Rigetti Computing (RGTI) FY2025 10-K Risk Factors: 8 New, 25 Dropped

What the changes say

Accumulated deficit reached $771.0 million following a net loss of $216.2 million in 2025.
International revenue grew to 47.3% of total revenue in 2025.
Warrant exercises reduced outstanding public and private warrants to 8,728,586 shares.

What changed since the prior 10-K

New

NewRisks Related to Our Financial Condition and Status as an Early-Stage Company
Commercial traction of quantum computing technology may never occur. We may not be able to cost effectively manage production at a scale or quality consistent with customer demand in a timely or cost-effective manner
Commercial traction for quantum computing may fail to materialize, and we may encounter manufacturing defects or component shortages from electronics, cryogenic, and semiconductor suppliers.
NewRisks Related to Our Financial Condition and Status as an Early-Stage Company
Even if the market in which we compete achieves its anticipated growth levels, our business could fail to grow at similar rates, if at all
We lack experience with large-scale production and may face unforeseen scaling issues, customer support bottlenecks, and talent retention challenges.
NewRisks Related to Our Business and Industry
Even if we complete development and achieve volume production of our quantum computers, if the cost, accuracy, performance characteristics or other specifications of our quantum computers fall short of our expectations, our business, financial condition and results of operations would be adversely affected
Misprioritizing research and development among various quantum computer designs could cause us to forego more profitable opportunities or fail to achieve quantum advantage.
NewRisks Related to Our Business and Industry
Our ability to compete successfully depends on continuous innovation, timely execution of our strategy, and achieving cost reductions and failure to do so could render our quantum computing systems obsolete or less competitive
Rapid technological change and competitor breakthroughs could render our quantum computing systems obsolete or less competitive.
NewRisks Related to Our Business and Industry
If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences, which may adversely affect our business
Cybersecurity incidents, natural disasters, or compromises of our IT systems and third-party networks could threaten our sensitive information and trade secrets.
NewRisks Related to Intellectual Property
Although we monitor our use of open-source software to avoid subjecting our platform to conditions we do not intend to attach to such platform or our proprietary code, we cannot assure you that our processes for controlling such use will be effective
Open-source software license breaches or government-funded research regulations, such as march-in rights, could limit our exclusive IP rights and force proprietary code disclosures.
NewRisks related to an Investment in our Securities and other General Matters
Sales of a substantial number of shares of our Common Stock in the public market, including sales of our Common Stock by us or our affiliates, or the perception that these sales may occur, could reduce the market price of our Common Stock
Future sales or issuances of our common stock and resale of shares by securityholders could reduce our stock price and dilute existing stockholders.
NewRisks related to an Investment in our Securities and other General Matters
These exclusive-forum provisions do not apply to actions brought to enforce any liability or duty created by the Exchange Act, or to any claim for which federal district courts of the United States of America are the sole and exclusive forum
Exclusive-forum provisions for warrants limiting lawsuits to New York courts may discourage claims or force costly litigation across multiple jurisdictions.

Dropped

DroppedRisks Related to Our Financial Condition and Status as an Early-Stage Company
Our operating results may be adversely affected by unfavorable economic and market conditions. In the future we may be required to record significant charges for impairment of our long-lived assets, other assets or investments
DroppedRisks Related to Our Financial Condition and Status as an Early-Stage Company
Our success will depend upon our ability to expand, scale our operations, and increase our sales and support capability. Even if the market in which we compete meets the size estimates and growth forecasted, our business could fail to grow at similar rates, if at all
Adverse economic conditions might require recording significant asset or investment impairments.
DroppedRisks Related to Our Business and Industry
We have not produced quantum computers with high qubit counts or at volume and we face significant barriers in our attempts to produce quantum computers, including the need to invent and develop new technology. If we cannot successfully overcome those barriers, our business will be negatively impacted and could fail
DroppedRisks Related to Our Business and Industry
Any future generations of hardware and software developed to demonstrate narrow quantum advantage and broad quantum advantage, each of which is an important anticipated milestone for our technology roadmap and commercialization, may not occur on our anticipated timeline or at all
Growth depends on scaling operations and sales capabilities in growing markets.
DroppedRisks Related to Our Business and Industry
If our computers fail to achieve quantum advantage, our business, financial condition and future prospects may be harmed. Moreover, the standards by which we measure our progress may be based on assumptions and expectations that are not accurate or that may change as quantum computing evolves
DroppedRisks Related to Our Business and Industry
There may be other measures that are utilized in the future to measure our progress and the progress of others in the industry and therefore undue reliance should not be placed on our current performance measures
DroppedRisks Related to Our Business and Industry
Our QCS incorporates high performance classical computing through public clouds to provide services to end users and our partners. These services are predominantly on AWS
High qubit count production faces significant engineering barriers and development challenges.
DroppedRisks Related to Our Business and Industry
We may face unknown supply chain issues that could delay the development or introduction of our products and negatively impact our business and operating results
Future hardware and software generations targeting narrow and broad quantum advantage may experience timeline delays.
DroppedRisks Related to Our Business and Industry
Even if we are successful in developing quantum computing systems and executing our strategy, competitors in the industry may achieve technological breakthroughs which render our quantum computing systems obsolete or inferior to other products
Failure to achieve quantum advantage would harm business prospects based on evolving performance standards.
DroppedRisks Related to Our Business and Industry
We may be unable to reduce the cost of developing our quantum computers, which may prevent us from pricing our quantum systems competitively
Future performance measures might change, meaning current metrics should not be relied upon.
DroppedRisks Related to Our Business and Industry
If we cannot successfully execute our strategy, including in response to changing customer needs and new technologies and other market requirements, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed
DroppedRisks Related to Our Business and Industry
Our future growth and success depends on our ability to sell effectively to government entities and large enterprises
DroppedRisks Related to Our Business and Industry
If we are unable to maintain our current strategic partnerships or we are unable to develop future collaborative partnerships, our future growth and development could be negatively impacted
DroppedRisks Related to Our Business and Industry
Unfavorable conditions in our industry or the global economy could limit our ability to grow our business and negatively affect our results of operations
DroppedRisks Related to Our Business and Industry
Furthermore, uncertain economic conditions may make it more difficult for us to raise funds through borrowings or private or public sales of debt or equity securities. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry
Reliance on AWS for public cloud delivery of QCS services creates exposure to contractual changes.
DroppedRisks Related to Our Business and Industry
Unstable market and economic conditions have had and may continue to have serious adverse consequences on our business, financial condition and share price
DroppedRisks Related to Our Business and Industry
If our cost and time estimates for fixed fee arrangements do not accurately anticipate the cost of servicing those arrangements, we could experience losses on these arrangements and our profitability could be reduced
Unknown supply chain issues could delay product development and component availability.
DroppedRisks related to an Investment in our Securities and other General Matters
We have incurred and will continue to incur substantial costs as a result of operating as a public company, and our management will continue to devote substantial time to new compliance initiatives
Competitor technological breakthroughs could render quantum computing systems obsolete.
DroppedRisks related to an Investment in our Securities and other General Matters
We do not intend to pay cash dividends for the foreseeable future
Inability to reduce cost per qubit may prevent competitive pricing of quantum systems.
DroppedRisks related to an Investment in our Securities and other General Matters
Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our securities
DroppedRisks related to an Investment in our Securities and other General Matters
Sales of our securities, or the perception of such sales, by us or holders of our securities in the public market or otherwise could cause the market price for our securities to decline, and even in such case, certain holders of our securities may still have an incentive to sell our securities
Rapidly evolving quantum market and changing user needs could harm strategy execution.
DroppedRisks related to an Investment in our Securities and other General Matters
Future issuances of our securities may adversely affect us, including the price of our securities and may be dilutive to existing securities holders
Success depends on effective selling to government entities and large enterprises.
DroppedRisks related to an Investment in our Securities and other General Matters
We have filed registration statements on Form S-8 under the Securities Act registering the issuance of shares of Common Stock subject to options or other equity awards issued or reserved for future issuance under our equity incentive plans and employee stock purchase plan
DroppedRisks related to an Investment in our Securities and other General Matters
No assurance can be given that additional guidance or new regulations or accounting principles and interpretations will not be released that would require a restatement of our financial statements with respect to treatment of the Warrants or the Sponsor Vesting Shares
DroppedRisks related to an Investment in our Securities and other General Matters
None of the Private Warrants will be redeemable by us, subject to certain circumstances, so long as they are held by the Supernova Partners II LLC (“Supernova Sponsor”) or its permitted transferees

Reworded

93% rewrittenRisks related to an Investment in our Securities and other General Matters
We may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to the holder, thereby making such Public Warrants worthless
Updated warrant redemption terms to note that the stock price may decline below the $18.00 threshold and $11.50 exercise price following a redemption notice.
88% rewrittenRisks Related to Our International Operations and Expansion
Because our success depends, in part, on our ability to expand sales internationally, our business will be susceptible to risks associated with international operations
Updated non-U.S. revenue figures to 47.3% for 2025 compared to 41.4% for 2024.
84% rewrittenRisks Related to Our Financial Condition and Status as an Early-Stage Company
We have a history of operating losses and expect to incur significant expenses and continuing losses for the foreseeable future
Updated financial figures for 2025 showing net losses of $216.2 million, accumulated deficit of $771.0 million, and referenced LFTQC alongside quantum advantage.
83% rewrittenRisks related to an Investment in our Securities and other General Matters
Our warrants are exercisable for Common Stock, the exercise of which has increased and will continue to increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders
Updated outstanding warrant counts as of December 31, 2025, noting 4,830,235 shares issued during the year from warrant exercises.
Was: Our warrants are 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
74% rewrittenRisks Related to Our Financial Condition and Status as an Early-Stage Company
We may not be able to scale our business quickly enough to meet customer and market demand, which could result in lower profitability or cause us to fail to execute on our business strategies
Refined the scaling risk text regarding organizational demands and commercial-level sales.
73% rewrittenRisks Related to Intellectual Property
We rely on certain open-source software in our quantum systems. If licensing terms change, our business may be adversely affected
Maintained open-source third-party software risks without substantive textual changes.
70% rewrittenRisks Related to Our Business and Industry
We could suffer disruptions, outages, defects and other performance and quality problems with our quantum computing systems, our production technology partners or with the public cloud, data centers and internet infrastructure on which we rely
Maintained system availability and cloud infrastructure disruption risks without substantive textual changes.
69% rewrittenRisks related to an Investment in our Securities and other General Matters
Our quarterly operating results have and may fluctuate significantly and could fall below the expectations of securities analysts and investors due to many factors, some of which are beyond our control, resulting in a decline in our stock price
Added specific language noting that securities research analysts publish periodic projections which can impact share price if unmet.
61% rewrittenRisks related to an Investment in our Securities and other General Matters
The market price of our Common Stock and Public Warrants has been and may continue to be volatile
59% rewrittenRisks Related to Litigation and Government Regulation
Changes in tax laws or regulations that are applied adversely to us may have a material adverse effect on our business, cash flow, financial condition, or results of operations
59% rewrittenRisks Related to Our International Operations and Expansion
Additionally, operating in international markets also requires significant management attention and financial resources. We cannot be certain that the investment and additional resources required in establishing operations in other countries will produce desired levels of revenue or profitability
54% rewrittenRisks Related to Our Business and Industry
We depend on certain suppliers to source products. Failure to maintain our relationship with any of these suppliers, or a failure to replace any of these suppliers, could have a material adverse effect on our business, financial position, results of operations and cash flows
51% rewrittenRisks related to an Investment in our Securities and other General Matters
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management
51% rewrittenRisks Related to Our Business and Industry
Our facilities or operations could be damaged or adversely affected as a result of prolonged power outages, natural disasters such as earthquakes, and other catastrophic events
Was: Our facilities or operations could be damaged or adversely affected as a result of prolonged power outages, natural disasters and other catastrophic events
51% rewrittenRisks related to an Investment in our Securities and other General Matters
The terms of the Public Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment
48% rewrittenRisks Related to Our Business and Industry
A significant portion of our revenue currently depends on contracts with the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business
40% rewrittenRisks Related to Our Business and Industry
The quantum computing industry is in its early stages and volatile and is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers
Was: The quantum computing industry is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers
30% rewrittenRisks related to an Investment in our Securities and other General Matters
Our Public Warrants and Private Warrants are accounted for as liabilities and the changes in value of these warrants could have a material effect on our financial results
Was: Our warrants, including our Public Warrants, Private Warrants and other warrants we have issued, and our Sponsor Vesting Shares are accounted for as liabilities and the changes in value of our Warrants and Sponsor Vesting Shares could have a material effect on our financial results
26% rewrittenRisks Related to Our Business and Industry
Our ability to commercialize our quantum computers in the future may be dependent upon our relationships with cloud providers

All 48 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Financial Condition and Status as an Early-Stage Company

01We have a history of operating losses and expect to incur significant expenses and continuing losses for the foreseeable future84% rewritten
02We may not be able to scale our business quickly enough to meet customer and market demand, which could result in lower profitability or cause us to fail to execute on our business strategies74% rewritten
03Commercial traction of quantum computing technology may never occur. We may not be able to cost effectively manage production at a scale or quality consistent with customer demand in a timely or cost-effective mannerNew
04Even if the market in which we compete achieves its anticipated growth levels, our business could fail to grow at similar rates, if at allNew
05We may not manage growth effectively, including with respect to our employee base and managing our operations successfully
06Our ability to use net operating loss carryforwards and other tax attributes may be limited

Risks Related to Our Business and Industry

07Even if we complete development and achieve volume production of our quantum computers, if the cost, accuracy, performance characteristics or other specifications of our quantum computers fall short of our expectations, our business, financial condition and results of operations would be adversely affectedNew
08The quantum computing industry is in its early stages and volatile and is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers40% rewritten
09We depend on a limited number of customers for a significant percentage of our revenue and the loss or temporary loss of a major customer for any reason could harm our financial condition
10A significant portion of our revenue currently depends on contracts with the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business48% rewritten
11Our ability to commercialize our quantum computers in the future may be dependent upon our relationships with cloud providers26% rewritten
12We depend on certain suppliers to source products. Failure to maintain our relationship with any of these suppliers, or a failure to replace any of these suppliers, could have a material adverse effect on our business, financial position, results of operations and cash flows54% rewritten
13Our ability to compete successfully depends on continuous innovation, timely execution of our strategy, and achieving cost reductions and failure to do so could render our quantum computing systems obsolete or less competitiveNew
14We could suffer disruptions, outages, defects and other performance and quality problems with our quantum computing systems, our production technology partners or with the public cloud, data centers and internet infrastructure on which we rely70% rewritten
15Our quantum computing systems may not be compatible with some or all industry-standard software and hardware in the future, which could harm our business
16If our customers are unable to achieve compatibility between other software and hardware and our hardware, it could impact our relationships with such customers or with customers, generally, if the incompatibility is more widespread
17If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences, which may adversely affect our businessNew
18Our facilities or operations could be damaged or adversely affected as a result of prolonged power outages, natural disasters such as earthquakes, and other catastrophic events51% rewritten

Risks Related to Our International Operations and Expansion

19Because our success depends, in part, on our ability to expand sales internationally, our business will be susceptible to risks associated with international operations88% rewritten
20Additionally, operating in international markets also requires significant management attention and financial resources. We cannot be certain that the investment and additional resources required in establishing operations in other countries will produce desired levels of revenue or profitability59% rewritten
21Our international sales and operations subject us to additional risks and costs, including the ability to engage with customers in new geographies, exposure to foreign currency exchange rate fluctuations, which can adversely affect our business, financial condition, revenues, results of operations or cash flows
22Our international operations may subject us to greater than anticipated tax liabilities

Risks Related to Litigation and Government Regulation

23Contracts with U.S. government entities subject us to risks including early termination, audits, investigations, sanctions and penalties
24We are subject to U.S. and foreign anti-corruption, anti-bribery and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business
25We are subject to government export and import controls that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws
26Our business is exposed to risks associated with litigation, investigations and regulatory proceedings
27We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims
28We are subject to requirements relating to environmental and safety regulations and environmental remediation matters, which could adversely affect our business, results of operations and reputation
29Changes in tax laws or regulations that are applied adversely to us may have a material adverse effect on our business, cash flow, financial condition, or results of operations59% rewritten

Risks Related to Intellectual Property

30Any failure to obtain, maintain and protect our intellectual property rights could impair our ability to protect and commercialize our proprietary products and technology and cause us to lose our competitive advantage
31Our inability to secure patent protection or enforce our patent rights could have a material adverse effect on our ability to prevent others from commercializing similar products or technology
32We may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards, or limit our ability to use certain key technologies in the future, all of which could harm our business
33We rely on certain open-source software in our quantum systems. If licensing terms change, our business may be adversely affected73% rewritten
34Although we monitor our use of open-source software to avoid subjecting our platform to conditions we do not intend to attach to such platform or our proprietary code, we cannot assure you that our processes for controlling such use will be effectiveNew

Risks related to an Investment in our Securities and other General Matters

35The market price of our Common Stock and Public Warrants has been and may continue to be volatile61% rewritten
36We may fail to comply with the rules that apply to public companies, including Section 404 of the Sarbanes-Oxley Act, which could result in sanctions or other penalties that would adversely impact our business
37Our quarterly operating results have and may fluctuate significantly and could fall below the expectations of securities analysts and investors due to many factors, some of which are beyond our control, resulting in a decline in our stock price69% rewritten
38Sales of a substantial number of shares of our Common Stock in the public market, including sales of our Common Stock by us or our affiliates, or the perception that these sales may occur, could reduce the market price of our Common StockNew
39Delaware law and our Certificate of Incorporation and Bylaws contain certain provisions, including anti-takeover provisions, which limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable
40These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management51% rewritten
41This choice of forum provision in the Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims
42Our Public Warrants and Private Warrants are accounted for as liabilities and the changes in value of these warrants could have a material effect on our financial results30% rewritten
43Our warrants are exercisable for Common Stock, the exercise of which has increased and will continue to increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders83% rewritten
44The terms of the Public Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment51% rewritten
45We may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to the holder, thereby making such Public Warrants worthless93% rewritten
46These exclusive-forum provisions do not apply to actions brought to enforce any liability or duty created by the Exchange Act, or to any claim for which federal district courts of the United States of America are the sole and exclusive forumNew
47We may be subject to securities litigation, which is expensive and could divert management attention
48Information available in public media that is published by third parties, including blogs, articles, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate

Other Rigetti Computing 10-Ks

FY2024 10-K risk factors
65 risks
Rigetti faces substantial operating losses, heavy reliance on U.S. government contracts, and significant engineering hurdles in commercializing quantum computing.
Filed Mar 07, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.