| Summary of Significant Accounting Policies (Policies) | Dec. 31, 2020 | Oct. 31, 2021 | Sep. 30, 2021 | Jan. 31, 2021 |
| Accounting Policies [Line Items] | | | | |
| Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of | | Basis of Presentation The accompanying unaudited condensed financial statements are presente d in U.S | |
| Restatement to Previously Reported Financial Statements | | | Restatement to Previously Reported Financial Statements In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. The Company’s previously filed financial statements that contained the error were reported in the Company’s Form 8-K filed with the SEC on March 10, 2021 (the “Post-IPO Balance Sheet”) and the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. As a result, the Company restated its previously filed financial statements to present all Class A ordinary shares as temporary equity subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. The impact of the revision to the Post-IPO Balance Sheet is an increase to Class A ordinary shares subject to possible redemption of approximately $28.9 million, a decrease to additional paid-in capital of approximately $5.5 million an increase to the accumulated deficit of approximately $23.3 million, and the reclassification of 2,888,978 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption as presented below.
As of March 4, 2021 As Reported Adjustment As Restated
Total assets $ 346,880,911 — $ 346,880,911
Total liabilities $ 25,770,690 — $ 25,770,690
Class A ordinary shares subject to redemption 316,110,220 28,889,780 $ 345,000,000
Preferred shares — — —
Class A ordinary shares 289 (289 ) —
Class B ordinary shares 863 — 863
Additional paid-in capital 5,543,115 (5,543,115 ) —
Accumulated deficit (544,266 ) (23,346,376 ) (23,890,642 )
Total shareholders’ equity (deficit) $ 5,000,001 $ (28,889,780 ) $ (23,889,779 )
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 346,880,911 $ — $ 346,880,911 The impact of the restatement on the unaudited condensed balance sheets and unaudited condensed statements of operations for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of March 31, 2021:
As of March 31, 2021 As Reported Adjustment As Restated
Total assets $ 346,801,623 — $ 346,801,623
Total liabilities $ 26,267,320 — $ 26,267,320
Class A ordinary shares subject to redemption 315,534,300 29,465,700 $ 345,000,000
Preferred shares — — —
Class A ordinary shares 294 (294 ) —
Class B ordinary shares 863 — 863
Additional paid-in capital 6,172,654 (6,172,654 ) —
Accumulated deficit (1,173,808 ) (23,292,752 ) (24,466,560 )
Total shareholders’ equity (deficit) $ 5,000,003 $ (29,465,700 ) $ (24,465,697 )
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 346,801,623 $ — $ 346,801,623 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the three months ended March 31, 2021:
Form 10-Q: Three Months Ended March 31, 2021
As Reported Adjustment As Restated
Cash Flow from Operating Activities $ (476,570 ) $ — $ (476,570 )
Cash Flows from Investing Activities $ (345,000,000 ) $ — $ (345,000,000 )
Cash Flows from Financing Activities $ 346,861,861 $ — $ 346,861,861
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accounts payable $ 65,450 $ — $ 65,450
Offering costs included in accrued expenses $ 302,000 $ — $ 302,000
Deferred underwriting commissions in connection with the initial public offering $ 12,075,000 $ — $ 12,075,000
Initial value of Class A ordinary shares subject to possible redemption $ 316,110,220 $ (316,110,220 ) $ —
Change in value of Class A ordinary shares subject to possible redemption $ (575,920 ) $ 575,920 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed balance sheet as of June 30, 2021:
As of June 30, 2021 As Reported Adjustment As Restated
Total assets $ 346,622,172 — $ 346,622,172
Total liabilities $ 28,533,605 — $ 28,533,605
Class A ordinary shares subject to redemption 313,088,560 31,911,440 $ 345,000,000
Preferred shares — — —
Class A ordinary shares 319 (319 ) —
Class B ordinary shares 863 — 863
Additional paid-in capital 8,618,370 (8,618,370 ) —
Retained earnings (accumulated deficit) (3,619,545 ) (23,292,752 ) (26,912,297 )
Total shareholders’ equity (deficit) $ 5,000,007 $ (31,911,441 ) $ (26,911,434 )
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 346,622,172 $ — * $ 346,622,172
* de minimis rounding The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited condensed statement of cash flows for the six months ended June 30, 2021:
Form 10-Q: Six Months Ended June 30, 2021
As Reported Adjustment As Restated
Cash Flow from Operating Activities $ (565,125 ) $ — $ (565,125 )
Cash Flows from Investing Activities $ (345,000,000 ) $ — $ (345,000,000 )
Cash Flows from Financing Activities $ 346,796,412 $ — $ 346,796,412
Supplemental Disclosure of Noncash Financing Activities:
Offering costs included in accrued expenses $ 302,000 $ — $ 302,000
Deferred underwriting commissions in connection with the initial public offering $ 12,075,000 $ — $ 12,075,000
Initial value of Class A ordinary shares subject to possible redemption $ 316,110,220 $ (316,110,220 ) $ —
Change in value of Class A ordinary shares subject to possible redemption $ (3,021,660 ) $ 3,021,660 $ — In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. The impact to the reported amounts of weighted averages shares outstanding and basic and diluted earnings per ordinary share is presented below for the Affected Quarterly Periods:
EPS for Class A ordinary shares (redeemable)
As Reported Adjustment As Adjusted
Form 10-Q (March 31, 2021) - three months ended March 31, 2021
Net loss $ (1,159,117 ) $ — $ (1,159,117 )
Weighted average shares outstanding 31,608,965 2,891,035 34,500,000
Basic and diluted earnings per share $ 0.00 $ (0.03 ) $ (0.03 )
Form 10-Q (June 30, 2021) - three months ended June 30, 2021
Net loss $ (2,445,737 ) $ — $ (2,445,737 )
Weighted average shares outstanding 31,550,742 2,949,258 34,500,000
Basic and diluted earnings per share $ 0.00 $ (0.06 ) $ (0.06 )
Form 10-Q (June 30, 2021) - six months ended June 30, 2021
Net loss $ (3,604,854 ) $ — $ (3,604,854 )
Weighted average shares outstanding 31,564,442 2,935,558 34,500,000
Basic and diluted earnings per share $ 0.00 $ (0.08 ) $ (0.08 )
EPS for Class B ordinary shares (non-
As Reported Adjustment As Adjusted
Form 10-Q (March 31, 2021) - three months ended March 31, 2021
Net loss $ (1,159,117 ) $ — $ (1,159,117 )
Weighted average shares outstanding 8,749,433 (899,433 ) 7,850,000
Basic and diluted earnings per share $ (0.13 ) $ 0.10 $ (0.03 )
Form 10-Q (June 30, 2021) - three months ended June 30, 2021
Net loss $ (2,445,737 ) $ — $ (2,445,737 )
Weighted average shares outstanding 11,574,258 (2,949,258 ) 8,625,000
Basic and diluted earnings per share $ (0.21 ) $ 0.15 $ (0.06 )
Form 10-Q (June 30, 2021) - six months ended June 30, 2021
Net loss $ (3,604,854 ) $ — $ (3,604,854 )
Weighted average shares outstanding 10,169,649 (1,930,008 ) 8,239,641
Basic and diluted earnings per share $ (0.36 ) $ 0.28 $ (0.08 ) | |
| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. | |
| Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies | | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging he p used | |
| Concentration of Credit Risk | | | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 , and investments held in Trust Account. As of September 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
| Cash and Cash Equivalents | | | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September | |
| Investments Held in the Trust Account | | | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | |
| Fair Value of Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature. | | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. | |
| Fair Value Measurement | | | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:
• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
| Derivative Warrant Liabilities | | | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period until exercised. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. Subsequent to the separate listing and trading of the Public Warrants the fair value of the Public Warrants has been measured based on the observable listed prices for such warrants and the fair value of the Private Warrants are measured using a Black-Scholes Option Pricing Model. Derivative warrant liabilities are classified as non-current | |
| Offering Costs Associated with the Initial Public Offering | | | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabiliti es are ex | |
| Class A Ordinary Shares Subject to Possible Redemption | | | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, the Company had 345,000,000 and 0, respectively of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. | |
| Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from December 22, 2020 (inception) through December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. | | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial s tate The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
| Net Income (Loss) Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares at December 31, 2020 were reduced for the effect of an aggregate of 1,125,000 shares of Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented. | | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of shares of Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti- dilutive under the treasury stock method. The number of weighted average Class B ordinary shares for calculating basic net income per ordinary share was reduced for the effect of an aggregate of 1,125,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or part by the underwriters (see Note 5). Since the contingency was satisfied as of September 30, 2021, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:
For the Three Months Ended For the Nine Months Ended September 30, 2021
Class A Class B Class A Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income $ 3,731,852 $ 932,963 $ 853,023 $ 206,938
Denominator:
Basic weighted average ordinary shares outstanding 34,500,000 8,625,000 34,500,000 8,369,505
Diluted weighted average ordinary shares outstanding 34,500,000 8,625,000 34,500,000 8,625,000
Basic net income per ordinary share $ 0.11 $ 0.11 $ 0.02 $ 0.02
Diluted net income per ordinary share $ 0.11 $ 0.11 $ 0.02 $ 0.02 | |
| Deferred Offering Costs Associated With The Proposed Public Offering [Policy Text Block] | Deferred Offering Costs Associated with the Proposed Public Offering Deferred offering costs consist of legal fees incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. | | | |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 | |
| Cash and Restricted Cash | | | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September | |
| Rigetti Holdings [Member] | | | | |
| Accounting Policies [Line Items] | | | | |
| Basis of Presentation | | Basis of Presentation | | Basis of Presentation |
| Use of Estimates | | Use of Estimates Such management estimates include, but are not limited to: the fair value of share-based awards, fair value of convertible notes, fair value of the convertible preferred stock warrants, goodwill and intangible assets, accrued liabilities and contingencies, depreciation and amortization periods, and accounting for income taxes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the the | | Use of Estimates |
| Emerging Growth Company | | Emerging Growth Company non-emerging | | |
| Concentration of Credit Risk | | Concentrations of Credit Risk low-risk, Significant customers are those which represent 10% or more of the Company’s revenue or accounts receivable balance at each balance sheet date. During the nine months ended October 31, 2021, five customers accounted for approximately 99% of the Company’s revenue. As of October 31, 2021, three customers accounted for approximately 99% of the Company’s accounts receivable. During the nine months ended October 31, 2020, three customers accounted for approximately 78% of the Company’s revenue. As of January 31, 2021, one customer accounted for 87% of the Company’s accounts receivable. Customers accounting for 10% or more of the Company’s revenue during the nine months ended October 31, 2021 and 2020 were:
October 31,
Customer 2021 2020
Customer A 29 % *
Customer B 19 % 30 %
Customer C 19 % *
Customer D 18 % 34 %
Customer E 14 % 15 %
* Customer accounted for less than 10% of revenue in the respective year | | Concentrations of Credit Risk low-risk, Significant customers are those which represent 10% or more of the Company’s revenue or accounts receivable balance at each balance sheet date. During the year ended January 31, 2021, three customers accounted for approximately 78% of the Company’s revenue and one customer accounted for approximately 87% of the Company’s accounts receivable. During the year ended January 31, 2020, four customers accounted for approximately 82% of the Company’s revenue and 97% of the Company’s accounts receivable. Customers accounting for 10% or more of the Company’s revenue during the years ended January 31, 2021 and 2020 were:
Customer 2021 2020
Customer A 32 % 16 %
Customer B 31 % *
Customer C 15 % 32 %
Customer D * 24 %
Customer E * 10 %
* Customer accounted for less than 10% of revenue in the respective year All revenues derived from major customers noted above are included in the Americas region in Note 14. |
| Cash and Cash Equivalents | | Cash and Restricted Cash
October 31, January 31,
Cash $ 13,124,285 $ 22,202,388
Restricted cash 317,134 317,134
Total cash and restricted cash $ 13,441,419 $ 22,519,522 | | Cash and Restricted Cash The following table provides a reconciliation of cash and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows:
January 31,
2021 2020
Cash $ 22,202,388 $ 308,707
Restricted cash 317,134 317,134
Total cash and restricted cash $ 22,519,522 $ 625,841 |
| Fair Value Measurement | | Fair Value Measurements As of October 31, 2021, the Company has recorded two financial liabilities subject to fair value measurements 1) Derivative warrant liabilities and 2) Forward Warrant Agreement and both are classified as Level III liabilities as they both include unobservable inputs. Derivative warrant liabilities were fair valued based on a Black Scholes option model with unobservable inputs which included stock price of Rigetti common stock, volatility and selected risk free rate. The Company estimated the fair value of the Forward Warrant Agreement using a forward analysis with unobservable inputs which included selected risk-free rate and probability outcomes. | | Fair Value Measurements |
| Derivative Warrant Liabilities | | Derivative Warrant Liabilities Certain of the warrants issued and outstanding are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period until exercised. The fair value of the warrant liabilities issued were initially measured using the Black Scholes model and will be subsequently remeasured at each reporting period with changes recorded as a component of other income in the Company’s consolidated statement of operations. Derivative warrant liabilities are classified as non-current | | |
| Income Taxes | | | | Income Taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. |
| Net Income (Loss) Per Ordinary Share | | Net income (loss) per share C-1 The Company uses the two-class two-class two-class convertible Series C-1 The following table sets forth the computation of the basic and diluted net loss per share in relation to the Class A Common Stock:
October 31,
2021 2020
Net Loss $ (29,507,327 ) $ (17,895,346 )
Basic and diluted shares
Weighted-average Class A Common Stock outstanding 22,067,245 20,636,737
Loss per share for Class A Common Stock
— Basic $ (1.34 ) $ (0.87 )
— Diluted $ (1.34 ) $ (0.87 ) The number of shares outstanding underlying the potential dilutive Class A Common Stock at October 31, 2021 and 2020 are as follows:
October 31,
2021 2020
Convertible Series C Preferred Stock 69,223,658 69,223,658
Common Stock Warrants 10,952,096 10,197,532
Stock Options 14,986,512 17,296,199
Restricted Stock Units 6,736,961 —
101,899,227 96,717,389
The number of shares outstanding underlying the potential dilutive Class B Common Stock at October 31, 2021 and 2020 are as follows:
October 31,
2021 2020
Convertible Series C-1 29,502,847 29,502,847
29,502,847 29,502,847 | | Net Income (Loss) Per Share: C-1 The Company uses the two-class two-class two-class C-1 |
| Deferred Offering Costs | | Deferred Offering Costs | | |
| Recent Accounting Pronouncements | | Recent Accounting Pronouncements | | Recent Accounting Pronouncements 2016-02, Leases (Topic 842) 2020-05 2016-02 In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016-13, available-for-sale reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for available-for-sale In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In December 2019, the FASB issued ASU 2019-12, Income Taxes 2019-12 In August 2020, the FASB issued ASU 2020-06, Debt–Debt with Conversion and Other Options (Subtopic 470-20 815-40): 470-20, 470-20 815-40 if-converted 2020-06 In May 2021, the FASB issued ASU 2021-04, 470-50), Contracts in Entity’s Own Equity (Subtopic 815-40): 2021-04 |
| Unaudited Interim Financial Information | | Unaudited Interim Financial Information— | | |
| Principles of Consolidation | | Principals of Consolidation the | | Principals of Consolidation |
| Segments | | Segments | | Segments |
| Foreign Currency | | Foreign Currency | | Foreign Currency |
| Comprehensive Loss | | Comprehensive Loss | | Comprehensive Loss |
| Cash and Restricted Cash | | Cash and Restricted Cash
October 31, January 31,
Cash $ 13,124,285 $ 22,202,388
Restricted cash 317,134 317,134
Total cash and restricted cash $ 13,441,419 $ 22,519,522 | | Cash and Restricted Cash The following table provides a reconciliation of cash and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows:
January 31,
2021 2020
Cash $ 22,202,388 $ 308,707
Restricted cash 317,134 317,134
Total cash and restricted cash $ 22,519,522 $ 625,841 |
| Accounts Receivable | | Accounts Receivable | | Accounts Receivable |
| Revenue Recognition | | Revenue Recognition Development contracts are generally multi-year, non-recurring | | Revenue Recognition No. 2014-09, Revenue from Contracts with Customers (Topic 606) 340-40, Other Assets and Deferred Costs—Contracts with Customers. The Company recognizes revenue from contracts with customers by applying the following five-step model:
• Identify the contract with a customer
• Identify the performance obligations in the contract
• Determine the transaction price
• Allocate the transaction price to the performance obligations in the contract
• Recognize revenue when (or as) performance obligations are satisfied The Company generates revenue through its Quantum Cloud Services (QCaaS) and development contracts and other services. Access to Rigetti quantum computing systems can be purchased as a quantum computing subscription, or on a usage basis for a specified quantity of hours. Revenue related to subscription-based access to Rigetti quantum computing systems (QCaaS) is recognized over time as access to the systems is provided on a ratable basis over the subscription term, which can range from six months to two years. This time-based input measure of progress provides a faithful depiction of the transfer of the services because the customer obtains generally equal benefit from its access to the systems throughout the subscription term. Revenue related to usage-based access to Rigetti quantum computing systems is recognized over time as the systems are accessed using an output method based on compute credit hours expended. This output method provides a faithful depiction of the transfer of the services because the customer has purchased a specified quantity of hours of usage that diminishes each time an hour is expended and therefore each hour of access to the systems is considered a discrete delivery of underlying services in these arrangements. Development contracts are generally multi-year, non-recurring arrangements in which the Company provides professional services regarding practical applications of quantum computing to technology and business problems within the customer’s industry or organization and assists the customer in developing quantum algorithms and applications that will provide commercial value to the customer in areas of business interest. Development contracts are typically fixed fee arrangements invoiced on a milestone basis, but may also be invoiced on a time and materials or cost reimbursement basis in certain cases. Revenue related to development contracts and other services is recognized over time as the services are provided using an input measure based on actual labor hours incurred to date relative to total estimated labor hours needed to complete the program or total contracted hours over the program period. This input measure of progress provides a faithful depiction of the transfer of the services because it closely depicts the Company’s efforts or inputs to the satisfaction of the performance obligation. Revenue related to the sale of custom quantum computing components is recognized at a point in time upon acceptance by the customer. The Company has elected to treat shipping and handling activities related to contracts with customers as fulfillment costs, and not as separate performance obligations, and accrues the related costs when the related revenue is recognized. When the Company’s contracts with customers contain multiple performance obligations, the transaction price is allocated on a relative standalone selling price basis to each performance obligation. The Company typically determines standalone selling price based on observable selling prices of its products and services. In instances where standalone selling price is not directly observable, standalone selling price is determined using information that may include market conditions and other observable inputs. Standalone selling price is typically established as a range. In situations in which the stated contract price for a performance obligation is outside of the applicable standalone selling price range and has a different pattern of transfer to the customer than the other performance obligations in the contract, the Company will reallocate the total transaction price to each performance obligation based on the relative standalone selling price of each. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue is recorded based on the transaction price, which includes fixed consideration and estimates of variable consideration. The amount of variable consideration included in the transaction price is constrained and is included only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s contracts with customers may include renewal or other options at fixed prices. Determining whether such options are considered distinct performance obligations that provide the customer with a material right and therefore should be accounted for separately requires significant judgment. Judgment is required to determine the standalone selling price for each renewal option to determine whether the renewal pricing is reflective of standalone selling price or is reflective of a discount that would provide the customer with a material right. Based on the Company’s assessment of standalone selling prices, the Company determined that there were no significant material rights provided to its customers requiring separate recognition. The timing of revenue recognition may not align with the right to invoice the customer. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment, regardless of whether revenue has been recognized. Deferred revenue is primarily composed of fees related to QCaaS, which are generally billed in advance and recognized as revenue over the related subscription term. Unbilled receivables relate to revenue recognized for milestones completed under development services contracts for which the related milestone billing has not yet occurred. In instances where the timing of revenue recognition differs from the timing of the right to invoice, the Company has determined that a significant financing component generally does not exist. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the products and services and not to receive financing from or provide financing to the customer. Additionally, the Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. Payment terms on invoiced amounts are typically net 30 days. The Company does not offer rights of return for its products and services in the normal course of business, and contracts generally do not include service-type warranties that provide any incremental service to the customer beyond providing assurance |
| Stock-Based Compensation | | Stock-Based Compensation The accounting for awards granted to consultants and nonemployees is largely consistent with the accounting for such awards granted to employees, with the exception that the fair value of the awards may | | Stock-Based Compensation The accounting for awards granted to consultants and nonemployees is largely consistent with the accounting for such awards granted to employees, with the exception that the fair value of the awards may be measured based on the expected term or the contractual term of the award and the fair value is recognized in the same period and in the same manner the Company would if it had paid cash for the related services. The Company has elected to account for forfeitures of employee stock awards as they occur. Upon any exercise of stock option awards, the Company issues new shares of common stock, unless there are treasury shares available for reissuance at that time. |
| Prior Period Reclassifications | | | | Prior Period Reclassifications |
| Income Statement Reclassifications | | | | Income Statement Reclassifications |
| Property and Equipment, Net | | | | Property and Equipment, Net |
| Goodwill | | | | Goodwill |
| Redeemable Convertible Preferred Stock Warrant Liability | | | | Redeemable Convertible Preferred Stock Warrant Liability remeasurement at each consolidated balance sheet date, and any change in fair value is recognized as a component of other income (expense). The fair value of these warrants is determined by the Company based on the Black-Scholes option-pricing valuation model, which requires the input of highly subjective assumptions, including the estimated fair value of the underlying redeemable convertible preferred stock at the valuation measurement date, the remaining contractual term of the warrant, risk-free interest rates, expected dividends, and expected volatility of the price of the underlying redeemable convertible preferred stock. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants or the completion of a liquidation event, at which time all redeemable convertible preferred stock warrants will be converted into warrants to purchase common stock and, accordingly, the liability will be reclassified into stockholders’ deficit. Prior to the year ended January 31, 2020, the Company had issued a warrant to acquire 14,958 shares of series B-2 B-2 10-year B-2 B-2 B-2 B-2 B-2 |
| Costs of Obtaining and Fulfilling Contracts | | | | Costs of Obtaining and Fulfilling Contracts |
| Cost of Revenue | | | | Cost of Revenue |
| Research and Development | | | | Research and Development |
| General and Administrative | | | | General and Administrative |
| Sales and Marketing | | | | Sales and Marketing |
| Capitalized Software | | | | Capitalized Software internal-use |
| Impairment of Long-Lived Assets | | | | Impairment of Long-Lived Assets |
| Employee Benefit Plan | | | | Employee Benefit Plan |
| Business Combinations | | | | Business Combinations |
