Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 18, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | RIGETTI COMPUTING, INC. | |
Entity Central Index Key | 0001838359 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40140 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-0950636 | |
Entity Address, Address Line One | 775 Heinz Avenue | |
Entity Address, City or Town | Berkeley | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94710 | |
City Area Code | 510 | |
Local Phone Number | 210-5550 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 123,030,054 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | RGTI | |
Security Exchange Name | NASDAQ | |
Public Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | RGTIW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and Cash Equivalents | $ 73,837 | $ 11,729 | |
Available-for-sale investments | 87,186 | ||
Accounts receivable | 2,295 | 1,543 | |
Prepaid expenses and other current assets | 3,633 | 1,351 | |
Forward contract - assets | 1,930 | ||
Deferred offering costs | 742 | 3,449 | |
Total current assets | 169,623 | 18,072 | |
Property and equipment, net | 37,440 | 22,497 | |
Restricted cash | 117 | 317 | |
Other assets | 129 | 165 | |
Goodwill | 5,377 | 5,377 | |
Total assets | 212,686 | 46,428 | |
Current liabilities: | |||
Accounts payable | 1,726 | 1,971 | |
Accrued expenses and other current liabilities | 6,934 | 3,806 | |
Deferred revenue | 811 | 985 | |
Debt - current portion | 6,834 | 575 | |
Forward contract - liabilities | 230 | ||
Total current liabilities | 16,305 | 7,567 | |
Debt - net of current portion | 22,999 | 24,216 | |
Derivative warrant liabilities | 4,046 | 4,355 | |
Earn-out liabilities | 2,995 | 0 | |
Other liabilities | 436 | 295 | |
Total Liabilities | 46,781 | 36,433 | |
Commitments and contingencies (Note 6) | |||
Stockholders' equity (deficit): | |||
Preferred Stock, par value $0.0001 per share; 10,000,000 shares and 0 shares authorized at September 30, 2022 and December 31, 2021, respectively; 0 shares and 0 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 0 | 0 | |
Common stock*, par value $0.0001 per share; 1,000,000,000 shares and 134,050,472 shares authorized at September 30, 2022 and December 31, 2021, respectively; 122,739,804 shares and 18,221,069 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 12 | 2 | |
Additional paid-in capital | 422,200 | 135,549 | |
Accumulated other comprehensive gain (loss) | (527) | 52 | |
Accumulated deficit | (255,780) | (207,131) | |
Total stockholders' equity (deficit) | 165,905 | (71,528) | |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | 212,686 | 46,428 | |
Redeemable Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Redeemable convertible preferred stock*, par value $0.0001 per share; 0 shares and 80,974,757 shares authorized at September 30, 2022 and December 31, 2021, respectively; 0 shares and 77,696,679 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | [1] | $ 0 | $ 81,523 |
[1]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. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, Outstanding | 0 | 0 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 134,050,472 |
Common stock, issued | 122,739,804 | 18,221,069 |
Common stock, outstanding | 122,739,804 | 18,221,069 |
Redeemable Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 0 | 80,974,757 |
Preferred stock, shares issued | 0 | 77,696,679 |
Preferred stock, Outstanding | 0 | 77,696,679 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Revenue | $ 2,804 | $ 2,919 | $ 7,042 | $ 6,818 | |
Cost of revenue | 776 | 446 | 2,063 | 1,083 | |
Total gross profit | 2,028 | 2,473 | 4,979 | 5,735 | |
Operating expenses: | |||||
Research and development | 17,365 | 7,484 | 44,040 | 21,915 | |
Sales and marketing | 1,960 | 782 | 4,922 | 1,738 | |
General and administrative | 14,027 | 3,376 | 38,371 | 8,608 | |
Total operating expenses | 33,352 | 11,642 | 87,333 | 32,261 | |
Loss from operations | (31,324) | (9,169) | (82,354) | (26,526) | |
Other income (expense), net: | |||||
Interest expense | (1,436) | (589) | (3,811) | (1,077) | |
Interest income | 1,042 | 2 | 1,172 | 9 | |
Change in fair value of derivative warrant liabilities | 8,103 | 0 | 19,853 | 0 | |
Change in fair value of earn-out liability | 4,860 | 0 | 17,418 | 0 | |
Transaction costs | 0 | 0 | (927) | 0 | |
Other income (expense) | 0 | 0 | 0 | (23) | |
Total other income (expense), net | 12,569 | (587) | 33,705 | (1,091) | |
Net loss before provision for income taxes | (18,755) | (9,756) | (48,649) | (27,617) | |
Provision for income taxes | 0 | 0 | 0 | 0 | |
Net loss | $ (18,755) | $ (9,756) | $ (48,649) | $ (27,617) | |
Weighted average shares used in computing net loss per share attributable to common stockholders – basic | [1] | 118,571,295 | 22,554,422 | 95,690,821 | 22,129,715 |
Weighted average shares used in computing net loss per share attributable to common stockholders – diluted | [1] | 118,571,295 | 22,554,422 | 95,690,821 | 22,129,715 |
Net loss per share attributed to common stockholders—basic | $ (0.16) | $ (0.43) | $ (0.51) | $ (1.25) | |
Net loss per share attributed to common stockholders—diluted | $ (0.16) | $ (0.43) | $ (0.51) | $ (1.25) | |
[1]Weighted-average shares have been retroactively restated to give effect to the Business Combination. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net loss | $ (18,755) | $ (9,756) | $ (48,649) | $ (27,617) |
Other comprehensive gain (loss): | ||||
Foreign currency translation gain (loss) | (270) | (6) | (223) | 44 |
Change in unrealized loss on available-for-sale securities | (356) | 0 | (356) | 0 |
Comprehensive loss | $ (19,381) | $ (9,762) | $ (49,228) | $ (27,573) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Revision of Prior Period, Adjustment [Member] | Newly Stated [Member] | Common Stock | Common Stock Revision of Prior Period, Adjustment [Member] | Common Stock Newly Stated [Member] | Additional Paid-In Capital | Additional Paid-In Capital Revision of Prior Period, Adjustment [Member] | Additional Paid-In Capital Newly Stated [Member] | Accumulated Other Comprehensive Gain (Loss) | Accumulated Other Comprehensive Gain (Loss) Newly Stated [Member] | Accumulated Deficit | Accumulated Deficit Newly Stated [Member] | Preferred Stock [Member] Redeemable Convertible Preferred Stock [Member] | Preferred Stock [Member] Redeemable Convertible Preferred Stock [Member] Revision of Prior Period, Adjustment [Member] | Preferred Stock [Member] Redeemable Convertible Preferred Stock [Member] Newly Stated [Member] | |||||||
Beginning balance at Dec. 31, 2020 | $ (32,256) | $ (32,256) | $ 2 | $ 2 | $ 133,144 | $ (2) | $ 133,142 | $ 5 | $ 5 | $ (165,405) | $ (165,405) | $ 81,523 | $ 81,523 | ||||||||||
Beginning balance, shares at Dec. 31, 2020 | 20,975,317 | (4,467,972) | 16,507,345 | 98,726,505 | (21,029,826) | 77,696,679 | |||||||||||||||||
Issuance of common stock upon exercise of stock options | 26 | 26 | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 118,566 | ||||||||||||||||||||||
Stock-Based Compensation | 597 | 597 | |||||||||||||||||||||
Foreign currency translation gain (loss) | 52 | 52 | |||||||||||||||||||||
Net loss, as restated | (7,787) | (7,787) | |||||||||||||||||||||
Ending balance at Mar. 31, 2021 | (39,368) | $ 2 | 133,765 | 57 | (173,192) | $ 81,523 | |||||||||||||||||
Ending balance, shares at Mar. 31, 2021 | 16,625,911 | 77,696,679 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (32,256) | (32,256) | $ 2 | $ 2 | 133,144 | (2) | 133,142 | 5 | 5 | (165,405) | (165,405) | $ 81,523 | $ 81,523 | ||||||||||
Beginning balance, shares at Dec. 31, 2020 | 20,975,317 | (4,467,972) | 16,507,345 | 98,726,505 | (21,029,826) | 77,696,679 | |||||||||||||||||
Foreign currency translation gain (loss) | 44 | ||||||||||||||||||||||
Net loss, as restated | (27,617) | ||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | (57,937) | $ 2 | 135,034 | 49 | (193,022) | $ 81,523 | |||||||||||||||||
Ending balance, shares at Sep. 30, 2021 | 17,584,431 | 77,696,679 | |||||||||||||||||||||
Beginning balance at Mar. 31, 2021 | (39,368) | $ 2 | 133,765 | 57 | (173,192) | $ 81,523 | |||||||||||||||||
Beginning balance, shares at Mar. 31, 2021 | 16,625,911 | 77,696,679 | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 90 | 90 | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 338,979 | ||||||||||||||||||||||
Issuance of common stock upon exercise of common stock warrants (Share) | 111,229 | ||||||||||||||||||||||
Issuance of common stock upon exercise of common stock warrants | 1 | 1 | |||||||||||||||||||||
Stock-Based Compensation | 521 | 521 | |||||||||||||||||||||
Foreign currency translation gain (loss) | (2) | (2) | |||||||||||||||||||||
Net loss, as restated | (10,074) | (10,074) | |||||||||||||||||||||
Ending balance at Jun. 30, 2021 | (48,832) | $ 2 | 134,377 | 55 | (183,266) | $ 81,523 | |||||||||||||||||
Ending balance, shares at Jun. 30, 2021 | 17,076,119 | 77,696,679 | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 139 | 139 | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 491,628 | ||||||||||||||||||||||
Issuance of common stock upon exercise of common stock warrants (Share) | 16,684 | ||||||||||||||||||||||
Stock-Based Compensation | 518 | 518 | |||||||||||||||||||||
Foreign currency translation gain (loss) | (6) | (6) | |||||||||||||||||||||
Net loss, as restated | (9,756) | (9,756) | |||||||||||||||||||||
Ending balance at Sep. 30, 2021 | (57,937) | $ 2 | 135,034 | 49 | (193,022) | $ 81,523 | |||||||||||||||||
Ending balance, shares at Sep. 30, 2021 | 17,584,431 | 77,696,679 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | (71,528) | (71,528) | $ 2 | $ 2 | 135,551 | (2) | 135,549 | 52 | 52 | (207,131) | (207,131) | $ 81,523 | $ 81,523 | ||||||||||
Beginning balance, shares at Dec. 31, 2021 | 23,153,127 | (4,932,058) | 18,221,069 | 98,726,505 | (21,029,826) | 77,696,679 | |||||||||||||||||
Issuance of common stock upon conversion of legacy Series C and Series C-1 preferred stock in connection with the Business Combination | 81,523 | $ 6 | 81,517 | $ (81,523) | |||||||||||||||||||
Issuance of common stock upon conversion of legacy Series C and Series C-1 preferred stock in connection with the Business Combination, shares | 57,380,563 | (77,696,679) | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 574 | 574 | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 1,123,539 | ||||||||||||||||||||||
Issuance of common stock upon exercise of legacy Rigetti common stock warrants | 28 | 28 | |||||||||||||||||||||
Issuance of common stock upon exercise of legacy Rigetti common stock warrants, shares | 2,234,408 | ||||||||||||||||||||||
Issuance of common stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities, as restated | [1] | 159,538 | $ 3 | 159,535 | |||||||||||||||||||
Issuance of common stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities, as restated, shares | [1] | 34,850,706 | |||||||||||||||||||||
Stock-Based Compensation | 11,481 | 11,481 | |||||||||||||||||||||
Foreign currency translation gain (loss) | 9 | 9 | |||||||||||||||||||||
Net loss, as restated | (17,642) | [1] | $ (7,172) | (17,642) | [1] | ||||||||||||||||||
Ending balance at Mar. 31, 2022 | 163,983 | [1] | (1,447) | $ 11 | [1] | 388,684 | [1] | 61 | [1] | (224,773) | [1] | ||||||||||||
Ending balance, shares at Mar. 31, 2022 | [1] | 113,810,285 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | (71,528) | (71,528) | $ 2 | $ 2 | 135,551 | (2) | 135,549 | 52 | 52 | (207,131) | (207,131) | $ 81,523 | $ 81,523 | ||||||||||
Beginning balance, shares at Dec. 31, 2021 | 23,153,127 | (4,932,058) | 18,221,069 | 98,726,505 | (21,029,826) | 77,696,679 | |||||||||||||||||
Net loss, as restated | (9,450) | ||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | 170,100 | [1] | (3,725) | $ 11 | [1] | 407,015 | [1] | 99 | [1] | (237,025) | [1] | $ 0 | [1] | ||||||||||
Ending balance, shares at Jun. 30, 2022 | [1] | 117,102,735 | 0 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ (71,528) | $ (71,528) | $ 2 | $ 2 | 135,551 | $ (2) | $ 135,549 | 52 | $ 52 | (207,131) | $ (207,131) | $ 81,523 | $ 81,523 | ||||||||||
Beginning balance, shares at Dec. 31, 2021 | 23,153,127 | (4,932,058) | 18,221,069 | 98,726,505 | (21,029,826) | 77,696,679 | |||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 2,479,297 | ||||||||||||||||||||||
Foreign currency translation gain (loss) | $ (223) | ||||||||||||||||||||||
Net loss, as restated | (48,649) | ||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 165,905 | $ 12 | 422,200 | (527) | (255,780) | $ 0 | |||||||||||||||||
Ending balance, shares at Sep. 30, 2022 | 113,810,285 | 122,739,804 | 0 | ||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | $ 163,983 | [1] | (1,447) | $ 11 | [1] | 388,684 | [1] | 61 | [1] | (224,773) | [1] | ||||||||||||
Beginning balance, shares at Mar. 31, 2022 | [1] | 113,810,285 | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 62 | 62 | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 229,606 | ||||||||||||||||||||||
Issuance of common stock upon release of RSUs (Share) | 1,360,634 | ||||||||||||||||||||||
Issuance of common stock upon exercise of common stock warrants (Share) | 1,702,210 | ||||||||||||||||||||||
Issuance of common stock upon exercise of common stock warrants | 5,011 | 5,011 | |||||||||||||||||||||
Reclassification of loan and security agreement warrants to equity | 6,370 | 6,370 | |||||||||||||||||||||
Stock-Based Compensation | 11,041 | 11,041 | |||||||||||||||||||||
Settlement of the first tranche of forward contract | (3,305) | (3,305) | |||||||||||||||||||||
Capitalization of deferred costs to equity upon share issuance | (848) | (848) | |||||||||||||||||||||
Foreign currency translation gain (loss) | 38 | 38 | |||||||||||||||||||||
Net loss, as restated | (12,252) | [1] | (2,279) | (12,252) | [1] | ||||||||||||||||||
Ending balance at Jun. 30, 2022 | 170,100 | [1] | $ (3,725) | $ 11 | [1] | 407,015 | [1] | 99 | [1] | (237,025) | [1] | $ 0 | [1] | ||||||||||
Ending balance, shares at Jun. 30, 2022 | [1] | 117,102,735 | 0 | ||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 306 | $ 1 | 305 | ||||||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 1,126,152 | ||||||||||||||||||||||
Issuance of common stock upon release of RSUs (Share) | 3,480,142 | ||||||||||||||||||||||
Issuance of common stock pursuant to the Common Stock Purchase Agreement (Share) | 171,008 | ||||||||||||||||||||||
Issuance of common stock upon exercise of common stock warrants (Share) | 859,767 | ||||||||||||||||||||||
Issuance of common stock upon exercise of common stock warrants | 9 | 9 | |||||||||||||||||||||
Stock-Based Compensation | 15,121 | 15,121 | |||||||||||||||||||||
Capitalization of deferred costs to equity upon share issuance | (250) | (250) | |||||||||||||||||||||
Foreign currency translation gain (loss) | (270) | ||||||||||||||||||||||
Other comprehensive loss | (626) | (626) | |||||||||||||||||||||
Net loss, as restated | (18,755) | (18,755) | |||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 165,905 | $ 12 | $ 422,200 | $ (527) | $ (255,780) | $ 0 | |||||||||||||||||
Ending balance, shares at Sep. 30, 2022 | 113,810,285 | 122,739,804 | 0 | ||||||||||||||||||||
[1]For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Cash Flows from Operating Activities: | |||
Net loss | $ (48,649) | $ (27,617) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 4,801 | 3,628 | |
Stock-based compensation | 37,643 | 1,636 | |
Change in fair value of earn-out liability | (17,418) | 0 | |
Change in fair value of derivative warrant liabilities | (19,853) | 0 | |
Change in fair value of forward contract | (5,465) | 0 | |
Amortization of debt issuance costs | 1,072 | 0 | |
Accretion of available-for-sale securities | (356) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (753) | 16 | |
Prepaid expenses and other current assets | (2,282) | (566) | |
Other assets | 35 | (36) | |
Deferred revenue | (174) | (604) | |
Accounts payable | (694) | 343 | |
Accrued expenses and other current liabilities | 3,469 | 848 | |
Other liabilities | 142 | (186) | |
Net cash used in operating activities | (48,482) | (22,538) | |
Cash Flows from Investing Activities: | |||
Purchases of property and equipment | (19,294) | (5,789) | |
Purchases of available-for-sale securities | (87,186) | 0 | |
Net cash used in investing activities | (106,480) | (5,789) | |
Cash flows from financing activities | |||
Proceeds from Business Combination, net of transaction costs paid | 225,604 | 0 | |
Transaction costs paid directly by Rigetti | (18,420) | 0 | |
Proceeds from issuance of notes payable | 5,000 | 20,000 | |
Payments on debt issuance costs | (85) | 0 | |
Payment on loan and security agreement exit fees | (1,000) | 0 | |
Proceeds from issuance of common stock upon exercise of stock options and warrants | 5,990 | 256 | |
Net cash provided by financing activities | 217,089 | 20,256 | |
Effect of changes in exchange rate on cash and restricted cash | (219) | 35 | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 61,908 | (8,036) | |
Cash, cash equivalents, and restricted cash at beginning of period | 12,046 | 24,394 | |
Cash, cash equivalents, and restricted cash at end of period | 73,954 | 16,358 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 2,739 | 1,077 | |
Supplemental disclosure of non- cash financing and investing activities: | |||
Fair value of earn-out liability | [1] | 20,413 | 0 |
Fair value of private placement and public warrants liability | [1] | 22,932 | 0 |
Reclassification of loan and security agreement warrants to equity | 6,370 | 0 | |
Settlement of the first tranche of forward contract | 3,305 | 0 | |
Capitalization of deferred costs to equity upon share issuance | 1,098 | 0 | |
Purchases of property and equipment recorded in accounts payable | 449 | 240 | |
Unrealized gain (loss) short term investments | $ (356) | $ 0 | |
[1]For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Description of Business | 1. DESCRIPTION OF BUSINESS Rigetti Computing, Inc. and its subsidiaries (collectively, the “Company” or “Rigetti”), builds quantum computers and the superconducting quantum processors that power them. Through the Company’s Quantum Computing as a Service (“QCaaS”) platform, the Company’s machines can be integrated into any public, private or hybrid cloud. The Company offers product types of Platform, Research and Software Tools usage in application areas of benchmarking, chemical simulation, education/entertainment, machine learning, and optimization. The Company is located and headquartered in Berkeley, California. The Company also operates in Fremont, California; London, United Kingdom; Adelaide, Australia; British Columbia, Canada and Munich, Germany. The Company’s revenue is derived primarily from operations in the United States and the United Kingdom. Basis of Presentation On March 2, 2022 (the “Closing Date”), a merger transaction between Rigetti Holdings, Inc. (“Legacy Rigetti”) and Supernova Partners Acquisition Company II, Ltd. (“SNII”) was completed (the “Business Combination”, see Note 3). In connection with the closing of the Business Combination, the Company changed its name to Rigetti Computing, Inc. and all of SNII Class A ordinary shares and SNII Class B ordinary shares automatically converted into shares of Common Stock, par value $0.0001, of the Company (the “Common Stock”) on a one-for-one The Company determined that Legacy Rigetti was the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (ASC) 805, Business Combination. The determination was primarily based on the following facts: • 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; • Legacy Rigetti management continues to hold executive management roles for the post-combination company and be responsible for the day-to-day Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Rigetti issuing stock for the net assets of SNII, accompanied by a recapitalization. The primary asset acquired from SNII was related to the cash amounts that was assumed at historical costs. Separately, the Company also assumed warrants that were deemed to be derivatives and meet liability classification subject to fair value adjustment measurements upon closing of the Business Combination (the “Closing”). No goodwill or other intangible assets were recorded as a result of the Business Combination. While SNII was the legal acquirer in the Business Combination, because Legacy Rigetti was deemed the accounting acquirer, the historical financial statements of Legacy Rigetti became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Rigetti prior to the Business Combination; (ii) the combined results of SNII and Legacy Rigetti following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Rigetti at their historical cost; and (iv) the Company’s equity structure for all periods presented. The equity structure has been retroactively restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s Common Stock, $0.0001 par value per share, issued to Legacy Rigetti shareholders and Legacy Rigetti convertible preferred shareholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Rigetti redeemable convertible preferred stock and Legacy Rigetti Common Stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. All intercompany transactions and balances have been eliminated in consolidation. All dollar amounts, except share and per share amounts, in the notes are presented in thousands, unless otherwise specified. The condensed consolidated balance sheet as of December 31, 2021, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included as Exhibit 99.1 to the Company’s Current Report on Form 8-K, Risks and Uncertainties COVID-19 COVID-19. COVID-19 COVID-19 COVID-19 Change in Fiscal Year Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors On November 14, 2022, the audit committee of the Company’s board of directors (the “Audit Committee”), based on the recommendation of, and after consultation with, the Company’s management, concluded that the Company’s previously issued unaudited interim condensed consolidated financial statements for the quarters ended March 31, 2022 and June 30, 2022 (the “Affected Financials”), each as previously filed with the SEC, should no longer be relied upon and should be restated due to the matters described below. The Company intends to restate such prior period financial statements by filing amendments to the respective Form 10-Qs Earn-out Valuation At the closing of the Company’s business combination with Supernova Partners Acquisition Company II Ltd. on March 2, 2022 (the “Closing”), (i) 2,479,000 shares of the Company’s “Common Stock, held by Supernova Partners II LLC (the “SPAC Sponsor”) (such shares, the “Promote Sponsor Vesting Shares”) became subject to vesting and are considered unvested and will only vest if, during the five year twenty trading days thirty consecutive trading days twenty trading days thirty consecutive trading days The Sponsor Vesting Shares are accounted for as liability classified instruments because the earn-out earn-out earn-out earn-out The Company assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99, and concluded that the error is material to the Affected Financials based upon quantitative aspects of the error. The revised weighting used for the volatility assumption in the estimation of the fair value of the Sponsor Vesting Shares had the following impact: • a decrease in the Earn-out Liabilities recorded on the unaudited condensed consolidated balance sheets as of March 31, 2022 and June 30,2022 included in the Affected Financials; • a decrease in the gain from Change in the Fair Value of Earn-out • an increase in Net Loss and Net Loss per Share recorded in the unaudited condensed consolidated statements of operations for the periods ended March 31, 2022 and June 30, 2022 included in the Affected Financials; and • a decrease in the Change in the Fair value of Earn-out non-cash Private Warrant Valuation Prior to the Business Combination, SNII issued 4,450,000 private placement warrants (“Private Warrants”). Each whole warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $11.50 per share, subject to adjustments and will expire five years after the Business Combination or earlier upon redemption or liquidation. The Company reassessed the calculations of fair value for its Private Warrants that are treated as derivative warrant liabilities for the periods ended March 31, 2022 and June 30, 2022. As part of the Company’s accounting for the derivative warrant liability related to the Private Warrants in connection with the preparation of the financial statements for the three months ended September 30, 2022, the Company evaluated the valuation assumptions used in estimating the fair value of the Private Warrants. During this evaluation, it was determined that the calculated volatility used in the valuation of the derivative warrant liability related to the Private Warrants was based on the assumption that such warrants were not subject to redemption at $10 per share but were subject to redemption at $18 per share. The Private Warrants, however, are not redeemable at either of these prices as long as the warrants are held by either the Sponsor or its permitted transferees. During the first two quarters of the 2022 fiscal year, the Private Warrants were held by the Sponsor; therefore, the Private Warrants were not redeemable at either price during such periods. The Company revised this assumption in the calculation of the volatility of the Private Warrants, which impacted the valuation of the liability related to the Private Warrants included in the Affected Financials. The Company assessed the materiality of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin No. 99, and concluded that the error is material to the Affected Financials based upon quantitative aspects of the error. The revised assumption used for the calculation of the volatility in the estimation of the fair value of the Private Warrants had the following impact: • an increase in the Derivative Warrant Liabilities recorded on the unaudited condensed consolidated balance sheets as of March 31, 2022 and as of June 30,2022 included in the Affected Financials; • a decrease in the gain from the Change in the Fair Value of Derivative Warrant Liabilities recorded in the unaudited condensed consolidated statement of operations for the period ended March 31, 2022 , an increase in the gain from the Change in the Fair Value of Derivative Warrant Liabilities for the three months ended June 30, 2022 and a decrease in the gain from the Change in the Fair Value of Derivative Warrant Liabilities for the six months ended June 30, 2022 included in the Affected Financials; • an increase in Net Loss and Net Loss per Share recorded in the unaudited condensed consolidated statements of operations for the period ended March 31, 2022 , a decrease in Net Loss and Net Loss per Share for the three months ended June 30, 2022 and an increase in Net Loss and Net Loss per Share for the six months ended June 30,2022 included in the Affected Financials; and • a decrease in the Change in Fair value of Derivatives Liability recorded in the unaudited condensed consolidated statements of cash flows as supplemental disclosure of non-cash Additional Operating Expenses In addition, the Company has completed analysis with respect to the treatment of additional operating expenses relating to electrical utility fees for a portion of the electrical usage at its Berkeley location since 2019 that were not paid and recognized in prior periods. The Company has cumulatively recorded an accrual of $1.5 million for the three months ended March 31, 2022, which includes an out-of-period adjustment of $1.3 million in relation to expense incurred in 2019 through 2021, and an additional $0.1 million to accrue for the three months ended June 30, 2022, and recorded operating expenses of $0.1 million in its financial statements for the quarter ended September 30, 2022. The expenses have been recorded as research and development expenses in the financial statements for these respective periods. The impact of the additional operating expenses recorded increased accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheet and research and development expenses, operating expenses, operating loss and net loss recorded in the unaudited condensed consolidated statements of operations in the Affected Financials (the additional operating expense adjustments are marked with a “(b)” in the table below). Trinity Warrant Valuation As part of the restatement of the financial statements for the quarters ended March 31, 2022 and June 30, 2022, the Company also recorded the correction of an immaterial error related to the valuation of the liability associated with the warrants issued to Trinity Capital Inc. in the restated financial statements for the quarter ended March 31, 2022, and reversed the out-of-period adjustment it had previously recorded for such immaterial error in the financial statements for the quarter ended June 30, 2022 in the restated financial statements for such period. The Company reduced Derivative Warrant Liabilities by $1.3 million in the condensed consolidated balance sheet as of March 31, 2022 and increased the Change in Fair Value of Derivative Warrant Liabilities by $1.3 million in the restated unaudited condensed consolidated statement of operations for the period ended March 31, 2022 for the revaluation of the liability associated with the warrants issued to Trinity Capital. The increase to the Change in Fair Value of Derivative Warrant Liabilities increased total other income (expense) and decreased net loss recorded in the unaudited condensed consolidated statement of operations for the period ended March 31, 2022. The reversal of the out of period adjustment from the financial statements for the quarter ended June 30, 2022 decreased total other income (expense) and increased net loss recorded in the restated unaudited condensed consolidated statement of operations for the period ended June 30, 2022 (the Trinity Warrant adjustments are marked with a “(c)” in the table below). The Company recorded the following year-to-date Restated Condensed Consolidated Balance Sheet (unaudited) As of March 31, 2022 As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - As Restated Accrued expenses and other current liabilities $ 5,230 $ — $ 1,478 $ — $ — $ 1,478 $ 6,708 Total current liabilities 11,567 — 1,478 — — 1,478 13,045 Derivative warrant liabilities 24,001 — — (1,331 ) 3,827 2,496 26,497 Earn-out 16,949 (2,527 ) — — (2,527 ) 14,422 Total liabilities 80,473 (2,527 ) 1,478 (1,331 ) 3,827 1,447 81,920 Additional paid-in 382,959 6,170 — — (445 ) 5,725 388,684 Accumulated deficit (217,601 ) (3,643 ) (1,478 ) 1,331 (3,382 ) (7,172 ) (224,773 ) Total stockholders’ equity (deficit) 165,430 2,527 (1,478 ) 1,331 (3,827 ) (1,447 ) 163,983 Restated Condensed Consolidated Statement of Operations (unaudited) For the Three Months Ended As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted To be adjusted - As Restated Research and development $ 12,449 $ — $ 1,478 $ — $ — $ 1,478 $ 13,927 Total operating expenses 25,484 — 1,478 — — 1,478 26,962 Loss from operations (23,794 ) — (1,478 ) — — (1,478 ) (25,272 ) Change in fair value of derivate warrant liabilities 5,822 — — 1,331 (3,382 ) (2,051 ) 3,771 Change in fair value of earn-out 9,634 (3,643 ) — — — (3,643 ) 5,991 Total other income (expense), net 13,324 (3,643 ) — 1,331 (3,382 ) (5,694 ) 7,630 Net loss $ (10,470 ) $ (3,643 ) $ (1,478 ) $ 1,331 $ (3,382 ) $ (7,172 ) $ (17,642 ) Net loss per share attributed to common stockholders - basic and diluted $ (0.20 ) $ (0.13 ) $ (0.33 ) Restated Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholder’s (Deficit) Equity as of March 31, 2022 (unaudited) As of March 31, 2022 As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - As Restated Additional Paid-In $ 382,959 $ 6,170 $ — $ — $ (445 ) $ 5,725 $ 388,684 Accumulated deficit (217,601 ) (3,643 ) (1,478 ) 1,331 (3,382 ) (7,172 ) (224,773 ) Total Stockholders’(Deficit)Equity 165,430 2,527 (1,478 ) 1,331 (3,827 ) (1,447 ) 163,983 Restated Condensed Consolidated Statement of Cash Flows (unaudited) For the Three Months Ended As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - As Restated Net loss $ (10,470 ) $ (3,643 ) $ (1,478 ) $ 1,331 $ (3,382 ) $ (7,172 ) $ (17,642 ) Accrued expenses and other current liabilities 2,606 — 1,478 — — 1,478 4,084 Change in fair value of derivate warrant liabilities (5,822 ) — — (1,331 ) 3,382 2,051 (3,771 ) Change in fair value of earn-out liability (9,634 ) 3,643 — — — 3,643 (5,991 ) Net cash in operating activities (15,721 ) — — — — — (15,721 ) There was no impact to net cash used in operating activities for the three months ended March 31, 2022. The cumulative impact of the error corrections on the Company’s accumulated deficit and net loss was $7.2 million, and the impact on stockholders’ equity (deficit) was $1.4 million as of and for the period ended March 31, 2022. The Company recorded the following adjustments to correct the prior period errors in the financial statements as of and for the period ended June 30, 2022 such that the consolidated balance sheet and the year-to-date Restated Condensed Consolidated Balance Sheet (unaudited) As of June 30, 2022 As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - As Restated Accrued expenses and other current liabilities $ 4,428 $ — $ 1,590 $ — $ — $ 1,590 $ 6,018 Total current liabilities 11,279 — 1,590 — — 1,590 12,869 Derivative warrant liabilities 8,944 — — — 3,204 3,204 12,148 Earn-out 8,925 (1,070 ) — — (1,070 ) 7,855 Total liabilities 54,765 (1,070 ) 1,590 — 3,204 3,724 58,489 Additional paid-in 401,290 6,170 — — (445 ) 5,725 407,015 Accumulated deficit (227,575 ) (5,101 ) (1,590 ) — (2,759 ) (9,450 ) (237,025 ) Total stockholders’ equity (deficit) 173,825 1,069 (1,590 ) — (3,204 ) (3,725 ) 170,100 Restated Condensed Consolidated Statements of Operations (unaudited) For the Three Months Ended As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - As Restated Research and development $ 12,634 $ — $ 113 $ — $ — $ 113 $ 12,747 Total operating expenses 26,906 — 113 — — 113 27,019 Loss from operations (25,645 ) — (113 ) — — (113 ) (25,758 ) Change in fair value of derivate warrant liabilities 8,687 — — (1,331 ) 623 (708 ) 7,979 Change in fair value of earn-out 8,024 (1,458 ) — — — (1,458 ) 6,566 Total other income (expense), net 15,671 (1,458 ) — (1,331 ) 623 (2,166 ) 13,505 Net loss $ (9,974 ) $ (1,458 ) $ (113 ) $ (1,331 ) $ 623 $ (2,279 ) $ (12,253 ) Net loss per share attributed to common stockholders - basic and diluted $ (0.09 ) $ (0.02 ) $ (0.11 ) For the Six Months Ended As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - Total As Restated Research and development $ 25,083 $ — $ 1,590 $ — $ — $ 1,590 $ 26,673 Total operating expenses 52,391 — 1,590 — — 1,590 53,981 Loss from operations (49,440 ) — (1,590 ) — — (1,590 ) (51,030 ) Change in fair value of derivate warrant liabilities 14,509 — — — (2,759 ) (2,759 ) 11,750 Change in fair value of earn-out 17,658 (5,101 ) — — (5,101 ) 12,557 Total other income (expense), net 28,996 (5,101 ) — — (2,759 ) (7,860 ) 21,136 Net loss $ (20,444 ) $ (5,101 ) $ (1,590 ) $ — $ (2,759 ) $ (9,450 ) $ (29,894 ) Net loss per share attributed to common stockholders - basic and diluted $ (0.24 ) $ (0.12 ) $ (0.36 ) Restated Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholder’s (Deficit) Equity as of June 30, 2022 (unaudited) As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - Total As Restated Additional Paid-In $ 401,290 $ 6,170 $ — $ — $ (445 ) $ 5,725 $ 407,015 Accumulated deficit (227,575 ) (5,101 ) (1,590 ) — (2,759 ) (9,450 ) (237,025 ) Total Stockholders’ (Deficit) Equity 173,825 1,069 (1,590 ) — (3,204 ) (3,725 ) 170,100 Restated Condensed Consolidated Statement of Cash Flows (unaudited) For the Six Months Ended As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - As Restated Net loss $ (20,444 ) $ (5,101 ) $ (1,590 ) $ — $ (2,759 ) $ (9,450 ) $ (29,894 ) Accrued expenses and other current liabilities 967 — 1,590 — — 1,590 2,557 Change in fair value of derivative warrant liabilities (14,509 ) — — — 2,759 2,759 (11,750 ) Change in fair value of earn-out liability (17,658 ) 5,101 — — — 5,101 (12,557 ) Net cash used in operating activities (35,085 ) — — — — — (35,085 ) The cumulative impact of the error correction on the Company’s accumulated deficit was $9.5 million; the impact on stockholders’ equity (deficit) was $3.7 million; and the impact on net loss was $2.3 million as of and for the three months ended June 30, 2022. The cumulative impact of the error correction on the Company’s net loss for the six months ended June 30, 2022 was $9.5 million. There was no impact to net cash used in operating activities for the six months ended June 30, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Emerging Growth Company the The Company anticipates that it will remain an EGC under the JOBS non-affiliates non-convertible Use of Estimates Reclassifications reclassified Deferred Offering Costs accounting paid-in The Company incurred $ million and million of offering costs for the three and nine months ended September 30, 2022, respectively, which related to filing new registration statements with the SEC after the close of the Business Combination. These costs are incremental to those disclosed in Note 3. The Company did no 2021. A portion of the offering costs amounting to $0.7 million relates to the Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC. As of September 30, 2022, while the registration statement related to the Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC was filed with the SEC, there were no shares issued other than the commitment shares referred to in Note 9. As such $ 0.7 million of the offering costs were classified as deferred offering costs. Deferred Financing Costs Segments Foreign Currency functional Comprehensive Loss non-owner available-for-sale Cash, Cash Equivalents and Restricted Cash The Company’s restricted cash balance classifies all cash whose use is limited by contractual provisions. As of September 30, 2022, restricted cash consists of cash secured as collateral for letters of credit in favor of the Company’s landlord. The Company may not access these funds until it vacates this office space (leases expire in 2029). As of December 31, 2021, restricted cash consists of cash secured as collateral for letters of credit in favor of the Company’s landlord and its corporate credit card program. The following table provides a reconciliation of cash and cash equivalents and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows for the nine months ended September 30, 2022: (In thousands) September 30, December 31, 2022 2021 Cash and cash equivalents $ 73,837 $ 11,729 Restricted cash 117 317 Total cash and cash equivalents and restricted cash $ 73,954 $ 12,046 Investments available-for-sale investments Accounts Receivable write-offs, Impairment of Long-Lived Assets and Goodwill equipment Goodwill is not amortized, but is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company believes that no triggering event has taken place through September 30, 2022. However, with the macroeconomic uncertainty and the decline in the Company’s stock price, there could be a non-cash non-cash Public and Private Warrants The Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Private Warrants contain provisions that cause the settlement amounts to be dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed option-pricing 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 an option pricing model. On the consummation of the Business Combination, the Company recorded a liability related to the Private Warrants of million (as restated and discussed in Note 1), with an offsetting entry to additional paid-in capital. On September 30, 2022, the fair value of the Private Warrants decreased to with the gain on the change in fair value recorded in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022. See Note 10 and 12, for further information on fair value. Similarly, on consummation of the Business Combination, the Company recorded a liability related to the Public Warrants of $16.3 million, with an offsetting entry to additional paid-in Derivative Warrant Liabilities Other than the Public and Private Warrants noted above, the Company also issued other warrants which are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts 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 are subsequently remeasured at each reporting period with changes recorded as a component of other (expense) income in the Company’s consolidated statements of operations. Derivative warrant liabilities are classified as non-current Earn-Out period following the Closing (the “Earn-Out Triggering Events”). Any such shares held by the Sponsor that remain unvested after the fifth anniversary of the Closing will be forfeited. These Sponsor Vesting Shares are accounted for as liability classified instruments because the Earn-Out 20.4 As of September 30, 2022, the Earn-Out Triggering Events were not achieved for any of the tranches, and as such, the Company adjusted the carrying amount of the liability to its estimated fair value of $ million after applying the revised valuation inputs described in Note 1. The change in the fair value of $ million and $ million is included in gain on fair value change, net in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 applying the revised valuation inputs described in Note 1 . Significant inputs into the respective models at March 2, 2022 (the initial recognition) and September 30, 2022 are as follows: Valuation Assumptions Initial Recognition on March 2, 2022 September 30, 2022 Stock Price $ 9.43 $ 1.88 Simulated trading days 1,198.00 1,114.00 Volatility (annual)(1) 30.50 % 80.30 % Risk-free rate 1.74 % 4.07 % Estimated time to expiration (years) 5 4.42 (1) As revised and discussed in Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors Revenue Recognition Development contracts are generally multi-year, non-recurring 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 our 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. Net income (loss) per share C-1 if-converted Stock-Based Compensation 4-year change-in-control Compensation expenses are based on the grant-date fair value of the awards and recognized over the requisite service period using a straight-line method for stock options and RSUs granted under the 2022 Plan. Compensation expense for RSUs granted under the 2013 Plan are recognized using a graded vesting method. Compensation expense for RSAs are recognized fully on grant date. The Company has elected to account for forfeitures of employee stock awards as they occur. Concentrations of Credit Risk Significant customers that represent 10% or more of revenue are set forth in the following tables: For the Nine Months Ended September 30, Customer 2022 2021 Customer A 26 % 20 % Customer B 20 % 18 % Customer C 18 % 19 % Customer D 17 % 25 % Customer E * 16 % For the Three Months Ended September 30, Customer 2022 2021 Customer A 35 % * Customer B 23 % 16 % Customer C 18 % 14 % Customer D 14 % * Customer E * 42 % Customer F * 28 % * Customer accounted for less than 10% of revenue in the respective period Significant customers that represent 10% or more of accounts receivable are set forth in the following tables: September 30, December 31, Customer 2022 2021 Customer A 44 % * Customer B 27 % 34 % Customer C 21 % 35 % Customer D * 29 % * Customer accounted for less than 10 For the three and nine months ended September 30, 2022, sales to government entities comprised 77.26% and 74.08% of the Company’s total revenue, respectively. For the three and nine months ended September 30, 2021, sales to government entities comprised 84.41% and 79.55% of the Company’s total revenue, respectively. Recently Issued Accounting Pronouncements 2022-03, ASC In February 2016, the FASB issued ASU 2016-02, 2016-02 2018-01, ASU2018-10, 2018-20 2019-01, 2016-02). 2016-02 right-of-use 2016-02 2016-02 2016-02, |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. BUSINESS COMBINATION As discussed in Note 1, on March 2, 2022, the Business Combination was completed. Pursuant to the Company’s certificate of incorporation, as amended non-voting. On March 1, 2022, prior to the Closing, as contemplated by the Merger Agreement and following approval by SNII’s shareholders at an extraordinary general meeting of shareholders held on February 28, 2022 (the “Extraordinary General Meeting”), SNII filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation (the “Certificate of Incorporation”) and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SNII was domesticated and continues as a Delaware corporation, changing its name to “Rigetti Computing, Inc.” As a result of and upon the effective time of the Domestication (which occurred on March 1, 2022), among other things: (1) each then issued and outstanding Class A ordinary share, par value $ per share, of SNII (“SNII Class A ordinary share”) converted automatically, on a one-for-one basis, into a share of Common Stock; (2) each then issued and outstanding Class B ordinary share, par value $ one-for-one Public Warrant one-fourth Immediately prior to the effective time of the Business Combination, each share of Legacy Rigetti’s Series C preferred stock and Series C-1 As a result of the Business Combination, among other things (1) 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 0.7870 (the “Exchange Ratio”) for an aggregate of 78,959,579 shares of Common Stock; (2) each warrant to purchase Legacy Rigetti Common Stock converted into a warrant to purchase shares of Common Stock (“Assumed Warrant”), with each Assumed Warrant subject to the same terms and conditions as were applicable to the original Legacy Rigetti warrant and having an exercise price and number of shares of Common Stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement; (3) each option to purchase Legacy Rigetti Common Stock converted into an option to purchase shares of Common Stock (“Assumed Option”), with each Assumed Option subject to the same terms and conditions as were applicable to the original Legacy Rigetti option and with an exercise price and number of shares of Common Stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement, and; (4) each Legacy Rigetti restricted stock unit award converted into a restricted stock unit award to receive shares of Common Stock (“Assumed RSU Award”), with each Assumed RSU Award subject to the same terms and conditions as were applicable to the Legacy Rigetti restricted stock unit award, and with the number of shares of Common Stock to which the Assumed RSU Award converted based on the Exchange Ratio and other terms contained in the Merger Agreement. In connection with the execution of the Merger Agreement, SNII entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor, Legacy Rigetti and SNII’s directors and officers. Pursuant to the Sponsor Support Agreement, the Sponsor and SNII’s directors and officers (“Sponsor Holders”), among other things, agreed to vote all of their shares of SNII capital stock in favor of the approval of the Business Combination. In addition, pursuant to the Sponsor Support Agreement, (i) 2,479,000 shares of Common Stock held by the Sponsor Holders became unvested and subject to forfeiture as of the Closing and will only vest if, during the five year period following the Closing, the volume weighted average price of Common Stock equals or exceeds $12.50 for any twenty trading days thirty consecutive trading days for any twenty trading days within a period of thirty consecutive trading days . Any such shares held by the Sponsor Holders that remain unvested after the fifth anniversary of the Closing will be forfeited. (Refer to Note 2 for related significant accounting policy for Sponsor Earn-Out Liability) Concurrently with the execution of the Merger Agreement, SNII entered into Subscription Agreements (the “Initial Subscription Agreements”) with certain investors (together, the “Initial PIPE Investors”), pursuant to which the Initial PIPE Investors agreed to subscribe for and purchase, and SNII agreed to issue and sell to the Initial PIPE Investors, an aggregate of 10,251,000 shares of Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $102.5 Million (the “Initial PIPE Financing”). On December 23, 2021, SNII entered into Subscription Agreements (the “Subsequent Subscription Agreements”, and together with the Initial Subscription Agreements, the “Subscription Agreements”) with two “accredited investors” (as such term is defined in Rule 501 of Regulation D) (the “Subsequent PIPE Investors”, and together with the Initial PIPE Investors, the “PIPE Investors”) pursuant to which the Subsequent PIPE Investors agreed to subscribe for and purchase, and SNII agreed to issue and sell to the Subsequent PIPE Investors, an aggregate of 4,390,244 shares of Common Stock at a price of $10.25 per share, for aggregate gross proceeds of $45.0 Million (the “Subsequent PIPE Financing”, and together with the Initial PIPE Financing, the “PIPE Financing”). Pursuant to the Subscription Agreements, Rigetti agreed to provide the PIPE Investors with certain registration rights with respect to the shares purchased as part of the PIPE Financing. The PIPE Financing was consummated immediately prior to the Merger. The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, SNII was treated as the “acquired” company for financial reporting purposes. In accounting for the Business Combination and after redemptions, net proceeds received by the Company totaled $225.6 million. The table below shows the net proceeds from business combination and PIPE financing (in thousands): Amount (in thousands) Cash - SNII trust and cash (net of redemption) $ 115,879 Cash - PIPE 147,510 Cash - SNII operating account 325 Less: SNII transaction cost (38,110 ) Net Proceeds from Business Combination and PIPE $ 225,604 Transaction costs consist of direct legal, accounting and other fees relating to the consummation of the Merger. Legacy Rigetti transaction costs specific and directly attributable to the business combination totaled $20.65 million. These costs were initially capitalized as incurred in deferred offering assets on the consolidated balance sheets. Upon the Closing, transaction costs related to the issuance of shares were recognized in stockholders’ equity (deficit) while costs associated with the Public Warrants, Private Warrants and Sponsor Vesting Shares were expensed in the consolidated statements of operations. Of the total transaction cost of $ paid-in one-time The amount recorded to additional paid-in-capital (as restated and discussed in Note 1), (as restated and discussed in Note 1) earn-out The number of shares of Common Stock issued immediately following the consummation of the Business Combination was as follows: Common Stock - SNII Class A, outstanding prior to Business Combination 34,500,000 Less: redemption of SNII Class A ordinary shares (22,915,538 ) Common Stock - SNII Class A ordinary shares 11,584,462 Common Stock - SNII Class B ordinary shares* 8,625,000 Shares issued in PIPE 14,641,244 Business Combination and PIPE shares 34,850,706 Common Stock - Legacy Rigetti** 18,221,069 Common Stock - exercise of Legacy Rigetti stock options immediately prior to the closing** 1,123,539 Common Stock - exercise of Legacy Rigetti warrants immediately prior to the closing** 2,234,408 Common Stock - upon conversion of Legacy Rigetti Series C preferred stock** 54,478,261 Common Stock - upon conversion of Legacy Rigetti Series C-1 2,902,302 Total shares of Common Stock immediately after Business Combination 113,810,285 * Includes (i) 2,479,000 shares of Common Stock held by the Sponsor (the “Promote Sponsor Vesting Shares”) and (ii) 580,273 shares of Common Stock held by the Sponsor (“Sponsor Redemption-Based Vesting Shares”). ** (i) all one-for-one eight-for-one. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 4. INVESTMENTS As of September 30, 2022, investment securities in the Company’s Trust Account consisted of $33.0 million in money market funds, $57.7 million in United States Treasury securities, $3.6 million in corporate bonds and $25.9 million in commercial paper. The money market funds are classified as cash equivalents in the condensed consolidated balance sheets. The Company classifies its investments in fixed income securities as available-for-sale. Available-for-sale Amortized Cost Gross Fair Value as of (in thousands) Cash Equivalents: Money Market Funds $ 32,985 $ — $ 32,985 Short-term investments: United States Treasury Securities 58,066 (339 ) 57,727 Corporate Bonds 3,572 (17 ) 3,555 Commercial Papers 25,904 — 25,904 $ 120,527 $ (356 ) $ 120,171 The Company reviews the individual securities that have unrealized losses in its short-term investment portfolio on a regular basis. The Company evaluates whether it has the intention to sell any of these investments and whether it is more likely than not that it will be required to sell any of them before recovery of the amortized cost basis. Neither of these criteria were met in any period presented. The Company additionally evaluates whether the decline in fair value of the securities below their amortized cost basis is related to credit losses or other factors. Based on this evaluation, the Company determined that unrealized losses of the above securities were primarily attributable to changes in interest rates and non-credit |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | |
Revenue Recognition | 5. REVENUE RECOGNITION The following tables depict the disaggregation of revenue according to the type of good or service and timing of transfer of goods or services for the three and nine months ended September 30, 2022 and September 30, 2021: Three Months Ended Three Months Ended September 30, September 30, 2022 2021 Type of Goods or Service (In thousands) Collaborative research and other professional services $ 1,990 $ 2,405 Access to quantum computing systems 814 514 $ 2,804 $ 2,919 Timing of Revenue Recognition Revenue recognized at a point in time $ — $ — Revenue recognized over time 2,804 2,919 $ 2,804 $ 2,919 Nine Months Ended Nine Months Ended September 30, September 30, 2022 2021 Type of Goods or Service (In thousands) Collaborative research and other professional services $ 4,982 $ 4,951 Access to quantum computing systems 2,060 1,867 $ 7,042 $ 6,818 Timing of Revenue Recognition Revenue recognized at a point in time $ — $ — Revenue recognized over time 7,042 6,818 $ 7,042 $ 6,818 Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of September 30, 2022 and December 31, 2021 were as follows: September 30, December 31, 2022 2021 (In thousands) Trade receivables $ 1,143 $ 961 Unbilled receivables $ 1,152 $ 582 Deferred revenue ($ 811 ) ($ 985 ) Changes in deferred revenue from contracts with customers were as follows: Nine Months Ended September 30, 2022 (In thousands) Balance at beginning of period $ (985 ) Deferral of revenue (384 ) Recognition of deferred revenue 558 Balance at end of period $ (811 ) Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of September 30, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $9.3 million. The Company expects to recognize estimated revenues related to performance obligations that are unsatisfied (or partially satisfied) in the amounts of approximately $3.3 million during the remainder of the year ended December 31, 2022, and $6.0 million during the years ended December 31, 2023 and December 31, 2024. Deferred Contract Acquisition and Fulfillment Costs—The Company has not identified any costs that are incremental to the acquisition of customer contracts that would be capitalized as deferred costs on the balance sheet in accordance with ASC 340-40. 340-40 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. COMMITMENTS AND CONTINGENCIES Leases —The Company leases office spaces under noncancelable operating lease agreements, which expire through 2029. The Company is required to pay property taxes, insurance, and normal maintenance costs for certain of these facilities and will be required to pay any increases over the base year of these expenses on the remainder of the Company’s facilities. The Company recognizes rent expense on a straight-line basis over the lease term. Rent expense for operating leases for the three months ended September 30, 2022 and 2021 was $0.5 million and $0.3 million, respectively. Rent expense for operating leases for the nine months ended September 30, 2022 and 2021 was $1.3 million and $1.1 million, respectively. The Company has accrued $0.4 million in deferred rent as of September 30, 2022 and December 31, 2021, respectively, primarily relating to one of its office spaces. Deferred rent that will be recognized within the 12 months after the balance sheet date is included within accrued expenses and other current liabilities, the remaining balance is recorded within other liabilities on the Company’s consolidated balance sheets. Future minimum lease payments under non-cancelable As of September 30, 2022 (in thousands) Remainder of 2022 $ 376 2023 1,262 2024 1,299 2025 1,338 2026 1,379 Thereafter 4,006 Total minimum future lease payments $ 9,660 Litigation — The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. |
Financing Arrangements
Financing Arrangements | 9 Months Ended |
Sep. 30, 2022 | |
Financing Arrangements | 7. FINANCING ARRANGEMENTS Loan and Security Agreement In March 2021, the Company entered into an agreement (the “Loan Agreement”) with Trinity Capital Inc. (“Trinity”) to secure a debt commitment of $12.0 million (the “Tranche A”) which was drawn at the closing. The term loan is collateralized by a first-priority, senior secured interest in substantially all of the Company’s assets. In conjunction with the Loan Agreement, the Company issued Trinity a warrant to purchase shares of Common Stock (the “Trinity Warrants”) which is recorded at fair value using the Black-Scholes model, see Note 10 for the fair value assumptions. The Loan Agreement contains customary representations, warranties and covenants; however, the debt agreement does not include any financial covenants. In May 2021, the debt agreement was modified to increase the overall debt commitment by $15.0 million (the “Tranche B” or the “Amendment”) and $8.0 million of the additional commitment was drawn at the closing and the remaining commitment of $7.0 million was available at the Company’s option at any time through March 10, 2022 subject to certain conditions. The Company drew the $7.0 million in November 2021. In conjunction with the Amendment, the Company cancelled the Initial Warrants and issued 995,099 (783,129 shares post conversion upon the closing of the Business Combination) warrant shares to purchase the Common Stock which was an incremental cost allocated between Tranche A and Tranche B, see Note 10 for further information on these warrants. The Amendment to the debt agreement was considered a modification for accounting purposes. The Company capitalized $2.8 million of debt issuance costs which consist of incremental costs incurred for the lenders and third-party legal firms as well as the fair value of the warrant issued in conjunction with the term loan. Under the Amendment, the maturity date was modified to be the date equal to 48 months from the first payment date of each specific cash advance. Subject to an interest only period of 19 months following each specific cash advance date, the term loan incurs interest at a rate of the greater of 11% and the US Prime Rate plus 7.50% per annum, payable monthly. The Term Loan includes certain negative covenants, primarily consisting of restrictions on the Company’s ability to incur indebtedness, pay dividends, execute fundamental change transactions, and other specified actions. In addition, the Company is required to pay a final payment fee equal to 2.75% of the aggregate amount of all term loan advances. The final payment fee is being accreted and amortized into interest expense using the effective interest rate method over the term of the loan. The effective interest was between 19.42 – 25.41% for all tranches of the debt as of September 30, 2022. In January 2022, the debt agreement was modified to increase the overall debt commitment by $5.0 million (the “Tranche C” or the “Third Amendment”) which was drawn on January 27, 2022. Subject to an interest only period of 19 months, Tranche C incurs interest at a rate of the greater of 11% and the US Prime Rate plus 7.50% per annum, payable monthly, until the maturity date, February 1, 2026. Other modifications per the amendment included an extension of the requirement to raise an additional $75 million of equity and a defined exit fee for the additional $5.0 million to be at 20% of the advanced funds under the amendment. The Company paid an exit fee of $1.0 million which is 20% of the Tranche C amount upon the consummation of a merger. The exit fee is not applicable to Tranche A and Tranche B. In conjunction with the amendment, the Company also guaranteed payment of all monetary amounts owed and performance of all covenants, obligations and liabilities. The book value of debt approximates its fair value given its maturity and variable interest rate. Long term debt and the unamortized discount balances are as follows (in thousands): September 30, December 31, 2022 2021 (in thousands) Outstanding principal amount $ 32,000 $ 27,000 Add: accreted liability of final payment fee 333 125 Less: unamortized debt discount, long term (1,583 ) (1,618 ) Less: current portion of long term debt-principal (7,751 ) (1,291 ) Debt - net of current portion $ 22,999 $ 24,216 Current portion of long term debt-principal $ 7,751 $ 1,291 Less: current portion of unamortized debt discount (917 ) (716 ) Debt-current portion $ 6,834 $ 575 For the three and nine months ended September 30, 2022 the Company has recorded interest expense of $1.4 million and $3.8 million, which includes the accretion of the end of term liability of $76.5 thousand and $211.2 thousand, the amortization of commitment fee asset of $72.8 thousand and $189.1 thousand and the amortization of debt issuance cost of $256.1 thousand and $671.6 thousand, respectively. The unamortized issuance cost of $2.5 million at September 30, 2022 is offset against the carrying value of the term loan in the accompanying condensed consolidated balance sheet. See Deferred Financing Cost policy at Note 2. Scheduled principal payments on total outstanding debt, as of September 30, 2022, are as follows (in thousands): September 30, December 31, 2022 2021 (in thousands) 2022 $ 702 $ 702 2023 9,273 8,682 2024 12,914 11,008 2025 8,734 6,608 2026 377 — $ 32,000 $ 27,000 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity [Line Items] | |
Redeemable Convertible Preferred Stock | 8. REDEEMABLE CONVERTIBLE PREFERRED STOCK Legacy Rigetti was authorized to issue 73,389,000 shares of Series C preferred stock and 62,537,577 shares of Series C-1 |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2022 | |
Class of Stock [Line Items] | |
Common Stock | 9. COMMON STOCK As discussed in Note 3, on March 2, 2022, the Company consummated a Business Combination which has been accounted for as a reverse capitalization. Pursuant to the certificate of incorporation as amended on March 2, 2022, the Company is authorized to issue 1,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. The holders of shares of Common Stock are entitled to one vote for each share of Common Stock held. The Preferred Stock is non-voting. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, and after payment to the holders of shares of Preferred Stock of their liquidation preferences, the holders of the Common Stock are entitled to the entire remaining assets of the Company on a pro rata basis. As a result of the Business Combination (see Note 3), the Company has retroactively adjusted the warrants and stock-based awards outstanding prior to March 2, 2022 to give effect to the Exchange Ratio used to determine the number of shares of Common Stock into which they were converted. As of September 30, 2022, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments: Common Common Stock Warrants 17,266,056 Stock-Based Awards—RSUs Outstanding 14,797,277 Stock-Based Awards—Options Outstanding 8,307,065 Total 40,370,398 The Company entered into a Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC (“B. Riley”) on August 11, 2022 pursuant to which the Company may issue and sell to B. Riley the lesser of i) $75.0 million in aggregate gross purchase price of newly issued shares of the Company’s Common Stock or ii) an amount not to exceed 23,648,889 shares of Common Stock (such number of shares equal to approximately 19.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of the agreement and inclusive of 171,008 shares of Common Stock issued to B. Riley on August 11, 2022 as consideration for entering into the Common Stock Purchase Agreement). The Company did not issue or sell any shares to B. Riley under the Common Stock Purchase Agreement during the three and nine months ended September 30, 2022 other than the 171,008 shares issued as consideration for entering into the purchase agreement. In consideration of the parties entering into the foregoing agreement, the parties also entered into a Registration Rights Agreement on August 11, 2022 pursuant to which the Company provides B. Riley with registration rights with respect to such Common Stock and pursuant to which the Company has filed a registration statement covering the resale of such Common Stock. Upon the initial satisfaction of the conditions to B. Riley’s purchase obligation set forth in the Purchase Agreement, on September 14, 2022 (the “Commencement Date”) the Company will have the right, but not the obligation, from time to time at the Company’s sole discretion over the 24-month (as defined herein) as applicable) ( |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Class of Warrant or Right [Line Items] | |
Warrants | 10. WARRANTS As a result of the Business Combination (see Note 3), the Company has retroactively adjusted the Rigetti warrants outstanding and corresponding strike price prior to March 2, 2022 to give effect to the Exchange Ratio used to determine the number of shares of Common Stock into which they were converted. Liability Classified Warrants Public Warrants Each Public Warrant entitles the holder to the right to purchase one share of Common Stock at an exercise price of $11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. The Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in part, at a price of $0.01 per Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders, and (ii) the last reported sale price of the Company’s Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading Private Warrants The Private Warrants may not be redeemed by the Company so long as the Private Warrants are held by the initial purchasers, or such purchasers’ permitted transferees. The Private Warrants have terms and provisions identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period, except if the Private Warrants are held by someone other than the initial purchasers’ permitted transferees, then the Private Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The fair value of the Private Warrant was measured using the Black Scholes model approach. Significant inputs into the respective models at March 2, 2022 (the initial recognition) and September 30, 2022 are as follows: Valuation Assumptions Initial Recognition on March 2, September 30, 2022 Stock Price $ 9.43 $ 1.88 Strike Price $ 11.50 $ 11.50 Volatility (annual)(1) 30.66 % 79.22 % Risk-free rate 1.74 % 4.07 % Estimated time to expiration (years) 5 4.422 Dividend yield — % — % (1) As revised and discussed in Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors On August 18, 2022, the Private Placement Warrants were transferred from the initial purchasers to permitted transferees of the SPAC Sponsor by means of an internal partnership distribution. Trinity Warrants The Trinity Warrants were issued in March of 2021 for warrants to purchase 313,252 shares of Common Stock, and additional warrants to purchase 469,877 shares of Common Stock were issued in connection with the Tranche B Amendment, see Note 7. Therefore, there were total of 783,129 Common Stock warrants issued in conjunction with the Loan and Security Agreement in 2021. The Company utilized Black-Scholes model to determine grant fair value of the warrants which was approximately $2.7 million which was recorded as part of the Debt Issuance Cost. The outstanding Common Stock warrants were recognized as liabilities on the consolidated balance sheet and were measured at their inception date fair value using the Black-Scholes model and were subsequently remeasured at each reporting period with change recorded as a component of other income in the Company’s consolidated statements of operations. The warrant liability balance was $6.4 million as of June 2, 2022, at which time all outstanding Trinity Warrants of 783,129 were exercised into shares of the Company’s Common Stock and the warrant liability reclassified to equity upon such exercise. The fair value of the warrant liability of $6.4 million was reclassified to equity upon such exercise. The Company recorded a total loss of $0 and $2.0 million to Change in Fair Value of Warrant Liability as a component of other income in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022, respectively, after applying the revised valuation inputs as described in Note 1. The warrant issued in conjunction with the Loan and Security Agreement was classified as a liability under ASC 480, “Distinguishing Liabilities from Equity”. See Deferred Financing Cost disclosure at Note 2 Summary of Significant Accounting Policies. The fair value of the Trinity Warrant liabilities presented above were measured using the Black Scholes model approach. Significant inputs into the respective models at June 2, 2022, the exercise date of the Trinity Warrants, are as follows: Valuation Assumption— June 2, 2022 Stock price $ 8.23 Strike price $ 0.27 Volatility (annual) 105.10 % Risk-free rate 2.94 % Estimated time to expiration (years) 9 Dividend yield — % Equity Classified Warrants Series C Preferred Stock Financing Warrants In conjunction with the Series C Preferred Stock Financing (see Note 8), the Company issued a total of 5,248,183 Warrants to purchase Class A Common Stock to the Series C investors. The Warrants have a $0.01 exercise price per share and have a 10-year Customer Warrants In February 2020, the Company issued a Warrant to purchase 2,680,607 shares of Class A Common Stock to a customer in conjunction with a revenue arrangement (the “Customer Warrant”). The Customer Warrants have a $1.152 exercise price per share and have a 10-year The Company followed the guidance in ASC 718 and ASC 606 for the accounting of non-cash r The vesting status of the Customer Warrant is as follows at September 30, 2022 and December 31, 2021: September 30, December 31, 2022 2021 Vested Customer warrants 1,340,297 1,072,237 Unvested Customer warrants 1,340,310 1,608,359 2,680,607 2,680,596 |
Forward Warrant Agreement
Forward Warrant Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity [Line Items] | |
Forward Warrant Agreement | 11. FORWARD WARRANT AGREEMENT In connection with the execution of the Merger Agreement in October 2021 (See Note 1), Rigetti entered into a warrant subscription agreement (“Forward Warrant Agreement”) with a strategic partner, Ampere Computing LLC (“Ampere”) for the purchase of a warrant for an aggregate purchase price (including amounts from exercise) of $10.0 million. The Forward Warrant Agreement provides for the issuance of a warrant for the purchase of an aggregate of 1,000,000 shares of Common Stock at an exercise price of $0.0001. The purchase of the warrant was conditioned upon, among other things, the consummation of the Business Combination and the entry into a collaboration agreement between Rigetti and Ampere. The parties entered into the collaboration agreement in January 2022. Ampere was required to pay $5.0 million to Rigetti no later than the later of (i) the Closing and (ii) June 30, 2022. On June 30, 2022, pursuant to the Warrant Subscription Agreement, the Company issued the warrant to Ampere upon receipt of an aggregate of $5.0 million (including the exercise price), and upon such payment and issuance, 500,000 shares of the Company’s Common Stock vested under the warrant and were immediately exercised by Ampere pursuant to the terms of the warrant. Ampere is required to pay an additional $5.0 million to Rigetti no later than the closing date of the listing of Ampere’s capital stock, provided that if the listing has not occurred by the second anniversary of the warrant subscription agreement, Ampere is not obligated to make the additional payment and the Company is not obligated to issue the warrants. The warrant subscription agreement further provides that the Company will use commercially reasonable efforts to file a registration statement to register the resale of the shares issued or issuable pursuant to the warrant and upon such payment the warrant will vest and be exercisable by Ampere with respect to 500,000 shares of Common Stock pursuant to the terms of the warrant. The Company evaluated the Forward Warrant Agreement as a derivative in conjunction with the guidance of ASC 480, “Distinguishing Liabilities from Equity”. The Company calculated the fair value of the Forward Warrant Agreement by using the Forward Contract Pricing methodology at inception and at the end of September 30, 2022. The fair value of the Forward Warrant Agreement was estimated based on the following key inputs and assumptions 1) Assumed holding period 2) Related risk-free rate and 3) Likelihood of the outcome of the various contingencies outlined below. Based on these inputs and assumption, the Company calculated the fair value of the Forward Warrant Agreement to be a $1.9 million derivative asset and a ($0.2 million) derivative liability at September 30, 2022 and December 31, 2021, respectively. The Company has included the derivative asset as a forward contract asset and the derivative liability separately in other liabilities (current) on the balance sheet line in the accompanying consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively. The change in fair value is recorded as part of the general and administrative operating activities in the Company’s condensed consolidated statements of operations. The following table represents key valuation assumptions as of the quarter ended September 30, 2022. Key Valuation Assumptions Holding period (in years) 1.017 Risk free rate 4.01 % Probability of the contingency occurrence 50 % Underlying value per share $ 1.88 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | 12. FAIR VALUE MEASUREMENTS The Company reports all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure 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 measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3—Inputs are unobservable inputs for the asset or liability. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety. The fair value measurements of financial assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021 are as follows: September 30, 2022 Level 1 Level 2 Level 3 (in thousands) Assets: Cash Equivalents: Money Market Funds $ 32,985 $ — $ — Short-term investments: United States Treasury Securities 57,727 — — Corporate Bonds — 3,555 — Commercial Paper — 25,904 — Forward Warrant Agreement — — 1,930 Total Assets $ 90,712 $ 29,459 $ 1,930 Liabilities: Derivative warrant liability-Private Warrants — — 2,181 Derivative warrant liability-Public Warrants 1,865 — — Earn-out — — 2,995 Total Liabilities $ 1,865 $ — $ 5,176 December 31, 2021 Level 1 Level 2 Level 3 (in thousands) Liabilities: Derivative warrant liability — — — 4,355 Forward warrant agreement — — 230 Total Liabilities $ — $ — $ 4,585 As of September 30, 2022, the Company has recorded the following financial instruments subject to fair value measurements: 1) Derivative warrant liabilities—Public Warrants liability and Private Warrants, 2) Forward Warrant Agreement, and 3) Earn-out liability. The fair value of the Public Warrants has been measured based on the observable listed prices for such warrants, a Level 1 measurement. The Company’s money market funds and U.S. Treasury securities are classified within Level I due to the highly liquid nature of these assets with quoted prices in active markets. The investments in available-for-sale securities (i.e., commercial paper and corporate debt securities) and corporate debt issued by the Company are classified within Level II. The fair value of the Company’s Level II financial assets and liabilities is determined by using inputs based quoted market prices for similar instruments. All other financial instruments are classified as Level 3 liabilities as they all include unobservable inputs. The Private Warrants were initially measured at fair value using a Black Scholes model. 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. The Company has further discussed the key aspects of the fair value measurements described above in Notes 10 and 11 to the financial statements. The aggregate fair value of the Sponsor Vesting Shares on the Closing date was estimated using a Monte Carlo simulation model. The Company has further discussed the key aspect of the valuation inputs in Note 2 significant accounting policy for Sponsor Earn-Out Liability. As of December 31, 2021, the Company recorded a derivative warrant liability – Trinity Warrants which was fair valued based on a Black-Scholes option model with unobservable inputs which included volatility. The Company estimates the volatility of its ordinary share warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. On June 2, 2022, all outstanding Trinity Warrants were exercised into shares of the Company’s Common Stock. There have been no changes in fair value measurement techniques (other than the change in valuation assumptions described in Note 1) during the three and nine months ended September 30, 2022. There were no transfers between Level 1 or Level 2, or transfers in or out of Level 3 of the fair value hierarchy during the three and nine months ended September 30, 2022. A summary of the changes in the fair value of the Company’s Level 3 financial instruments as of September 30, 2022 and December 31, 2021 are as follows: Derivative warrant Derivative warrant Forward Warrant Earn-out (in thousands) Balance—December 31, 2021 $ 4,355 $ — $ 230 $ — Initial measurement (as restated and discussed in Note 1) on March 2, 2022 upon Business Combination (Note 3)(1) 9,612 20,413 Change in fair values 2,015 (7,431 ) (5,465 ) (17,418 ) Extinguishment due to exercise of the warrants (6,370 ) — 3,305 — Balance—September 30, 2022 $ — $ 2,181 $ (1,930 ) $ 2,995 (1) For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors |
Equity Plans
Equity Plans | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity Plans | 13. EQUITY PLANS 2013 Equity Incentive Plan In 2013, the Company adopted the 2013 Plan which provides for the grant of qualified incentive stock options (“ISO”) and nonqualified stock options (“NSO”), restricted stock, restricted stock units (“RSU”) or other awards to the Company’s employees, officers, directors, advisors, and outside consultants. After the Closing Date and consummation of the Business Combination effective March 2, 2022, no additional awards were issued under the 2013 Plan. Awards outstanding under the 2013 Plan will continue to be governed by such plan; however, the Company will not grant any further awards under the 2013 Plan. 2022 Equity Incentive Plan In connection with the Business Combination (Note 3), the shareholders approved the Rigetti Computing, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) in February, 2022, which became effective immediately upon the Closing Date. The 2022 Plan provides for the grant of ISOs, NSOs, stock appreciation rights, restricted stock awards (“RSA”), restricted stock unit awards, performance awards and other forms of awards to employees, directors, and consultants, including employees and consultants of Company’s affiliates. The aggregate number of shares of Common Stock initially reserved for issuance under the 2022 Plan was 18,332,215 shares. As of September 30, 2022, 6,344,596 shares were available for future issuance under the 2022 Plan. The number of shares reserved for issuance under the 2022 Plan will automatically increase on January 1st of each year for a period of nine years commencing on January 1, 2023 and ending on (and including) January 1, 2032, in an amount equal to 5% of the Common Stock of all classes outstanding on December 31 of the preceding year; provided, however, that the board of directors of the Company may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock Stock Options A summary of activity related to stock option is summarized as below (in thousands, except for share and per share data): Number of Weighted-Average Weighted- Aggregate Outstanding—December 31, 2021 11,468,275 $ 0.36 8.1 $ 46,839 Granted — Exercised (2,479,297 ) $ 0.27 $ 9,765 Forfeited and expired (681,913 ) $ 0.27 Outstanding—September 30, 2022 8,307,065 $ 0.36 7.4 $ 12,624 Exercisable—September 30, 2022 5,329,686 $ 0.40 7.3 $ 7,881 The weighted-average grant date fair value of options granted during the nine months ended September 30, 2021 was $0.09 per share. No new option grants were issued during the nine months ended September 30, 2022. The total intrinsic value of options exercised during the nine months ended September 30, 2022 and September 30, 2021 is $9.8 million and $3.9 million, respectively. As of September 30, 2022, there was $1.6 million of unrecognized compensation cost related to non-vested Restricted Stock Units A summary of activity related to RSUs is summarized as below: RSUs Weighted Average Fair Value Per Share Balance at December 31, 2021 5,388,455 Granted 15,933,249 $ 4.79 Vested (5,437,945 ) Forfeited (1,086,482 ) Balance at September 30, 2022 14,797,277 On March 2, 2022, the performance condition of all outstanding RSUs was met due to the closing of the Business Combination. As a result, the Company recorded a cumulative catch-up Total fair value of the RSUs vested during the nine months ending September 30, 2022 and 2021 was $26.9 million and $0 respectively. Stock-based compensation expense related to RSUs granted to employees was $14.5 million and $35.8 million for the three and nine months ended September 30, 2022, respectively. Stock-based compensation expense was $0 for the three and nine months ended September 30, 2021. As of September 30, 2022, the unrecognized compensation expense related to unvested RSUs was approximately $65.8 million which is expected to be recognized over a weighted-average period of approximately 2.65 years. Restricted Stock Awards During the first nine months ended September 30, 2022, 120,000 restricted stock awards (“RSAs”) were issued and vested immediately on the grant date as part of transaction bonuses in recognition of efforts in connection with the Business Combination. The total compensation expense related to RSAs was $0.6 million for the three and nine months ended September 30, 2022, respectively. The compensation expense was $0 for the three and nine months ended September 30, 2021. The table below summarizes the total stock compensation expenses for the nine months and three months ended September 30, 2022: 3 Months Ended 9 Months September 30, September 30, 2022 2022 Research and development $ 5,933 $ 10,531 Selling and marketing expenses 898 1,595 General and administrative expenses 8,290 25,517 Total Stock Compensation Expenses $ 15,121 $ 37,643 3 Months Ended 9 Months September 30, September 30, 2021 2021 Research and development $ 294 $ 932 Selling and marketing expenses 29 90 General and administrative expenses 195 614 Total Stock Compensation Expenses $ 518 $ 1,636 Fair Value of Common Stock and Options The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses the assumptions noted in the table below. Expected volatility for the Company’s Common Stock was determined based on an average of the historical volatility of a peer group of similar public companies. The expected term of options granted was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk-free rate is based upon the U.S. Treasury yield curve in effect at the time of grant for the period equivalent to the expected life of the option. In determining the exercise prices for options granted, the Company’s board of directors has considered the fair value of the Common Stock as of the grant date. The fair value of the Common Stock has been determined by the board of directors at each award grant date based upon a variety of factors, including the results obtained from an independent third-party valuation, the Company’s financial position and historical financial performance, the status of technological developments within the Company’s products, the composition and ability of the current engineering and management team, an evaluation or benchmark of the Company’s competition, the current business climate in the marketplace, the illiquid nature of the Common Stock, arm’s-length The Company did not grant any stock option awards during the three and nine months ended September 30, 2022. The range of assumptions used in the Black-Scholes option-pricing model for options issued to employees during the nine months ended September 30, 2021, are as follows: September 30, 2021 Expected volatility 46.8 % Weighted-average risk-free interest rate 1.07 % Expected dividend yield — % Expected term (in years) 6.1 years Exercise price $ 0.21 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Net Loss Per Share | 14. NET LOSS PER SHARE As a result of the Business Combination (see Note 3), the Company has retroactively adjusted the weighted average shares outstanding prior to March 2, 2022 to give effect to the Exchange Ratio used to determine the number of shares of Common Stock into which they were converted. The following table sets forth the computation of basic and diluted net loss per share of Common Stock for the three and nine months ended September 30, 2022, and 2021 (in thousands, except for share and per share data): Three Months Ended September 30, 2022 2021 Net Loss $ (18,755 ) $ (9,756 ) Basic and diluted shares Weighted-average Common Stock outstanding 118,571,295 22,554,422 Loss per share for Common Stock — Basic $ (0.16 ) $ (0.43 ) — Diluted $ (0.16 ) $ (0.43 ) Nine Months Ended September 30, 2022 2021 Net Loss $ (48,649 ) $ (27,617 ) Basic and diluted shares Weighted-average Common Stock outstanding 95,690,821 22,129,715 Loss per share for Common Stock — Basic $ (0.51 ) $ (1.25 ) — Diluted $ (0.51 ) $ (1.25 ) There are 3,059,273 shares of contingently issuable Common Stock pursuant to the earn-out arrangement that were not included in the computation of basic net loss per share since the contingencies for the issuance of these shares have not been met as of September 30, 2022. The weighted-average common shares outstanding for the three and nine months ended September 30, 2022 and 2021 include 2,076,116 and 2,905,130 warrants with an exercise price of $0.01 for the three and nine months ended September 30, 2022, respectively, and 5,127,836 and 5,206,096 warrants with an exercise price of $0.01 for the three and nine months ended September 30, 2021, respectively. The Company’s potential dilutive securities, which include stock options, restricted stock units, convertible preferred stock and warrants have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following weighted average potential common shares from the computation of diluted net loss per share as of September 30, 2022 and September 30, 2021: As of September 30, 2022 2021 Convertible Series C-1 — 23,218,320 Convertible Series C Preferred Stock (1) — 54,478,033 Common Stock Warrants (1) (2) 14,444,127 2,152,279 Stock Options (1) 8,307,065 11,999,616 Restricted Stock Units (1) 14,797,277 — 37,548,469 91,848,248 (1) The number of outstanding shares as of September 30, 2021 have been retrospectively adjusted to reflect the Exchange Ratio. (2) The number of outstanding warrants as of September 30, 2022 and September 30, 2021 does not include 1,340,310 and 1,608,359 shares, respectively, of Unvested Customer Warrants. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes | 15. INCOME TAXES The Company did not record income tax expense for the three and nine months ended September 30, 2022 or the three and nine months ended September 30, 2021 due to the Company’s loss position and full valuation allowance. The effective tax rate differs from the statutory rate, primarily due to the Company’s history of incurring losses, which have not been benefited, the foreign rate differential related to subsidiary earnings, and other permanent differences. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segments | 16. SEGMENTS The following table presents a summary of revenue by geography for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, 2022 2021 Amount % Amount % (in thousands) (in thousands) United States $ 2,228 79.5 % $ 2,502 85.7 % United Kingdom 576 20.5 % 417 14.3 % $ 2,804 100.0 % $ 2,919 100.0 % Nine Months Ended September 30, 2022 2021 Amount % Amount % (in thousands) (in thousands) United States $ 5,772 82.0 % $ 5,148 75.5 % United Kingdom 1,270 18.0 % 1,670 24.5 % $ 7,042 100.0 % $ 6,818 100.0 % Revenues from external customers are attributed to individual countries based on the physical location in which the services are provided or the particular customer location with whom the Company has contracted. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS On November 12, 2022, the board of directors of the Company accepted the resignation of Dr. Chad Rigetti, the Company’s Founder, President and Chief Executive Officer, from all positions he holds with the Company. The effective date of Dr. Rigetti’s departure from the Company is expected to be December 15, 2022. Until such departure date, Dr. Rigetti remains a Director on the Company’s board of directors and will continue as a non-executive On November 12, 2022, the Company’s board of directors appointed Rick Danis, the Company’s General Counsel and Corporate Secretary, to serve as Interim President and Chief Executive Officer of the Company effective as of such date until a successor to Dr. Rigetti has been appointed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Emerging Growth Company | Emerging Growth Company the The Company anticipates that it will remain an EGC under the JOBS non-affiliates non-convertible |
Use of Estimates | Use of Estimates |
Reclassifications | Reclassifications reclassified |
Deferred Offering Costs | Deferred Offering Costs accounting paid-in The Company incurred $ million and million of offering costs for the three and nine months ended September 30, 2022, respectively, which related to filing new registration statements with the SEC after the close of the Business Combination. These costs are incremental to those disclosed in Note 3. The Company did no 2021. A portion of the offering costs amounting to $0.7 million relates to the Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC. As of September 30, 2022, while the registration statement related to the Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC was filed with the SEC, there were no shares issued other than the commitment shares referred to in Note 9. As such $ 0.7 million of the offering costs were classified as deferred offering costs. |
Deferred Financing Costs | Deferred Financing Costs |
Segments | Segments |
Foreign Currency | Foreign Currency functional |
Comprehensive Loss | Comprehensive Loss non-owner available-for-sale |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company’s restricted cash balance classifies all cash whose use is limited by contractual provisions. As of September 30, 2022, restricted cash consists of cash secured as collateral for letters of credit in favor of the Company’s landlord. The Company may not access these funds until it vacates this office space (leases expire in 2029). As of December 31, 2021, restricted cash consists of cash secured as collateral for letters of credit in favor of the Company’s landlord and its corporate credit card program. The following table provides a reconciliation of cash and cash equivalents and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows for the nine months ended September 30, 2022: (In thousands) September 30, December 31, 2022 2021 Cash and cash equivalents $ 73,837 $ 11,729 Restricted cash 117 317 Total cash and cash equivalents and restricted cash $ 73,954 $ 12,046 |
Investments | Investments available-for-sale investments |
Accounts Receivable | Accounts Receivable write-offs, |
Impairment of Long-Lived Assets and Goodwill | Impairment of Long-Lived Assets and Goodwill equipment Goodwill is not amortized, but is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company believes that no triggering event has taken place through September 30, 2022. However, with the macroeconomic uncertainty and the decline in the Company’s stock price, there could be a non-cash non-cash |
Public and Private Warrants | Public and Private Warrants The Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Private Warrants contain provisions that cause the settlement amounts to be dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed option-pricing 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 an option pricing model. On the consummation of the Business Combination, the Company recorded a liability related to the Private Warrants of million (as restated and discussed in Note 1), with an offsetting entry to additional paid-in capital. On September 30, 2022, the fair value of the Private Warrants decreased to with the gain on the change in fair value recorded in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022. See Note 10 and 12, for further information on fair value. Similarly, on consummation of the Business Combination, the Company recorded a liability related to the Public Warrants of $16.3 million, with an offsetting entry to additional paid-in |
Derivative Warrant Liabilities | Derivative Warrant Liabilities Other than the Public and Private Warrants noted above, the Company also issued other warrants which are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts 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 are subsequently remeasured at each reporting period with changes recorded as a component of other (expense) income in the Company’s consolidated statements of operations. Derivative warrant liabilities are classified as non-current |
Earn-Out Liability | Earn-Out period following the Closing (the “Earn-Out Triggering Events”). Any such shares held by the Sponsor that remain unvested after the fifth anniversary of the Closing will be forfeited. These Sponsor Vesting Shares are accounted for as liability classified instruments because the Earn-Out 20.4 As of September 30, 2022, the Earn-Out Triggering Events were not achieved for any of the tranches, and as such, the Company adjusted the carrying amount of the liability to its estimated fair value of $ million after applying the revised valuation inputs described in Note 1. The change in the fair value of $ million and $ million is included in gain on fair value change, net in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 applying the revised valuation inputs described in Note 1 . Significant inputs into the respective models at March 2, 2022 (the initial recognition) and September 30, 2022 are as follows: Valuation Assumptions Initial Recognition on March 2, 2022 September 30, 2022 Stock Price $ 9.43 $ 1.88 Simulated trading days 1,198.00 1,114.00 Volatility (annual)(1) 30.50 % 80.30 % Risk-free rate 1.74 % 4.07 % Estimated time to expiration (years) 5 4.42 (1) As revised and discussed in Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors |
Revenue Recognition | Revenue Recognition Development contracts are generally multi-year, non-recurring 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 our 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. |
Net income (loss) per share | Net income (loss) per share C-1 if-converted |
Stock-Based Compensation | Stock-Based Compensation 4-year change-in-control Compensation expenses are based on the grant-date fair value of the awards and recognized over the requisite service period using a straight-line method for stock options and RSUs granted under the 2022 Plan. Compensation expense for RSUs granted under the 2013 Plan are recognized using a graded vesting method. Compensation expense for RSAs are recognized fully on grant date. The Company has elected to account for forfeitures of employee stock awards as they occur. |
Concentration of Credit Risk | Concentrations of Credit Risk Significant customers that represent 10% or more of revenue are set forth in the following tables: For the Nine Months Ended September 30, Customer 2022 2021 Customer A 26 % 20 % Customer B 20 % 18 % Customer C 18 % 19 % Customer D 17 % 25 % Customer E * 16 % For the Three Months Ended September 30, Customer 2022 2021 Customer A 35 % * Customer B 23 % 16 % Customer C 18 % 14 % Customer D 14 % * Customer E * 42 % Customer F * 28 % * Customer accounted for less than 10% of revenue in the respective period Significant customers that represent 10% or more of accounts receivable are set forth in the following tables: September 30, December 31, Customer 2022 2021 Customer A 44 % * Customer B 27 % 34 % Customer C 21 % 35 % Customer D * 29 % * Customer accounted for less than 10 For the three and nine months ended September 30, 2022, sales to government entities comprised 77.26% and 74.08% of the Company’s total revenue, respectively. For the three and nine months ended September 30, 2021, sales to government entities comprised 84.41% and 79.55% of the Company’s total revenue, respectively. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 2022-03, ASC In February 2016, the FASB issued ASU 2016-02, 2016-02 2018-01, ASU2018-10, 2018-20 2019-01, 2016-02). 2016-02 right-of-use 2016-02 2016-02 2016-02, |
Description of Business (Tables
Description of Business (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Restated Condensed Consolidated Balance Sheet | Restated Condensed Consolidated Balance Sheet (unaudited) As of March 31, 2022 As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - As Restated Accrued expenses and other current liabilities $ 5,230 $ — $ 1,478 $ — $ — $ 1,478 $ 6,708 Total current liabilities 11,567 — 1,478 — — 1,478 13,045 Derivative warrant liabilities 24,001 — — (1,331 ) 3,827 2,496 26,497 Earn-out 16,949 (2,527 ) — — (2,527 ) 14,422 Total liabilities 80,473 (2,527 ) 1,478 (1,331 ) 3,827 1,447 81,920 Additional paid-in 382,959 6,170 — — (445 ) 5,725 388,684 Accumulated deficit (217,601 ) (3,643 ) (1,478 ) 1,331 (3,382 ) (7,172 ) (224,773 ) Total stockholders’ equity (deficit) 165,430 2,527 (1,478 ) 1,331 (3,827 ) (1,447 ) 163,983 Restated Condensed Consolidated Balance Sheet (unaudited) As of June 30, 2022 As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - As Restated Accrued expenses and other current liabilities $ 4,428 $ — $ 1,590 $ — $ — $ 1,590 $ 6,018 Total current liabilities 11,279 — 1,590 — — 1,590 12,869 Derivative warrant liabilities 8,944 — — — 3,204 3,204 12,148 Earn-out 8,925 (1,070 ) — — (1,070 ) 7,855 Total liabilities 54,765 (1,070 ) 1,590 — 3,204 3,724 58,489 Additional paid-in 401,290 6,170 — — (445 ) 5,725 407,015 Accumulated deficit (227,575 ) (5,101 ) (1,590 ) — (2,759 ) (9,450 ) (237,025 ) Total stockholders’ equity (deficit) 173,825 1,069 (1,590 ) — (3,204 ) (3,725 ) 170,100 |
Schedule of Restated Condensed Consolidated Statement Of Operations | Restated Condensed Consolidated Statement of Operations (unaudited) For the Three Months Ended As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted To be adjusted - As Restated Research and development $ 12,449 $ — $ 1,478 $ — $ — $ 1,478 $ 13,927 Total operating expenses 25,484 — 1,478 — — 1,478 26,962 Loss from operations (23,794 ) — (1,478 ) — — (1,478 ) (25,272 ) Change in fair value of derivate warrant liabilities 5,822 — — 1,331 (3,382 ) (2,051 ) 3,771 Change in fair value of earn-out 9,634 (3,643 ) — — — (3,643 ) 5,991 Total other income (expense), net 13,324 (3,643 ) — 1,331 (3,382 ) (5,694 ) 7,630 Net loss $ (10,470 ) $ (3,643 ) $ (1,478 ) $ 1,331 $ (3,382 ) $ (7,172 ) $ (17,642 ) Net loss per share attributed to common stockholders - basic and diluted $ (0.20 ) $ (0.13 ) $ (0.33 ) Restated Condensed Consolidated Statements of Operations (unaudited) For the Three Months Ended As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - As Restated Research and development $ 12,634 $ — $ 113 $ — $ — $ 113 $ 12,747 Total operating expenses 26,906 — 113 — — 113 27,019 Loss from operations (25,645 ) — (113 ) — — (113 ) (25,758 ) Change in fair value of derivate warrant liabilities 8,687 — — (1,331 ) 623 (708 ) 7,979 Change in fair value of earn-out 8,024 (1,458 ) — — — (1,458 ) 6,566 Total other income (expense), net 15,671 (1,458 ) — (1,331 ) 623 (2,166 ) 13,505 Net loss $ (9,974 ) $ (1,458 ) $ (113 ) $ (1,331 ) $ 623 $ (2,279 ) $ (12,253 ) Net loss per share attributed to common stockholders - basic and diluted $ (0.09 ) $ (0.02 ) $ (0.11 ) For the Six Months Ended As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - Total As Restated Research and development $ 25,083 $ — $ 1,590 $ — $ — $ 1,590 $ 26,673 Total operating expenses 52,391 — 1,590 — — 1,590 53,981 Loss from operations (49,440 ) — (1,590 ) — — (1,590 ) (51,030 ) Change in fair value of derivate warrant liabilities 14,509 — — — (2,759 ) (2,759 ) 11,750 Change in fair value of earn-out 17,658 (5,101 ) — — (5,101 ) 12,557 Total other income (expense), net 28,996 (5,101 ) — — (2,759 ) (7,860 ) 21,136 Net loss $ (20,444 ) $ (5,101 ) $ (1,590 ) $ — $ (2,759 ) $ (9,450 ) $ (29,894 ) Net loss per share attributed to common stockholders - basic and diluted $ (0.24 ) $ (0.12 ) $ (0.36 ) |
Schedule of Restated Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholder's (Deficit) Equity | Restated Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholder’s (Deficit) Equity as of March 31, 2022 (unaudited) As of March 31, 2022 As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - As Restated Additional Paid-In $ 382,959 $ 6,170 $ — $ — $ (445 ) $ 5,725 $ 388,684 Accumulated deficit (217,601 ) (3,643 ) (1,478 ) 1,331 (3,382 ) (7,172 ) (224,773 ) Total Stockholders’(Deficit)Equity 165,430 2,527 (1,478 ) 1,331 (3,827 ) (1,447 ) 163,983 Restated Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholder’s (Deficit) Equity as of June 30, 2022 (unaudited) As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - Total As Restated Additional Paid-In $ 401,290 $ 6,170 $ — $ — $ (445 ) $ 5,725 $ 407,015 Accumulated deficit (227,575 ) (5,101 ) (1,590 ) — (2,759 ) (9,450 ) (237,025 ) Total Stockholders’ (Deficit) Equity 173,825 1,069 (1,590 ) — (3,204 ) (3,725 ) 170,100 |
Schedule of Restated Condensed Consolidated Statement of Cash Flows | Restated Condensed Consolidated Statement of Cash Flows (unaudited) For the Three Months Ended As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - As Restated Net loss $ (10,470 ) $ (3,643 ) $ (1,478 ) $ 1,331 $ (3,382 ) $ (7,172 ) $ (17,642 ) Accrued expenses and other current liabilities 2,606 — 1,478 — — 1,478 4,084 Change in fair value of derivate warrant liabilities (5,822 ) — — (1,331 ) 3,382 2,051 (3,771 ) Change in fair value of earn-out liability (9,634 ) 3,643 — — — 3,643 (5,991 ) Net cash in operating activities (15,721 ) — — — — — (15,721 ) There was no impact to net cash used in operating activities for the three months ended March 31, 2022. Restated Condensed Consolidated Statement of Cash Flows (unaudited) For the Six Months Ended As reported To be adjusted - To be adjusted - To be adjusted - To be adjusted - To be adjusted - As Restated Net loss $ (20,444 ) $ (5,101 ) $ (1,590 ) $ — $ (2,759 ) $ (9,450 ) $ (29,894 ) Accrued expenses and other current liabilities 967 — 1,590 — — 1,590 2,557 Change in fair value of derivative warrant liabilities (14,509 ) — — — 2,759 2,759 (11,750 ) Change in fair value of earn-out liability (17,658 ) 5,101 — — — 5,101 (12,557 ) Net cash used in operating activities (35,085 ) — — — — — (35,085 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cash, Cash Equivalents and Investments | The following table provides a reconciliation of cash and cash equivalents and restricted cash in the consolidated balance sheets to the total amount shown in the consolidated statements of cash flows for the nine months ended September 30, 2022: (In thousands) September 30, December 31, 2022 2021 Cash and cash equivalents $ 73,837 $ 11,729 Restricted cash 117 317 Total cash and cash equivalents and restricted cash $ 73,954 $ 12,046 |
Schedule of Inputs Into the Respective Models | Significant inputs into the respective models at March 2, 2022 (the initial recognition) and September 30, 2022 are as follows: Valuation Assumptions Initial Recognition on March 2, 2022 September 30, 2022 Stock Price $ 9.43 $ 1.88 Simulated trading days 1,198.00 1,114.00 Volatility (annual)(1) 30.50 % 80.30 % Risk-free rate 1.74 % 4.07 % Estimated time to expiration (years) 5 4.42 (1) As revised and discussed in Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors |
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Shares | Significant customers that represent 10% or more of revenue are set forth in the following tables: For the Nine Months Ended September 30, Customer 2022 2021 Customer A 26 % 20 % Customer B 20 % 18 % Customer C 18 % 19 % Customer D 17 % 25 % Customer E * 16 % For the Three Months Ended September 30, Customer 2022 2021 Customer A 35 % * Customer B 23 % 16 % Customer C 18 % 14 % Customer D 14 % * Customer E * 42 % Customer F * 28 % * Customer accounted for less than 10% of revenue in the respective period |
Schedule of Customers Accounts Receivable | Significant customers that represent 10% or more of accounts receivable are set forth in the following tables: September 30, December 31, Customer 2022 2021 Customer A 44 % * Customer B 27 % 34 % Customer C 21 % 35 % Customer D * 29 % * Customer accounted for less than 10 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Summary of net proceeds from business combination and PIPE financing | In accounting for the Business Combination and after redemptions, net proceeds received by the Company totaled $225.6 million. The table below shows the net proceeds from business combination and PIPE financing (in thousands): Amount (in thousands) Cash - SNII trust and cash (net of redemption) $ 115,879 Cash - PIPE 147,510 Cash - SNII operating account 325 Less: SNII transaction cost (38,110 ) Net Proceeds from Business Combination and PIPE $ 225,604 |
Summary of consummation of the business combination | The number of shares of Common Stock issued immediately following the consummation of the Business Combination was as follows: Common Stock - SNII Class A, outstanding prior to Business Combination 34,500,000 Less: redemption of SNII Class A ordinary shares (22,915,538 ) Common Stock - SNII Class A ordinary shares 11,584,462 Common Stock - SNII Class B ordinary shares* 8,625,000 Shares issued in PIPE 14,641,244 Business Combination and PIPE shares 34,850,706 Common Stock - Legacy Rigetti** 18,221,069 Common Stock - exercise of Legacy Rigetti stock options immediately prior to the closing** 1,123,539 Common Stock - exercise of Legacy Rigetti warrants immediately prior to the closing** 2,234,408 Common Stock - upon conversion of Legacy Rigetti Series C preferred stock** 54,478,261 Common Stock - upon conversion of Legacy Rigetti Series C-1 2,902,302 Total shares of Common Stock immediately after Business Combination 113,810,285 * Includes (i) 2,479,000 shares of Common Stock held by the Sponsor (the “Promote Sponsor Vesting Shares”) and (ii) 580,273 shares of Common Stock held by the Sponsor (“Sponsor Redemption-Based Vesting Shares”). ** (i) all one-for-one eight-for-one. |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available For Sale Securities Continuous Unrealized Loss Position Fair Value | The amortized cost, gross unrealized holding loss included in other comprehensive income, and fair value of the investment securities on September 30, 2022 are presented in the table below. The Company did not hold investment securities at December 31, 2021. Amortized Cost Gross Fair Value as of (in thousands) Cash Equivalents: Money Market Funds $ 32,985 $ — $ 32,985 Short-term investments: United States Treasury Securities 58,066 (339 ) 57,727 Corporate Bonds 3,572 (17 ) 3,555 Commercial Papers 25,904 — 25,904 $ 120,527 $ (356 ) $ 120,171 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | |
Summary of Disaggregation of Revenue | The following tables depict the disaggregation of revenue according to the type of good or service and timing of transfer of goods or services for the three and nine months ended September 30, 2022 and September 30, 2021: Three Months Ended Three Months Ended September 30, September 30, 2022 2021 Type of Goods or Service (In thousands) Collaborative research and other professional services $ 1,990 $ 2,405 Access to quantum computing systems 814 514 $ 2,804 $ 2,919 Timing of Revenue Recognition Revenue recognized at a point in time $ — $ — Revenue recognized over time 2,804 2,919 $ 2,804 $ 2,919 Nine Months Ended Nine Months Ended September 30, September 30, 2022 2021 Type of Goods or Service (In thousands) Collaborative research and other professional services $ 4,982 $ 4,951 Access to quantum computing systems 2,060 1,867 $ 7,042 $ 6,818 Timing of Revenue Recognition Revenue recognized at a point in time $ — $ — Revenue recognized over time 7,042 6,818 $ 7,042 $ 6,818 |
Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable | Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of September 30, 2022 and December 31, 2021 were as follows: September 30, December 31, 2022 2021 (In thousands) Trade receivables $ 1,143 $ 961 Unbilled receivables $ 1,152 $ 582 Deferred revenue ($ 811 ) ($ 985 ) |
Summary of Change in Contract with Customer, Asset and Liability | Changes in deferred revenue from contracts with customers were as follows: Nine Months Ended September 30, 2022 (In thousands) Balance at beginning of period $ (985 ) Deferral of revenue (384 ) Recognition of deferred revenue 558 Balance at end of period $ (811 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments Under Non-Cancelable Operating Leases | Future minimum lease payments under non-cancelable As of September 30, 2022 (in thousands) Remainder of 2022 $ 376 2023 1,262 2024 1,299 2025 1,338 2026 1,379 Thereafter 4,006 Total minimum future lease payments $ 9,660 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long term debt and the unamortized discount | Long term debt and the unamortized discount balances are as follows (in thousands): September 30, December 31, 2022 2021 (in thousands) Outstanding principal amount $ 32,000 $ 27,000 Add: accreted liability of final payment fee 333 125 Less: unamortized debt discount, long term (1,583 ) (1,618 ) Less: current portion of long term debt-principal (7,751 ) (1,291 ) Debt - net of current portion $ 22,999 $ 24,216 Current portion of long term debt-principal $ 7,751 $ 1,291 Less: current portion of unamortized debt discount (917 ) (716 ) Debt-current portion $ 6,834 $ 575 |
Scheduled principal payments on total outstanding debt | Scheduled principal payments on total outstanding debt, as of September 30, 2022, are as follows (in thousands): September 30, December 31, 2022 2021 (in thousands) 2022 $ 702 $ 702 2023 9,273 8,682 2024 12,914 11,008 2025 8,734 6,608 2026 377 — $ 32,000 $ 27,000 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Class of Stock [Line Items] | |
Summary of Conversions of Stock | As of September 30, 2022, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments: Common Common Stock Warrants 17,266,056 Stock-Based Awards—RSUs Outstanding 14,797,277 Stock-Based Awards—Options Outstanding 8,307,065 Total 40,370,398 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Class of Warrant or Right [Line Items] | |
Schedule Of Fair Value Of The Common Stock Warrant Liabilities Measured Using Black Scholes Approach | The fair value of the Trinity Warrant liabilities presented above were measured using the Black Scholes model approach. Significant inputs into the respective models at June 2, 2022, the exercise date of the Trinity Warrants, are as follows: Valuation Assumption— June 2, 2022 Stock price $ 8.23 Strike price $ 0.27 Volatility (annual) 105.10 % Risk-free rate 2.94 % Estimated time to expiration (years) 9 Dividend yield — % |
Summary of vesting status of the Customer Warrant | The vesting status of the Customer Warrant is as follows at September 30, 2022 and December 31, 2021: September 30, December 31, 2022 2021 Vested Customer warrants 1,340,297 1,072,237 Unvested Customer warrants 1,340,310 1,608,359 2,680,607 2,680,596 |
Private Warrant [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule Of Fair Value Of The Common Stock Warrant Liabilities Measured Using Black Scholes Approach | The fair value of the Private Warrant was measured using the Black Scholes model approach. Significant inputs into the respective models at March 2, 2022 (the initial recognition) and September 30, 2022 are as follows: Valuation Assumptions Initial Recognition on March 2, September 30, 2022 Stock Price $ 9.43 $ 1.88 Strike Price $ 11.50 $ 11.50 Volatility (annual)(1) 30.66 % 79.22 % Risk-free rate 1.74 % 4.07 % Estimated time to expiration (years) 5 4.422 Dividend yield — % — % (1) As revised and discussed in Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors |
Forward Warrant Agreement (Tabl
Forward Warrant Agreement (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity [Line Items] | |
Summary of Fair Value Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques | following table represents key valuation assumptions as of the quarter ended September 30, 2022. Key Valuation Assumptions Holding period (in years) 1.017 Risk free rate 4.01 % Probability of the contingency occurrence 50 % Underlying value per share $ 1.88 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis | The fair value measurements of financial assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021 are as follows: September 30, 2022 Level 1 Level 2 Level 3 (in thousands) Assets: Cash Equivalents: Money Market Funds $ 32,985 $ — $ — Short-term investments: United States Treasury Securities 57,727 — — Corporate Bonds — 3,555 — Commercial Paper — 25,904 — Forward Warrant Agreement — — 1,930 Total Assets $ 90,712 $ 29,459 $ 1,930 Liabilities: Derivative warrant liability-Private Warrants — — 2,181 Derivative warrant liability-Public Warrants 1,865 — — Earn-out — — 2,995 Total Liabilities $ 1,865 $ — $ 5,176 December 31, 2021 Level 1 Level 2 Level 3 (in thousands) Liabilities: Derivative warrant liability — — — 4,355 Forward warrant agreement — — 230 Total Liabilities $ — $ — $ 4,585 |
Change in Fair Value of Derivative Liabilities | A summary of the changes in the fair value of the Company’s Level 3 financial instruments as of September 30, 2022 and December 31, 2021 are as follows: Derivative warrant Derivative warrant Forward Warrant Earn-out (in thousands) Balance—December 31, 2021 $ 4,355 $ — $ 230 $ — Initial measurement (as restated and discussed in Note 1) on March 2, 2022 upon Business Combination (Note 3)(1) 9,612 20,413 Change in fair values 2,015 (7,431 ) (5,465 ) (17,418 ) Extinguishment due to exercise of the warrants (6,370 ) — 3,305 — Balance—September 30, 2022 $ — $ 2,181 $ (1,930 ) $ 2,995 (1) For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors |
Equity Plans - (Tables)
Equity Plans - (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Intrinsic Value [Table Text Block] | A summary of activity related to stock option is summarized as below (in thousands, except for share and per share data): Number of Weighted-Average Weighted- Aggregate Outstanding—December 31, 2021 11,468,275 $ 0.36 8.1 $ 46,839 Granted — Exercised (2,479,297 ) $ 0.27 $ 9,765 Forfeited and expired (681,913 ) $ 0.27 Outstanding—September 30, 2022 8,307,065 $ 0.36 7.4 $ 12,624 Exercisable—September 30, 2022 5,329,686 $ 0.40 7.3 $ 7,881 |
Schedule of Activity Related to Restricted Stock Units | A summary of activity related to RSUs is summarized as below: RSUs Weighted Average Fair Value Per Share Balance at December 31, 2021 5,388,455 Granted 15,933,249 $ 4.79 Vested (5,437,945 ) Forfeited (1,086,482 ) Balance at September 30, 2022 14,797,277 |
Schedule Of Employee Service Share Based Compensation Allocation Of Recognized Period Costs | The table below summarizes the total stock compensation expenses for the nine months and three months ended September 30, 2022: 3 Months Ended 9 Months September 30, September 30, 2022 2022 Research and development $ 5,933 $ 10,531 Selling and marketing expenses 898 1,595 General and administrative expenses 8,290 25,517 Total Stock Compensation Expenses $ 15,121 $ 37,643 3 Months Ended 9 Months September 30, September 30, 2021 2021 Research and development $ 294 $ 932 Selling and marketing expenses 29 90 General and administrative expenses 195 614 Total Stock Compensation Expenses $ 518 $ 1,636 |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions | The Company did not grant any stock option awards during the three and nine months ended September 30, 2022. The range of assumptions used in the Black-Scholes option-pricing model for options issued to employees during the nine months ended September 30, 2021, are as follows: September 30, 2021 Expected volatility 46.8 % Weighted-average risk-free interest rate 1.07 % Expected dividend yield — % Expected term (in years) 6.1 years Exercise price $ 0.21 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Earnings Per Share Basic Aand Diluted | The following table sets forth the computation of basic and diluted net loss per share of Common Stock for the three and nine months ended September 30, 2022, and 2021 (in thousands, except for share and per share data): Three Months Ended September 30, 2022 2021 Net Loss $ (18,755 ) $ (9,756 ) Basic and diluted shares Weighted-average Common Stock outstanding 118,571,295 22,554,422 Loss per share for Common Stock — Basic $ (0.16 ) $ (0.43 ) — Diluted $ (0.16 ) $ (0.43 ) Nine Months Ended September 30, 2022 2021 Net Loss $ (48,649 ) $ (27,617 ) Basic and diluted shares Weighted-average Common Stock outstanding 95,690,821 22,129,715 Loss per share for Common Stock — Basic $ (0.51 ) $ (1.25 ) — Diluted $ (0.51 ) $ (1.25 ) |
Schedule of Antidilutive Securities Excluded From Computation of Earnings | The Company excluded the following weighted average potential common shares from the computation of diluted net loss per share as of September 30, 2022 and September 30, 2021: As of September 30, 2022 2021 Convertible Series C-1 — 23,218,320 Convertible Series C Preferred Stock (1) — 54,478,033 Common Stock Warrants (1) (2) 14,444,127 2,152,279 Stock Options (1) 8,307,065 11,999,616 Restricted Stock Units (1) 14,797,277 — 37,548,469 91,848,248 (1) The number of outstanding shares as of September 30, 2021 have been retrospectively adjusted to reflect the Exchange Ratio. (2) The number of outstanding warrants as of September 30, 2022 and September 30, 2021 does not include 1,340,310 and 1,608,359 shares, respectively, of Unvested Customer Warrants. |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Revenue by Geography | The following table presents a summary of revenue by geography for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, 2022 2021 Amount % Amount % (in thousands) (in thousands) United States $ 2,228 79.5 % $ 2,502 85.7 % United Kingdom 576 20.5 % 417 14.3 % $ 2,804 100.0 % $ 2,919 100.0 % Nine Months Ended September 30, 2022 2021 Amount % Amount % (in thousands) (in thousands) United States $ 5,772 82.0 % $ 5,148 75.5 % United Kingdom 1,270 18.0 % 1,670 24.5 % $ 7,042 100.0 % $ 6,818 100.0 % |
Description of Business - Addit
Description of Business - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||||
Sep. 30, 2022 | Mar. 02, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Accumulated deficit | $ 255,780,000 | $ 255,780,000 | $ 255,780,000 | $ 207,131,000 | ||||||||||||
Number of trading days for determining the share price | 20 days | 20 days | ||||||||||||||
Class of warrants or rights outstanding | 2,680,607 | 2,680,607 | 2,680,607 | 2,680,596 | ||||||||||||
Accrual operating expenses | $ 33,352,000 | $ 11,642,000 | $ 87,333,000 | $ 32,261,000 | ||||||||||||
Out-of-period adjustment | (31,324,000) | (9,169,000) | (82,354,000) | (26,526,000) | ||||||||||||
Net cash in operating activities | (48,482,000) | (22,538,000) | ||||||||||||||
Stockholders' equity (deficit) | $ 165,905,000 | 165,905,000 | $ 170,100,000 | [1] | $ 163,983,000 | [1] | (57,937,000) | $ (48,832,000) | $ (39,368,000) | $ 170,100,000 | [1] | 165,905,000 | (57,937,000) | $ (71,528,000) | $ (32,256,000) | |
Net loss | (18,755,000) | (12,252,000) | [1] | (17,642,000) | [1] | $ (9,756,000) | $ (10,074,000) | $ (7,787,000) | (48,649,000) | $ (27,617,000) | ||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||||||||||
Accumulated deficit | 9,450,000 | 7,172,000 | 9,450,000 | |||||||||||||
Accrual operating expenses | $ 100,000 | 113,000 | 1,478,000 | 1,590,000 | ||||||||||||
Out-of-period adjustment | (113,000) | (1,478,000) | (1,590,000) | $ 1,300,000 | ||||||||||||
Derivative liabilities | 1,300,000 | |||||||||||||||
Change in fair value of derivative warrant liabilities | 1,300,000 | |||||||||||||||
Net cash in operating activities | 0 | 0 | ||||||||||||||
Stockholders' equity (deficit) | (3,725,000) | (1,447,000) | (3,725,000) | |||||||||||||
Net loss | $ (2,279,000) | $ (7,172,000) | $ (9,450,000) | |||||||||||||
Supernova Acquistion [Member] | Sponsor Agreement [Member] | Tranche One [Member] | ||||||||||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||||||||||
Shares subject to vesting | 2,479,000 | 2,479,000 | 2,479,000 | |||||||||||||
Shares subject to vesting maximum period | 5 years | |||||||||||||||
Volume weighted average price per share | $ 12.5 | |||||||||||||||
Number Of Consecutive Trading Days For Determining The Share Price | 30 days | |||||||||||||||
Supernova Acquistion [Member] | Sponsor Agreement [Member] | Tranche Two [Member] | ||||||||||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||||||||||
Shares subject to vesting | 580,273 | 580,273 | 580,273 | |||||||||||||
Shares subject to vesting maximum period | 5 years | |||||||||||||||
Volume weighted average price per share | $ 15 | |||||||||||||||
Number Of Consecutive Trading Days For Determining The Share Price | 30 days | |||||||||||||||
Supernova Acquistion [Member] | Revision of Prior Period, Adjustment [Member] | Sponsor Agreement [Member] | Tranche One [Member] | ||||||||||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||||||||||
Shares subject to vesting | 2,479,000 | |||||||||||||||
Shares subject to vesting maximum period | 5 years | |||||||||||||||
Volume weighted average price per share | $ 12.5 | |||||||||||||||
Number Of Consecutive Trading Days For Determining The Share Price | 30 days | |||||||||||||||
Supernova Acquistion [Member] | Revision of Prior Period, Adjustment [Member] | Sponsor Agreement [Member] | Tranche Two [Member] | ||||||||||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||||||||||
Shares subject to vesting | 580,273 | |||||||||||||||
Shares subject to vesting maximum period | 5 years | |||||||||||||||
Volume weighted average price per share | $ 15 | |||||||||||||||
Number Of Consecutive Trading Days For Determining The Share Price | 30 days | |||||||||||||||
Private Placement Warrants | ||||||||||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||||||||||
Class of warrants or rights exercise price of warrants or rights | $ 11.5 | $ 11.5 | $ 11.5 | |||||||||||||
Class of warrants or rights outstanding | 4,450,000 | 4,450,000 | 4,450,000 | |||||||||||||
Class of warrants or rights maturity period | 5 years | 5 years | 5 years | |||||||||||||
Derivative liabilities | $ 9,600,000 | $ 9,600,000 | $ 9,600,000 | |||||||||||||
Private Placement Warrants | Revision of Prior Period, Adjustment [Member] | ||||||||||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||||||||||
Class of warrants or rights exercise price of warrants or rights | $ 11.5 | $ 11.5 | $ 11.5 | |||||||||||||
Temporary equity, shares subject to possible redemption price per share | $ 18 | $ 18 | $ 18 | |||||||||||||
Class of warrants or rights outstanding | 4,450,000 | 4,450,000 | 4,450,000 | |||||||||||||
Class of warrants or rights maturity period | 5 years | 5 years | 5 years | |||||||||||||
Private warrant, not subject to redemption price per share | $ 10 | $ 10 | $ 10 | |||||||||||||
Class A Ordinary Shares | Conversion Of Common Stock Shares From The Previous Company To The Current Company [Member] | ||||||||||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||||||
Class B Ordinary Shares | Conversion Of Common Stock Shares From The Previous Company To The Current Company [Member] | ||||||||||||||||
Description Of Organization Business Operations And Basis Of Presentation [Line Items] | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||||||
[1]For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors |
Description of Business - Sched
Description of Business - Schedule of Restated Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Accrued expenses and other current liabilities | $ 6,934 | $ 3,806 | ||||||||
Total current liabilities | 16,305 | 7,567 | ||||||||
Derivative warrant liabilities | 4,046 | 4,355 | ||||||||
Earn-out liabilities | 2,995 | 0 | ||||||||
Total liabilities | 46,781 | 36,433 | ||||||||
Additional paid-in capital | 422,200 | 135,549 | ||||||||
Accumulated deficit | (255,780) | (207,131) | ||||||||
Total stockholders' equity (deficit) | $ 165,905 | $ 170,100 | [1] | $ 163,983 | [1] | $ (71,528) | $ (57,937) | $ (48,832) | $ (39,368) | $ (32,256) |
As Reported | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Accrued expenses and other current liabilities | 4,428 | 5,230 | ||||||||
Total current liabilities | 11,279 | 11,567 | ||||||||
Derivative warrant liabilities | 8,944 | 24,001 | ||||||||
Earn-out liabilities | 8,925 | 16,949 | ||||||||
Total liabilities | 54,765 | 80,473 | ||||||||
Additional paid-in capital | 401,290 | 382,959 | ||||||||
Accumulated deficit | (227,575) | (217,601) | ||||||||
Total stockholders' equity (deficit) | 173,825 | 165,430 | ||||||||
To Be Adjusted (a) | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Accrued expenses and other current liabilities | 0 | 0 | ||||||||
Total current liabilities | 0 | 0 | ||||||||
Derivative warrant liabilities | 0 | 0 | ||||||||
Earn-out liabilities | (1,070) | (2,527) | ||||||||
Total liabilities | (1,070) | (2,527) | ||||||||
Additional paid-in capital | 6,170 | 6,170 | ||||||||
Accumulated deficit | (5,101) | (3,643) | ||||||||
Total stockholders' equity (deficit) | 1,069 | 2,527 | ||||||||
To Be Adjusted (b) | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Accrued expenses and other current liabilities | 1,590 | 1,478 | ||||||||
Total current liabilities | 1,590 | 1,478 | ||||||||
Derivative warrant liabilities | 0 | 0 | ||||||||
Earn-out liabilities | 0 | 0 | ||||||||
Total liabilities | 1,590 | 1,478 | ||||||||
Additional paid-in capital | 0 | 0 | ||||||||
Accumulated deficit | (1,590) | (1,478) | ||||||||
Total stockholders' equity (deficit) | (1,590) | (1,478) | ||||||||
To Be Adjusted (c) | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Accrued expenses and other current liabilities | 0 | 0 | ||||||||
Total current liabilities | 0 | 0 | ||||||||
Derivative warrant liabilities | 0 | (1,331) | ||||||||
Earn-out liabilities | 0 | 0 | ||||||||
Total liabilities | 0 | (1,331) | ||||||||
Additional paid-in capital | 0 | 0 | ||||||||
Accumulated deficit | 0 | 1,331 | ||||||||
Total stockholders' equity (deficit) | 0 | 1,331 | ||||||||
To Be Adjusted (d) | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Accrued expenses and other current liabilities | 0 | 0 | ||||||||
Total current liabilities | 0 | 0 | ||||||||
Derivative warrant liabilities | 3,204 | 3,827 | ||||||||
Total liabilities | 3,204 | 3,827 | ||||||||
Additional paid-in capital | (445) | (445) | ||||||||
Accumulated deficit | (2,759) | (3,382) | ||||||||
Total stockholders' equity (deficit) | (3,204) | (3,827) | ||||||||
To Be Adjusted | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Accrued expenses and other current liabilities | 1,590 | 1,478 | ||||||||
Total current liabilities | 1,590 | 1,478 | ||||||||
Derivative warrant liabilities | 3,204 | 2,496 | ||||||||
Earn-out liabilities | (1,070) | (2,527) | ||||||||
Total liabilities | 3,724 | 1,447 | ||||||||
Additional paid-in capital | 5,725 | 5,725 | ||||||||
Accumulated deficit | (9,450) | (7,172) | ||||||||
Total stockholders' equity (deficit) | (3,725) | (1,447) | ||||||||
As Restated | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Accrued expenses and other current liabilities | 6,018 | 6,708 | ||||||||
Total current liabilities | 12,869 | 13,045 | ||||||||
Derivative warrant liabilities | 12,148 | 26,497 | ||||||||
Earn-out liabilities | 7,855 | 14,422 | ||||||||
Total liabilities | 58,489 | 81,920 | ||||||||
Additional paid-in capital | 407,015 | 388,684 | ||||||||
Accumulated deficit | (237,025) | (224,773) | ||||||||
Total stockholders' equity (deficit) | $ 170,100 | $ 163,983 | ||||||||
[1]For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors |
Description of Business - Sch_2
Description of Business - Schedule Of Restated Condensed Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Research and development | $ 17,365 | $ 7,484 | $ 44,040 | $ 21,915 | |||||||
Total operating expenses | 33,352 | 11,642 | 87,333 | 32,261 | |||||||
Loss from operations | (31,324) | (9,169) | (82,354) | (26,526) | |||||||
Change in fair value of derivative warrant liabilities | 8,103 | 0 | 19,853 | 0 | |||||||
Change in fair value of earn-out liability | 4,860 | 0 | 17,418 | 0 | |||||||
Total other (expense) income, net | 12,569 | (587) | 33,705 | (1,091) | |||||||
Net loss | $ (18,755) | $ (12,252) | [1] | $ (17,642) | [1] | $ (9,756) | $ (10,074) | $ (7,787) | $ (48,649) | $ (27,617) | |
Net loss per share attributed to common stockholders—basic | $ (0.16) | $ (0.43) | $ (0.51) | $ (1.25) | |||||||
Net loss per share attributed to common stockholders—diluted | $ (0.16) | $ (0.43) | $ (0.51) | $ (1.25) | |||||||
As Reported | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Research and development | 12,634 | 12,449 | $ 25,083 | ||||||||
Total operating expenses | 26,906 | 25,484 | 52,391 | ||||||||
Loss from operations | (25,645) | (23,794) | (49,440) | ||||||||
Change in fair value of derivative warrant liabilities | 8,687 | 5,822 | 14,509 | ||||||||
Change in fair value of earn-out liability | 8,024 | 9,634 | 17,658 | ||||||||
Total other (expense) income, net | 15,671 | 13,324 | 28,996 | ||||||||
Net loss | $ (9,974) | $ (10,470) | $ (20,444) | ||||||||
Net loss per share attributed to common stockholders—basic | $ (0.09) | $ (0.2) | $ (0.24) | ||||||||
Net loss per share attributed to common stockholders—diluted | $ (0.09) | $ (0.2) | $ (0.24) | ||||||||
To Be Adjusted (a) | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Research and development | $ 0 | $ 0 | $ 0 | ||||||||
Total operating expenses | 0 | 0 | 0 | ||||||||
Loss from operations | 0 | 0 | 0 | ||||||||
Change in fair value of derivative warrant liabilities | 0 | 0 | 0 | ||||||||
Change in fair value of earn-out liability | (1,458) | (3,643) | (5,101) | ||||||||
Total other (expense) income, net | (1,458) | (3,643) | (5,101) | ||||||||
Net loss | (1,458) | (3,643) | (5,101) | ||||||||
To Be Adjusted (b) | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Research and development | 113 | 1,478 | 1,590 | ||||||||
Total operating expenses | 113 | 1,478 | 1,590 | ||||||||
Loss from operations | (113) | (1,478) | (1,590) | ||||||||
Change in fair value of derivative warrant liabilities | 0 | 0 | 0 | ||||||||
Change in fair value of earn-out liability | 0 | 0 | 0 | ||||||||
Total other (expense) income, net | 0 | 0 | 0 | ||||||||
Net loss | (113) | (1,478) | (1,590) | ||||||||
To Be Adjusted (c) | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Research and development | 0 | 0 | 0 | ||||||||
Total operating expenses | 0 | 0 | 0 | ||||||||
Loss from operations | 0 | 0 | 0 | ||||||||
Change in fair value of derivative warrant liabilities | (1,331) | 1,331 | 0 | ||||||||
Change in fair value of earn-out liability | 0 | 0 | 0 | ||||||||
Total other (expense) income, net | (1,331) | 1,331 | 0 | ||||||||
Net loss | (1,331) | 1,331 | 0 | ||||||||
To Be Adjusted (d) | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Research and development | 0 | 0 | 0 | ||||||||
Total operating expenses | 0 | 0 | 0 | ||||||||
Loss from operations | 0 | 0 | 0 | ||||||||
Change in fair value of derivative warrant liabilities | 623 | (3,382) | (2,759) | ||||||||
Change in fair value of earn-out liability | 0 | 0 | 0 | ||||||||
Total other (expense) income, net | 623 | (3,382) | (2,759) | ||||||||
Net loss | 623 | (3,382) | (2,759) | ||||||||
To Be Adjusted | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Research and development | 113 | 1,478 | 1,590 | ||||||||
Total operating expenses | $ 100 | 113 | 1,478 | 1,590 | |||||||
Loss from operations | (113) | (1,478) | (1,590) | $ 1,300 | |||||||
Change in fair value of derivative warrant liabilities | (708) | (2,051) | (2,759) | ||||||||
Change in fair value of earn-out liability | (1,458) | (3,643) | (5,101) | ||||||||
Total other (expense) income, net | (2,166) | (5,694) | (7,860) | ||||||||
Net loss | $ (2,279) | $ (7,172) | $ (9,450) | ||||||||
Net loss per share attributed to common stockholders—basic | $ (0.02) | $ (0.13) | $ (0.12) | ||||||||
Net loss per share attributed to common stockholders—diluted | $ (0.02) | $ (0.13) | $ (0.12) | ||||||||
As Restated | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Research and development | $ 12,747 | $ 13,927 | $ 26,673 | ||||||||
Total operating expenses | 27,019 | 26,962 | 53,981 | ||||||||
Loss from operations | (25,758) | (25,272) | (51,030) | ||||||||
Change in fair value of derivative warrant liabilities | 7,979 | 3,771 | 11,750 | ||||||||
Change in fair value of earn-out liability | 6,566 | 5,991 | 12,557 | ||||||||
Total other (expense) income, net | 13,505 | 7,630 | 21,136 | ||||||||
Net loss | $ (12,253) | $ (17,642) | $ (29,894) | ||||||||
Net loss per share attributed to common stockholders—basic | $ (0.11) | $ (0.33) | $ (0.36) | ||||||||
Net loss per share attributed to common stockholders—diluted | $ (0.11) | $ (0.33) | $ (0.36) | ||||||||
[1]For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors |
Description of Business - Sch_3
Description of Business - Schedule of Restated Condensed Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholder's (Deficit) Equity (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Additional Paid-In Capital | $ 422,200 | $ 135,549 | ||||||||
Accumulated deficit | (255,780) | (207,131) | ||||||||
Total Stockholders'(Deficit) Equity | $ 165,905 | $ 170,100 | [1] | $ 163,983 | [1] | $ (71,528) | $ (57,937) | $ (48,832) | $ (39,368) | $ (32,256) |
As Reported | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Additional Paid-In Capital | 401,290 | 382,959 | ||||||||
Accumulated deficit | (227,575) | (217,601) | ||||||||
Total Stockholders'(Deficit) Equity | 173,825 | 165,430 | ||||||||
To Be Adjusted (a) | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Additional Paid-In Capital | 6,170 | 6,170 | ||||||||
Accumulated deficit | (5,101) | (3,643) | ||||||||
Total Stockholders'(Deficit) Equity | 1,069 | 2,527 | ||||||||
To Be Adjusted (b) | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Additional Paid-In Capital | 0 | 0 | ||||||||
Accumulated deficit | (1,590) | (1,478) | ||||||||
Total Stockholders'(Deficit) Equity | (1,590) | (1,478) | ||||||||
To Be Adjusted (c) | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Additional Paid-In Capital | 0 | 0 | ||||||||
Accumulated deficit | 0 | 1,331 | ||||||||
Total Stockholders'(Deficit) Equity | 0 | 1,331 | ||||||||
To Be Adjusted (d) | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Additional Paid-In Capital | (445) | (445) | ||||||||
Accumulated deficit | (2,759) | (3,382) | ||||||||
Total Stockholders'(Deficit) Equity | (3,204) | (3,827) | ||||||||
To Be Adjusted | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Additional Paid-In Capital | 5,725 | 5,725 | ||||||||
Accumulated deficit | (9,450) | (7,172) | ||||||||
Total Stockholders'(Deficit) Equity | (3,725) | (1,447) | ||||||||
As Restated | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Additional Paid-In Capital | 407,015 | 388,684 | ||||||||
Accumulated deficit | (237,025) | (224,773) | ||||||||
Total Stockholders'(Deficit) Equity | $ 170,100 | $ 163,983 | ||||||||
[1]For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors |
Description of Business - Sch_4
Description of Business - Schedule of Restated Condensed Consolidated Statement of Cash Flows (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net loss | $ (48,649,000) | $ (27,617,000) | |||||
Accrued expenses and other current liabilities | 3,469,000 | 848,000 | |||||
Change in fair value of derivate warrant liabilities | $ (8,103,000) | $ 0 | (19,853,000) | 0 | |||
Change in fair value of earn-out liability | $ (4,860,000) | $ 0 | (17,418,000) | 0 | |||
Net cash in operating activities | $ (48,482,000) | $ (22,538,000) | |||||
As Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net loss | $ (10,470,000) | $ (20,444,000) | |||||
Accrued expenses and other current liabilities | 2,606,000 | 967,000 | |||||
Change in fair value of derivate warrant liabilities | $ (8,687,000) | (5,822,000) | (14,509,000) | ||||
Change in fair value of earn-out liability | (8,024,000) | (9,634,000) | (17,658,000) | ||||
Net cash in operating activities | (15,721,000) | (35,085,000) | |||||
To Be Adjusted (a) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net loss | (3,643,000) | (5,101,000) | |||||
Accrued expenses and other current liabilities | 0 | 0 | |||||
Change in fair value of derivate warrant liabilities | 0 | 0 | 0 | ||||
Change in fair value of earn-out liability | 1,458,000 | 3,643,000 | 5,101,000 | ||||
Net cash in operating activities | 0 | 0 | |||||
To Be Adjusted (b) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net loss | (1,478,000) | (1,590,000) | |||||
Accrued expenses and other current liabilities | 1,478,000 | 1,590,000 | |||||
Change in fair value of derivate warrant liabilities | 0 | 0 | 0 | ||||
Change in fair value of earn-out liability | 0 | 0 | 0 | ||||
Net cash in operating activities | 0 | 0 | |||||
To Be Adjusted (c) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net loss | 1,331,000 | 0 | |||||
Accrued expenses and other current liabilities | 0 | 0 | |||||
Change in fair value of derivate warrant liabilities | 1,331,000 | (1,331,000) | 0 | ||||
Change in fair value of earn-out liability | 0 | 0 | 0 | ||||
Net cash in operating activities | 0 | 0 | |||||
To Be Adjusted (d) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net loss | (3,382,000) | (2,759,000) | |||||
Accrued expenses and other current liabilities | 0 | 0 | |||||
Change in fair value of derivate warrant liabilities | (623,000) | 3,382,000 | 2,759,000 | ||||
Change in fair value of earn-out liability | 0 | 0 | 0 | ||||
Net cash in operating activities | 0 | 0 | |||||
To Be Adjusted | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net loss | (7,172,000) | (9,450,000) | |||||
Accrued expenses and other current liabilities | 1,478,000 | 1,590,000 | |||||
Change in fair value of derivate warrant liabilities | 708,000 | 2,051,000 | 2,759,000 | ||||
Change in fair value of earn-out liability | 1,458,000 | 3,643,000 | 5,101,000 | ||||
Net cash in operating activities | 0 | 0 | |||||
As Restated | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net loss | (17,642,000) | (29,894,000) | |||||
Accrued expenses and other current liabilities | 4,084,000 | 2,557,000 | |||||
Change in fair value of derivate warrant liabilities | (7,979,000) | (3,771,000) | (11,750,000) | ||||
Change in fair value of earn-out liability | $ (6,566,000) | (5,991,000) | (12,557,000) | ||||
Net cash in operating activities | $ (15,721,000) | $ (35,085,000) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) OperatingSegment ReportingSegment $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Cash equivalents | $ 0 | ||||
Number of operating segments | OperatingSegment | 1 | ||||
Number of reporting segments | ReportingSegment | 1 | ||||
Deferred offering costs | $ 700 | $ 700 | |||
Revenues | $ 2,804 | $ 2,919 | $ 7,042 | $ 6,818 | |
Period for which the convertible debt must remain outstanding for an emerging growth company to become a large accelarated filer | 3 years | ||||
Class of warrants or rights outstanding | shares | 2,680,607 | 2,680,607 | 2,680,596 | ||
Change in fair value of earn-out liability | $ 4,860 | $ 0 | $ 17,418 | 0 | |
Offering costs incurred | 1,700 | 2,600 | |||
Deferred offering costs incurred | 0 | $ 0 | |||
RGTI Common Stock Purchase Agreement [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Offering costs incurred | $ 700 | ||||
Service Based And Performance Based Restricted Stock Units [Member] | 2013 Equity Incentive Plan | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Share based compensation by share based award requisite service period | 4 years | ||||
Sponsor [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Period of earnout shares | 5 years | ||||
Sponsor [Member] | Earnout Liability [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Business combination contingent consideration liability at fair value | $ 3,000 | $ 3,000 | |||
Private Placement Warrants [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Class of warrants or rights outstanding | shares | 4,450,000 | 4,450,000 | |||
Class of warrants or rights exercise price of warrants or rights | $ / shares | $ 11.5 | $ 11.5 | |||
Class of warrants or rights maturity period | 5 years | 5 years | |||
Derivative liabilities | $ 9,600 | $ 9,600 | |||
Financial liabilities at fair value | $ 2,200 | $ 2,200 | |||
Public Warrants [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Class of warrants or rights outstanding | shares | 8,625,000 | 8,625,000 | |||
Class of warrants or rights exercise price of warrants or rights | $ / shares | $ 11.5 | $ 11.5 | |||
Class of warrants or rights maturity period | 5 years | 5 years | |||
Derivative liabilities | $ 16,300 | $ 16,300 | |||
Financial liabilities at fair value | $ 1,900 | $ 1,900 | |||
Public Warrants [Member] | Number Of Shares Which The Warrant Holders Are Entiled To Exercise Per Share In Case Effective Registration Statement Is Not Filed [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Class of warrants or rights number of securities covered by each warrant or right | shares | 0.361 | 0.361 | |||
Revenue from Rights Concentration Risk [Member] | Revenue [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 100% | 100% | 100% | 100% | |
Revenue from Rights Concentration Risk [Member] | Revenue [Member] | Government Entities [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 77.26% | 84.41% | 74.08% | 79.55% | |
Maximum [Member] | Share-based Payment Arrangement, Option [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Share based compensation by share based award requisite service period | 5 years | ||||
Minimum [Member] | Share-based Payment Arrangement, Option [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Share based compensation by share based award requisite service period | 1 year | ||||
Minimum [Member] | Condition For An Emerging Growth Company To Become A Large Accelarated Filer [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Revenues | $ 1,240,000 | ||||
Public float | $ 700,000 | 700,000 | |||
Convertible debt | $ 1,000,000 | $ 1,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Cash Cash Equivalents and Short Term Investments (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Cash and Cash Equivalents | $ 73,837 | $ 11,729 |
Restricted cash | 117 | 317 |
Total cash and restricted cash | $ 73,954 | $ 12,046 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Inputs Into the Respective Models (Detail) | Sep. 30, 2022 shares yr | Mar. 02, 2022 shares yr | |
Stock Price | |||
Disclosure In Tabular Form Of Assumptions Based On Significant Unobservable Inputs Used In The Valuation Of Earn out Liability Arising Out Of Business Combination [Line Items] | |||
Valuation Assumptions | 1.88 | 9.43 | |
Simulated trading days | |||
Disclosure In Tabular Form Of Assumptions Based On Significant Unobservable Inputs Used In The Valuation Of Earn out Liability Arising Out Of Business Combination [Line Items] | |||
Valuation Assumptions | [1] | 1,114 | 1,198 |
Volatility (annual) | |||
Disclosure In Tabular Form Of Assumptions Based On Significant Unobservable Inputs Used In The Valuation Of Earn out Liability Arising Out Of Business Combination [Line Items] | |||
Valuation Assumptions | 80.3 | 30.5 | |
Risk-free Rate | |||
Disclosure In Tabular Form Of Assumptions Based On Significant Unobservable Inputs Used In The Valuation Of Earn out Liability Arising Out Of Business Combination [Line Items] | |||
Valuation Assumptions | 4.07 | 1.74 | |
Estimated time to expiration | |||
Disclosure In Tabular Form Of Assumptions Based On Significant Unobservable Inputs Used In The Valuation Of Earn out Liability Arising Out Of Business Combination [Line Items] | |||
Valuation Assumptions | yr | 4.42 | 5 | |
[1]As revised and discussed in Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary Of Earnings Per Share Basic And Diluted (Detail) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Customer A [Member] | ||||
Schedule of Transition Period Comparative Data line items [Line Items] | ||||
Concentration Risk, Percentage | 35% | 26% | 20% | |
Customer B [Member] | ||||
Schedule of Transition Period Comparative Data line items [Line Items] | ||||
Concentration Risk, Percentage | 23% | 16% | 20% | 18% |
Customer C [Member] | ||||
Schedule of Transition Period Comparative Data line items [Line Items] | ||||
Concentration Risk, Percentage | 18% | 14% | 18% | 19% |
Customer D [Member] | ||||
Schedule of Transition Period Comparative Data line items [Line Items] | ||||
Concentration Risk, Percentage | 14% | 17% | 25% | |
Customer E [Member] | ||||
Schedule of Transition Period Comparative Data line items [Line Items] | ||||
Concentration Risk, Percentage | 42% | 16% | ||
Customer F [Member] | ||||
Schedule of Transition Period Comparative Data line items [Line Items] | ||||
Concentration Risk, Percentage | 28% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Customers Accounts Receivable (Detail) - Customer Concentration Risk [Member] - Accounts Receivable [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Customer A [Member] | ||
Disclosure In Tabular Form Of Concentration Of Accounts Recievable [Line Items] | ||
Concentration Risk, Percentage | 44% | |
Customer B [Member] | ||
Disclosure In Tabular Form Of Concentration Of Accounts Recievable [Line Items] | ||
Concentration Risk, Percentage | 27% | 34% |
Customer C [Member] | ||
Disclosure In Tabular Form Of Concentration Of Accounts Recievable [Line Items] | ||
Concentration Risk, Percentage | 21% | 35% |
Customer D [Member] | ||
Disclosure In Tabular Form Of Concentration Of Accounts Recievable [Line Items] | ||
Concentration Risk, Percentage | 29% |
Business Combination - Summary
Business Combination - Summary of Net proceeds from Business Combination and PIPE financing (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items] | ||
Cash—SNII trust and cash (net of redemption) | $ 115,879 | |
Cash – PIPE | 147,510 | |
Cash—SNII operating account | 325 | |
Less: SNII transaction cost | (38,110) | |
Net Proceeds from Business Combination and PIPE | $ 225,604 | $ 0 |
Business Combination - Summar_2
Business Combination - Summary of Net proceeds from Business Combination and PIPE financing (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items] | ||||
Business combination transaction costs | $ 20,650 | |||
Adjustment to additional paid in capital business combination transaction costs | $ 19,750 | |||
Business combination transaction costs expensed | 900 | |||
Payment of transaction costs through cash | $ 0 | 16,700 | ||
Adjustment to additional paid in combination business combination proceed net of transaction costs | 159,550 | |||
Proceeds from business combination net of transaction costs paid | 225,604 | $ 0 | ||
Adjustment to additional paid in capital earn-out liabilities | 20,400 | |||
Public Warrants [Member] | ||||
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items] | ||||
Adjustment to additional paid in capital adjustment for warrant liabilities | 16,300 | |||
Private Warrants [Member] | ||||
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items] | ||||
Adjustment to additional paid in capital adjustment for warrant liabilities | $ 9,600 |
Business Combination - Summar_3
Business Combination - Summary of Consummation of the Business Combination (Detail) | 9 Months Ended |
Sep. 30, 2022 shares | |
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items] | |
Shares issued in PIPE | 14,641,244 |
Business Combination and PIPE shares | 34,850,706 |
Common stock—Legacy Rigetti | 18,221,069 |
Common stock—exercise of Legacy Rigetti stock options immediately prior to the closing | 1,123,539 |
Common stock—exercise of Legacy Rigetti warrants immediately prior to the closing | 2,234,408 |
Ending balance, shares | 113,810,285 |
Common Class A [Member] | Status Of Shares Outstanding Before Business Combination [Member] | |
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items] | |
Beginning balance, shares | 34,500,000 |
Less: redemption of SNII Class A ordinary shares | (22,915,538) |
Common Stock — SNII Class ordinary shares | 11,584,462 |
Common Class B [Member] | |
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items] | |
Common Stock — SNII Class ordinary shares | 8,625,000 |
Series C Redeemable Convertible Preferred Stock [Member] | |
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items] | |
Common stock—upon conversion of Legacy Rigetti Series preferred stock | 54,478,261 |
Series C One Redeemable Convertible Preferred Stock [Member] | |
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items] | |
Common stock—upon conversion of Legacy Rigetti Series preferred stock | 2,902,302 |
Business Combination - Summar_4
Business Combination - Summary of Consummation of the Business Combination (Parenthetical) (Detail) | Sep. 30, 2022 shares |
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items] | |
Shares outstanding | 113,810,285 |
Common stock shares exchange ratio | 0.787 |
Series C Redeemable Convertible Preferred Stock [Member] | |
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items] | |
Conversion from temporary equity to permanent equity exchange ratio | 1 |
Series C One Redeemable Convertible Preferred Stock [Member] | |
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items] | |
Conversion from temporary equity to permanent equity exchange ratio | 8 |
Promote Sponsor Vesting Shares [Member] | |
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items] | |
Shares outstanding | 2,479,000 |
Sponsor Redemption Based Vesting Shares [Member] | |
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items] | |
Shares outstanding | 580,273 |
Business Combination - Addition
Business Combination - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 $ / shares shares | Mar. 02, 2022 shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 $ / shares shares | Dec. 23, 2021 USD ($) $ / shares shares | Dec. 01, 2021 USD ($) $ / shares shares | |
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Common stock shares authorized | shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 134,050,472 | ||||
Preferred stock shares authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 0 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock number of votes per share | 1 | 1 | 1 | |||||
Preferred stock, shares issued | shares | 0 | 0 | 0 | 0 | ||||
Preferred stock, Outstanding | shares | 0 | 0 | 0 | 0 | ||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Class of warrants or rights outstanding exercise price per share of the resulting company due to business combination | 11.5 | 11.5 | 11.5 | |||||
Class of warrants or rights number of shares covered by each warrant or right in the resulting company due to business combination | 1 | 1 | 1 | |||||
Temporary equity of previous company converted into permanent equity of the resultant company par or stated value per share | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||||
Common stock shares exchange ratio | 0.787 | 0.787 | 0.787 | |||||
Common stock shares issued as a result of exchange | shares | 78,959,579 | 78,959,579 | 78,959,579 | |||||
Number of trading days for determining the share price | 20 days | 20 days | ||||||
Proceeds from Business Combination, net of transaction costs paid | $ | $ 225,604 | $ 0 | ||||||
One-time bonus | $ | $ 0 | 2,100 | ||||||
Sponsor Agreement [Member] | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Proceeds from Business Combination, net of transaction costs paid | $ | $ 19,750 | |||||||
Common Class A [Member] | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Common stock of previous company converted into current company common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common Class B [Member] | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Common stock of previous company converted into current company common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Supernova Acquistion [Member] | Sponsor Agreement [Member] | Tranche One [Member] | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Shares subject to vesting | shares | 2,479,000 | 2,479,000 | 2,479,000 | |||||
Volume weighted average price per share | $ 12.5 | |||||||
Shares subject to vesting maximum period | 5 years | |||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||
Supernova Acquistion [Member] | Sponsor Agreement [Member] | Tranche Two [Member] | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Shares subject to vesting | shares | 580,273 | 580,273 | 580,273 | |||||
Volume weighted average price per share | $ 15 | |||||||
Shares subject to vesting maximum period | 5 years | |||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||
Supernova Acquistion [Member] | Initial Subscription Agreement [Member] | Private Investment In Public Equity Investors [Member] | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Common stock shares subscribed but not issued | shares | 10,251,000 | |||||||
Shares issued price per share | $ 10 | |||||||
Common stock shares subscribed but not issued value | $ | $ 102,500 | |||||||
Supernova Acquistion [Member] | Subsequent Subscription Agreement [Member] | Private Investment In Public Equity Investors [Member] | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Common stock shares subscribed but not issued | shares | 4,390,244 | |||||||
Shares issued price per share | $ 10.25 | |||||||
Common stock shares subscribed but not issued value | $ | $ 45,000 |
Investments - Summary of Avail
Investments - Summary of Available For Sale Securities Continuous Unrealized Loss Position Fair Value (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | $ 120,527 |
Gross Unrealized Holding Loss | (356) |
Fair Value as | 120,171 |
United States Treasury Securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 58,066 |
Gross Unrealized Holding Loss | (339) |
Fair Value as | 57,727 |
Corporate Bonds | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 3,572 |
Gross Unrealized Holding Loss | (17) |
Fair Value as | 3,555 |
Commercial Papers | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 25,904 |
Gross Unrealized Holding Loss | 0 |
Fair Value as | 25,904 |
Money Market Funds | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 32,985 |
Gross Unrealized Holding Loss | 0 |
Fair Value as | $ 32,985 |
Investments - Additional Inform
Investments - Additional Information (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Securities, Available-for-Sale [Line Items] | |
Investment securities | $ 120,171 |
US Treasury Securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Investment securities | 57,727 |
Corporate Bonds | |
Debt Securities, Available-for-Sale [Line Items] | |
Investment securities | 3,555 |
Commercial Paper | |
Debt Securities, Available-for-Sale [Line Items] | |
Investment securities | 25,904 |
Money Market Fund | |
Debt Securities, Available-for-Sale [Line Items] | |
Investment securities | $ 32,985 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Disaggregation of Revenue [Line Items] | |
Transaction price allocated to remaining performance obligations | $ 9.3 |
Remainder Of Two Thousand And Twenty Two [Member] | |
Disaggregation of Revenue [Line Items] | |
Transaction price allocated to remaining performance obligations | 3.3 |
2023 [Member] | |
Disaggregation of Revenue [Line Items] | |
Transaction price allocated to remaining performance obligations | $ 6 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 2,804 | $ 2,919 | $ 7,042 | $ 6,818 |
Revenue recognized at a point in time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Revenue recognized over time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,804 | 2,919 | 7,042 | 6,818 |
Collaborative research and other professional services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,990 | 2,405 | 4,982 | 4,951 |
Access to quantum computing systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 814 | $ 514 | $ 2,060 | $ 1,867 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Capitalized Contract Cost [Line Items] | ||
Trade receivables, net | $ 1,143 | $ 961 |
Unbilled receivables | 1,152 | 582 |
Deferred revenue - current | $ 811 | $ 985 |
Revenue Recognition - Summary_3
Revenue Recognition - Summary of Change in Contract with Customer, Asset and Liability (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Capitalized Contract Cost [Line Items] | |
Deferral of revenue | $ (384) |
Recognition of deferred revenue | 558 |
Balance at end of period | $ (811) |
Commitments and Contingencies -
Commitments and Contingencies - Summary Of Lessee Operating Lease Liability Maturity (Detail) - Rigetti Holdings [Member] $ in Thousands | Sep. 30, 2022 USD ($) |
Remainder of 2022 | $ 376 |
2023 | 1,262 |
2024 | 1,299 |
2025 | 1,338 |
2026 | 1,379 |
Thereafter | 4,006 |
Total minimum future lease payments | $ 9,660 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Straight Line Rent Adjustments | $ 0.5 | $ 0.3 | $ 1.3 | $ 1.1 | |
Deferred Rent Credit, Current | $ 0.4 | $ 0.4 | $ 0.4 |
Financing Arrangements - Schedu
Financing Arrangements - Scheduled principal payments on total outstanding debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
2022 | $ 702 | $ 702 |
2023 | 9,273 | 8,682 |
2024 | 12,914 | 11,008 |
2025 | 8,734 | 6,608 |
2026 | 377 | 0 |
Loan payable, long term | $ 32,000 | $ 27,000 |
Financing Arrangements - Long
Financing Arrangements - Long term debt and the unamortized discount (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | May 31, 2021 |
Outstanding principal amount | $ 32,000 | $ 27,000 | |
Add: accreted liability of final payment fee | 333 | 125 | |
Less: unamortized debt discount, long term | (1,583) | (1,618) | $ (2,800) |
Less: current portion of long term debt principal | (7,751) | (1,291) | |
Debt - net of current portion | 22,999 | 24,216 | |
Current portion of long term debt-principal | 7,751 | 1,291 | |
Less: current portion of unamortized debt discount | (917) | (716) | |
Debt-current portion | $ 6,834 | $ 575 |
Financing Arrangements - Additi
Financing Arrangements - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Jan. 31, 2022 | May 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2021 | |
Line of Credit Facility [Line Items] | ||||||||
Debt issuance costs | $ 2,800,000 | $ 1,583,000 | $ 1,583,000 | $ 1,618,000 | ||||
Interest expense | $ 1,436,000 | $ 589,000 | 3,811,000 | $ 1,077,000 | ||||
Amortization of debt issuance cost | $ 1,072,000 | $ 0 | ||||||
Common Stock warrants [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 783,129 | 783,129 | 313,252 | |||||
Loan and Security Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11% | |||||||
Debt instrument payment fee, Percentage | 2.75% | |||||||
Interest expense | $ 1,400,000 | $ 3,800,000 | ||||||
Accretion Expense | 76,500 | 211,200 | ||||||
Debt Related Commitment Fees | 72,800 | 189,100 | ||||||
Amortization of debt issuance cost | 256,100 | 671,600 | ||||||
unamortized issuance cost | $ 2,500,000 | $ 2,500,000 | ||||||
Debt Instrument, Frequency of Periodic Payment | payable monthly | |||||||
Loan and Security Agreement [Member] | Prime Rate [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Description of Variable Rate Basis | US Prime Rate plus 7.50% per annum | |||||||
Debt Instrument, Variable Rate | 7.50% | |||||||
Loan and Security Agreement [Member] | Maximum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 25.41% | 25.41% | ||||||
Loan and Security Agreement [Member] | Minimum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 19.42% | 19.42% | ||||||
Tranche A [Member] | Loan and Security Agreement [Member] | Venture Capital [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,000,000 | |||||||
Tranche B [Member] | Loan and Security Agreement [Member] | Venture Capital [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000,000 | |||||||
Line of Credit Facility, Current Borrowing Capacity | 8,000,000 | |||||||
Line of Credit Facility, Remaining Borrowing Capacity | 7,000,000 | |||||||
Withdrawn Credit Facility | $ 7,000,000 | |||||||
Class of warrants issued during period | 995,099 | |||||||
Tranche B [Member] | Loan and Security Agreement [Member] | Maximum [Member] | Venture Capital [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Term | 48 months | |||||||
Tranche B [Member] | Loan and Security Agreement [Member] | Minimum [Member] | Venture Capital [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Payment Terms | 19 months | |||||||
Tranche C [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11% | |||||||
Debt Related Commitment Fees | $ 1,000,000 | |||||||
Debt Instrument, Face Amount | $ 5,000,000 | |||||||
Debt Instrument, Payment Terms | 19 months | |||||||
Debt Instrument, Frequency of Periodic Payment | payable monthly | |||||||
Debt Instrument, Maturity Date | Feb. 01, 2026 | |||||||
Percentage of debt related cost paid upon the consummation of merger | 20 | |||||||
Debt instrument, repurchase amount | $ 75,000,000 | |||||||
Debt instrument, fee amount | $ 5,000,000 | |||||||
Percentage of advanced funds under the amendment | 20% | |||||||
Tranche C [Member] | Prime Rate [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt Instrument, Description of Variable Rate Basis | US Prime Rate plus 7.50% per annum | |||||||
Debt Instrument, Variable Rate | 7.50% |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock - Additional Information (Detail) - $ / shares | Sep. 30, 2022 | Mar. 02, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | |||
Preferred stock, authorized | 10,000,000 | 10,000,000 | 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Series C Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Preferred stock, authorized | 73,389,000 | ||
Series C-1 Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Preferred stock, authorized | 62,537,577 | ||
Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Preferred stock, par value | $ 0.000001 |
Common Stock - Summary of Conve
Common Stock - Summary of Conversions of Stock (Detail) | Sep. 30, 2022 shares |
Conversion of Stock [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 40,370,398 |
Stock-Based Awards—Options Outstanding | |
Conversion of Stock [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 8,307,065 |
Stock-Based Awards—RSUs Outstanding | |
Conversion of Stock [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 14,797,277 |
Common Stock Warrants | |
Conversion of Stock [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 17,266,056 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 14, 2022 | Aug. 11, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Mar. 02, 2022 | Dec. 31, 2021 | |
Conversion of Stock [Line Items] | ||||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 134,050,472 | |||
Common Stock, Voting Rights | one vote | |||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 | 0 | ||
Preferred stock, shares issued | 0 | 0 | 0 | |||
Preferred stock, Outstanding | 0 | 0 | 0 | |||
Common Stock, Shares, Outstanding | 23,648,889 | 122,739,804 | 122,739,804 | 18,221,069 | ||
Percentage of total aggregate number (or volume) of shares of Common Stock traded on The Nasdaq Capital Market | 20% | |||||
Sale of Stock, Price Per Share | $ 0.2 | |||||
Percentage of the aggregate number of shares of common stock issued and outstanding immediately prior to the execution of the agreement. | 19.99% | |||||
RGTI Common Stock Purchase Agreement [Member] | ||||||
Conversion of Stock [Line Items] | ||||||
Stock issued during period, shares, issued for services | 171,008 | 171,008 | 171,008 | |||
Common Class A [Member] | Common Stock Purchase Agreement [Member] | ||||||
Conversion of Stock [Line Items] | ||||||
Common Stock, Value, Subscriptions | $ 75 |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) $ / shares shares | Mar. 02, 2022 | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 shares | Mar. 31, 2021 shares | Jan. 31, 2021 $ / shares shares | |
Class Of Warrant Or Right [Line Items] | |||||||
Warrants outstanding | 2,680,607 | 2,680,607 | 2,680,607 | 2,680,596 | |||
Adjustment to additional paid in capital warrants issued | $ | $ 1,200,000 | ||||||
Share price | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Number of trading days for determining the share price | 20 days | 20 days | |||||
Public Warrants | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Warrants outstanding | 8,625,000 | 8,625,000 | 8,625,000 | ||||
Exercise price of warrants | $ / shares | $ 11.5 | $ 11.5 | $ 11.5 | ||||
Warrants and rights outstanding, term | 5 years | 5 years | 5 years | ||||
Share price | $ / shares | $ 18 | $ 18 | $ 18 | ||||
Number of trading days for determining the share price | 20 days | ||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||
Waiting period after which the share trading days are considered | 30 days | ||||||
Common Stock Warrants | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 783,129 | 783,129 | 783,129 | 313,252 | |||
Warrants To Purchase Class A Common Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Exercise price of warrants | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Class of warrants or rights warrants issued during the period units | 5,248,183 | ||||||
Warrants and rights outstanding, term | 10 years | 10 years | 10 years | ||||
Customer Warrants [Member] | Class A Ordinary Shares | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Exercise price of warrants | $ / shares | $ 1.152 | ||||||
Warrants and rights outstanding, term | 10 years | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,680,607 | ||||||
Deferred asset reduction of revenue | $ | $ 2,500 | $ 6,300 | |||||
Deferred assets in connection with warrants issued to customer | $ | $ 88,800 | $ 88,800 | $ 88,800 | ||||
Customer Warrants [Member] | Class A Ordinary Shares | Maximum [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Class Of Warrants Vesting Percentage | 100 | ||||||
Customer Warrants [Member] | Class A Ordinary Shares | Minimum [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Class Of Warrants Vesting Percentage | 50 | ||||||
Trinity Warrants [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Class of warrant or right issued during period, Warrants | 469,877 | ||||||
Class of Warrants or Rights Aggregate Fair Value of Warrants at the Time of Grant | $ | $ 2,700,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 783,129 | 783,129 | 783,129 |
Warrants - Schedule Of Fair Val
Warrants - Schedule Of Fair Value Of The Private Placement Warrant Measured Using Black Scholes Approach (Details) | Sep. 30, 2022 yr | Jun. 02, 2022 yr | Mar. 02, 2022 yr |
Measurement Input, Share Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 8.23 | ||
Measurement Input, Share Price [Member] | Private Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 1.88 | ||
Measurement Input, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.27 | ||
Measurement Input, Exercise Price [Member] | Private Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 11.5 | ||
Measurement Input, Price Volatility (annual) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 105.1 | ||
Measurement Input, Price Volatility (annual) [Member] | Private Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 79.22 | ||
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 2.94 | ||
Measurement Input, Risk Free Interest Rate [Member] | Private Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 4.07 | ||
Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 9 | ||
Measurement Input, Expected Term [Member] | Private Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 4.422 | ||
Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0 | ||
Measurement Input, Expected Dividend Rate [Member] | Private Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0 | ||
AtInitialRecognition [Member] | Measurement Input, Share Price [Member] | Private Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 9.43 | ||
AtInitialRecognition [Member] | Measurement Input, Exercise Price [Member] | Private Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 11.5 | ||
AtInitialRecognition [Member] | Measurement Input, Price Volatility (annual) [Member] | Private Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 30.66 | ||
AtInitialRecognition [Member] | Measurement Input, Risk Free Interest Rate [Member] | Private Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 1.74 | ||
AtInitialRecognition [Member] | Measurement Input, Expected Term [Member] | Private Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 5 | ||
AtInitialRecognition [Member] | Measurement Input, Expected Dividend Rate [Member] | Private Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and rights outstanding, measurement input | 0 |
Warrants - Schedule Of Fair V_2
Warrants - Schedule Of Fair Value Of The Trinity Warrant liabilities Measured Using Black Scholes Approach (Details) | Jun. 02, 2022 yr |
Measurement Input, Share Price [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 8.23 |
Measurement Input, Exercise Price [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 0.27 |
Measurement Input, Price Volatility (annual) [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 105.1 |
Measurement Input, Risk Free Interest Rate [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 2.94 |
Measurement Input, Expected Term [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 9 |
Measurement Input, Expected Dividend Rate [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input | 0 |
Warrants - Summary of Vesting S
Warrants - Summary of Vesting Status of the Customer Warrant (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Disclosure Of Vesting Status Of Warrants [Line Items] | ||
Warrants outstanding | 2,680,607 | 2,680,596 |
Vested Customer Warrants [Member] | ||
Disclosure Of Vesting Status Of Warrants [Line Items] | ||
Warrants outstanding | 1,340,297 | 1,072,237 |
Unvested Customer Warrants [Member] | ||
Disclosure Of Vesting Status Of Warrants [Line Items] | ||
Warrants outstanding | 1,340,310 | 1,608,359 |
Forward Warrant Agreement - Add
Forward Warrant Agreement - Additional Information (Detail) - Forward Warrant Agreement [Member] - Rigetti [Member] - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Derivative liabilities | $ 0.2 | ||
Derivative asset | 1.9 | ||
Ampere | |||
Class of Warrant or Right [Line Items] | |||
Proceeds from Issuance of Warrants | $ 10 | ||
Stock issued during period number of warrants issued | 1,000,000 | ||
Exercise price of warrants | $ 0.0001 | ||
Ampere | Share-based Payment Arrangement, Tranche One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Business combination consideration to be paid | $ 5 | $ 5 | |
Share based compensation arrangement share based payment award options vested and exercisable | 500,000 | ||
Ampere | Share-based Payment Arrangement, Tranche Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Business combination consideration to be paid | $ 5 | ||
Share based compensation arrangement share based payment award options vested and exercisable | 500,000 |
Forward Warrant Agreement - Sum
Forward Warrant Agreement - Summary of Fair Value Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques (Detail) - Forward Warrant Agreement [Member] | Sep. 30, 2022 yr |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 1.017 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 4.01 |
Measurement Input Probability of the Contingency Occurrence [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 50 |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 1.88 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 | ||
Assets: | ||
Assets | $ 90,712 | |
Liabilities: | ||
Derivative liabilities | 1,865 | $ 0 |
Fair Value, Inputs, Level 1 | Money Market Fund | ||
Assets: | ||
Assets | 32,985 | |
Fair Value, Inputs, Level 1 | US Treasury Securities | ||
Assets: | ||
Assets | 57,727 | |
Fair Value, Inputs, Level 1 | US Government Corporations and Agencies Securities | ||
Assets: | ||
Assets | 0 | |
Fair Value, Inputs, Level 1 | Commercial Paper | ||
Assets: | ||
Assets | 0 | |
Fair Value, Inputs, Level 2 | ||
Assets: | ||
Assets | 29,459 | |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | Money Market Fund | ||
Assets: | ||
Assets | 0 | |
Fair Value, Inputs, Level 2 | US Treasury Securities | ||
Assets: | ||
Assets | 0 | |
Fair Value, Inputs, Level 2 | US Government Corporations and Agencies Securities | ||
Assets: | ||
Assets | 3,555 | |
Fair Value, Inputs, Level 2 | Commercial Paper | ||
Assets: | ||
Assets | 25,904 | |
Fair Value, Inputs, Level 2 | Earn out Liability | ||
Liabilities: | ||
Earn-out Liability | 0 | |
Fair Value, Inputs, Level 3 | ||
Assets: | ||
Assets | 1,930 | |
Liabilities: | ||
Derivative liabilities | 5,176 | 4,585 |
Fair Value, Inputs, Level 3 | Money Market Fund | ||
Assets: | ||
Assets | 0 | |
Fair Value, Inputs, Level 3 | US Treasury Securities | ||
Assets: | ||
Assets | 0 | |
Fair Value, Inputs, Level 3 | US Government Corporations and Agencies Securities | ||
Assets: | ||
Assets | 0 | |
Fair Value, Inputs, Level 3 | Commercial Paper | ||
Assets: | ||
Assets | 0 | |
Fair Value, Inputs, Level 3 | Earn out Liability | ||
Liabilities: | ||
Earn-out Liability | 2,995 | |
Trinity Warrants | Fair Value, Inputs, Level 1 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Trinity Warrants | Fair Value, Inputs, Level 2 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Trinity Warrants | Fair Value, Inputs, Level 3 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 4,355 | |
Public Warrants | Fair Value, Inputs, Level 1 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 1,865 | |
Public Warrants | Fair Value, Inputs, Level 2 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Private Warrants | Fair Value, Inputs, Level 1 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Private Warrants | Fair Value, Inputs, Level 2 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Private Warrants | Fair Value, Inputs, Level 3 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 2,181 | |
Forward warrant agreement | Fair Value, Inputs, Level 1 | ||
Assets: | ||
Forward Warrant Agreement | 0 | |
Forward warrant agreement | Fair Value, Inputs, Level 1 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Forward warrant agreement | Fair Value, Inputs, Level 2 | ||
Assets: | ||
Forward Warrant Agreement | 0 | |
Forward warrant agreement | Fair Value, Inputs, Level 2 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Forward warrant agreement | Fair Value, Inputs, Level 3 | ||
Assets: | ||
Forward Warrant Agreement | $ 1,930 | |
Forward warrant agreement | Fair Value, Inputs, Level 3 | Derivative | ||
Liabilities: | ||
Derivative liabilities | $ 230 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary Of Change in Fair Value of Derivative Liabilities (Detail) - Fair Value, Inputs, Level 3 $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) | ||
Forward Warrant Agreement [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Balance—December 31, 2021 | $ 230 | |
Change in fair values | (5,465) | |
Extinguishment due to exercise of the warrants | 3,305 | |
Balance—September 30, 2022 | (1,930) | |
Earn out Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Initial measurement (as restated and discussed in Note 1) on March 2, 2022 upon Business Combination (Note 3) | 20,413 | [1] |
Change in fair values | (17,418) | |
Balance—September 30, 2022 | 2,995 | |
Trinity Warrants [Member] | Derivative Warrant Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Balance—December 31, 2021 | 4,355 | |
Change in fair values | 2,015 | |
Extinguishment due to exercise of the warrants | (6,370) | |
Balance—September 30, 2022 | 0 | |
Private Placement Warrants | Derivative Warrant Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Initial measurement (as restated and discussed in Note 1) on March 2, 2022 upon Business Combination (Note 3) | 9,612 | [1] |
Change in fair values | (7,431) | |
Balance—September 30, 2022 | $ 2,181 | |
[1]For discussion on the restatement adjustments, see Note 1 — Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Errors |
Equity Plans -Schedule Of Share
Equity Plans -Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Intrinsic Value (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Outstanding | 11,468,275 | ||
Granted | 0 | ||
Exercised | (2,479,297) | ||
Forfeited and expired | (681,913) | ||
Outstanding | 8,307,065 | 11,468,275 | |
Exercisable | 5,329,686 | ||
Outstanding | $ 0.36 | ||
Exercised | 0.27 | ||
Forfeited and expired | 0.27 | ||
Outstanding | 0.36 | $ 0.36 | |
Exercisable | $ 0.4 | ||
Outstanding | 7 years 4 months 24 days | 8 years 1 month 6 days | |
Outstanding | 7 years 4 months 24 days | 8 years 1 month 6 days | |
Exercisable | 7 years 3 months 18 days | ||
Outstanding | $ 46,839 | ||
Exercised | 9,765 | $ 3,900 | |
Outstanding | 12,624 | $ 46,839 | |
Exercisable | $ 7,881 |
Equity Plans - Schedule of Acti
Equity Plans - Schedule of Activity Related to Restricted Stock Units (Detail) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity [Line Items] | |
Beginning balance | 5,388,455 |
Number of Restricted Stock Units, Granted | 15,933,249 |
Number of Restricted Stock Units, Vested | (5,437,945) |
Number of Restricted Stock Units, Forfeited | (1,086,482) |
Ending balance | 14,797,277 |
Weighted-Average Fair Value Per Share, Granted | $ / shares | $ 4.79 |
Equity Plans -Schedule Of Emplo
Equity Plans -Schedule Of Employee Service Share Based Compensation Allocation Of Recognized Period Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 15,121 | $ 518 | $ 37,643 | $ 1,636 |
Research And Development Expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 5,933 | 294 | 10,531 | 932 |
Selling and Marketing Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 898 | 29 | 1,595 | 90 |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 8,290 | $ 195 | $ 25,517 | $ 614 |
Equity Plans -Schedule Of Sha_2
Equity Plans -Schedule Of Share Based Payment Award Stock Options Valuation Assumptions (Detail) | 9 Months Ended |
Sep. 30, 2021 $ / shares | |
Expected volatility | 46.80% |
Weighted-average risk-free interest rate | 1.07% |
Expected dividend yield | |
Expected term (in years) | 6 years 1 month 6 days |
Exercise price | $ 0.21 |
Equity Plans -Additional Inform
Equity Plans -Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-based compensation expense | $ 15,121 | $ 518 | $ 37,643 | $ 1,636 | |
weighted-average grant date fair value of options granted | $ 0.09 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 9,765 | 3,900 | |||
Amount of cost not yet recognized for nonvested award | $ 1,600 | $ 1,600 | |||
Weighted-average period over which cost not yet recognized | 1 year 5 months 8 days | ||||
Vested | 5,437,945 | ||||
Common stock, capital shares reserved for future issuance | 40,370,398 | 40,370,398 | |||
Restricted Stock Units RSU | |||||
Stock-based compensation expense | $ 14,500 | $ 0 | $ 35,800 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 26,900 | 0 | |||
Amount of cost not yet recognized for nonvested award | $ 65,800 | $ 65,800 | |||
Weighted-average period over which cost not yet recognized | 2 years 7 months 24 days | ||||
Common stock, capital shares reserved for future issuance | 14,797,277 | 14,797,277 | |||
Restricted Stock Awards | |||||
Stock-based compensation expense | $ 600 | $ 0 | $ 600 | $ 0 | |
Vested | 120,000 | ||||
2022 Equity Incentive Plan | |||||
Percentage of the common stock of all classes outstanding on preceding year | 5% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 18,332,215 | 18,332,215 | |||
Common stock, capital shares reserved for future issuance | 6,344,596 | 6,344,596 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Net loss | $ (18,755) | $ (9,756) | $ (48,649) | $ (27,617) | |
Weighted-average Common Stock outstanding, Basic | [1] | 118,571,295 | 22,554,422 | 95,690,821 | 22,129,715 |
Weighted-average Common Stock outstanding, Diluted | [1] | 118,571,295 | 22,554,422 | 95,690,821 | 22,129,715 |
Basic | $ (0.16) | $ (0.43) | $ (0.51) | $ (1.25) | |
Diluted | $ (0.16) | $ (0.43) | $ (0.51) | $ (1.25) | |
Common Stock | |||||
Weighted-average Common Stock outstanding, Basic | 118,571,295 | 22,554,422 | 95,690,821 | 22,129,715 | |
Weighted-average Common Stock outstanding, Diluted | 118,571,295 | 22,554,422 | 95,690,821 | 22,129,715 | |
Basic | $ (0.16) | $ (0.43) | $ (0.51) | $ (1.25) | |
Diluted | $ (0.16) | $ (0.43) | $ (0.51) | $ (1.25) | |
[1]Weighted-average shares have been retroactively restated to give effect to the Business Combination. |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - Common Class A [Member] - shares | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 37,548,469 | 91,848,248 | |
Convertible Series C-1 Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | [1] | 0 | 23,218,320 |
Convertible Series C Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | [1] | 0 | 54,478,033 |
Warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | [1],[2] | 14,444,127 | 2,152,279 |
Employee Stock Option Member | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | [1] | 8,307,065 | 11,999,616 |
Restricted Stock Units RSU | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | [1] | 14,797,277 | 0 |
[1]The number of outstanding shares as of September 30, 2021 have been retrospectively adjusted to reflect the Exchange Ratio.[2]The number of outstanding shares as of September 30, 2022 and September 30, 2021 does not include 1,340,310 and 1,608,359 shares, respectively, of Unvested Customer Warrants. |
Net Loss Per Share - Schedule_3
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Parenthetical) (Detail) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Unvested Customer Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 1,340,310 | 1,608,359 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Weighted average number of shares Contingently Issuable shares under earnout arrangement | 3,059,273 | ||||
Weighted-average common shares outstanding - Basic | [1] | 118,571,295 | 22,554,422 | 95,690,821 | 22,129,715 |
Weighted-average common shares outstanding - Diluted | [1] | 118,571,295 | 22,554,422 | 95,690,821 | 22,129,715 |
Warrant [Member] | |||||
Exercise price common stock of warrants or rights outstanding | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Weighted-average common shares outstanding - Basic | 2,076,116 | 5,127,836 | 2,905,130 | 5,206,096 | |
Weighted-average common shares outstanding - Diluted | 2,076,116 | 5,127,836 | 2,905,130 | 5,206,096 | |
[1]Weighted-average shares have been retroactively restated to give effect to the Business Combination. |
Segments - Summary of Revenue b
Segments - Summary of Revenue by Geography (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 2,804 | $ 2,919 | $ 7,042 | $ 6,818 |
Revenue from Rights Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration Risk, Percentage | 100% | 100% | 100% | 100% |
US | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 2,228 | $ 2,502 | $ 5,772 | $ 5,148 |
US | Revenue from Rights Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration Risk, Percentage | 79.50% | 85.70% | 82% | 75.50% |
GB | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 576 | $ 417 | $ 1,270 | $ 1,670 |
GB | Revenue from Rights Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration Risk, Percentage | 20.50% | 14.30% | 18% | 24.50% |