Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 05, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | RIGETTI COMPUTING, INC. | |
Entity Central Index Key | 0001838359 | |
Current Fiscal Year End Date | --12-31 | |
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 | 132,989,744 | |
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 $11.50 per share | |
Trading Symbol | RGTIW | |
Security Exchange Name | NASDAQ |
INTERIM CONDENSED CONSOLIDATED
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 21,712 | $ 57,888 |
Available-for-sale investments | 83,765 | 84,923 |
Accounts receivable | 7,629 | 6,235 |
Prepaid expenses and other current assets | 3,338 | 2,450 |
Forward contract-assets | 1,085 | 2,229 |
Deferred offering costs | 742 | |
Total current assets | 117,529 | 154,467 |
Property and equipment, net | 41,356 | 39,530 |
Operating lease - right-of-use assets, net | 8,552 | 9,316 |
Other assets | 130 | 129 |
Total assets | 167,567 | 203,442 |
Current liabilities: | ||
Accounts payable | 947 | 1,938 |
Accrued expenses and other current liabilities | 6,557 | 8,205 |
Deferred revenue | 833 | 961 |
Debt - current portion | 10,666 | 8,303 |
Operating lease liabilities-current | 2,349 | 2,345 |
Total current liabilities | 21,352 | 21,752 |
Debt - net of current portion | 16,096 | 20,635 |
Operating lease liabilities - noncurrent | 7,275 | 7,858 |
Derivative warrant liabilities | 2,645 | 1,767 |
Earn-out liabilities | 1,837 | 1,206 |
Total liabilities | 49,205 | 53,218 |
Commitments and contingencies - note 18 | ||
Stockholders' equity: | ||
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock, par value $0.0001 per share, 1,000,000,000 shares authorized, 132,401,062 shares issued and outstanding at June 30, 2023 and 125,257,233 shares issued and outstanding at December 31, 2022 | 13 | 12 |
Additional paid-in capital | 437,320 | 429,025 |
Accumulated other comprehensive gain (loss) | 1 | (161) |
Accumulated deficit | (318,972) | (278,652) |
Total stockholders' equity | 118,362 | 150,224 |
Total liabilities and stockholders' equity | $ 167,567 | $ 203,442 |
INTERIM CONDENSED CONSOLIDATE_2
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
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 | 1,000,000,000 |
Common stock, issued | 132,401,062 | 125,257,233 |
Common stock, outstanding | 132,401,062 | 125,257,233 |
INTERIM CONDENSED CONSOLIDATE_3
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 3,327 | $ 2,134 | $ 5,527 | $ 4,238 |
Cost of revenue | 597 | 873 | 1,106 | 1,287 |
Total gross profit | 2,730 | 1,261 | 4,421 | 2,951 |
Operating expenses: | ||||
Research and development | 13,219 | 12,747 | 26,925 | 26,673 |
Selling, general and administrative | 5,747 | 14,272 | 14,761 | 27,308 |
Restructuring | 0 | 0 | 991 | 0 |
Total operating expenses | 18,966 | 27,019 | 42,677 | 53,981 |
Loss from operations | (16,236) | (25,758) | (38,256) | (51,030) |
Other income (expense), net | ||||
Interest expense | (1,574) | (1,040) | (3,038) | (2,244) |
Interest income | 1,199 | 0 | 2,483 | 0 |
Change in fair value of derivative warrant liabilities | (5) | 7,980 | (878) | 11,750 |
Change in fair value of earn-out liabilities | (350) | 6,566 | (631) | 12,557 |
Transaction costs | 0 | 0 | 0 | (927) |
Total other income (expense), net | (730) | 13,506 | (2,064) | 21,136 |
Net loss before provision for income taxes | (16,966) | (12,252) | (40,320) | (29,894) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (16,966) | $ (12,252) | $ (40,320) | $ (29,894) |
Net loss per share attributable to common stockholders-basic | $ (0.13) | $ (0.11) | $ (0.32) | $ (0.36) |
Net loss per share attributable to common stockholders-diluted | $ (0.13) | $ (0.11) | $ (0.32) | $ (0.36) |
Weighted average shares used in computing net loss per share attributable to common stockholders - basic | 128,515 | 114,096 | 126,657 | 84,061 |
Weighted average shares used in computing net loss per share attributable to common stockholders - diluted | 128,515 | 114,096 | 126,657 | 84,061 |
INTERIM CONDENSED CONSOLIDATE_4
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (16,966) | $ (12,252) | $ (40,320) | $ (29,894) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 4 | 38 | (79) | 47 |
Unrealized gains on available-for-sale debt securities | 3 | 241 | ||
Total other comprehensive income (loss) before income taxes | 7 | 38 | 162 | 47 |
Income taxes | 0 | 0 | 0 | 0 |
Total other comprehensive income (loss) after income taxes | 7 | 38 | 162 | 47 |
Total comprehensive loss | $ (16,959) | $ (12,214) | $ (40,158) | $ (29,847) |
INTERIM CONDENSED CONSOLIDATE_5
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (40,320) | $ (29,894) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,249 | 2,978 |
Stock-based compensation | 5,058 | 22,522 |
Change in fair value of earn-out liabilities | 631 | (12,557) |
Change in fair value of derivative warrant liabilities | 878 | (11,750) |
Change in fair value of forward contract | 1,144 | (5,077) |
Impairment of deferred offering costs | 836 | 0 |
Amortization of debt issuance costs | 428 | 416 |
Accretion of available-for-sale securities | (1,571) | 0 |
Accretion of debt commitment fee | 158 | 116 |
Accretion of debt end-of-term liabilities | 96 | 135 |
Non-cash lease expense | 764 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,394) | (1,030) |
Prepaid expenses and other current assets | (888) | (2,898) |
Other assets | (1) | 34 |
Deferred revenue | (128) | 123 |
Accounts payable | (1,298) | (882) |
Accrued expenses and other current liabilities | (2,260) | 2,557 |
Other liabilities | 0 | 122 |
Net cash used in operating activities | (33,618) | (35,085) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (5,735) | (10,636) |
Purchases of available-for-sale securities | (57,619) | 0 |
Maturities of available-for-sale securities | 60,589 | 0 |
Net cash used in investing activities | (2,765) | (10,636) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Business Combination, net of transaction costs paid | 225,604 | |
Transaction costs paid directly by Rigetti | 0 | (17,428) |
Proceeds from issuance of notes payable | 0 | 5,000 |
Payment on principal of notes payable | (2,858) | 0 |
Payments on deferred offering costs | (107) | 0 |
Payments on debt issuance costs | 0 | (85) |
Payment on loan and security agreement exit fees | 0 | (1,000) |
Proceeds from sale of common stock through Common Stock Purchase Agreement | 2,348 | |
Proceeds from issuance of common stock upon exercise of stock options and warrants | 903 | 5,675 |
Net cash provided by financing activities | 286 | 217,766 |
Effects of exchange rate changes on cash and cash equivalents | (79) | 46 |
Net (decrease) increase in cash and cash equivalents | (36,176) | 172,091 |
Cash and cash equivalents - beginning of period | 57,888 | 12,046 |
Cash and cash equivalents - end of period | 21,712 | 184,137 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 2,330 | 1,708 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Initial fair value of earn-out liability acquired in merger | 0 | 20,413 |
Initial fair value of private placement and public warrant liability acquired in merger | 0 | 22,932 |
Exercise of loan and security agreement warrants | 6,370 | |
Settlement of the first tranche of forward contract | 3,305 | |
Unrealized gain on short-term investments | 241 | 0 |
Capitalization of deferred costs to equity upon share issuance | 13 | 848 |
Purchases of property and equipment recorded in accounts payable | 307 | 428 |
Purchases of property and equipment recorded in accrued expenses | $ 33 | $ 0 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 and British Columbia, Canada. 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 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 basis. The SNII Public Warrants and the Private Warrants held by SNII became warrants for Common Stock. The Company’s Common Stock and Public Warrants trade on the Nasdaq Capital Market under the ticker symbols “RGTI” and “RGTIW,” respectively. For more information on this transaction, see Note 3. 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 was comprised of eight board members, six seats occupied by previous Legacy Rigetti board members and one seat being occupied by a previous SNII representative. The final eighth seat was filled by an individual who did not have ties to either Legacy Rigetti or SNII pre-Business Combination; and ● Legacy Rigetti management held executive management roles for the post-combination company and was responsible for day-to-day operations. 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. The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. All dollar amounts, except share and per share amounts, in the notes to the unaudited interim condensed consolidated financial statements are presented in thousands, unless otherwise specified. The condensed consolidated balance sheet as of December 31, 2022, 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 unaudited interim condensed consolidated financial statements for this period are not necessarily indicative of the results for any future interim period or for the full fiscal year. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly the Company’s financial position as of June 30, 2023, and the results of its operations and cash flows for the three and six-month periods ended June 30, 2023 and June 30, 2022, respectively. Reclassifications— Sales and marketing expenses became less significant following the reduction in workforce and strategic realignment we announced in February 2023. For this reason, sales and marketing and general administrative expenses have been combined and are now reported as selling, general and administrative. Related amounts for all prior periods have been reclassified to conform with this presentation. Risks and Uncertainties — Based on the Company’s forecasts, the Company believes that its existing cash and cash equivalents and available-for-sale investments should be sufficient to meet its anticipated operating cash needs for at least the next 12 months from the issuance of these financial statements based on the Company’s current business plan and expectations and assumptions considering current macroeconomic conditions. Macroeconomic Conditions — Economic conditions in some parts of the world have been worsening, with disruptions to, and volatility and uncertainty in, the credit and financial markets in the U.S. and worldwide resulting from the effects of inflation and interest rates. These conditions have been further exacerbated by recent and potential future disruptions in access to bank deposits or lending commitments due to bank failures, the war in Ukraine and the lingering effects of the COVID-19 pandemic. It is not possible at this time to estimate the long-term impact that these and related events could have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted. If these conditions persist and deepen, the Company could experience an inability to access additional capital, or its liquidity could otherwise be impacted. If the Company is unable to raise capital when needed and on attractive terms, it would be forced to delay, reduce or eliminate its research and development programs and other efforts. Use of Estimates — |
RECENT ACCOUNTING DEVELOPMENTS
RECENT ACCOUNTING DEVELOPMENTS | 6 Months Ended |
Jun. 30, 2023 | |
RECENT ACCOUNTING DEVELOPMENTS | |
RECENT ACCOUNTING DEVELOPMENTS | 2. RECENT ACCOUNTING DEVELOPMENTS Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases and related subsequently issued ASUs (collectively, “Topic 842”), which supersedes Topic 840. From a lessee perspective, the core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use (“ROU”) asset representing its right to use the underlying asset for the lease term. The Company adopted Topic 842 on December 31, 2022, effective as of January 1, 2022, using the modified retrospective transition option of applying the new standard at the adoption date for all leases with an original term greater than 12 months. Adoption of the standard resulted in the recognition of operating lease ROU assets and operating lease liabilities of $6.3 million and $6.6 million, respectively, and a $0.3 million adjustment to deferred rent, with no impact to accumulated deficit as of January 1, 2022. Adoption of the standard did not have an impact on the Company’s consolidated statement of operations or cash flows. The Company’s condensed consolidated financial statements for the three and six months ended June 30, 2022 continue to be presented in accordance with the presentation requirements of Topic 840. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. ASU No. 2019-04 was issued as part of the FASB’s ongoing project to improve upon its Accounting Standards Codification (ASC), and to clarify and improve areas of guidance related to recently issued standards on credit losses, hedging, and recognition and measurement. For entities that have not yet adopted the guidance in Update 2016-13, the effective dates and the transition requirements for these amendments are the same as the effective date and transition requirements in Update 2016-13. The amendments related to ASC 326 were effective for the Company as of January 1, 2023. The adoption of the ASU did not have a material impact on the consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The FASB issued this update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The ASU is effective for the Company after December 15, 2024, and interim periods within those fiscal years, with early adoption permitted. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—(Topic 815) (“ASU No. 2020-06”), which simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity. The amendments in ASU No. 2020-06 are effective for public companies, other than smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2023 | |
BUSINESS COMBINATION | |
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 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, par value On March 1, 2022, prior to the Closing, as contemplated by that certain Agreement and Plan of Merger dated as of October 6, 2021, as amended on December 23, 2021 and January 10, 2022 (as amended, the “Merger Agreement”), by and among SNII, Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Legacy Rigetti 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 $0.0001 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 $0.0001 per share, of SNII (“SNII Class B ordinary share”) converted automatically, on a one-for-one basis, into a share of Common Stock; (3) each then issued and outstanding whole warrant of SNII to purchase one SNII Class A ordinary shares converted automatically into a Public Warrant to acquire one share of Common Stock at an exercise price of $11.50 per share pursuant to the Warrant Agreement, dated March 1, 2021, between SNII and American Stock Transfer & Trust Company, as warrant agent; and (4) each then issued and outstanding unit of SNII (the “SNII Units”) was separated and converted automatically into one share of Common Stock and one-fourth of one Warrant. Immediately prior to the effective time of the Business Combination, each share of Legacy Rigetti’s Series C preferred stock and Series C-1 preferred stock (collectively, the “Legacy Rigetti Preferred Stock”) with Par Value of $0.000001 converted into shares of Common Stock of Legacy Rigetti (“Legacy Rigetti Common Stock”) in accordance with the Amended and Restated Certificate of Incorporation of Legacy Rigetti (such conversion, the “Legacy Rigetti Preferred Conversion”). 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 Supernova Partners II, LLC (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 twenty trading days thirty consecutive trading days 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 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 Business Combination. 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) Cash - SNII trust and cash (net of redemption) $ 77,769 Cash - PIPE 147,510 Cash - SNII operating account 325 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 Business Combination. 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 the earnout related to the Sponsor Vesting Shares were expensed in the condensed consolidated statements of operations. Of the total transaction costs of $20.65 million, $19.75 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $0.9 million was expensed in the six months ended June 30, 2022. Cash transaction costs paid in the six months ended June 30, 2022 totaled $16.7 million. Bonuses paid to certain employees related to the business combination in the six months ended June 30, 2022 totaled $2.1 million. The amount recorded to additional paid-in-capital was $159.55 million (as discussed in Note 1), comprised of $225.6 million net proceeds less $19.75 million of transaction costs, $16.3 million recognized for the Public Warrant liabilities, $9.6 million (as discussed in Note 1) recognized for the Private Warrant liabilities, and $20.4 million recognized for the earnout liability related to the Sponsor Vesting Shares. 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 preferred stock** 2,902,302 Total shares of Common Stock immediately after Business Combination 113,810,285 * Includes (i) 2,479,000 shares of “Promote Sponsor Vesting Shares” and (ii) 580,273 shares of “Sponsor Redemption-Based Vesting Shares”. ** 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”). (ii) the conversion ratio to Legacy Rigetti Common Stock for the Legacy Series C Preferred Stock was one-for-one and for Legacy Series C-1 Preferred Stock was eight-for-one. |
EARN-OUT LIABILITY
EARN-OUT LIABILITY | 6 Months Ended |
Jun. 30, 2023 | |
EARN-OUT LIABILITY. | |
EARN-OUT LIABILITY | 4. EARN-OUT LIABILITY At the closing of the Business Combination, the Sponsor subjected the Sponsor Vesting Shares to forfeiture as of the Closing Date for a five-year period following the Closing, with vesting occurring only if thresholds related to the weighted average price of Common Stock are met as described above in Note 3. Business Combination (the “Earn-Out Triggering Events”). Any such shares held by the Sponsor that have not vested by the fifth anniversary of the Closing will be forfeited. The Sponsor Vesting Shares are accounted for as liability classified instruments because the Earn-Out Triggering Events that determine the number of Sponsor Vesting Shares to be earned back by the Sponsor include outcomes that are not solely indexed to the Common Stock of the Company. The aggregate fair value of the Sponsor Vesting Shares on the Closing Date was estimated using a Monte Carlo simulation model and was determined to be $20.4 million at the Closing Date. The Earn-out liability is adjusted to fair value each reporting period using the Monte Carlo simulation model until such time as the Earn-Out Triggering Events are achieved or the Sponsor Vesting Shares are forfeited. The calculated fair value of the Earn-out liability with respect to the Sponsor Vesting Shares at June 30, 2023 and December 31, 2022 was $1.8 million and $1.2 million, respectively. The change in the fair value of the Earn-out liability included in the condensed consolidated statements of operations in the three and six months ended June 30, 2023 was a loss of $0.4 million and $0.6 million, respectively. The change in the fair value of the Earn-out liability included in the condensed consolidated statements of operations in the three and six months ended June 30, 2022 was a gain of $6.6 million and $12.6 million, respectively. Significant inputs into the Monte Carlo simulation models at June 30, 2023, December 31, 2022 and March 2, 2022 (the date of initial recognition) are as follows: Valuation Assumptions June 30, 2023 December 31, 2022 March 2, 2022 Stock price $ 1.18 $ 0.73 $ 9.43 Simulated trading days 925 1,050 1,198 Annual volatility 102.1 % 109.30 % 30.50 % Risk-free rate 4.32 % 4.04 % 1.74 % Estimated time to expiration (years) 3.67 4.17 5.00 |
CHANGES IN STOCKHOLDERS' EQUITY
CHANGES IN STOCKHOLDERS' EQUITY(DEFICIT) | 6 Months Ended |
Jun. 30, 2023 | |
CHANGES IN STOCKHOLDERS' EQUITY(DEFICIT). | |
CHANGES IN STOCKHOLDERS' EQUITY(DEFICIT) | 5. CHANGES IN STOCKHOLDERS’ EQUITY(DEFICIT) A reconciliation of the changes in stockholders’ equity (deficit) is as follows: Three and Six Months Ended June 30, 2023: Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Stockholders’ (In thousands) Shares Amount Capital Gain (Loss) Deficit Equity (Deficit) Balance, March 31, 2023 129,171 $ 12 $ 431,466 $ (6) $ (302,006) $ 129,466 Issuance of common stock upon exercise of stock options 564 — 152 — — 152 Issuance of common stock upon exercise of common stock warrants 16 — — — — — Issuance of common stock upon release of restricted stock units 781 — — — — — Proceeds from sale of common stock through Purchase Agreement 1,869 1 2,347 — — 2,348 Stock-based compensation — — 3,355 — — 3,355 Foreign currency translation gain — — — 4 — 4 Change in unrealized loss on available-for-sale securities — — — 3 — 3 Net loss — — — — (16,966) (16,966) Balance, June 30, 2023 132,401 $ 13 $ 437,320 $ 1 $ (318,972) $ 118,362 Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Stockholders’ (In thousands) Shares Amount Capital Gain (Loss) Deficit Equity (Deficit) Balance, December 31, 2022 125,257 $ 12 $ 429,025 $ (161) $ (278,652) $ 150,224 Issuance of common stock upon exercise of stock options 3,424 — 902 — — 902 Issuance of common stock upon exercise of common stock warrants 143 1 1 Issuance of common stock upon release of restricted stock units 1,708 — — — — — Proceeds from sale of common stock through Purchase Agreement 1,869 1 2,347 — — 2,348 Capitalization of deferred costs to equity upon share issuance — — (13) — — (13) Stock-based compensation — — 5,058 — — 5,058 Foreign currency translation loss — — — (79) — (79) Change in unrealized loss on available-for-sale securities — — — 241 — 241 Net loss — — — — (40,320) (40,320) Balance, June 30, 2023 132,401 $ 13 $ 437,320 $ 1 $ (318,972) $ 118,362 Three and Six Months Ended June 30, 2022: Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Stockholders’ (In thousands) Shares Amount Capital Gain (Loss) Deficit Equity (Deficit) Balance, March 31, 2022 113,810 $ 11 $ 388,684 $ 61 $ (224,773) $ 163,983 Issuance of common stock upon exercise of stock options 230 — 62 — — 62 Issuance of common stock upon exercise of common stock warrants 1,702 — 5,011 — — 5,011 Issuance of common stock upon release of RSUs 1,361 — — — — — Reclassification of loan and security agreement warrants to equity — — 6,370 — — 6,370 Settlement of the first tranche of forward contract — — (3,305) — — (3,305) Stock-based compensation — — 11,041 — — 11,041 Capitalization of deferred costs to equity upon share issuance — — (848) — — (848) Foreign currency translation gain — — — 38 — 38 Net loss — — — — (12,252) (12,252) Balance, June 30, 2022 117,103 $ 11 $ 407,015 $ 99 $ (237,025) $ 170,100 Accumulated Redeemable Convertible Additional Other Total Preferred Stock* Common Stock Paid-In Comprehensive Accumulated Stockholders’ (In thousands) Shares Amount Shares Amount Capital Gain (Loss) Deficit Equity (Deficit) Balance, December 31, 2021 77,697 $ 81,523 18,221 $ 2 $ 135,549 $ 52 $ (207,131) $ (71,528) Issuance of common stock upon conversion of Legacy Series C and C-1 preferred stock in connection with the Business Combination (Note3) (77,697) (81,523) 57,380 6 81,517 — — 81,523 Issuance of common stock through Business Combination and PIPE Financing, net of transaction costs and derivative liabilities (Note 3) — — 34,851 3 159,535 — — 159,538 Issuance of common stock upon exercise of stock options — — 1,353 — 636 — — 636 Issuance of common stock upon exercise of common stock warrants — — 3,937 — 5,039 — — 5,039 Issuance of common stock upon release of RSUs — — 1,361 — — — — — Reclassification of loan and security agreement warrants to equity — — — — 6,370 — — 6,370 Settlement of the first tranche of forward contract — — — — (3,305) — — (3,305) Stock-based compensation — — — — 22,522 — — 22,522 Capitalization of deferred costs to equity upon share issuance — — — — (848) (848) Foreign currency translation gain — — — — — 47 — 47 Net loss — — — — — — (29,894) (29,894) Balance, June 30, 2022 — $ — 117,103 $ 11 $ 407,015 $ 99 $ (237,025) $ 170,100 * 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 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2023 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | 6. 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 six months ended June 30, 2023 and June 30, 2022: Three Months Ended June 30, (In thousands) 2023 2022 Collaborative research, other professional services and related materials $ 2,484 $ 1,477 Access to quantum computing systems 843 657 $ 3,327 $ 2,134 Six Months Ended June 30, (In thousands) 2023 2022 Collaborative research, other professional services and related materials $ 4,294 $ 2,992 Access to quantum computing systems 1,233 1,246 $ 5,527 $ 4,238 Three Months Ended June 30, (In thousands) 2023 2022 Revenue recognized at a point in time $ 336 $ — Revenue recognized over time 2,991 2,134 $ 3,327 $ 2,134 Six Months Ended June 30, (In thousands) 2023 2022 Revenue recognized at a point in time $ 336 $ — Revenue recognized over time 5,191 4,238 $ 5,527 $ 4,238 Selected condensed consolidated balance sheet line items that reflect accounts receivable, contract assets and liabilities as of June 30, 2023 and December 31, 2022 were as follows: (In thousands) June 30, 2023 December 31, 2022 Trade receivables $ 7,576 $ 6,143 Unbilled receivables $ 53 $ 92 Deferred revenue $ (833) $ (961) Changes in deferred revenue from contracts with customers were as follows: Six Months Ended June 30, (In thousands) 2023 2022 Balance at beginning of period $ (961) $ (985) Deferral of revenue (1,216) (673) Recognition of deferred revenue 1,344 550 Total deferred revenue at end of period $ (833) $ (1,108) Amounts recognized as revenue from beginning contract liabilities in the three and six months ended June 30, 2023 totaled $0.1 million and $0.5 million, respectively. Amounts recognized as revenue from beginning contract liabilities in the three and six months ended June 30, 2022 totaled $0.1 million and $0.6 million, respectively. Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of June 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $5.4 million. The Company expects to recognize estimated revenues related to performance obligations that are unsatisfied (or partially satisfied) in the amounts of approximately $3.5 million during the remainder of the year ended December 31, 2023, and $1.9 million during the year ended December 31, 2024. 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. Incremental costs incurred to fulfill the Company’s contracts that meet the capitalization criteria in ASC 340-40 have historically been immaterial. Accordingly, the Company has not capitalized any contract fulfillment costs as of June 30, 2023 and December 31, 2022. |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2023 | |
INVESTMENTS | |
INVESTMENTS | 7. INVESTMENTS: Money market funds are classified as cash equivalents and investments in fixed income securities are classified as available-for-sale in the consolidated balance sheets. Available-for-sale fixed income securities are recorded at their estimated fair value. The amortized cost, gross unrealized holding gains and losses included in other comprehensive income and the fair value of the available-for-sale fixed income securities at June 30, 2023 and December 31, 2022 are presented in the tables below. June 30, 2023 Amortized Unrealized Unrealized Fair (In thousands) Cost Gains Losses Value Cash equivalents Money market funds $ 16,947 $ — $ — $ 16,947 Available-for-sale investments U.S. treasury securities $ 20,939 $ — $ (28) $ 20,911 U.S. government agency bonds 45,107 9 (32) 45,084 Corporate bonds 11,314 — (22) 11,292 Commercial paper 6,478 — — 6,478 Available-for-sale investments – short-term $ 83,838 $ 9 $ (82) $ 83,765 December 31, 2022 Amortized Unrealized Unrealized Fair (In thousands) Cost Gains Losses Value Cash equivalents Money market funds $ 36,346 $ — $ — $ 36,346 Available-for-sale investments U.S. treasury securities $ 58,514 $ — $ (304) $ 58,210 Corporate bonds 3,581 — (10) 3,571 Commercial paper 23,142 — — 23,142 Available-for-sale investments – short-term $ 85,237 $ — $ (314) $ 84,923 The Company invests in highly rated investment grade debt securities. All of the Company’s available-for-sale securities have final maturities of one year or less. The Company reviews the individual securities that have unrealized losses 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 as of June 30, 2023 or December 31, 2022. 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 the unrealized losses for its available-for-sale securities were primarily attributable to changes in interest rates and non-credit-related factors. Accordingly, the Company determined that none of the unrealized losses were other-than-temporary, and that recognition of an impairment charge was not required as of June 30, 2023 or December 31, 2022. As of June 30, 2023, there were 14 securities that were in an unrealized loss position with a market value of $64.6 million, with the largest loss for any single security being inconsequential. None of the Company’s available-for-sale securities have been in an unrealized loss position for more than one year. No available-for-sale securities were sold in the three and six months ended June 30, 2023 or the three and six months ended June 30, 2022. See Note 8 for additional information regarding the fair value of the Company’s available-for-sale securities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 8. 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 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 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 fair value measurements of financial assets and liabilities that are measured at fair value at June 30, 2023 and December 31, 2022 are as follows: June 30, 2023 Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs (In thousands) (Level 1) (Level 2) (Level 3) Assets: Cash equivalents: Money market funds $ 16,947 $ — $ — Short-term investments: U.S. treasury securities 20,911 — — U.S. government agency bonds — 45,084 — Corporate bonds — 11,292 — Commercial paper — 6,478 — Forward warrant agreement — — 1,085 Total Assets $ 37,858 $ 62,854 $ 1,085 Liabilities Derivative warrant liability – Public Warrants $ 1,245 $ — $ — Derivative warrant liability – Private Warrants — — 1,400 Earn-out liabilities — — 1,837 Total Liabilities $ 1,245 $ — $ 3,237 December 31, 2022 Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs (In thousands) (Level 1) (Level 2) (Level 3) Assets: Cash Equivalents: Money Market Funds $ 36,346 $ — $ — Short-term investments: U.S treasury securities 58,210 — — Corporate bonds — 3,571 — Commercial paper — 23,142 — Forward Warrant Agreement — — 2,229 Total Assets $ 94,556 $ 26,713 $ 2,229 Liabilities Derivative warrant liability – Public Warrants $ 699 $ — $ — Derivative warrant liability – Private Warrants — — 1,068 Earn-out liabilities — — 1,206 Total Liabilities $ 699 $ — $ 2,274 As of June 30, 2023 and December 31, 2022, the Company has recorded the following financial instruments subject to fair value measurements: 1) Derivative warrant liabilities—Public Warrants and Private Warrants, 2) Forward Warrant Agreement, and 3) Earn-out liability. The Company also has long-term debt and a line of credit that provides for variable interest, and therefore, the carrying value approximates the fair value. The carrying values as of June 30, 2023 and December 31, 2022 represent the original principal amounts borrowed less principal payments and debt issuance costs. 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 1 due to the highly liquid nature of these assets with quoted prices in active markets. The fair value of the investments in available-for-sale securities (i.e., U.S government agency bonds, corporate bonds, commercial paper and corporate debt securities) and long-term debt and a line of credit issued by the Company are classified within Level 2. The fair value of the Company’s Level 2 financial assets is determined by using inputs based on 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 12 and 13 to the condensed consolidated financial statements. The fair value of the Earn-out liability is estimated using a Monte Carlo simulation model. The Company has further discussed the key aspects of the valuation inputs in Note 4 to the financial statements. As of December 31, 2021, the Company recorded a derivative warrant liability for the Trinity Warrants (as defined below) at fair value using a Black- Scholes option model with unobservable inputs including volatility. The Company estimates the volatility of its ordinary share warrants based on implied volatility from the Company’s publicly 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. In the six months ended June 30, 2023, the Company reduced the estimated probability of occurrence for the forward warrant agreement from 50% to 25% due to less than favorable market conditions and reduced time until expiration (see Note 13). There were no other changes in fair value measurement techniques in the six months ended June 30, 2023, or the year ended December 31, 2022, (other than the change in valuation assumptions described in Note 1). There were no transfers between Level 1 or Level 2 of the fair value hierarchy in the six months ended June 30, 2023 or the year ended December 31, 2022. There were no transfers in or out of Level 3 of the fair value hierarchy in the six months ended June 30, 2023 or the year ended December 31, 2022, except that in the six months ended June 30, 2023, the derivative liability for 450,000 warrants was transferred from Level 3 to Level 1 of the fair value hierarchy because the warrants were converted from Private to Public warrants. The transfer had a $0.1 million favorable impact on the Company’s net loss. The fair value estimates are based on pertinent information available to management as of June 30, 2023 and December 31, 2022. Although management is not aware of any factors, other than those noted above, that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for the purpose of these financial statements. Current estimates of fair value may differ from the amounts presented. A summary of the changes in the fair value of the Company’s Level 3 financial instruments in the six months ended June 30, 2023 and June 30, 2022 are as follows: Derivative Derivative Forward warrant liability - warrant liability - Warrant Earn-out (in thousands) Trinity Warrants Private Warrants Agreement Liability Balance – December 31, 2022 $ — $ 1,068 $ (2,229) $ 1,206 Change in fair value - three months ended March 31, 2023 — 623 1,100 281 Transfer from Private Warrants to Public Warrants — (158) — — Change in fair value - three months ended June 30, 2023 — (133) 44 350 Balance – June 30, 2023 $ — $ 1,400 $ (1,085) $ 1,837 Balance – December 31, 2021 $ 4,355 $ — $ 230 $ — Initial measurement upon Business Combination March 2, 2022 (Note 3) — 9,612 — 20,413 Change in fair value - three months ended March 31, 2022 517 801 (2,970) (5,991) Change in fair value - three months ended June 30, 2022 1,498 (3,871) (2,108) (6,566) Extinguishment due to exercise of the warrants (6,370) — 3,305 — Balance – June 30, 2022 $ — $ 6,542 $ (1,543) $ 7,856 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | 9. SHARE-BASED COMPENSATION: 2013 Equity Incentive Plan In 2013, the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”) which provided 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, restricted stock unit awards (RSUs), 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 20,184,797 shares. As of June 30, 2023, 9,420,706 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 1 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 1 of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock. Stock Option Activity The following is a summary of stock option activity in the six months ended June 30, 2023: Weighted Average Exercise Options Outstanding Price Per Share Outstanding, December 31, 2022 8,845,903 $ 0.40 Granted 500,000 0.60 Exercised (3,423,699) 0.27 Forfeited and expired (455,654) 0.27 Outstanding, June 30, 2023 5,466,550 $ 0.52 Exercisable, June 30, 2023 2,451,923 $ 0.27 The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2023 was $0.55 per share. No stock options were granted in the six months ended June 30, 2022. The intrinsic value of an option is the amount by which the market price of the underlying common stock exceeds the option’s exercise price. For options outstanding at June 30, 2023, the weighted average remaining contractual term of all outstanding options was 7.70 years and their aggregate intrinsic value was $3.6 million. At June 30, 2023, the weighted average remaining contractual term of options that were exercisable was 6.3 years and their aggregate intrinsic value was $2.2 million. The aggregate intrinsic value of stock options exercised was $1.4 million in the six months ended June 30, 2023 and $7.1 million in the six months ended June 30, 2022. We received proceeds from stock option exercises of $0.9 million in the six months ended June 30, 2023 and $0.6 million in the six months ended June 30, 2022. Fair Value of Stock Option Grants 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 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. Before the Company’s common stock was publicly traded, the fair value of the Common Stock had 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 sales of the Company’s capital stock (including redeemable convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event, among others. No stock options were granted in the six months ended June 30, 2022. All stock options granted in the six months ended June 30, 2023 were time-based grants. Significant inputs to the Black-Scholes option-pricing model used to value stock option grants in the six months ended June 30, 2023 were as follows: Time-based Stock Option Valuation Assumptions Grants Strike price $ 0.60 Annual volatility 140.5 % Risk- free rate 3.54 % Expected term (years) 6.02 Stock-based compensation expense related to stock options granted to employees was $0.4 million and $0.8 million in the three and six months ended June 30, 2023, respectively. Stock-based compensation expense related to stock options granted to employees was $0.3 million and $0.6 million in the three and six months ended June 30, 2022, respectively. As of June 30, 2023, the unrecognized compensation expense related to unvested stock options was approximately $2.7 million which is expected to be recognized over a weighted-average period of approximately 2.46 years. Restricted Stock Units The following is a summary of activity in RSUs in the six months ended June 30, 2023: Weighted Average Grant Date Fair Restricted stock units Shares Value Non-vested at December 31, 2022 11,332,591 $ 4.36 Granted 5,453,371 0.65 Forfeited (1,784,713) 4.48 Vested (3,812,238) 4.54 Non-vested at June 30, 2023 11,189,011 $ 2.49 On March 2, 2022, the performance condition of all then outstanding RSUs was met due to the closing of the Business Combination. As a result, the Company recorded a cumulative catch-up compensation expense for the vesting period that was satisfied as of March 2, 2022 and continues amortizing compensation expenses for unvested RSUs over their remaining vesting period. The aggregate fair value of outstanding RSUs based on the closing share price of our common stock as of June 30, 2023 was $13.3 million. The aggregate fair value of the RSUs that vested, based on the closing price of our common stock on the vesting date, in the six months ended June 30, 2023 was $1.4 million. Fair Value RSUs Awards In the six months ended June 30, 2023, the Company issued 1,603,371 time-based RSUs and 3,850,000 market-based performance RSUs. The time- based RSUs vest over periods ranging from 1-4 years and require continuous employment. The market-based performance RSUs vest only if certain share price thresholds are achieved and require continuous employment. Based upon the terms of such awards, 50% of the shares vest if the Company’s Common Stock trades at or above $2.00 per share, and the other 50% of the shares vest if the Company’s Common Stock trades at above $4.00 per share, for 20 out of 30 trading days through the fifth anniversary of the grant date. The fair value of the Company’s time-based RSUs was calculated based on the fair market value of the Company’s stock on the date of grant. The fair value of the Company’s market-based performance RSUs was calculated using a Monte Carlo simulation model at the date of grant. The weighted-average grant date fair value for market-based RSUs granted in the six months ended June 30, 2023 was $0.56 per RSU. Significant inputs into the Monte Carlo simulation model used to value market-based RSUs granted in the six months ended June 30, 2023 were as follows: Market-based Performance Valuation Assumptions RSUs Stock price $ 0.60 Simulated trading days 1,260 Annual volatility 140.5 % Risk- free rate 3.63 % Estimated time to expiration (years) 5.00 Stock-based compensation expense related to RSUs granted to employees was $3.0 million and $4.3 million in the three and six months ended June 30, 2023, respectively. Stock-based compensation expense related to RSUs granted to employees was $10.7 million and $21.9 million in the three and six months ended June 30, 2022, respectively. As of June 30, 2023, the unrecognized compensation expense related to unvested RSUs was approximately $23.2 million which is expected to be recognized over a weighted-average period of approximately 2.20 years. Summarized Stock-Based Compensation Expenses The table below summarizes total stock-based compensation expenses in the three and six months ended June 30, 2023 and June 30, 2022: Three Months Ended June 30, (In thousands) 2023 2022 Research and development $ 2,375 $ 2,209 Selling, general and administrative expenses 980 8,832 Total stock-based compensation expenses $ 3,355 $ 11,041 Six Months Ended June 30, (In thousands) 2023 2022 Research and development $ 3,902 $ 4,598 Selling, general and administrative expenses 1,156 17,924 Total stock-based compensation expenses $ 5,058 $ 22,522 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2023 | |
FINANCING ARRANGEMENTS | |
Financing Arrangements | 10. 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 “Initial Trinity Warrants”) which is recorded at fair value using the Black-Scholes model, see Note 12 for the fair value assumptions. The Loan Agreement contains customary representations, warranties and covenants; however, the Loan Agreement does not include any financial covenants. In May 2021, the Loan Agreement was modified to increase the overall debt commitment by $15.0 million (the “Tranche B” or the “First 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 remaining $7.0 million commitment in November 2021. In conjunction with the Amendment, the Company cancelled the Initial Trinity Warrants and issued 995,099 (783,129 shares post conversion upon the closing of the Business Combination) warrants to purchase the Common Stock (the “Trinity Warrants”) which was an incremental cost allocated between Tranche A and Tranche B, see Note 12 for further information on the Trinity Warrants. The First Amendment 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 First 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% or the US Prime Rate plus 7.50% per annum, payable monthly. The Loan Agreement 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 21.40-27.61% for all tranches of the debt as of June 30, 2023. In January 2022, the Loan 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% or the US Prime Rate plus 7.50% per annum, payable monthly, until the maturity date, February 1, 2026. Other modifications per the Third Amendment included an extension of the requirement to raise an additional $75 million of equity until April 1, 2022 and a defined exit fee for the additional $5.0 million to be at 20% of the advanced funds under the amendment. The Company met the requirement to raise additional equity of $75 million through the Business Combination mentioned in Note 3. The Company paid an exit fee of $1.0 million which is 20% of the Tranche C amount upon the consummation of the Business Combination. The exit fee was capitalized as a debt issuance cost and is amortized using the effective interest method over the life of Tranche C. The exit fee was not applicable to Tranche A and Tranche B. In conjunction with the Third 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) June 30, 2023 December 31, 2022 Outstanding principal amount $ 27,852 $ 30,709 Add: accreted liability of final payment fee 497 407 Less: unamortized debt discount, long-term (564) (990) Less: current portion of long-term debt principal (11,689) (9,491) Debt – net of current portion $ 16,096 $ 20,635 Current portion of long-term debt – principal 11,689 9,491 Less: current portion of unamortized debt discount $ (1,023) $ (1,188) Debt – current portion $ 10,666 $ 8,303 In the three and six months ended June 30, 2023, the Company recorded interest expense of $1.6 million and $3.0 million, respectively, which includes accretion of the end-of-term liability, amortization of the commitment fee and amortization of debt issuance costs totaling $0.3 million and $0.7 million, respectively. In the three and six months ended June 30, 2022, the Company recorded interest expense of $1.0 million and $2.2 million, respectively, which includes accretion of the end-of-term liability, amortization of the commitment fee asset and amortization of debt issuance costs totaling $0.3 million and $0.7 million, respectively. The unamortized debt discount as of June 30, 2023 and December 31, 2022 of $1.6 million and $2.2 million, respectively, is offset against the carrying value of the term loan in the condensed consolidated balance sheet. Scheduled principal payments on total outstanding debt as of June 30, 2023 and December 31,2022 are as follows: (In thousands) June 30, 2023 December 31, 2022 2023 $ 5,476 $ 9,491 2024 12,931 13,007 2025 9,047 8,020 2026 398 191 $ 27,852 $ 30,709 |
COMMON STOCK
COMMON STOCK | 6 Months Ended |
Jun. 30, 2023 | |
COMMON STOCK | |
COMMON STOCK | 11. 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. No shares of Preferred Stock were issued and outstanding as of June 30, 2023 or December 31, 2022. 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 June 30, 2023, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments: Common Stock Warrants 17,064,096 Stock-Based Awards—RSUs Outstanding 11,189,011 Stock-Based Awards—Options Outstanding 5,466,550 Total 33,719,657 Common Stock Purchase Agreement The Company entered into a Common Stock Purchase Agreement (the “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 Purchase Agreement). In the three and six months ended June 30, 2023, the Company received proceeds of 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 filed a registration statement covering the resale of such Common Stock, which registration statement was declared effective on September 14, 2022. Upon the initial satisfaction of the conditions to B. Riley’s purchase obligation set forth in the Purchase Agreement, as of September 14, 2022 (the “Commencement Date”) the Company has the right, but not the obligation, from time to time at the Company’s sole discretion over the 24-month period from and after the Commencement Date, to direct B. Riley to purchase a specified amount of shares not to exceed the lesser of (i) 1,000,000 shares of Common Stock and (ii) 20% of the total aggregate number (or volume) of shares of Common Stock traded on The Nasdaq Capital Market (“Nasdaq”) during the applicable period beginning at the official open (or “commencement”) of the regular trading session on the applicable purchase date for such purchase and ending at such time that the total aggregate volume of shares of common stock traded on Nasdaq reaches the Purchase Share Volume Maximum (as defined below) for such purchase (as applicable) (such period for each purchase, the “Purchase Valuation Period”), provided, that, (i) the closing sale price of the Common Stock on the trading day immediately prior to such Purchase Date (as defined in the Purchase Agreement) is not less than $1.00 and (ii) all shares of Common Stock subject to all prior Purchases (as defined in the Purchase Agreement) and all prior Intraday Purchases (as defined in the Purchase Agreement) by B. Riley under the Purchase Agreement have been received by B. Riley prior to the time the Company delivers a purchase notice to B. Riley. “Purchase Share Volume Maximum” means, with respect to a purchase made pursuant to the Purchase Agreement, the number of shares of Common Stock equal to the quotient obtained by dividing the (i) total number of shares of Common Stock to be purchased by B. Riley in the relevant purchase (the “Purchase Share Amount”), by (ii) 0.20 (subject to certain adjustments). The Company did not identify any feature within the Purchase Agreement that needs to be bifurcated and recorded as a derivative. The Company’s share price had traded below $1.00 per share for an extended period in early 2023. As a result, the Company recognized impairment charges in the three and six months ended June 30, 2023 of $0.1 million and $0.8 million, respectively, for previously deferred offering costs primarily related to the Purchase Agreement, which were recorded as general and administrative expense in the accompanying condensed consolidated statement of operations. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2023 | |
WARRANTS | |
Warrants | 12. WARRANTS As a result of the Business Combination (see Note 3), the Company has retroactively adjusted the number and corresponding strike price of Rigetti warrants outstanding prior to March 2, 2022, the date of the Business Combination, 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 day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. Upon issuance of a redemption notice by the Company, the warrant holders have a period of 30 days to exercise for cash, or on a cashless basis. As of June 30, 2023 there were 9,075,000 Public Warrants issued and outstanding (Refer to Note 8 for fair value measurement). The Public Warrants are accounted for as a derivative liability. The fair value of the Public Warrants is measured at each reporting period based on the listed price for the warrants, with subsequent changes in the fair value recognized in the condensed consolidated statement of operations at each reporting date. The calculated fair value of the derivative liability for the Public Warrants at June 30, 2023 and December 31, 2022 was $1.2 million and $0.7 million, respectively. The change in the fair value of the Public Warrants included in the condensed consolidated statement of operations in the three and six months ended June 30, 2023 was a loss of $0.3 million and $0.5 million, respectively. The change in the fair value of the Public Warrants included in the condensed consolidated statement of operations in the three and six months ended June 30, 2022 was a gain of $5.6 million and $10.7 million, respectively. 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. On August 18, 2022, the Private Warrants were transferred from the initial purchasers to permitted transferees and remain unredeemable by the Company as of June 30, 2023. The Private Warrants are accounted for as a derivative liability. The fair value of the Private Warrants is determined using the Black- Scholes option-pricing model, with subsequent changes in the fair value recognized in the condensed consolidated statements of operations at each reporting date. The calculated fair value of the derivative liability for the Private Warrants at June 30, 2023 and December 31, 2022 was $1.4 million and $1.1 million, respectively. The change in the fair value of the Private Warrants included in the condensed consolidated statements of operations in the three and six months ended June 30, 2023 was a gain of Significant inputs into the Black-Scholes option-pricing models used to value the Private Warrants at June 30, 2023, December 31, 2022 and March 2, 2022 (initial recognition date) are as follows: Valuation Assumptions June 30, 2023 December 31, 2022 March 2, 2022 Stock Price $ 1.18 $ 0.73 $ 9.43 Strike Price $ 11.50 $ 11.50 $ 11.50 Volatility (annual) 102.10 % 109.26 % 30.66 % Risk-free rate 4.320 % 4.04 % 1.74 % Estimated time to expiration (years) 3.670 4.172 5.000 Dividend yield — % — % — % On August 18, 2022, the Private Warrants were transferred from the initial purchasers to permitted transferees of the SPAC Sponsor by means of an internal partnership distribution. Trinity Warrants The Initial Trinity Warrants were issued in March of 2021 for the purchase of 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 10. Therefore, there were a total of 783,129 Trinity warrants issued in conjunction with the Loan Agreement in 2021. The Trinity Warrants issued were classified as a liability under ASC 480, “Distinguishing Liabilities from Equity”. The Company utilized a Black-Scholes model to determine the grant fair value of the warrants which was approximately $2.7 million and was recorded as a debt issuance cost. The outstanding warrants were subsequently re-measured at each reporting period using the Black-Scholes model with changes recorded as a component of other income in the Company’s condensed consolidated statement of operations. The liability related to the Trinity Warrants was $6.4 million as of June 2, 2022, at which time all 783,129 Trinity Warrants were exercised and the fair value of the warrant liability was reclassified to equity. The change in the fair value of the Trinity Warrants included in the condensed consolidated statements of operations in the three and six months ended June 30, 2022 was a loss of $1.5 million and $2.0 million, respectively. Significant inputs into the Black-Scholes option pricing model used to value the Trinity Warrants at June 30, 2022 were as follows: Valuation Assumptions June 30, 2022 Stock price $ 8.23 Strike price $ 0.27 Annual volatility 105.10 % Risk-free rate 2.94 % Estimated time to expiration (years) 9.000 Dividend yield — % Equity Classified Warrants Series C Preferred Stock Financing Warrants Between February 2020 and May 2020, a subsidiary of Legacy Rigetti issued and sold an aggregate of 69,223,658 shares (Post conversion - 54,478,260 shares) of its Series C Preferred Stock at a purchase price of $0.906793 per share (Post conversion - $1.15 per share), for an aggregate purchase price of $56.2 million (the “Series C Preferred Stock Financing”). In conjunction with the Series C Preferred Stock Financing, the Company issued a total of 5,248,183 Warrants to purchase Class A Common Stock to the Series C investors (the “Series C Warrants”). The Series C Warrants have a $0.01 exercise price per share and have a 10-year term to expiration. The Series C Warrants can be exercised for cash or on a cashless basis. The Company determined that the Series C Warrants met the requirements for equity classification under ASC 480 and ASC 815. The Company estimated the fair value of the Series C Warrants using the Black-Scholes model and allocated approximately $1.2 million in proceeds from the Series C Preferred Stock to the value of the Series C Warrants on a relative fair value basis, which was recorded to additional paid in capital. Customer Warrant 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 Warrant has a $1.152 exercise price per share and a 10-year term to expiration. The Customer Warrant vests upon the achievement of certain performance conditions (i.e., sales milestones) defined in the agreement, and upon a change of control, either 50% or 100% of the then unvested Customer Warrant will become fully vested, dependent on the acquiring party in the change of control transaction. The Customer Warrant can be exercised for cash or on a cashless basis. The Company followed the guidance in ASC 718 and ASC 606 for the accounting of non-cash consideration payable to a customer. The Company determined that the Customer Warrant met the requirements for equity classification under ASC 718 and measured the Customer Warrant based on its grant date fair value, estimated to be $0.2 million. The Company recorded this amount as a deferred asset and additional paid in capital as of the issuance date, as the Company believes it is probable that all performance conditions (i.e., sales milestones) in the Customer Warrant will be met. As of June 30, 2023, the deferred asset balance outstanding is approximately $0.1 million, which will be recognized as a reduction in revenue in future periods. The vesting status of the Customer Warrant at June 30, 2023 and December 31,2022 was as follows: June 30, 2023 December 31, 2022 Vested Customer Warrant shares 1,340,297 1,340,297 Unvested Customer Warrant shares 1,340,310 1,340,310 2,680,607 2,680,607 |
FORWARD WARRANT AGREEMENT
FORWARD WARRANT AGREEMENT | 6 Months Ended |
Jun. 30, 2023 | |
FORWARD WARRANT AGREEMENT | |
FORWARD WARRANT AGREEMENT | 13. 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 up to 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 On June 30, 2022, pursuant to the Forward Warrant 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 on a stock exchange, provided that if the listing has not occurred by the second anniversary of the Forward Warrant Agreement (October 2023), Ampere is not obligated to make the additional payment. Upon the payment of such additional amounts, the warrant will vest and be exercisable with respect to the remaining 500,000 shares. The Forward Warrant Agreement further provides that the Company will use commercially reasonable efforts to file a registration statement to register the resale of the remaining shares underlying the warrant. The Company filed a registration statement registering the resale of the initial 500,000 shares issued under the warrant which was declared effective during the year ended December 31, 2022. 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 at inception using the Forward Contract Pricing methodology. The Forward Warrant Agreement was subsequently re- measured at each reporting period using the Forward Contract Pricing methodology with the change in fair value recorded in general and administrative expense in the condensed consolidated statement of operations. The calculated fair value of the Forward Warrant Agreement was a derivative asset at June 30, 2023 and December 31, 2022 of $1.1 million and $2.2 million, respectively. The change in the fair value of the Forward Warrant Agreement is included in selling, general and administrative expense. The change in the fair value of the Forward Agreement in the three and six months ended June 30, 2023 was a loss of less than $0.1 million and a loss of $1.1 million, respectively. The change in the fair value of the Forward Warrant Agreement in the three and six months ended June 30, 2022 was a gain of $2.1 million and $5.1 million, respectively. The following table represents key valuation assumptions as of June 30, 2023 and December 31, 2022: Valuation Assumptions June 30, 2023 December 31, 2022 Holding period (in years) 0.267 0.767 Risk-free rate 5.36 % 4.69 % Probability of the contingency occurring 25 % 50 % Underlying value per share $ 1.18 $ 0.73 In the six months ended June 30, 2023, the Company reduced the estimated probability of occurrence for the Forward Warrant Agreement from 50% to 25% due to less than favorable market conditions and reduced time until expiration. |
CONCENTRATIONS, SIGNIFICANT CUS
CONCENTRATIONS, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC AREAS | 6 Months Ended |
Jun. 30, 2023 | |
CONCENTRATIONS, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC AREAS | |
CONCENTRATIONS, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC AREAS | 14. CONCENTRATIONS, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC AREAS: Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments in the form of commercial paper and corporate bonds, and trade accounts receivable. The Company’s cash and cash equivalents and short- term investments are placed with high-credit-quality financial institutions, and at times exceed federally insured limits. To date, the Company has not experienced any credit loss relating to its cash and cash equivalents or short-term investments. Significant customers that represent 10% or more of revenue are set forth in the following tables: Three Months Ended June 30, 2023 2022 Customer A 34 % 19 % Customer B 25 % 32 % Customer C * 22 % Customer D 11 % 19 % Customer E 20 % * % Six Months Ended June 30 2023 2022 Customer A 21 % 33 % Customer B 22 % 28 % Customer C * 16 % Customer D * 10 % Customer E 32 % * % Customer F 13 % * % In the three and six months ended June 30, 2023, sales to government entities comprised 75.4% and 78.1% of the Company’s total revenue, respectively. In the three and six months ended June 30, 2022, sales to government entities comprised Significant customers that represent 10% or more of accounts receivable are set forth in the following tables: June 30, 2023 December 31, 2022 Customer A 65 % 65 % Customer B * 13 % Customer C * 10 % Customer D 15 % * * Customer accounted for less than 10% of revenue or accounts receivable in the respective period The following table presents a summary of revenue by geography for the three and six months ended June 30, 2023 and June 30, 2022 Three Months Ended June 30, 2023 2022 United States $ 3,207 $ 1,649 Europe 120 485 Total revenue $ 3,327 $ 2,134 Six Months Ended June 30, (In thousands) 2023 2022 United States $ 5,247 $ 3,550 Europe 280 688 Total revenue $ 5,527 $ 4,238 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. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | 15. 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 tables set forth the computation of basic and diluted net per share of common stock for the three and six months ended June 30, 2023 and June 30, 2022: Weighted Average Shares (In thousands except per share amounts) Net Loss Outstanding Per Share Amount Three Months Ended June 30, 2023 Basic $ (16,966) 128,515 $ (0.13) Dilutive effect of common equivalent shares — — — Dilutive $ (16,966) 128,515 $ (0.13) Weighted Average Shares (In thousands except per share amounts) Net Loss Outstanding Per Share Amount Three Months Ended June 30, 2022 Basic $ (12,252) 114,096 $ (0.11) Dilutive effect of common equivalent shares — — — Dilutive $ (12,252) 114,096 $ (0.11) Weighted Average Shares (In thousands except per share amounts) Net Loss Outstanding Per Share Amount Six Months Ended June 30, 2023 Basic $ (40,320) 126,657 $ (0.32) Dilutive effect of common equivalent shares — — — Dilutive $ (40,320) 126,657 $ (0.32) Weighted Average Shares (In thousands except per share amounts) Net Loss Outstanding Per Share Amount Six Months Ended June 30, 2022 Basic $ (29,894) 84,061 $ (0.36) Dilutive effect of common equivalent shares — — — Dilutive $ (29,894) 84,061 $ (0.36) There are 3,059,273 Sponsor Vesting Shares 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 June 30, 2023 or June 30, 2022. The weighted-average common shares outstanding for the three and six months ended June 30, 2023 include 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 potential common shares from the computation of diluted net loss per share for the six months ended June 30, 2023 and June 30, 2022: Six Months Ended June 30 2023 2022 Common Stock Warrants (1) 14,415,297 14,176,066 Stock Options 5,466,550 9,482,711 Restricted Stock Units 11,189,011 11,850,526 31,070,858 35,509,303 (1) The number of outstanding warrants does not include unvested Customer Warrants for 1,340,310 and 1,608,370 shares as of June 30, 2023 and June 30, 2022, respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
INCOME TAXES | |
INCOME TAXES | 16. INCOME TAXES: The Company did not record income tax expense for the three and six months ended June 30, 2023 or the three and six months ended June 30, 2022 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. The Company has deferred tax assets as a result of temporary differences between the taxable income on its tax returns and U.S. GAAP income, R&D tax credit carry forwards and federal and state net operating loss carry forwards. A deferred tax asset generally represents future tax benefits to be received when temporary differences previously reported in the Company’s consolidated financial statements become deductible for income tax purposes, when net operating loss carry forwards could be applied against future taxable income, or when tax credit carry forwards are utilized in the Company’s tax returns. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net U.S. federal and state deferred tax assets have been fully offset by a valuation allowance. Utilization of the net operating losses and credits may be subject to substantial annual limitation due to federal and state ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating losses and credits before their utilization. The Company has not performed a Section 382 analysis to determine if an ownership change occurred and whether the use of net operating loss carryforwards and credits carryforwards will be limited to offset future taxable income. For financial statement purposes, the Company has included the federal and state net operating losses and credits in the deferred tax assets with a full valuation allowance. |
RESTRUCTURING AND SEVERANCE
RESTRUCTURING AND SEVERANCE | 6 Months Ended |
Jun. 30, 2023 | |
RESTRUCTURING AND SEVERANCE | |
RESTRUCTURING AND SEVERANCE | 17. RESTRUCTURING AND SEVERANCE: In February 2023, the Company announced an updated business strategy, including revisions to the Company’s technology roadmap. In connection with this updated strategy, the Company implemented a workforce reduction in order to focus the organization and its resources on nearer-term strategic priorities. The reduction in the workforce impacted approximately 50 employees or approximately 28% of the Company’s then workforce. Affected employees were offered separation benefits, including severance payments and temporary healthcare coverage assistance. The Company began implementing activities with respect to the revised business plan, updated technology roadmap and reduction in workforce in February 2023. The following table presents a summary of restructuring activities in the six months ended June 30, 2023: (in thousands) Initial restructuring charge recorded in February 2023 $ 991 Payments in the three months ended March 31, 2023 (853) Payments in the three months ended June 30, 2023 (80) Balance at June 30, 2023 $ 58 The Company currently expects that the remaining balance in its restructuring accrual at June 30, 2023 will be paid by September 30, 2023. In addition to the charge for restructuring, the Company also incurred $1.0 million for contractual severance benefits related to executive officers of the Company that were terminated in the six months ended June 30, 2023. The remaining balance in the Company’s accrual for contractual severance benefits related to executive officers at June 30, 2023 of $0.7 million will be paid out monthly through February 2024. |
CONTINGENCIES
CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
CONTINGENCIES | |
CONTINGENCIES | 18. CONTINGENCIES: 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. |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
BUSINESS COMBINATION | |
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) Cash - SNII trust and cash (net of redemption) $ 77,769 Cash - PIPE 147,510 Cash - SNII operating account 325 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 preferred stock** 2,902,302 Total shares of Common Stock immediately after Business Combination 113,810,285 * Includes (i) 2,479,000 shares of “Promote Sponsor Vesting Shares” and (ii) 580,273 shares of “Sponsor Redemption-Based Vesting Shares”. ** 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”). (ii) the conversion ratio to Legacy Rigetti Common Stock for the Legacy Series C Preferred Stock was one-for-one and for Legacy Series C-1 Preferred Stock was eight-for-one. |
EARN-OUT LIABILITY (Tables)
EARN-OUT LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
EARN-OUT LIABILITY. | |
Schedule Of Fair Value Of The Common Stock Warrant Liabilities Measured Using Black Scholes Approach | Valuation Assumptions June 30, 2023 December 31, 2022 March 2, 2022 Stock price $ 1.18 $ 0.73 $ 9.43 Simulated trading days 925 1,050 1,198 Annual volatility 102.1 % 109.30 % 30.50 % Risk-free rate 4.32 % 4.04 % 1.74 % Estimated time to expiration (years) 3.67 4.17 5.00 |
CHANGES IN STOCKHOLDERS' EQUI_2
CHANGES IN STOCKHOLDERS' EQUITY(DEFICIT) (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
CHANGES IN STOCKHOLDERS' EQUITY(DEFICIT). | |
CHANGES IN STOCKHOLDERS' EQUITY(DEFICIT) | A reconciliation of the changes in stockholders’ equity (deficit) is as follows: Three and Six Months Ended June 30, 2023: Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Stockholders’ (In thousands) Shares Amount Capital Gain (Loss) Deficit Equity (Deficit) Balance, March 31, 2023 129,171 $ 12 $ 431,466 $ (6) $ (302,006) $ 129,466 Issuance of common stock upon exercise of stock options 564 — 152 — — 152 Issuance of common stock upon exercise of common stock warrants 16 — — — — — Issuance of common stock upon release of restricted stock units 781 — — — — — Proceeds from sale of common stock through Purchase Agreement 1,869 1 2,347 — — 2,348 Stock-based compensation — — 3,355 — — 3,355 Foreign currency translation gain — — — 4 — 4 Change in unrealized loss on available-for-sale securities — — — 3 — 3 Net loss — — — — (16,966) (16,966) Balance, June 30, 2023 132,401 $ 13 $ 437,320 $ 1 $ (318,972) $ 118,362 Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Stockholders’ (In thousands) Shares Amount Capital Gain (Loss) Deficit Equity (Deficit) Balance, December 31, 2022 125,257 $ 12 $ 429,025 $ (161) $ (278,652) $ 150,224 Issuance of common stock upon exercise of stock options 3,424 — 902 — — 902 Issuance of common stock upon exercise of common stock warrants 143 1 1 Issuance of common stock upon release of restricted stock units 1,708 — — — — — Proceeds from sale of common stock through Purchase Agreement 1,869 1 2,347 — — 2,348 Capitalization of deferred costs to equity upon share issuance — — (13) — — (13) Stock-based compensation — — 5,058 — — 5,058 Foreign currency translation loss — — — (79) — (79) Change in unrealized loss on available-for-sale securities — — — 241 — 241 Net loss — — — — (40,320) (40,320) Balance, June 30, 2023 132,401 $ 13 $ 437,320 $ 1 $ (318,972) $ 118,362 Three and Six Months Ended June 30, 2022: Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Stockholders’ (In thousands) Shares Amount Capital Gain (Loss) Deficit Equity (Deficit) Balance, March 31, 2022 113,810 $ 11 $ 388,684 $ 61 $ (224,773) $ 163,983 Issuance of common stock upon exercise of stock options 230 — 62 — — 62 Issuance of common stock upon exercise of common stock warrants 1,702 — 5,011 — — 5,011 Issuance of common stock upon release of RSUs 1,361 — — — — — Reclassification of loan and security agreement warrants to equity — — 6,370 — — 6,370 Settlement of the first tranche of forward contract — — (3,305) — — (3,305) Stock-based compensation — — 11,041 — — 11,041 Capitalization of deferred costs to equity upon share issuance — — (848) — — (848) Foreign currency translation gain — — — 38 — 38 Net loss — — — — (12,252) (12,252) Balance, June 30, 2022 117,103 $ 11 $ 407,015 $ 99 $ (237,025) $ 170,100 Accumulated Redeemable Convertible Additional Other Total Preferred Stock* Common Stock Paid-In Comprehensive Accumulated Stockholders’ (In thousands) Shares Amount Shares Amount Capital Gain (Loss) Deficit Equity (Deficit) Balance, December 31, 2021 77,697 $ 81,523 18,221 $ 2 $ 135,549 $ 52 $ (207,131) $ (71,528) Issuance of common stock upon conversion of Legacy Series C and C-1 preferred stock in connection with the Business Combination (Note3) (77,697) (81,523) 57,380 6 81,517 — — 81,523 Issuance of common stock through Business Combination and PIPE Financing, net of transaction costs and derivative liabilities (Note 3) — — 34,851 3 159,535 — — 159,538 Issuance of common stock upon exercise of stock options — — 1,353 — 636 — — 636 Issuance of common stock upon exercise of common stock warrants — — 3,937 — 5,039 — — 5,039 Issuance of common stock upon release of RSUs — — 1,361 — — — — — Reclassification of loan and security agreement warrants to equity — — — — 6,370 — — 6,370 Settlement of the first tranche of forward contract — — — — (3,305) — — (3,305) Stock-based compensation — — — — 22,522 — — 22,522 Capitalization of deferred costs to equity upon share issuance — — — — (848) (848) Foreign currency translation gain — — — — — 47 — 47 Net loss — — — — — — (29,894) (29,894) Balance, June 30, 2022 — $ — 117,103 $ 11 $ 407,015 $ 99 $ (237,025) $ 170,100 * 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 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
REVENUE RECOGNITION | |
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 six months ended June 30, 2023 and June 30, 2022: Three Months Ended June 30, (In thousands) 2023 2022 Collaborative research, other professional services and related materials $ 2,484 $ 1,477 Access to quantum computing systems 843 657 $ 3,327 $ 2,134 Six Months Ended June 30, (In thousands) 2023 2022 Collaborative research, other professional services and related materials $ 4,294 $ 2,992 Access to quantum computing systems 1,233 1,246 $ 5,527 $ 4,238 Three Months Ended June 30, (In thousands) 2023 2022 Revenue recognized at a point in time $ 336 $ — Revenue recognized over time 2,991 2,134 $ 3,327 $ 2,134 Six Months Ended June 30, (In thousands) 2023 2022 Revenue recognized at a point in time $ 336 $ — Revenue recognized over time 5,191 4,238 $ 5,527 $ 4,238 |
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 June 30, 2023 and December 31, 2022 were as follows: (In thousands) June 30, 2023 December 31, 2022 Trade receivables $ 7,576 $ 6,143 Unbilled receivables $ 53 $ 92 Deferred revenue $ (833) $ (961) |
Summary of Change in Contract with Customer, Asset and Liability | Changes in deferred revenue from contracts with customers were as follows: Six Months Ended June 30, (In thousands) 2023 2022 Balance at beginning of period $ (961) $ (985) Deferral of revenue (1,216) (673) Recognition of deferred revenue 1,344 550 Total deferred revenue at end of period $ (833) $ (1,108) |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
INVESTMENTS | |
Schedule of Fair Value of the Available-For-Sale Fixed Income Investments | June 30, 2023 Amortized Unrealized Unrealized Fair (In thousands) Cost Gains Losses Value Cash equivalents Money market funds $ 16,947 $ — $ — $ 16,947 Available-for-sale investments U.S. treasury securities $ 20,939 $ — $ (28) $ 20,911 U.S. government agency bonds 45,107 9 (32) 45,084 Corporate bonds 11,314 — (22) 11,292 Commercial paper 6,478 — — 6,478 Available-for-sale investments – short-term $ 83,838 $ 9 $ (82) $ 83,765 December 31, 2022 Amortized Unrealized Unrealized Fair (In thousands) Cost Gains Losses Value Cash equivalents Money market funds $ 36,346 $ — $ — $ 36,346 Available-for-sale investments U.S. treasury securities $ 58,514 $ — $ (304) $ 58,210 Corporate bonds 3,581 — (10) 3,571 Commercial paper 23,142 — — 23,142 Available-for-sale investments – short-term $ 85,237 $ — $ (314) $ 84,923 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
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 June 30, 2023 and December 31, 2022 are as follows: June 30, 2023 Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs (In thousands) (Level 1) (Level 2) (Level 3) Assets: Cash equivalents: Money market funds $ 16,947 $ — $ — Short-term investments: U.S. treasury securities 20,911 — — U.S. government agency bonds — 45,084 — Corporate bonds — 11,292 — Commercial paper — 6,478 — Forward warrant agreement — — 1,085 Total Assets $ 37,858 $ 62,854 $ 1,085 Liabilities Derivative warrant liability – Public Warrants $ 1,245 $ — $ — Derivative warrant liability – Private Warrants — — 1,400 Earn-out liabilities — — 1,837 Total Liabilities $ 1,245 $ — $ 3,237 December 31, 2022 Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs (In thousands) (Level 1) (Level 2) (Level 3) Assets: Cash Equivalents: Money Market Funds $ 36,346 $ — $ — Short-term investments: U.S treasury securities 58,210 — — Corporate bonds — 3,571 — Commercial paper — 23,142 — Forward Warrant Agreement — — 2,229 Total Assets $ 94,556 $ 26,713 $ 2,229 Liabilities Derivative warrant liability – Public Warrants $ 699 $ — $ — Derivative warrant liability – Private Warrants — — 1,068 Earn-out liabilities — — 1,206 Total Liabilities $ 699 $ — $ 2,274 |
Change in Fair Value of Derivative Liabilities | A summary of the changes in the fair value of the Company’s Level 3 financial instruments in the six months ended June 30, 2023 and June 30, 2022 are as follows: Derivative Derivative Forward warrant liability - warrant liability - Warrant Earn-out (in thousands) Trinity Warrants Private Warrants Agreement Liability Balance – December 31, 2022 $ — $ 1,068 $ (2,229) $ 1,206 Change in fair value - three months ended March 31, 2023 — 623 1,100 281 Transfer from Private Warrants to Public Warrants — (158) — — Change in fair value - three months ended June 30, 2023 — (133) 44 350 Balance – June 30, 2023 $ — $ 1,400 $ (1,085) $ 1,837 Balance – December 31, 2021 $ 4,355 $ — $ 230 $ — Initial measurement upon Business Combination March 2, 2022 (Note 3) — 9,612 — 20,413 Change in fair value - three months ended March 31, 2022 517 801 (2,970) (5,991) Change in fair value - three months ended June 30, 2022 1,498 (3,871) (2,108) (6,566) Extinguishment due to exercise of the warrants (6,370) — 3,305 — Balance – June 30, 2022 $ — $ 6,542 $ (1,543) $ 7,856 |
SHARE-BASED COMPENSATION - (Tab
SHARE-BASED COMPENSATION - (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Intrinsic Value [Table Text Block] | The following is a summary of stock option activity in the six months ended June 30, 2023: Weighted Average Exercise Options Outstanding Price Per Share Outstanding, December 31, 2022 8,845,903 $ 0.40 Granted 500,000 0.60 Exercised (3,423,699) 0.27 Forfeited and expired (455,654) 0.27 Outstanding, June 30, 2023 5,466,550 $ 0.52 Exercisable, June 30, 2023 2,451,923 $ 0.27 |
Schedule of Activity Related to Restricted Stock Units | The following is a summary of activity in RSUs in the six months ended June 30, 2023: Weighted Average Grant Date Fair Restricted stock units Shares Value Non-vested at December 31, 2022 11,332,591 $ 4.36 Granted 5,453,371 0.65 Forfeited (1,784,713) 4.48 Vested (3,812,238) 4.54 Non-vested at June 30, 2023 11,189,011 $ 2.49 |
Schedule Of Employee Service Share Based Compensation Allocation Of Recognized Period Costs | The table below summarizes total stock-based compensation expenses in the three and six months ended June 30, 2023 and June 30, 2022: Three Months Ended June 30, (In thousands) 2023 2022 Research and development $ 2,375 $ 2,209 Selling, general and administrative expenses 980 8,832 Total stock-based compensation expenses $ 3,355 $ 11,041 Six Months Ended June 30, (In thousands) 2023 2022 Research and development $ 3,902 $ 4,598 Selling, general and administrative expenses 1,156 17,924 Total stock-based compensation expenses $ 5,058 $ 22,522 |
Restricted Stock Units (RSUs) | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions | Market-based Performance Valuation Assumptions RSUs Stock price $ 0.60 Simulated trading days 1,260 Annual volatility 140.5 % Risk- free rate 3.63 % Estimated time to expiration (years) 5.00 |
Stock Options | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions | Time-based Stock Option Valuation Assumptions Grants Strike price $ 0.60 Annual volatility 140.5 % Risk- free rate 3.54 % Expected term (years) 6.02 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
FINANCING ARRANGEMENTS | |
Long term debt and the unamortized discount | 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) June 30, 2023 December 31, 2022 Outstanding principal amount $ 27,852 $ 30,709 Add: accreted liability of final payment fee 497 407 Less: unamortized debt discount, long-term (564) (990) Less: current portion of long-term debt principal (11,689) (9,491) Debt – net of current portion $ 16,096 $ 20,635 Current portion of long-term debt – principal 11,689 9,491 Less: current portion of unamortized debt discount $ (1,023) $ (1,188) Debt – current portion $ 10,666 $ 8,303 |
Scheduled principal payments on total outstanding debt | Scheduled principal payments on total outstanding debt as of June 30, 2023 and December 31,2022 are as follows: (In thousands) June 30, 2023 December 31, 2022 2023 $ 5,476 $ 9,491 2024 12,931 13,007 2025 9,047 8,020 2026 398 191 $ 27,852 $ 30,709 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
COMMON STOCK | |
Summary of Conversions of Stock | As of June 30, 2023, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments: Common Stock Warrants 17,064,096 Stock-Based Awards—RSUs Outstanding 11,189,011 Stock-Based Awards—Options Outstanding 5,466,550 Total 33,719,657 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Class of Warrant or Right [Line Items] | |
Schedule Of Fair Value Of The Common Stock Warrant Liabilities Measured Using Black Scholes Approach | Valuation Assumptions June 30, 2023 December 31, 2022 March 2, 2022 Stock price $ 1.18 $ 0.73 $ 9.43 Simulated trading days 925 1,050 1,198 Annual volatility 102.1 % 109.30 % 30.50 % Risk-free rate 4.32 % 4.04 % 1.74 % Estimated time to expiration (years) 3.67 4.17 5.00 |
Summary of vesting status of the Customer Warrant | June 30, 2023 December 31, 2022 Vested Customer Warrant shares 1,340,297 1,340,297 Unvested Customer Warrant shares 1,340,310 1,340,310 2,680,607 2,680,607 |
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 | Valuation Assumptions June 30, 2023 December 31, 2022 March 2, 2022 Stock Price $ 1.18 $ 0.73 $ 9.43 Strike Price $ 11.50 $ 11.50 $ 11.50 Volatility (annual) 102.10 % 109.26 % 30.66 % Risk-free rate 4.320 % 4.04 % 1.74 % Estimated time to expiration (years) 3.670 4.172 5.000 Dividend yield — % — % — % |
Trinity Warrants | |
Class of Warrant or Right [Line Items] | |
Schedule Of Fair Value Of The Common Stock Warrant Liabilities Measured Using Black Scholes Approach | Valuation Assumptions June 30, 2022 Stock price $ 8.23 Strike price $ 0.27 Annual volatility 105.10 % Risk-free rate 2.94 % Estimated time to expiration (years) 9.000 Dividend yield — % |
FORWARD WARRANT AGREEMENT (Tabl
FORWARD WARRANT AGREEMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
FORWARD WARRANT AGREEMENT | |
Summary of Fair Value Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques | Valuation Assumptions June 30, 2023 December 31, 2022 Holding period (in years) 0.267 0.767 Risk-free rate 5.36 % 4.69 % Probability of the contingency occurring 25 % 50 % Underlying value per share $ 1.18 $ 0.73 |
CONCENTRATIONS, SIGNIFICANT C_2
CONCENTRATIONS, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC AREAS - (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Concentration Risk [Line Items] | |
Summary of Revenue by Geography | Six Months Ended June 30, (In thousands) 2023 2022 United States $ 5,247 $ 3,550 Europe 280 688 Total revenue $ 5,527 $ 4,238 |
Revenue | |
Concentration Risk [Line Items] | |
Summary of customers revenue and accounts receivable | Three Months Ended June 30, 2023 2022 Customer A 34 % 19 % Customer B 25 % 32 % Customer C * 22 % Customer D 11 % 19 % Customer E 20 % * % Six Months Ended June 30 2023 2022 Customer A 21 % 33 % Customer B 22 % 28 % Customer C * 16 % Customer D * 10 % Customer E 32 % * % Customer F 13 % * % |
Accounts receivable | |
Concentration Risk [Line Items] | |
Summary of customers revenue and accounts receivable | June 30, 2023 December 31, 2022 Customer A 65 % 65 % Customer B * 13 % Customer C * 10 % Customer D 15 % * * Customer accounted for less than 10% of revenue or accounts receivable in the respective period |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
NET LOSS PER SHARE | |
Schedule of Earnings Per Share Basic Aand Diluted | Weighted Average Shares (In thousands except per share amounts) Net Loss Outstanding Per Share Amount Three Months Ended June 30, 2023 Basic $ (16,966) 128,515 $ (0.13) Dilutive effect of common equivalent shares — — — Dilutive $ (16,966) 128,515 $ (0.13) Weighted Average Shares (In thousands except per share amounts) Net Loss Outstanding Per Share Amount Three Months Ended June 30, 2022 Basic $ (12,252) 114,096 $ (0.11) Dilutive effect of common equivalent shares — — — Dilutive $ (12,252) 114,096 $ (0.11) Weighted Average Shares (In thousands except per share amounts) Net Loss Outstanding Per Share Amount Six Months Ended June 30, 2023 Basic $ (40,320) 126,657 $ (0.32) Dilutive effect of common equivalent shares — — — Dilutive $ (40,320) 126,657 $ (0.32) Weighted Average Shares (In thousands except per share amounts) Net Loss Outstanding Per Share Amount Six Months Ended June 30, 2022 Basic $ (29,894) 84,061 $ (0.36) Dilutive effect of common equivalent shares — — — Dilutive $ (29,894) 84,061 $ (0.36) |
Schedule of Antidilutive Securities Excluded From Computation of Earnings | Six Months Ended June 30 2023 2022 Common Stock Warrants (1) 14,415,297 14,176,066 Stock Options 5,466,550 9,482,711 Restricted Stock Units 11,189,011 11,850,526 31,070,858 35,509,303 (1) The number of outstanding warrants does not include unvested Customer Warrants for 1,340,310 and 1,608,370 shares as of June 30, 2023 and June 30, 2022, respectively. |
RESTRUCTURING AND SEVERANCE (Ta
RESTRUCTURING AND SEVERANCE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
RESTRUCTURING AND SEVERANCE | |
Summary of restructuring activities | (in thousands) Initial restructuring charge recorded in February 2023 $ 991 Payments in the three months ended March 31, 2023 (853) Payments in the three months ended June 30, 2023 (80) Balance at June 30, 2023 $ 58 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Mar. 02, 2022 |
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 |
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 |
RECENT ACCOUNTING DEVELOPMENTS
RECENT ACCOUNTING DEVELOPMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
RECENT ACCOUNTING DEVELOPMENTS. | |||
Operating Lease Right Of Use Asset | $ 8,552 | $ 9,316 | $ 6,300 |
Operating Lease Liabilities | 6,600 | ||
Adjustments To Deferred Rent | 300 | ||
Accumulated Deficit | $ (318,972) | $ (278,652) | $ 0 |
BUSINESS COMBINATION - Summary
BUSINESS COMBINATION - Summary of Net proceeds from Business Combination and PIPE financing (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 02, 2022 | Jun. 30, 2022 | |
BUSINESS COMBINATION | ||
Cash - SNII trust and cash (net of redemption) | $ 77,769 | |
Cash - PIPE | 147,510 | |
Cash - SNII operating account | 325 | |
Net proceeds from Business Combination and PIPE | $ 225,604 | $ 225,604 |
BUSINESS COMBINATION - Summar_2
BUSINESS COMBINATION - Summary of Net proceeds from Business Combination and PIPE financing (Parenthetical) (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 02, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
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 | 16,700 | ||
Proceeds from business combination net of transaction costs paid | 225,604 | $ 225,604 | |
Adjustment to additional paid in combination business combination proceed net of transaction costs | 159,550 | ||
Adjustment to additional paid in capital earn-out liabilities | 20,400 | $ 20,400 | |
Sponsor Agreement | |||
Disclosure In Tabular Form Of Net Proceeds From Business Combination [Line Items] | |||
Proceeds from business combination net of transaction costs paid | 19,750 | ||
Public Warrants | |||
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 | |||
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) | Mar. 02, 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 |
Total shares of Common Stock immediately after Business Combination | 113,810,285 |
Common Class A [Member] | |
Disclosure In Tabular Form Of Reconciliation Of Common Stock Shares Issued Following Business Combination [Line Items] | |
Less: redemption of SNII Class A ordinary shares | (22,915,538) |
Common Stock-SNII Class ordinary shares | 11,584,462 |
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] | |
Common Stock-SNII Class A, outstanding prior to Business Combination | 34,500,000 |
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) | Mar. 02, 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 | 0.7870 |
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 Millions | 6 Months Ended | |||||
Mar. 02, 2022 $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 23, 2021 USD ($) $ / shares shares | Oct. 06, 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 | |||
Preferred stock shares authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock number of votes per share | 1 | |||||
Preferred stock, shares issued | shares | 0 | 0 | ||||
Preferred stock, Outstanding | shares | 0 | 0 | ||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class of warrants or rights outstanding exercise price per share of the resulting company due to business combination | 11.50 | |||||
Class of warrants or rights number of shares covered by each warrant or right in the resulting company due to business combination | 1 | |||||
Temporary equity of previous company converted into permanent equity of the resultant company par or stated value per share | $ 0.000001 | |||||
Common stock shares exchange ratio | 0.7870 | |||||
Common stock shares issued as a result of exchange | shares | 78,959,579 | |||||
Number of trading days for determining the share price | 20 days | |||||
One-time bonus | $ | $ 2.1 | |||||
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 | |||||
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 | |||||
Supernova Acquisition [Member] | Sponsor Agreement [Member] | Tranche One [Member] | ||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Shares subject to vesting | shares | 2,479,000 | |||||
Volume weighted average price per share | $ 12.50 | |||||
Shares subject to vesting maximum period | 5 years | |||||
Number of consecutive trading days for determining the share price | 30 days | |||||
Supernova Acquisition [Member] | Sponsor Agreement [Member] | Tranche Two [Member] | ||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Shares subject to vesting | shares | 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 Acquisition [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 | $ | $ 102.5 | |||||
Supernova Acquisition [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 |
EARN-OUT LIABILITY - Summary of
EARN-OUT LIABILITY - Summary of Significant Inputs of Earnout Liability Based on Monte Carlo Simulation Models (Detail) | Jun. 30, 2023 $ / shares Y D | Dec. 31, 2022 D Y $ / shares | Mar. 02, 2022 Y D $ / shares |
Stock price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Valuation Assumptions | $ / shares | 1.18 | 0.73 | 9.43 |
Measurement Input Simulated Trading Days | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Valuation Assumptions | D | 925 | 1,050 | 1,198 |
Annual volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Valuation Assumptions | 102.1 | 109.30 | 30.50 |
Risk-free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Valuation Assumptions | 4.32 | 4.04 | 1.74 |
Estimated time to expiration (years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Valuation Assumptions | Y | 3.67 | 4.17 | 5 |
EARN-OUT LIABILITY - Additional
EARN-OUT LIABILITY - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 02, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
EARN-OUT LIABILITY. | ||||||
Adjustment to additional paid in capital earn-out liabilities | $ 20,400 | $ 20,400 | ||||
Earn-out Liability At Fair Value | $ 1,800 | 1,800 | $ 1,200 | |||
Change in fair value of earn-out liability | $ 350 | $ (6,566) | $ 631 | $ (12,557) |
CHANGES IN STOCKHOLDERS' EQUI_3
CHANGES IN STOCKHOLDERS' EQUITY(DEFICIT) - Summary of Reconciliation of Changes in Stockholders Equity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Beginning balance | $ 129,466 | $ 163,983 | $ 150,224 | $ (71,528) |
Issuance of common stock upon conversion of legacy Series C and Series C-1 preferred stock in connection with the Business Combination | 81,523 | |||
Issuance of common stock upon exercise of stock options | 152 | 62 | $ 902 | 636 |
Issuance of common stock upon exercise of stock options, shares | 3,423,699 | |||
Issuance of common stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities, as restated | 159,538 | |||
Issuance of common stock upon release of RSUs | 0 | |||
Issuance of common stock upon exercise of common stock warrants | 0 | 5,011 | $ 1 | 5,039 |
Proceeds from sale of common stock through Purchase Agreement | 2,348 | 2,348 | ||
Stock-Based Compensation | 3,355 | 11,041 | 5,058 | 22,522 |
Settlement of the first tranche of forward contract | 3,305 | 3,305 | ||
Reclassification of loan and security agreement warrants to equity | 6,370 | 6,370 | ||
Capitalization of deferred costs to equity upon share issuance | (848) | (13) | (848) | |
Foreign currency translation gain (loss) | 4 | 38 | (79) | 47 |
Change in unrealized loss on available-for-sale securities | 3 | 241 | ||
Net loss | (16,966) | (12,252) | (40,320) | (29,894) |
Ending balance | 118,362 | 170,100 | 118,362 | 170,100 |
Common Stock | ||||
Beginning balance | $ 12 | $ 11 | $ 12 | $ 2 |
Common Stock-SNII Class A, outstanding prior to Business Combination | 129,171 | 113,810 | 125,257 | 18,221 |
Issuance of common stock upon conversion of legacy Series C and Series C-1 preferred stock in connection with the Business Combination | $ 6 | |||
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 | |||
Issuance of common stock upon exercise of stock options, shares | 564 | 230 | 3,424 | 1,353 |
Issuance of common stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities, as restated | $ 3 | |||
Issuance of common stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities, as restated, shares | 34,851 | |||
Issuance of common stock upon release of RSUs (Share) | 781 | 1,361 | 1,708 | 1,361 |
Issuance of common stock upon exercise of common stock warrants (Share) | 16 | 1,702 | 143 | 3,937 |
Proceeds from sale of common stock through Purchase Agreement | $ 1 | $ 1 | ||
Proceeds from sale of common stock through Purchase Agreement ( in Share) | 1,869 | 1,869 | ||
Ending balance | $ 13 | $ 11 | $ 13 | $ 11 |
Total shares of Common Stock immediately after Business Combination | 132,401 | 117,103 | 132,401 | 117,103 |
Additional Paid-In Capital | ||||
Beginning balance | $ 431,466 | $ 388,684 | $ 429,025 | $ 135,549 |
Issuance of common stock upon conversion of legacy Series C and Series C-1 preferred stock in connection with the Business Combination | 81,517 | |||
Issuance of common stock upon exercise of stock options | 152 | 62 | 902 | 636 |
Issuance of common stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities, as restated | 159,535 | |||
Issuance of common stock upon exercise of common stock warrants | 5,011 | 1 | 5,039 | |
Proceeds from sale of common stock through Purchase Agreement | 2,347 | 2,347 | ||
Stock-Based Compensation | 3,355 | 11,041 | 5,058 | 22,522 |
Settlement of the first tranche of forward contract | 3,305 | 3,305 | ||
Reclassification of loan and security agreement warrants to equity | 6,370 | 6,370 | ||
Capitalization of deferred costs to equity upon share issuance | (848) | (13) | (848) | |
Ending balance | 437,320 | 407,015 | 437,320 | 407,015 |
Accumulated Other Comprehensive Gain (Loss) | ||||
Beginning balance | (6) | 61 | (161) | 52 |
Foreign currency translation gain (loss) | 4 | 38 | (79) | 47 |
Change in unrealized loss on available-for-sale securities | 3 | 241 | ||
Ending balance | 1 | 99 | 1 | 99 |
Accumulated Deficit | ||||
Beginning balance | (302,006) | (224,773) | (278,652) | (207,131) |
Net loss | (16,966) | (12,252) | (40,320) | (29,894) |
Ending balance | $ (318,972) | $ (237,025) | $ (318,972) | (237,025) |
Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member] | ||||
Beginning balance | $ 81,523 | |||
Common Stock-SNII Class A, outstanding prior to Business Combination | 77,697 | |||
Issuance of common stock upon conversion of legacy Series C and Series C-1 preferred stock in connection with the Business Combination | $ (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 | (77,697) |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Transaction price allocated to remaining performance obligations | $ 5.4 | $ 5.4 | ||
Contract with customer, liability, revenue recognized | 0.1 | $ 0.1 | 0.5 | $ 0.6 |
2023 [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Transaction price allocated to remaining performance obligations | 3.5 | 3.5 | ||
2024 [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Transaction price allocated to remaining performance obligations | $ 1.9 | $ 1.9 |
REVENUE RECOGNITION - Summary o
REVENUE RECOGNITION - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 3,327 | $ 2,134 | $ 5,527 | $ 4,238 |
Revenue recognized at a point in time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 336 | 336 | ||
Revenue recognized over time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,991 | 2,134 | 5,191 | 4,238 |
Collaborative research, other professional services and related materials [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,484 | 1,477 | 4,294 | 2,992 |
Access to quantum computing systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 843 | $ 657 | $ 1,233 | $ 1,246 |
REVENUE RECOGNITION - Summary_2
REVENUE RECOGNITION - Summary of Contract with Customer, Contract Asset, Contract Liability, and Receivable (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
REVENUE RECOGNITION | ||||
Trade receivables | $ 7,576 | $ 6,143 | ||
Unbilled receivables | 53 | 92 | ||
Deferred revenue | $ (833) | $ (961) | $ (1,108) | $ (985) |
REVENUE RECOGNITION - Summary_3
REVENUE RECOGNITION - Summary of Change in Contract with Customer, Asset and Liability (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
REVENUE RECOGNITION | ||
Balance at beginning of period | $ (961) | $ (985) |
Deferral of revenue | (1,216) | (673) |
Recognition of deferred revenue | 1,344 | 550 |
Total deferred revenue at end of period | $ (833) | $ (1,108) |
INVESTMENTS - Summary of Fair V
INVESTMENTS - Summary of Fair Value of Available For Sale Securities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 83,838 | $ 85,237 |
Unrealized Gains | 9 | |
Unrealized Losses | (82) | (314) |
Fair Value, Available-for-sale securities - short-term | 83,765 | 84,923 |
Money market funds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 16,947 | 36,346 |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value, Available-for-sale securities - short-term | 16,947 | 36,346 |
U.S. treasury securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 20,939 | 58,514 |
Unrealized Losses | (28) | (304) |
Fair Value, Available-for-sale securities - short-term | 20,911 | 58,210 |
U.S. government agency bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 45,107 | 3,581 |
Unrealized Gains | 9 | |
Unrealized Losses | (32) | (10) |
Fair Value, Available-for-sale securities - short-term | 45,084 | 3,571 |
Corporate bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 11,314 | |
Unrealized Losses | (22) | |
Fair Value, Available-for-sale securities - short-term | 11,292 | |
Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 6,478 | 23,142 |
Fair Value, Available-for-sale securities - short-term | $ 6,478 | $ 23,142 |
INVESTMENTS - Additional Inform
INVESTMENTS - Additional Information (Detail) $ in Millions | Jun. 30, 2023 USD ($) security |
INVESTMENTS | |
Number of positions | security | 14 |
Unrealized loss position with a market value | $ | $ 64.6 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Information About Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Earn-out Liability | $ 1,800 | $ 1,200 |
Fair Value, Inputs, Level 1 | ||
Assets: | ||
Assets | 37,858 | 94,556 |
Liabilities: | ||
Derivative liabilities | 1,245 | 699 |
Fair Value, Inputs, Level 1 | Money Market Fund | ||
Assets: | ||
Assets | 16,947 | 36,346 |
Fair Value, Inputs, Level 1 | US Treasury Securities | ||
Assets: | ||
Assets | 20,911 | 58,210 |
Fair Value, Inputs, Level 1 | U.S. government agency bonds | ||
Assets: | ||
Assets | 0 | |
Fair Value, Inputs, Level 1 | US Government Corporations and Agencies Securities | ||
Assets: | ||
Assets | 0 | 0 |
Fair Value, Inputs, Level 1 | Commercial Paper | ||
Assets: | ||
Assets | 0 | 0 |
Fair Value, Inputs, Level 1 | Earn out Liability | ||
Liabilities: | ||
Earn-out Liability | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Assets: | ||
Assets | 62,854 | 26,713 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | Money Market Fund | ||
Assets: | ||
Assets | 0 | 0 |
Fair Value, Inputs, Level 2 | US Treasury Securities | ||
Assets: | ||
Assets | 0 | 0 |
Fair Value, Inputs, Level 2 | U.S. government agency bonds | ||
Assets: | ||
Assets | 45,084 | |
Fair Value, Inputs, Level 2 | US Government Corporations and Agencies Securities | ||
Assets: | ||
Assets | 11,292 | 3,571 |
Fair Value, Inputs, Level 2 | Commercial Paper | ||
Assets: | ||
Assets | 6,478 | 23,142 |
Fair Value, Inputs, Level 2 | Earn out Liability | ||
Liabilities: | ||
Earn-out Liability | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Assets: | ||
Assets | 1,085 | 2,229 |
Liabilities: | ||
Derivative liabilities | 3,237 | 2,274 |
Fair Value, Inputs, Level 3 | Money Market Fund | ||
Assets: | ||
Assets | 0 | 0 |
Fair Value, Inputs, Level 3 | US Treasury Securities | ||
Assets: | ||
Assets | 0 | 0 |
Fair Value, Inputs, Level 3 | U.S. government agency bonds | ||
Assets: | ||
Assets | 0 | |
Fair Value, Inputs, Level 3 | US Government Corporations and Agencies Securities | ||
Assets: | ||
Assets | 0 | 0 |
Fair Value, Inputs, Level 3 | Commercial Paper | ||
Assets: | ||
Assets | 0 | 0 |
Fair Value, Inputs, Level 3 | Earn out Liability | ||
Liabilities: | ||
Earn-out Liability | 1,837 | 1,206 |
Public Warrants | Fair Value, Inputs, Level 1 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 1,245 | 699 |
Public Warrants | Fair Value, Inputs, Level 2 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Public Warrants | Fair Value, Inputs, Level 3 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Private Warrants | Fair Value, Inputs, Level 1 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Private Warrants | Fair Value, Inputs, Level 2 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Private Warrants | Fair Value, Inputs, Level 3 | Derivative | ||
Liabilities: | ||
Derivative liabilities | 1,400 | 1,068 |
Forward warrant agreement | Fair Value, Inputs, Level 1 | ||
Assets: | ||
Forward Warrant Agreement | 0 | 0 |
Forward warrant agreement | Fair Value, Inputs, Level 2 | ||
Assets: | ||
Forward Warrant Agreement | 0 | 0 |
Forward warrant agreement | Fair Value, Inputs, Level 3 | ||
Assets: | ||
Forward Warrant Agreement | $ 1,085 | $ 2,229 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Detail) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Transfers in or out of Level 3 | $ 0 | $ 0 |
Derivative Warrant Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability of warrants transferred from Level 3 to Level 1 | shares | 450,000 | |
Gain (Loss) on transfers | $ 100 | |
Maximum | Estimated Probability of Occurrence | Forward Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 50 | |
Minimum | Estimated Probability of Occurrence | Forward Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 25 |
FAIR VALUE MEASUREMENTS - Sum_2
FAIR VALUE MEASUREMENTS - Summary Of Change in Fair Value of Derivative Liabilities (Detail) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Forward Warrant Agreement [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Beginning Balance | $ (2,229) | $ 230 | $ (2,229) | $ 230 | ||
Transfer from Private Warrants to Public Warrants | 0 | 0 | ||||
Change in fair values | $ 44 | 1,100 | $ (2,108) | (2,970) | ||
Exercise of warrants | 3,305 | |||||
Ending Balance | (1,085) | (1,543) | (1,085) | (1,543) | ||
Earn out Liability [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Beginning Balance | 1,206 | 0 | 1,206 | 0 | ||
Transfer from Private Warrants to Public Warrants | 0 | (20,413) | ||||
Change in fair values | 350 | 281 | (6,566) | (5,991) | ||
Exercise of warrants | 0 | |||||
Ending Balance | 1,837 | 7,856 | 1,837 | 7,856 | ||
Trinity Warrants [Member] | Derivative Warrant Liabilities | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Beginning Balance | 0 | 4,355 | 0 | 4,355 | ||
Transfer from Private Warrants to Public Warrants | 0 | 0 | ||||
Change in fair values | 0 | 0 | 1,498 | 517 | ||
Exercise of warrants | (6,370) | |||||
Ending Balance | 0 | 0 | 0 | 0 | ||
Private Placement Warrants | Derivative Warrant Liabilities | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Beginning Balance | 1,068 | 0 | 1,068 | 0 | ||
Transfer from Private Warrants to Public Warrants | (158) | (9,612) | ||||
Change in fair values | (133) | $ 623 | (3,871) | $ 801 | ||
Exercise of warrants | 0 | |||||
Ending Balance | $ 1,400 | $ 6,542 | $ 1,400 | $ 6,542 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Grant Date Intrinsic Value (Detail) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 shares | |
SHARE-BASED COMPENSATION | ||
Outstanding | shares | 8,845,903 | |
Granted | shares | 500,000 | 0 |
Exercised | shares | (3,423,699) | |
Forfeited and expired | shares | (455,654) | |
Outstanding | shares | 5,466,550 | |
Exercisable | shares | 2,451,923 | |
Outstanding | $ / shares | $ 0.40 | |
Granted | $ / shares | 0.60 | |
Exercised | $ / shares | 0.27 | |
Forfeited and expired | $ / shares | 0.27 | |
Outstanding | $ / shares | 0.52 | |
Exercisable | $ / shares | $ 0.27 | |
Outstanding | 7 years 8 months 12 days | |
Exercisable | 6 years 3 months 18 days | |
Outstanding | $ | $ 3.6 | |
Exercisable | $ | $ 2.2 |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of Activity Related to Restricted Stock Units (Detail) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity [Line Items] | |
Beginning balance | shares | 11,332,591 |
Number of Restricted Stock Units, Granted | shares | 5,453,371 |
Number of Restricted Stock Units, Vested | shares | (3,812,238) |
Number of Restricted Stock Units, Forfeited | shares | (1,784,713) |
Ending balance | shares | 11,189,011 |
Weighted-Average Fair Value Per Share, Beginning balance | $ / shares | $ 4.36 |
Weighted-Average Fair Value Per Share, Granted | $ / shares | 0.65 |
Weighted-Average Fair Value Per Share, Vested | $ / shares | 4.54 |
Weighted-Average Fair Value Per Share, Forfeited | $ / shares | 4.48 |
Weighted-Average Fair Value Per Share, Ending balance | $ / shares | $ 2.49 |
SHARE-BASED COMPENSATION -Sched
SHARE-BASED COMPENSATION -Schedule Of Share Based Payment Award Stock Options Valuation Assumptions (Detail) | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Stock Options | |
Strike price | $ 0.60 |
Annual volatility | 140.50% |
Risk- free rate | 3.54% |
Expected term (years) | 6 years 7 days |
Restricted Stock Units (RSUs) | |
Stock price | $ 0.60 |
Simulated trading days | 1260 years |
Annual volatility | 140.50% |
Risk- free rate | 3.63% |
Expected term (years) | 5 years |
SHARE-BASED COMPENSATION - Sc_3
SHARE-BASED COMPENSATION - Schedule Of Employee Service Share Based Compensation Allocation Of Recognized Period Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expenses | $ 3,355 | $ 11,041 | $ 5,058 | $ 22,522 |
Research And Development Expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expenses | 2,375 | 2,209 | 3,902 | 4,598 |
Selling, General and Administrative Expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expenses | $ 980 | $ 8,832 | $ 1,156 | $ 17,924 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock-based compensation expense | $ 3,355 | $ 11,041 | $ 5,058 | $ 22,522 |
weighted-average grant date fair value of options granted | $ 0.55 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 1,400 | $ 7,100 | ||
Amount of cost not yet recognized for nonvested award | $ 2,700 | $ 2,700 | ||
Weighted-average period over which cost not yet recognized | 2 years 5 months 15 days | |||
Share based compensation stock options granted | 500,000 | 0 | ||
Vested | 3,812,238 | |||
Common stock, capital shares reserved for future issuance | 33,719,657 | 33,719,657 | ||
Proceeds from stock option exercises | $ 900 | $ 600 | ||
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Vested in Period Fair Value | 13,300 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 1,400 | |||
Share price | $ 0.01 | $ 0.01 | ||
Weighted-Average Fair Value Per Share, Granted | $ 0.65 | |||
Restricted Stock Units | ||||
Stock-based compensation expense | $ 3,000 | 10,700 | $ 4,300 | 21,900 |
Amount of cost not yet recognized for nonvested award | $ 23,200 | $ 23,200 | ||
Weighted-average period over which cost not yet recognized | 2 years 2 months 12 days | |||
Common stock, capital shares reserved for future issuance | 11,189,011 | 11,189,011 | ||
Number of trading days within which award will be vested | 20 days | |||
Number of consecutive trading days within which award will be vested | 30 days | |||
Restricted Stock Units | Share Price Equal Or Exceeds Above Dollar Two Per Share | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 50% | |||
Share price | $ 2 | $ 2 | ||
Restricted Stock Units | Share Price Equal Or Exceeds Above Dollar Four Per Share | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 50% | |||
Share price | $ 4 | $ 4 | ||
Restricted Stock Units | Minimum | ||||
Share based compensation stock options vesting period | 1 year | |||
Restricted Stock Units | Maximum | ||||
Share based compensation stock options vesting period | 4 years | |||
Restricted Stock Units | Time Based Vesting Restricted Stock Units | ||||
Number of shares issued under share-based payment arrangement | 1,603,371 | |||
Restricted Stock Units | Market Based Vesting Restricted Stock Units | ||||
Number of shares issued under share-based payment arrangement | 3,850,000 | |||
Weighted-Average Fair Value Per Share, Granted | $ 0.56 | |||
Stock Options | ||||
Stock-based compensation expense | $ 400 | $ 300 | $ 800 | $ 600 |
Common stock, capital shares reserved for future issuance | 5,466,550 | 5,466,550 | ||
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 | 20,184,797 | 20,184,797 | ||
Common stock, capital shares reserved for future issuance | 9,420,706 | 9,420,706 |
FINANCING ARRANGEMENTS - Long t
FINANCING ARRANGEMENTS - Long term debt and the unamortized discount (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | May 31, 2021 |
FINANCING ARRANGEMENTS | |||
Outstanding principal amount | $ 27,852 | $ 30,709 | |
Add: accreted liability of final payment fee | 497 | 407 | |
Less: unamortized debt discount, long term | (564) | (990) | $ (2,800) |
Less: current portion of long term debt-principal | (11,689) | (9,491) | |
Debt-net of current portion | 16,096 | 20,635 | |
Current portion of long term debt-principal | 11,689 | 9,491 | |
Less: current portion of unamortized debt discount | (1,023) | (1,188) | |
Debt-current portion | $ 10,666 | $ 8,303 |
FINANCING ARRANGEMENTS - Schedu
FINANCING ARRANGEMENTS - Scheduled principal payments on total outstanding debt (Detail) - Rigetti Computing, Inc [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
2023 | $ 5,476 | $ 9,491 |
2024 | 12,931 | 13,007 |
2025 | 9,047 | 8,020 |
2026 | 398 | 191 |
Loan payable, long term | $ 27,852 | $ 30,709 |
FINANCING ARRANGEMENTS - Additi
FINANCING ARRANGEMENTS - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Mar. 02, 2022 | Jan. 31, 2022 | May 31, 2021 | May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2021 | |
Line of Credit Facility [Line Items] | ||||||||||
Debt issuance costs | $ 2,800 | $ 564 | $ 564 | $ 990 | ||||||
Interest expense | $ 1,574 | $ 1,040 | 3,038 | $ 2,244 | ||||||
Amortization of debt issuance cost | $ 428 | $ 416 | ||||||||
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 payment fee, Percentage | 20% | 2.75% | 2.75% | |||||||
Interest expense | $ 1,000 | $ 2,200 | ||||||||
Amortization of debt issuance cost | $ 300 | $ 300 | $ 700 | $ 700 | ||||||
unamortized issuance cost | $ 1,600 | $ 1,600 | $ 2,200 | |||||||
Debt Instrument, Frequency of Periodic Payment | payable monthly | per annum | ||||||||
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% | 7.50% | ||||||||
Loan and Security Agreement [Member] | Maximum [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 27.61% | 27.61% | ||||||||
Loan and Security Agreement [Member] | Minimum [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 21.40% | 21.40% | ||||||||
Tranche A [Member] | Loan and Security Agreement [Member] | Venture Capital [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000 | $ 12,000 | ||||||||
Tranche B [Member] | Loan and Security Agreement [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11% | |||||||||
Tranche B [Member] | Loan and Security Agreement [Member] | Prime Rate [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt Instrument, Frequency of Periodic Payment | payable monthly | |||||||||
Debt Instrument, Description of Variable Rate Basis | US Prime Rate plus 7.50% per annum, payable monthly | |||||||||
Tranche B [Member] | Loan and Security Agreement [Member] | Venture Capital [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of Credit Facility, Current Borrowing Capacity | 8,000 | |||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 7,000 | |||||||||
Withdrawn Credit Facility | $ 7,000 | |||||||||
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 | |||||||||
Debt Instrument, Face Amount | $ 5,000 | |||||||||
Debt Instrument, Payment Terms | 19 months | |||||||||
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 | |||||||||
Debt instrument, fee amount | $ 5,000 | |||||||||
Proceeds from other equity | $ 75,000 |
COMMON STOCK - Summary of Conve
COMMON STOCK - Summary of Conversions of Stock (Detail) | Jun. 30, 2023 shares |
Conversion of Stock [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 33,719,657 |
Stock-Based Awards-RSUs Outstanding | |
Conversion of Stock [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 11,189,011 |
Stock-Based Awards-Options Outstanding | |
Conversion of Stock [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 5,466,550 |
Common Stock Warrants | |
Conversion of Stock [Line Items] | |
Common Stock, Capital Shares Reserved for Future Issuance | 17,064,096 |
COMMON STOCK - Additional Infor
COMMON STOCK - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 14, 2022 | Aug. 11, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Mar. 02, 2022 | |
Conversion of Stock [Line Items] | ||||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||
Common Stock, Voting Rights | one vote | |||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred stock, shares issued | 0 | 0 | 0 | |||
Preferred stock, Outstanding | 0 | 0 | 0 | |||
Common Stock, Shares, Outstanding | 1,000,000 | 23,648,889 | 132,401,062 | 132,401,062 | 125,257,233 | |
Percentage of total aggregate number (or volume) of shares of Common Stock traded on The Nasdaq Capital Market | 20% | |||||
Share price | $ 0.01 | $ 0.01 | ||||
Sale of Stock, Price Per Share | $ 0.20 | |||||
Percentage of the aggregate number of shares of common stock issued and outstanding immediately prior to the execution of the agreement. | 19.99% | |||||
Proceeds from sale of common stock through Purchase Agreement | $ 2,348 | $ 2,348 | ||||
Purchase agreement impairment of deferred financing costs | $ 100 | $ 800 | ||||
Common Stock Purchase Agreement | ||||||
Conversion of Stock [Line Items] | ||||||
Share price | $ 1 | $ 1 | $ 1 | |||
Stock issued during period, shares, issued for services | 171,008 | |||||
Proceeds from sale of common stock through Purchase Agreement | $ 2,300 | $ 2,300 | ||||
Proceeds from sale of common stock through Purchase Agreement ( in Share) | 1,869,419 | 1,869,419 | ||||
Common Class A | Common Stock Purchase Agreement | ||||||
Conversion of Stock [Line Items] | ||||||
Common Stock, Value, Subscriptions | $ 75,000 |
WARRANTS - Additional Informati
WARRANTS - Additional Information (Detail) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||||||
Jun. 02, 2022 USD ($) | Mar. 02, 2022 | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | May 31, 2020 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Mar. 31, 2021 shares | Feb. 29, 2020 $ / shares shares | |
Class Of Warrant Or Right [Line Items] | ||||||||||
Warrants outstanding | shares | 2,680,607 | 2,680,607 | 2,680,607 | |||||||
Fair value adjustment of warrants | $ 5,000 | $ (7,980,000) | $ 878,000 | $ (11,750,000) | ||||||
Adjustment to additional paid in capital warrants issued | $ 1,200,000 | |||||||||
Share price | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Number of trading days for determining the share price | 20 days | |||||||||
Proceeds from sale of common stock through Purchase Agreement | $ 2,348,000 | $ 2,348,000 | ||||||||
Series C Preferred Stock [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Share price | $ / shares | $ 0.906793 | |||||||||
Proceeds from sale of common stock through Purchase Agreement | $ 56,200,000 | |||||||||
Proceeds from sale of common stock through Purchase Agreement ( in Share) | shares | 69,223,658 | |||||||||
Series C Preferred Stock [Member] | Post Conversion [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Share price | $ / shares | $ 1.15 | |||||||||
Proceeds from sale of common stock through Purchase Agreement ( in Share) | shares | 54,478,260 | |||||||||
Public Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Warrants outstanding | shares | 9,075,000 | 9,075,000 | ||||||||
Exercise price of warrants | $ / shares | $ 11.50 | $ 11.50 | ||||||||
Fair value adjustment of warrants | $ 300,000 | 5,600,000 | $ 500,000 | 10,700,000 | ||||||
Share price | $ / shares | $ 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 | |||||||||
Derivative liabilities | $ 1,200,000 | $ 1,200,000 | $ 700,000 | |||||||
Private Warrants [Member] | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Fair value adjustment of warrants | 300,000 | 3,900,000 | 300,000 | 3,100,000 | ||||||
Derivative liabilities | $ 1,400,000 | $ 1,400,000 | $ 1,100,000 | |||||||
Common Stock Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 783,129 | 783,129 | 313,252 | |||||||
Common Stock Warrants | Class A Ordinary Shares | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Class of warrant or right, Grand date fair value | $ 200,000 | $ 200,000 | ||||||||
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 | ||||||||
ClassOfWarrantsOrRightsWarrantsIssuedDuringThePeriod | shares | 5,248,183 | |||||||||
Warrants and rights outstanding, term | 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 | shares | 2,680,607 | |||||||||
Deferred assets in connection with warrants issued to Customer | $ 100,000 | |||||||||
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 | shares | 469,877 | |||||||||
Class of Warrants or Rights Aggregate Fair Value of Warrants at the Time of Grant | $ 2,700,000 | |||||||||
Fair value adjustment of warrants | $ 1,500,000 | $ 2,000,000 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 783,129 | 783,129 | ||||||||
Warrants Outstanding | $ 783,129 | |||||||||
Warrant liability | $ 6,400,000 |
WARRANTS- Schedule Of Fair Valu
WARRANTS- Schedule Of Fair Value Of The Private Placement Warrant Measured Using Black Scholes Approach (Detail) | Jun. 30, 2023 Y | Dec. 31, 2022 Y | Jun. 30, 2022 Y | Mar. 02, 2022 Y |
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 | 1.18 | 0.73 | ||
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 | 11.50 | 11.50 | ||
Measurement Input, Price Volatility (annual) [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 105.10 | |||
Measurement Input, Price Volatility (annual) [Member] | Private Warrant [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 102.10 | 109.26 | ||
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 | 0.04320 | 0.0404 | ||
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 | 3.670 | 4.172 | ||
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 | 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 | 11.50 | |||
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 | 0.0174 | |||
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 Val
WARRANTS - Schedule Of Fair Value Of The Trinity Warrant liabilities Measured Using Black Scholes Approach (Detail) | Jun. 30, 2022 Y |
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 | 105.10 |
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 (Detail) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Disclosure Of Vesting Status Of Warrants [Line Items] | ||
Warrants outstanding | 2,680,607 | 2,680,607 |
Vested Customer Warrants [Member] | ||
Disclosure Of Vesting Status Of Warrants [Line Items] | ||
Warrants outstanding | 1,340,297 | 1,340,297 |
Unvested Customer Warrants [Member] | ||
Disclosure Of Vesting Status Of Warrants [Line Items] | ||
Warrants outstanding | 1,340,310 | 1,340,310 |
FORWARD WARRANT AGREEMENT - Add
FORWARD WARRANT AGREEMENT - Additional Information (Detail) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | |
Maximum | Estimated Probability of Occurrence | Forward Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 50 | |||
Minimum | Estimated Probability of Occurrence | Forward Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants and Rights Outstanding, Measurement Input | 25 | |||
Forward Warrant Agreement [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Derivative liabilities | $ 5.1 | $ 1.1 | $ 5.1 | |
Derivative asset | $ 2.1 | 0.1 | $ 2.1 | |
Forward Warrant Agreement [Member] | Rigetti [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Derivative asset | 1.1 | $ 2.2 | ||
Forward Warrant Agreement [Member] | Ampere | Rigetti [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Proceeds from Issuance of Warrants | $ 10 | |||
Stock issued during period number of warrants issued | shares | 1,000,000 | |||
Exercise price of warrants | $ / shares | $ 0.0001 | $ 0.0001 | ||
Warrants Issued | shares | 500,000 | |||
Forward Warrant Agreement [Member] | Ampere | Rigetti [Member] | 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 | shares | 500,000 | 500,000 | ||
Forward Warrant Agreement [Member] | Ampere | Rigetti [Member] | 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 | shares | 500,000 | 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] | Jun. 30, 2023 Y | Dec. 31, 2022 Y |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.267 | 0.767 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.0536 | 0.0469 |
Measurement Input Probability of occurring the contingency | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.25 | 0.50 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 1.18 | 0.73 |
CONCENTRATIONS, SIGNIFICANT C_3
CONCENTRATIONS, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC AREAS - Summary of customers revenue and receivables (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 75.40% | 67.80% | 78.10% | 72% | |
Revenue | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 34% | 19% | |||
Revenue | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 25% | 32% | |||
Revenue | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 22% | ||||
Revenue | Customer D | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 11% | 19% | |||
Revenue | Customer E | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 20% | ||||
Revenue | Customer concentration risk | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 21% | 33% | |||
Revenue | Customer concentration risk | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 22% | 28% | |||
Revenue | Customer concentration risk | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 16% | ||||
Revenue | Customer concentration risk | Customer D | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 10% | ||||
Revenue | Customer concentration risk | Customer E | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 32% | ||||
Revenue | Customer concentration risk | Customer F | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 13% | ||||
Accounts receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 10% | ||||
Accounts receivable | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 65% | 65% | |||
Accounts receivable | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 13% | ||||
Accounts receivable | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 10% | ||||
Accounts receivable | Customer D | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk Threshold Percentage | 15% |
CONCENTRATIONS, SIGNIFICANT C_4
CONCENTRATIONS, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC AREAS - Summary of revenue by geography (Detail) - Revenue - Revenue from Rights Concentration Risk - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Concentration Risk [Line Items] | ||||
Revenues | $ 3,327 | $ 2,134 | $ 5,527 | $ 4,238 |
US | ||||
Concentration Risk [Line Items] | ||||
Revenues | 3,207 | 1,649 | 5,247 | 3,550 |
Europe | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 120 | $ 485 | $ 280 | $ 688 |
CONCENTRATIONS, SIGNIFICANT C_5
CONCENTRATIONS, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC AREAS - Summary of customers revenue and accounts receivable - (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2023 | |
Accounts receivable | |
Concentration Risk [Line Items] | |
Concentration Risk Threshold Percentage | 10% |
CONCENTRATIONS, SIGNIFICANT C_6
CONCENTRATIONS, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC AREAS - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk Threshold Percentage | 75.40% | 67.80% | 78.10% | 72% |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
NET LOSS PER SHARE | ||||
Net Loss (Basic) | $ (16,966) | $ (12,252) | $ (40,320) | $ (29,894) |
Net Loss (Diluted) | $ (16,966) | $ (12,252) | $ (40,320) | $ (29,894) |
Weighted-average Class A Common Stock outstanding, Basic | 128,515 | 114,096 | 126,657 | 84,061 |
Weighted-average Class A Common Stock outstanding, Diluted | 128,515 | 114,096 | 126,657 | 84,061 |
Basic | $ (0.13) | $ (0.11) | $ (0.32) | $ (0.36) |
Diluted | $ (0.13) | $ (0.11) | $ (0.32) | $ (0.36) |
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 | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 31,070,858 | 35,509,303 |
Common Stock Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 14,415,297 | 14,176,066 |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 5,466,550 | 9,482,711 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 11,189,011 | 11,850,526 |
NET LOSS PER SHARE - Schedule_3
NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Parenthetical) (Detail) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Unvested Customer Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 1,340,310 | 1,608,370 |
NET LOSS PER SHARE - Additional
NET LOSS PER SHARE - Additional Information (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Sponsor Vesting Shares | 3,059,273 | |||
Weighted-average common shares outstanding - Basic | 128,515 | 114,096 | 126,657 | 84,061 |
Weighted-average common shares outstanding - Diluted | 128,515 | 114,096 | 126,657 | 84,061 |
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 | 1,313,989 | 2,683,830 | 1,356,820 | 3,326,508 |
Weighted-average common shares outstanding - Diluted | 1,313,989 | 2,683,830 | 1,356,820 | 3,326,508 |
RESTRUCTURING AND SEVERANCE - S
RESTRUCTURING AND SEVERANCE - Summary of restructuring activities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Feb. 28, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
RESTRUCTURING AND SEVERANCE | ||||||
Initial restructuring charge recorded in February 2023 | $ 991 | $ 0 | $ 0 | $ 991 | $ 0 | |
Payments for Restructuring | $ (80) | $ (853) | ||||
Balance at June 30, 2023 | $ 58 |
RESTRUCTURING AND SEVERANCE - A
RESTRUCTURING AND SEVERANCE - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Feb. 28, 2023 USD ($) employee | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
RESTRUCTURING AND SEVERANCE | |||||
Number Of Employees | employee | 50 | ||||
Percentage Of Reduction In Employees | 28% | ||||
Restructuring | $ | $ 991 | $ 0 | $ 0 | $ 991 | $ 0 |