Rigetti Computing Inc 2026年季度报告

For the quarterly period ended June 30, 2026or ☐TRANSITION PURSUANT TO SECTION13 OR 15(D)OF THE SECURITIES EXCHANGE ACTFor the transition period fromtoCommission File Number (001-40140) RIGETTI COMPUTING, INC. (Exact name of registrant as specified in its charter) (510) 210-5550(Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.☑Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files).☑Yes☐No Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerginggrowth company” in Rule12b-2 of the Exchange Act. Large Accelerated Filer☐Non-Accelerated Filer☑ Accelerated Filer☐Smaller Reporting Company☐Emerging Growth Company☑ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).☐Yes☑No As of August 3, 2026, there were 333,768,747 shares of the registrant’s Common Stock issued and outstanding. TABLE OF CONTENTS Cautionary Note Regarding Forward-looking Statements Item1.Financial Statements (Unaudited)4Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 20254Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2026 and20255Condensed Consolidated Statements of Comprehensive Income (loss) for the Three and Six Months endedJune 30, 2026 and 20256Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2026 and 20257Notes to Condensed Consolidated Financial Statements (Unaudited)8Item2.Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item3.Quantitative and Qualitative Disclosures About Market Risk36Item4. Controls and Procedures37 PARTII— OTHER INFORMATION Item1.Legal Proceedings37Item1A.Risk Factors37Item2.Unregistered Sales of Equity Securities and Use of Proceeds42Item3.Defaults Upon Senior Securities42Item4.Mine Safety Disclosures42Item5. Other Information42Item6. Exhibits44Signatures46 Cautionary Note Regarding Forward-looking Statements Unless the context requires otherwise, references in this report to “Rigetti”, the “Company”, “we”, “us”, and“our” refer to Rigetti Computing, Inc. and its consolidated subsidiaries. This Quarterly Report on Form10-Q contains forward-looking statements within the meaning of Section27A ofthe Securities Act of 1933, as amended (the “Securities Act”), and Section21E of the Securities Exchange Act of 1934,as amended (the “Exchange Act”). This includes, without limitation, statements regarding the financial position,business strategy and the plans and objectives of management for future operations. These statements constituteprojections, forecasts and forward-looking statements, and are not guarantees of performance. We have based theseforward-looking statements on our current expectations and projections about future events. Any statements that referto projections, forecasts or other characterizations of future events or circumstances are forward-looking statements. Insome cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,”“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “goal,”“objective,” “design,” “seek,” “target,” “should,” “could,” “will,” “would” or the negative of such terms or othersimilar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions aboutus that may cause our actual results, levels of activity, performance or achievements to be materially different from anyfuture results, levels of activity, performance or achievements expressed or implied by such forward-lookingstatements. Most of such risks and uncertainties are difficult to predict and many are beyond our control. Discussion ofthe risks and uncertainties material to our business can be found under “Risk Factors” in PartI, Item1A of our AnnualReport on Form10-K for theyear ended December 31, 202