||||||||||||||||||
Sales and marketing |
1,487 | 644 | 843 | 131 | % | 2,963 | 957 | 2,006 | 210 | % | ||||||||||||||||||||||
General and administrative |
12,785 | 2,711 | 10,074 | 372 | % | 24,345 | 5,232 | 19,113 | 365 | % | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total operating expenses |
26,906 | 10,851 | 16,055 | 148 | % | 52,391 | 20,620 | 31,771 | 154 | % | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Loss from operations |
(25,645 | ) | (9,676 | ) | (15,969 | ) | 165 | % | (49,440 | ) | (17,357 | ) | (32,083 | ) | 185 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Other (expense) income, net: |
||||||||||||||||||||||||||||||||
Interest expense |
(1,040 | ) | (405 | ) | (635 | ) | 157 | % | (2,244 | ) | (481 | ) | (1,763 | ) | 367 | % | ||||||||||||||||
Change in fair value of derivative warrant liabilities |
8,687 | — | 8,687 | nm | 14,509 | — | 14,509 | nm | ||||||||||||||||||||||||
Change in fair value of earn-out liability |
8,024 | — | 8,024 | nm | 17,658 | — | 17,658 | nm | ||||||||||||||||||||||||
Transaction cost |
— | — | — | nm | (927 | ) | — | (927 | ) | nm | ||||||||||||||||||||||
Other income |
— | 7 | (7 | ) | -100 | % | — | (23 | ) | 23 | -100 | % | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total other income (expense), net |
15,671 | (398 | ) | 16,069 | 28,996 | (504 | ) | 29,500 | ||||||||||||||||||||||||
Net loss before provision for income taxes |
(9,974 | ) | (10,074 | ) | 100 | (20,444 | ) | (17,861 | ) | (2,583 | ) | |||||||||||||||||||||
Provision for income taxes |
— | — | — | — | — | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net loss |
$ | (9,974) | $ | (10,074) | $ | 100 | $ | (20,444) | $ | (17,861) | $ | (2,583) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
• | a $3.5 million increase in employee related costs in the three months ended June 30, 2022 due to an increase in headcount and related wage costs of $1.6 million, and a $1.9 million increase in stock compensation expense. |
• | a $1.6 million increase associated with the continued and expanded investment in research and development efforts, including $1.2 million increase in software subscription and material costs, a $0.2 million increase in rent and utilities related to our Fremont fab facility, and a $0.2 million increase in associated depreciation from increased capital expenditures. |
• | a $7.1 million increase in employee related costs for the six months ended June 30, 2022 due to an increase in headcount and resulting wage costs of $3.1 million, a $2.4 million increase in stock compensation expense, and a one-time cumulative recognition of previously deferred stock compensation expense of $1.6 million related to the satisfaction of the liquidity condition with respect to outstanding stock units recognized as a result of the close of the Business Combination; and |
• | a $3.6 million increase associated with the ongoing and expanded investment in research and development efforts, including a $3.0 million increase in software subscription and material costs, a $0.2 million increase in rent and utilities, and a $0.4 million increase in depreciation. |
• | a $8.4 million increase in stock compensation expense; |
• | a $1.8 million increase in legal and accounting costs related to enhanced public reporting requirements, investor relation costs and other software acquisition costs; |
• | a $1.1 million increase in employee related cost as a result of operating as a public Company, including higher executive salaries and increased headcount-related wage costs to build and upgrade the resources to operate as a public company and to build out our information security team; and |
• | a $0.9 million increase in other costs including directors and officers insurance and other office expenses attributable to return to office work. |
• | a $9.9 million increase in stock compensation expense; |
• | a one-time cumulative recognition of previously deferred stock compensation expense of $6.9 million related to the satisfaction of the liquidity condition with respect to outstanding stock units recognized as a result of the close of the Business Combination; |
• | a $2.6 million increase in legal and accounting costs related to enhanced public reporting requirements, investor relation costs and other software acquisition costs; |
• | one-time transaction bonuses awarded to employees in recognition of the closing of the Business Combination and associated taxes of $2.1 million; |
• | a $1.7 million increase in employee related cost as a result of operating as a public company, including higher executive salaries and increased headcount-related wage costs to build and upgrade the resources to operate as a public company and to build out our information security team; and |
• | a $1.0 million increase in other costs including directors and officers insurance and other office expenses attributable to return to office work. |
Total |
Short-Term |
Long-Term |
||||||||||
(in thousands) | ||||||||||||
Financing obligations |
$ | 29,427 | $ | 4,226 | $ | 25,201 | ||||||
Operating lease obligations |
10,163 | 1,502 | 8,661 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 39,590 | $ | 5,728 | $ | 33,862 | ||||||
|
|
|
|
|
|
Six Months Ended June 30, |
||||||||
2022 |
2021 |
|||||||
Net cash used in operating activities |
$ (35,085 | ) | (14,098 | ) | ||||
Net cash used in investing activities |
(10,636 | ) | (3,744 | ) | ||||
Net cash provided by financing activities |
217,766 | 20,117 |
• | increase in headcount and payroll related costs of $8.2 million as a result of investments in research and development efforts combined with upgrading internal and external resources to operate as a public company including a one-time bonus related to the business combination of $2.1 million |
• | $5.6 million increase in legal and accounting costs related to enhanced public reporting requirements, investor relation costs, and other software acquisition costs |
• | prepayment of insurance premium for directors and officers of $3.0 million. |
• | $1.7 million in additional interest costs related to increased borrowing amounts associated with the Loan Agreement |
• | total transaction costs of $1.0 million incurred in connection with the closing of the Business Combination |
• | $1.5 million in working capital changes. |
• | Reduced Derivative Warrant Liabilities by $1.3 million and increased the Change in Fair Value of Derivative Warrant Liabilities by $1.3 million. |
• | attract new customers and grow our customer base; |
• | maintain and increase the rates at which existing customers use our platform, sell additional products and services to our existing customers, and reduce customer churn; |
• | invest in our platform and product offerings; |
• | effectively manage organizational change; |
• | accelerate and/or refocus research and development activities; |
• | expand manufacturing and supply chain capacity; |
• | increase sales and marketing efforts; |
• | broaden customer-support and services capabilities; |
• | maintain or increase operational efficiencies; |
• | implement appropriate operational and financial systems; and |
• | maintain effective financial disclosure controls and procedures. |
• | limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general business purposes; |
• | require us to use a portion of our cash flow from operations to make debt service payments instead of other purposes, thereby reducing the amount of cash flow available for future working capital, capital expenditures, acquisitions, or other general business purposes; |
• | expose us to the risk of increased interest rates as following the consummation of our initial public offering borrowings under the Loan Agreement are subject to interest at the greater of (i) a floating per annum rate equal to 7.5% above the prime rate, or (ii) a fixed per annum rate equal to 11.0%, also paid on a monthly basis; |
• | limit our flexibility to plan for, or react to, changes in our business and industry; |
• | increase our vulnerability to the impact of adverse economic, competitive and industry conditions; and |
• | increase our cost of borrowing. |
• | large, well-established tech companies that generally compete across our products, including Quantinuum, Google, Microsoft, Amazon, Intel and IBM; |
• | large research organizations funded by sovereign nations such as China, Russia, Canada, Australia and the United Kingdom, and those in the European Union as of the date of this Report and we believe additional countries in the future; |
• | less-established public and private companies with competing technology, including companies located outside the United States; and |
• | new or emerging entrants seeking to develop competing technologies. |
• | Changes in government fiscal or procurement policies, or decreases in government funding available for procurement of goods and services generally, or for our federal government contracts specifically; |
• | Changes in government programs or applicable requirements; |
• | Restrictions in the grant of personnel security clearances to our employees; |
• | Ability to maintain facility clearances required to perform on classified contracts for U.S. federal government and foreign government agencies; |
• | Changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding; |
• | Changes in the government’s attitude towards the capabilities that we offer; |
• | Changes in the government’s attitude towards us as a company or our platforms; |
• | Appeals, disputes, or litigation relating to government procurement, including but not limited to bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government; |
• | The adoption of new laws or regulations or changes to existing laws or regulations; |
• | Budgetary constraints, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by any lapses in appropriations for the federal government or certain of its departments and agencies; |
• | Influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers; |
• | Changes in political or social attitudes with respect to security or data privacy issues; |
• | Potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics, such as the coronavirus pandemic; and |
• | Increased or unexpected costs or unanticipated delays caused by other factors outside of our control. |
• | our inability to enter into agreements with suppliers on commercially reasonable terms, or at all; |
• | difficulties of suppliers ramping up their supply of materials to meet our requirements; |
• | a significant increase in the price of one or more components, including due to industry consolidation occurring within one or more component supplier markets or as a result of decreased production capacity at manufacturers; |
• | any reductions or interruption in supply, including disruptions on our global supply chain as a result of the COVID-19 |
• | pandemic, which we have experienced, and may in the future experience or as a result of the ongoing military conflict between Russia and Ukraine and the related sanctions imposed against Russia (including as a result of disruptions of global shipping, the transport of products, energy supply, cybersecurity incidents and banking systems as well as of our ability to control input costs) or otherwise; |
• | financial problems of either manufacturers or component suppliers; |
• | significantly increased freight charges, or raw material costs and other expenses associated with our business; |
• | other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components to us on a timely basis; |
• | a failure to develop our supply chain management capabilities and recruit and retain qualified professionals; |
• | a failure to adequately authorize procurement of inventory by our contract manufacturers; or |
• | a failure to appropriately cancel, reschedule or adjust our requirements based on our business needs. |
• | unexpected costs and errors in the localization of our platform and solutions, including translation into foreign languages and adaptation for local culture, practices and regulatory requirements; |
• | lack of familiarity and burdens of complying with foreign laws, legal standards, privacy and cybersecurity standards, regulatory requirements, tariffs and other barriers, and the risk of penalties to our customers and individual members of management or employees if our practices are deemed to not be in compliance; |
• | practical difficulties of enforcing intellectual property rights in countries with varying laws and standards and reduced or varied protection for intellectual property rights in some countries; |
• | an evolving legal framework and additional legal or regulatory requirements for data privacy and cybersecurity, which may necessitate the establishment of systems to maintain data in local markets, requiring us to invest in additional data centers and network infrastructure, and the implementation of additional employee data privacy documentation (including locally-compliant data privacy notice and policies), all of which may involve substantial expense and may cause us to need to divert resources from other aspects of our business, all of which may adversely affect our business; |
• | unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions; |
• | difficulties in managing systems integrators and technology partners; |
• | differing technology standards; |
• | different pricing environments, longer sales cycles, longer accounts receivable payment cycles and difficulties in collecting accounts receivable; |
• | increased financial accounting and reporting burdens and complexities; |
• | difficulties in managing and staffing international operations including the proper classification of independent contractors and other contingent workers, differing employer/employee relationships and local employment laws; |
• | increased costs involved with recruiting and retaining an expanded employee population outside the United States through cash and equity-based incentive programs and unexpected legal costs and regulatory restrictions in issuing our shares to employees outside the United States; |
• | global political and regulatory changes that may lead to restrictions on immigration and travel for our employees; |
• | fluctuations in exchange rates that may decrease the value of our foreign-based revenue; |
• | potentially adverse tax consequences, including the complexities of foreign value added tax (or other tax) systems, restrictions on the repatriation of earnings, and transfer pricing requirements; and |
• | permanent establishment risks and complexities in connection with international payroll, tax and social security requirements for international employees. |
• | obtain expertise; |
• | obtain sales and marketing services or support; |
• | obtain equipment and facilities; |
• | develop relationships with potential future customers; and |
• | generate revenue. |
• | specialized disclosure and accounting requirements unique to government contracts; |
• | financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government; |
• | public disclosures of certain contract and company information; and |
• | mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements. |
• | Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, regardless of the merit of the claim or our defenses, may require us to do one or more of the following: |
• | cease selling or using solutions or services that incorporate the intellectual property rights that allegedly infringe, misappropriate or violate the intellectual property of a third party; |
• | make substantial payments for legal fees, settlement payments or other costs or damages; |
• | obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; |
• | redesign the allegedly infringing solutions to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible; or |
• | indemnify third parties using our products or services. |
• | our ability to meet our technological milestones, including any delays; |
• | changes in the industries in which we and our customers operate; |
• | variations in our operating performance and the performance of our competitors in general; |
• | material and adverse impact of the COVID-19 |
• | pandemic or the ongoing military conflict between Russia and Ukraine and the related sanctions imposed against Russia on the markets and the broader global economy; |
• | actual or anticipated fluctuations in our quarterly or annual operating results; |
• | publication of research reports by securities analysts about us or our competitors or our industry; |
• | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
• | our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; |
• | additions and departures of key personnel; |
• | changes in laws and regulations affecting our business; |
• | commencement of, or involvement in, litigation involving the Company; |
• | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of our common stock available for public sale, including the significant percentage of shares of our common stock that may be offered for resale; |
• | the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; |
• | guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance, including with respect to our technical roadmap; |
• | the development and sustainability of an active trading market for our stock; |
• | actions by institutional or activist stockholders; |
• | changes in accounting standards, policies, guidelines, interpretations or principles; and |
• | other events or factors, including recessions, increases in inflation and interest rates, foreign currency fluctuations, international tariffs, social, political and economic risks, natural disasters, acts of war (including the conflict involving Russia and Ukraine), terrorism or responses to such events. |
• | labor availability and costs for hourly and management personnel; |
• | profitability of our products, especially in new markets and due to seasonal fluctuations; |
• | changes in interest rates; |
• | impairment of long-lived assets; |
• | macroeconomic conditions, both nationally and locally; |
• | negative publicity relating to products we serve; |
• | changes in consumer preferences and competitive conditions; and |
• | expansion to new markets. |
• | may significantly dilute the equity interests of our investors; |
• | may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change in control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
• | may adversely affect prevailing market prices for our common stock. |
• | providing for a classified board of directors with staggered, three-year terms; |
• | the ability of the Board to issue up to 10,000,000 shares of preferred stock, including “blank check” preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change of control; |
• | provide that the authorized number of directors may be changed only by resolution of the Board; |
• | provide that, subject to the rights of the holders of any series of preferred stock, any individual director or directors may be removed only with cause by the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class; |
• | provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; |
• | require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent or electronic transmission; |
• | provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice; |
• | provide that special meetings of our stockholders may be called by the chairperson of the Board, the chief executive officer or by the Board pursuant to a resolution adopted by a majority of the total number of authorized directors; and |
• | not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose. |
• | result in us incurring substantial costs; |
• | affect our ability to timely file our periodic reports until the restatement is completed; |
• | divert the attention of our management and employees from managing our business; |
• | result in material changes to our historical and future financial results; |
• | result in investors losing confidence in our operating results; |
• | subject us to securities class action litigation; and |
• | cause our stock price to decline. |
Incorporated by Reference | ||||||||||
Exhibit Number |
Description |
Form |
File No. |
Exhibit |
Filing Date | |||||
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. This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Rigetti Computing, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing. |
+ | The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
# | Indicates management contract or compensatory plan or arrangement. |
RIGETTI COMPUTING, INC | ||||||
(Registrant) | ||||||
Dated: August 11, 2022 | By: | /s/ Brian Sereda | ||||
Brian Sereda | ||||||
Chief Financial Officer | ||||||
(Authorized Signatory, Principal Financial Officer and Principal Accounting Officer) |