Rigetti Computing Inc

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 (the 2024 Form 10-K Risk Factors) for a more complete understanding of the risks and uncertainties material to our business that make an investment in our securities speculative or risky. There have been no material changes to our risk factors as previously disclosed in the 2024 Form 10-K Risk Factors, except as follows:

We will no longer qualifare currently as an emerging growth company or aand smaller reporting company after December 31, 2025, within the meaning of the Securities Act, and, as a result, to the extent we will have to comply with increased disclosure and compliaaken advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance requirementwith other public companies.

We are currently an emerging growth company (an EGC) within the meaning of the Securities Act, as definmodified inby the JOBS Act. However, because the market value of our common stock held by, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but non-affiliates exceedt limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced $700 million as of June 30,disclosure obligations regarding executive compensation in our periodic reports and

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proxy 2025, we will no longer qualifstatements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

As an EGC, a smaller reporting company or a non-accelerated filer result, our shareholders may not have access to certain information they may deem important. We do not know if investors find our securities less attractive because we rely on these exemptions. If some investors find our securities less attractive as a result of December 31, 2025 and willour reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be a large accelerated filer be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerginnig growth companies from being January 1, 2026 frequired to comply with new or futurerevised filnancial accountings, in accordance with current SEC rules.

As a large accelerat standards until private companies (that is, those that have not had a Securities Act registration statement declared filer, we will be subject effective or do not have a class of securities registered under the Exchange Act) are required to certain disclosureomply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and compliancy with the requirements that apply to other public non-emerging growth companies but that did not previously apply to us due to our status any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an EGC. These requirements include, but are not limiemerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted to:

Wout of using the expect that the loss tended transition period, difficult or impossible because of EGC status and compliance with the potential differences in accounting standards used.

We determined that as of June 30, 2025, the additional requiremlast business day of our second fiscal quarter in 2025, under the current rules of being a large accelerated filerthe SEC, we will no longer qualify as a smaller reporting company and will no longer be eligible to take advantage of the scaled disclosures available to smaller reporting companies beginning with our Quarterly Report on Form 10-Q for the first quarter of 2026. We expect that the loss of SRC status and eligibility to take advantage of the scaled disclosures will inresult in increase our d legal, accounting and financial compliance costs and cos.

Our warrants associated with investor relations activities, and cause management and other personnel to divre exercisable for Common Stock, the exercise of which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

As of September 30, 2025, the following warrants were outstanding:

Subsert attention from operational and oquent to September 30, 2025 and through November 6, 2025, the Company received proceeds of $46.5 million from ther business matters to devo exercise of 4,042,099 Public Warrants. As a result, Public Warrants and Private substantial time to public company reportWarrants to purchase an aggregate of 8,771,961 shares of Common Stock with an exercise price of $11.50 per share were outstanding requias of November 6, 2025.

To the extent the aforements. In addioned warrants are exercised, addition, if we are not able to comply with changing requirements in a timely manner, or if we or our inal shares of Common Stock will be issued, which will result in dilution to the holders of Common Stock and increase the number of shares eligible for resale in the public market. We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent registered public accounting firm identifies deficiencies inupon the trading price of our Common Stock. If the trading price for our internal control over financial reporting that are deemedCommon Stock is less than $11.50 per share, we believe holders of our Public Warrants and Private Warrants will be unlikely to be material weaknesses, exercise their warrants. On November 6, 2025, the market last reported sales price of our sCommon Stock could decline and we could be was $34.36 per share.

Sales of subject to sanctions stantial shares in the public market or investigations by the stock exchange on which othe fact that warrants may be exercised could adversely affect the market price of our cCommon sStock is listed,. There is no guarantee the SEC or oat ther regulatory authorities, which would require addi Public Warrants or Private Warrants will stay in the money prior to their expirational financial and management resources, and as such, the warrants may expire worthless.