This Administration's Dialogue and Evaluation of Monetary Situation and Outcomes of
Operations part needs to be learn at the side of the unaudited condensed
consolidated monetary statements and notes thereto included elsewhere on this
Quarterly Report on Type 10-Q/A. This dialogue and evaluation accommodates
forward-looking statements, similar to statements of our plans, aims,
expectations and intentions. Any statements that aren't statements of
historic reality are forward-looking statements. When used, the phrases "consider,"
"plan," "intend," "anticipate," "goal," "estimate," "count on," "will,"
"proceed," "venture," and the like, and/or future tense or conditional
constructions ("will," "could," "may," "ought to," and so on.), or comparable expressions,
establish sure of those forward-looking statements. These forward-looking
statements are topic to dangers and uncertainties, together with these we describe
below "Danger Components" and elsewhere on this Quarterly Report on Type 10-Q/A that
may trigger precise outcomes or occasions to vary materially from these expressed
or implied by the forward-looking statements. Our precise outcomes and the timing
of occasions may differ materially from these anticipated in these
forward-looking statements because of quite a lot of components.

For the needs of this dialogue, “Rigetti”, “the corporate”, “we”, “us” or “our” means Rigetti Computing, Inc. and its subsidiaries, until the context in any other case requires.

Restatement of beforehand revealed monetary statements


As mentioned within the Explanatory Word to this Quarterly Report on Type 10-Q/A and
Word 1- Description of Enterprise-Restatement of Condensed Consolidated Monetary
Statements and Immaterial Correction of Prior-Interval Errors to the unaudited
condensed consolidated monetary statements included elsewhere on this Quarterly
Report on Type 10-Q/A, sure gadgets inside this Half 1, Merchandise 2 "Administration's
Dialogue and Evaluation of Monetary Situation and Outcomes of Operations" have
been up to date to mirror the restatement of the unaudited condensed consolidated
monetary statements included elsewhere on this Quarterly Report on Type 10-Q/A.
Besides as described above, this Administration's Dialogue and Evaluation of
Monetary Situation and Outcomes of Operations doesn't substantively amend,
replace or change every other gadgets or disclosures contained within the Unique Type
10-Q filed with the SEC on Could 16, 2022, and accordingly, this Administration's
Dialogue and Evaluation of Monetary Situation and Outcomes of Operations does
not mirror or purport to mirror any data or occasions occurring after
Could 16, 2022, the unique submitting date of the Unique Type 10-Q, or modify or
replace these disclosures affected by subsequent occasions, besides to mirror such
restatement and its results. Accordingly, the Firm has not up to date
forward-looking statements or data to mirror occasions occurring after the
submitting of the Unique Type 10-Q. Consult with Word 1 - Description of Enterprise -
Restatement of Condensed Consolidated Monetary Statements and Immaterial
Correction of Prior-Interval Errors to the unaudited condensed consolidated
monetary statements included elsewhere on this Quarterly Report on Type 10-Q/A
for an outline of the restatement.

Perception


On March 2, 2022 (the "Closing Date"), we consummated the transactions
contemplated by that sure Settlement and Plan of Merger dated as of October 6,
2021, as amended on December 23, 2021 and January 10, 2022 (as amended, the
"Merger Settlement"), by and amongst Supernova Companions Acquisition Firm II,
Ltd., a Cayman Islands exempted firm ("Supernova"), Supernova Merger Sub,
Inc., a Delaware company and a direct wholly owned subsidiary of Supernova
(the "First Merger Sub"), Supernova Romeo Merger Sub, LLC, a Delaware restricted
legal responsibility firm and a direct wholly owned subsidiary of Supernova (the "Second
Merger Sub"), and Rigetti Holdings, Inc., a Delaware company ("Legacy
Rigetti"). As contemplated by the Merger Settlement, on March 1, 2022 Supernova
was domesticated as a Delaware company and altered its identify to "Rigetti
Computing, Inc." (the "Domestication"). On the Closing Date, (i) First Merger
Sub merged with and into Legacy Rigetti, the separate company existence of
First Merger Sub ceased and Legacy Rigetti survived as an entirely owned subsidiary
of Rigetti Computing, Inc. (the "Surviving Company" and, such merger, the
"First Merger"), and (ii) instantly following the First Merger, the Surviving
Company merged with and into the Second Merger Sub, the separate company
existence of the Surviving Company ceased and Second Merger Sub survived as
an entirely owned subsidiary of Rigetti Computing, Inc. and altered its identify to
"Rigetti Intermediate LLC" (such merger transaction, the "Second Merger" and,
along with the First Merger, the "Merger", and, collectively with the
Domestication, the "PIPE Financing" (as outlined beneath) and the opposite
transactions contemplated by the Merger Settlement, the "Enterprise Mixture").
The closing of the Enterprise Mixture is herein known as "the Closing."

We construct quantum computer systems and the superconducting quantum processors that energy
them. We consider our quantum computing represents probably the most transformative
rising capabilities on the earth immediately. By leveraging quantum mechanics, we
consider our quantum computer systems course of data in essentially new, extra
highly effective methods than classical computer systems. When scaled, it's anticipated that
these programs might be poised to resolve issues of staggering computational
complexity at unprecedented pace.

With the purpose of unlocking this chance, we've got developed the world's first
multi-chip quantum processor for scalable quantum computing programs. We consider
that this patented and patent pending, modular chip structure is the constructing
block for brand spanking new generations of quantum processors that we count on to realize a
clear benefit over classical computer systems.

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Our long-term enterprise mannequin facilities on income generated from quantum computing
programs made accessible through the cloud within the type of Quantum Computing as a
Service ("QCaaS") merchandise. Nonetheless, the substantial majority of our revenues is
derived from growth contracts, and we anticipate this to persist over at
least the following a number of years as we work to ramp up our QCaaS enterprise.
Moreover, we're working to additional develop a income stream and forging
essential buyer relationships by coming into into expertise growth
contracts with numerous companions.

We're a vertically built-in firm. We personal and function Fab-1, a devoted
and built-in laboratory and manufacturing facility, via which we personal the
means of manufacturing our breakthrough multi-chip quantum processor expertise. We
leverage its chips via a full-stack product growth strategy, from
quantum chip design and manufacturing via cloud supply. We consider this
full-stack growth strategy provides each the quickest and lowest danger path to
constructing commercially invaluable quantum computer systems.

Now we have been producing income since 2018 via partnerships with authorities
companies and industrial organizations; nonetheless, we've got not but generated
income and have incurred important working losses since inception. Our internet
losses have been $17.6 million and $7.8 million for the three months ended March 31,
2022, and 2021, respectively. As we count on to proceed to spend money on analysis and
growth infrastructure, we count on to proceed to incur extra losses for
the foreseeable future in step with its long-term enterprise technique. As of March
31, 2022, we had an collected deficit of $224.8 million.

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Enterprise Mixture and PIPE Financing


On October 6, 2021, SNII entered into the Merger Settlement by and amongst
Supernova, First Merger Sub, Second Merger Sub, and Legacy Rigetti. On March 2,
2022, the Enterprise Mixture was consummated. Whereas the authorized acquirer within the
Merger Settlement was Supernova, for monetary accounting and reporting functions
below United States typically accepted accounting ideas ("U.S. GAAP"),
Rigetti was the accounting acquirer and the Merger was accounted for as a
"reverse recapitalization." A reverse recapitalization doesn't lead to a brand new
foundation of accounting, and monetary statements of Rigetti characterize the
continuation of the monetary statements of Legacy Rigetti in lots of respects.
Below this methodology of accounting, Supernova was handled because the "acquired" firm
for monetary reporting functions. For accounting functions, Rigetti was deemed to
be the accounting acquirer within the transaction and, consequently, the transaction
was handled as a recapitalization of Rigetti (i.e., a capital transaction
involving the issuance of inventory by Supernova for the inventory of Rigetti).

Because of the Enterprise Mixture, every share of Legacy Rigetti widespread
inventory (together with Legacy Rigetti widespread inventory ensuing from the Legacy Rigetti
most well-liked inventory conversion) was transformed into the proper to obtain an combination
of 78,959,579 shares of our widespread inventory, par worth $0.0001 per share ("Frequent
Inventory"). Moreover, every issued and excellent shares of Supernova Class A
and Class B widespread inventory held by Supernova routinely transformed to twenty,209,462
shares of Frequent Inventory (of which 3,059,273 shares are topic to vesting below
sure situations). Upon consummation of the Enterprise Mixture, essentially the most
important change in our reported monetary place and outcomes of operations
was a rise in money of $208.9 million (as in comparison with Rigetti's stability
sheet at December 31, 2021), together with $225.6 million of proceeds from the
Enterprise Mixture and PIPE Financing internet in opposition to SNII transaction prices of
$38.1 million.

Further direct and incremental transaction prices have been additionally incurred by
Rigetti in reference to the Enterprise Mixture. Typically, prices (e.g.,
SPAC shares) are recorded as a discount to extra paid-in capital. Prices
allotted to liability-classified devices which might be subsequently measured at
honest worth via earnings (e.g., sure SPAC warrants) are expensed.
Rigetti's transaction prices totaled $20.65 million, of which $19.75 million was
allotted to equity-classified devices and recorded as a discount to
extra paid-in capital, and the remaining $0.9 million was allotted to
liability-classified devices which might be subsequently measured at honest worth
via earnings and acknowledged as expense within the condensed consolidated
statements of operations throughout the three months ended March 31, 2022.

Because of the Enterprise Mixture, we grew to become topic to the reporting
necessities below the Securities Change Act of 1934, as amended, and itemizing
requirements of the Nasdaq Capital Market, which can necessitate us to rent
extra personnel and implement procedures and processes to deal with such
public firm necessities. We count on to incur extra ongoing bills as a
public firm for, amongst different issues, administrators' and officers' legal responsibility
insurance coverage, director charges, and extra inner and exterior accounting, authorized
and administrative assets.

Our future consolidated outcomes of operations and monetary situation is probably not corresponding to historic outcomes following the enterprise mixture.

COVID-19 Replace

The COVID-19 pandemic continues to evolve quickly and we intend to proceed to observe it carefully.


The evolution of the virus is unpredictable and any resurgence could decelerate our
potential to develop our quantum computing merchandise and associated providers.
The COVID-19 pandemic may restrict the power of suppliers and enterprise companions
to carry out, together with third-party suppliers' potential to offer elements,
providers and supplies. We might also expertise a rise in the price of uncooked
supplies.

The complete affect of the COVID-19 pandemic continues to evolve. As such, the total
magnitude of the pandemic's impact on our monetary situation, liquidity and
future outcomes of operations is unsure. Administration continues to actively
monitor our monetary situation, liquidity, operations, suppliers, trade and
workforce.

Impacts of the COVID-19 pandemic, a few of which we've got already skilled,
embody these described all through the "Danger Components" included on this Quarterly
Report on Type 10-Q/A, together with the chance issue titled "A pandemic, epidemic or
outbreak of an infectious illness in america or worldwide may
adversely have an effect on our enterprise."

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Change of train


In October 2021, our board of administrators authorised a change to our fiscal year-end
from January 31 to December 31, efficient December 31, 2021. We consider the
year-end change is essential and helpful to our monetary assertion customers to
enable for elevated comparability with our trade friends. Because of this
change, our fiscal yr now begins on January 1 and ends on December 31 of every
yr, beginning on January 1, 2022. 12 months-over-year quarterly monetary information has
been and can proceed to be recast to be comparative with the brand new fiscal
quarter ends within the new fiscal yr.

Key parts of working outcomes

Income


We generate income via our growth contracts, in addition to from our QCaaS
choices and different providers together with coaching and provision of quantum
computing elements. Improvement contracts are typically multi-year,
non-recurring preparations pursuant to which we offer skilled providers
concerning collaborative analysis in sensible purposes of quantum computing
to expertise and enterprise issues inside the buyer's trade or
group and assists the client in creating quantum algorithms and
purposes to help clients in areas of enterprise curiosity. QCaaS income is
acknowledged on a ratable foundation over the contract time period or on a utilization foundation, which
typically ranges from three months to 2 years. Income associated to growth
contracts and different providers is acknowledged because the associated milestones are
accomplished or over time, because the work required to finish these milestones is
accomplished. Income associated to the sale of customized quantum computing elements is
acknowledged at a time limit upon acceptance by the client.

Income value


Price of income consists primarily of all direct and oblique value related
with offering QCaaS choices and growth contracts and different providers,
together with worker salaries and worker associated prices, together with compensation,
bonuses, worker taxes and profit prices of program administration and personnel
related to the supply of products and providers to clients. Price of income
additionally consists of an allocation of facility prices, depreciation and amortization
instantly associated to offering the QCaaS choices and growth contracts and
different providers. We count on value of income to extend as we proceed to increase
on our operations, improve our service choices and increase our buyer base.

Functionnary prices

Our working bills embody promoting and advertising bills, normal and administrative bills, and analysis and growth bills.

Analysis and growth


Analysis and growth prices are expensed as incurred. Analysis and
growth bills embody compensation, worker advantages, stock- based mostly
compensation, outdoors guide charges, allocation of facility prices,
depreciation and amortization, supplies and elements bought for analysis
and growth. We count on analysis and growth bills to extend as we
spend money on the enhancement of our product choices. We don't presently
capitalize any analysis and growth expenditures.

Gross sales and Advertising


Gross sales and advertising bills consist primarily of compensation together with
stock-based compensation, worker advantages of gross sales and advertising staff,
outdoors consultants' charges, journey and advertising and promotion prices. We count on
promoting and advertising bills to extend as we proceed to increase on our
operations, improve our service choices, increase our buyer base, and
implement new advertising methods.

Normal and administrative


Normal and administrative bills embody compensation, worker advantages,
stock-based compensation, authorized, insurance coverage, finance administration and human
assets, an allocation of facility prices (together with leases), dangerous debt prices,
skilled service charges, and an allocation of different normal overhead prices
together with depreciation and amortization to help our operations, which consist
of operations apart from related to offering QCaaS choices and
growth contracts and different providers. We count on our normal and
administrative bills to extend as we proceed to develop our enterprise. We additionally
count on to incur extra bills because of working as a public
firm.

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Provision for revenue taxes


Earnings taxes are accounted for below the asset and legal responsibility methodology. Deferred
tax property and liabilities are acknowledged for the longer term tax penalties
attributable to variations between the monetary assertion carrying quantities of
current property and liabilities and their respective tax bases and working
loss and tax credit score carryforwards. Deferred tax property and liabilities are
measured utilizing enacted tax charges anticipated to use to taxable revenue within the
years wherein these short-term variations are anticipated to be recovered or
settled. The impact on deferred tax property and liabilities of a change in tax
charges is acknowledged in revenue within the interval that features the enactment date. A
valuation allowance is recorded for deferred tax property whether it is extra doubtless
than not that some portion or the entire deferred tax property is not going to be
realized. Now we have recorded a full valuation allowance in opposition to our deferred tax
property.

Outcomes of Operations

Three months accomplished March 31, 2022 in comparison with the three months ended March 31, 2021
(as rephrased)


The next tables set forth our outcomes of operations for the durations
indicated:

                                                              March 31,
                                           2022                     2021               $ Change          % Change
                                      As restated (1)
                                                               ( In hundreds)
Income:                             $           2,104        $           2,360        $    (256 )             -11 %
Price of income                                    414                      273              141                52 %

Complete gross revenue                               1,690                    2,087             (397 )             -19 %
Working bills:
Analysis and growth                        13,927                    6,934            6,993               101 %
Gross sales and advertising                              1,475                      312            1,163               373 %
Normal and administrative                      11,560                    2,521            9,039               359 %

Complete working bills                        26,962                    9,767           17,195               176 %

Loss from operations                           (25,272 )                 (7,680 )        (17,592 )             229 %

Different (expense) revenue, internet:
Curiosity expense                                (1,205 )                    (77 )         (1,128 )              nm
Change in honest worth of warrant
liabilities                                      3,771                       -             3,771                nm
Change in honest worth of earn-out
legal responsibility                                        5,991                       -             5,991                nm
Transaction value                                  (927 )                     -              (927 )              nm
Different expense                                       -                       (30 )             30              -100 %

Complete different revenue (expense),
internet                                              7,630                     (107 )          7,737
Internet loss earlier than provision for
revenue taxes                                   (17,642 )                 (7,787 )         (9,855 )
Provision for revenue taxes                          -                        -                -

Internet loss                             $         (17,642 )      $          (7,787 )      $  (9,855 )



(1) For a dialogue of restatement changes, see Word 1 – Description of

Exercise – Restatement of condensed consolidated monetary statements and

Immaterial correction of errors from the earlier interval

Income


Income decreased $0.3 million, or 11%, to $2.1 million for the three months
ended March 31, 2022, from $2.4 million for the three months ended March 31,
2021. The interval over interval change is primarily attributable to the completion
of the primary part of a giant authorities company venture of $1.3 million within the
three months ended March 31, 2021, partially offset by the enlargement in scope of
U.S. and U.Ok. authorities company tasks of $1.0 million for the three months
ended March 31, 2022. These growth contracts are mounted value milestone or
value share-based contracts and the timing and quantities of income acknowledged in
every quarter will due to this fact range based mostly on the supply of the related
milestones and/ or the work carried out. We count on to proceed to generate the
majority of our income from growth contracts over a minimum of the following
a number of years and that income might be variable in timing and measurement, as we work
to ramp up our QCaaS enterprise for the long term.

Income value


Price of income elevated $0.1 million, or 52%, to $0.4 million for the three
months ended March 31, 2022, as in comparison with $0.3 million for the three months
ended March 31, 2021. The rise was primarily attributable to a rise in
employee-related prices of $0.1 million within the three months ended March 31, 2022.
We count on the prices to extend as we search to increase headcount and improve
subcontract prices associated to our collaborative growth contract providers
work with authorities companies. As well as, we count on to incur elevated prices
related to tools, system elements and labor international financial
situations, together with inflation, labor shortages and provide situations.

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Functionnary prices

Analysis and growth prices


Analysis and growth bills elevated by $7.0 million, or 101%, to
$13.9 million for the three months ended March 31, 2022, from $6.9 million for
the three months ended March 31, 2021. The rise was primarily attributable
to:

• a $3.6 million improve in personnel prices throughout the three months

ended March 31, 2022 attributable to a rise in employees and ensuing salaries

prices $1.5 milliona $0.5 million improve attributable to improve in

stock-based compensation expense, and a one-time cumulative recognition of

beforehand deferred inventory compensation expense of $1.6 million relative to

satisfaction of the liquidity situation with respect to the excellent

          inventory items acknowledged because of the shut of the Enterprise
          Mixture; and


• a $1.9 million elevated {hardware} and software program subscription prices attributable to

          to continued and expanded funding in analysis and growth efforts.



     •    A one-time correction throughout the three months ended March 31, 2022
          representing estimated electrical utility charges for a portion of the
          electrical utilization at our Berkeley facility from February 2019 to
          December 31, 2021, which was an out-of-period adjustment. Now we have
          cumulatively recorded an accrual of $1.5 million for the three months

ended March 31, 2022. For extra particulars on these extra bills,

see be aware 1 of our unaudited condensed consolidated monetary statements

for the three months ended March 31, 2022 included elsewhere on this

Quarterly report on Type 10-Q/A. The precise quantity of costs we could also be

          required to pay to our electrical energy supplier and any associated prices,
          bills or penalties could also be greater or extra important than the
          estimates described above.


We count on analysis and growth bills to extend as we proceed to take a position
within the enhancement of our product choices, together with with respect to value of
constructing QPU fridges, quantum chip fabrication prices and normal salaries and
wages. As well as, we count on to incur elevated analysis and growth
bills attributable to rising prices of labor, tools and elements because of this
of inflation, labor shortages and provide situations. Because of these
components, mixed with decrease than anticipated proceeds raised within the Enterprise
Mixture, we count on the timelines for the event of our 1,000 and 4,000
qubit programs to extend.

Gross sales and Advertising Bills

Gross sales and advertising bills elevated by $1.2 million, or 373%, to $1.5 million
for the three months ended March 31, 2022 from $0.3 million for the three months
ended March 31, 2021. The rise was primarily pushed by a $1.1 million
improve in worker associated prices of $0.7 million attributable to improve in headcount
and ensuing wages and $0.4 million attributable to a one-time cumulative recognition of
beforehand deferred inventory compensation expense of $1.6 million associated to the
vested restricted inventory items acknowledged because of the shut of the
Enterprise Mixture.

We count on gross sales and advertising bills to extend as we search to increase our enterprise, enhance our service choices, increase our buyer base and implement new advertising methods, together with with respect to buyer acquisition efforts and normal advertising campaigns.

Normal and administrative bills

Normal and administrative bills elevated by $9.0 millioni.e. 359%, at
$11.6 million for the three months ended March 31, 2022of $2.5 million for the three months ended March 31, 2021. The rise is especially attributable to:

• a single cumulative recognition of beforehand deferred shares

compensation cost of $6.9 million linked to the satisfaction of

liquidity situation regarding excellent shares accounted for in

          a results of the shut of the Enterprise Mixture;



     •    one-time transaction bonuses awarded to staff in reference to the
          closing of the Enterprise Mixture and related taxes of $2.1 million;



  •   $1.7 million improve in inventory compensation expense;



$0.5 million attributable to elevated authorized and accounting prices associated to the development

          public reporting necessities and different software program acquisition prices;



  •   $0.2 million attributable to govt incentive plan associated bonuses; and


$0.4 million because of the improve in labor prices associated to the workforce to construct and

          improve the assets to function as a public firm and to construct out our
          data safety workforce.

This improve was partially offset by the acquire on the change in honest worth of the ahead warrant contract of $2.9 million which was concluded with

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  Desk of Contents

Different Earnings (Expense), internet

Curiosity Expense

Curiosity expense was $1.2 million for the three months ended March 31, 2022,
elevated from $77 thousand for the three months ended March 31, 2021. The
improve in expense was a results of the Mortgage Settlement we entered into with
Trinity Capital Inc. ("Trinity") in March 2021 (as amended every so often,
the "Mortgage Settlement"). The interval over interval improve was primarily as a result of for
the three months ended March 31, 2022, curiosity expense was calculated based mostly on
the general borrowings below the Mortgage Settlement of $32.0 million for a
three-month curiosity interval, whereas for a similar interval in 2021, curiosity expense
was based mostly on borrowings below the Mortgage Settlement of $12.0 million for a shorter
curiosity interval of solely 10 days.

Change in honest worth of warrant liabilities


A dialogue of change in honest worth of guarantee liabilities is included in Word
10 to our unaudited condensed consolidated monetary statements for the three
months interval ended March 31, 2022, included elsewhere to this Quarterly Report
on Type 10-Q/A.

Change in honest worth of earn-out legal responsibility


A dialogue of change in honest worth of earn-out legal responsibility is included in Word
2, Sponsor Earn-out Legal responsibility, to our unaudited condensed consolidated monetary
statements for the three months interval ended March 31, 2022, included elsewhere
on this Quarterly Report on Type 10-Q/A.

Transaction prices


Transaction prices arose from the Enterprise Mixture allotted to
liability-classified devices which might be subsequently measured at honest worth
via earnings have to be expensed as incurred. We incurred a complete transaction
value of $0.9 million allotted to liability-classified devices for the three
month interval ended March 31, 2022. We didn't incur any transaction prices for
the comparable three months ended March 31, 2021.

Money and capital assets


Now we have incurred internet losses since inception, and skilled damaging money flows
from operations. Previous to the Enterprise Mixture, we financed our operations
primarily via the issuance of most well-liked inventory, warrants, convertible notes
and income. In the course of the three months ended March 31, 2022, we incurred a internet
lack of $17.6 million. As of March 31, 2022, we had an collected deficit of
$224.8 million, and we count on to incur extra losses and better working
bills for the foreseeable future in step with our long-term enterprise and
funding technique. In reference to the closing of the Enterprise Mixture
on March 2, 2022, we obtained a complete of $225.6 million from the Enterprise
Mixture and PIPE Funding, internet in opposition to SNII transaction prices. We consider
that our current money and money equivalents, together with internet proceeds from the
Enterprise Mixture, needs to be ample to satisfy our anticipated working
money wants for a minimum of the following 12 months based mostly on our present marketing strategy
and expectations and assumptions in mild of present macroeconomic situations.
Now we have based mostly these estimates on assumptions which will show to be mistaken, and
may use our obtainable capital assets before we presently count on, and
future capital necessities and the adequacy of accessible funds will rely on
many components, together with these described within the part titled "Danger Components" in
this Quarterly Report on Type 10-Q/A.

Our major makes use of of money are to fund our operations as we proceed to develop our
enterprise. We would require a major amount of money for expenditures as we
spend money on ongoing analysis and growth and enterprise operations. Till such
time as we will generate important income from gross sales of our growth
contracts and different providers, we count on to finance our money wants via
borrowings below the Mortgage Settlement and fairness or debt financings or different
capital sources, together with growth contract income with authorities companies
and strategic partnerships. To the extent that we increase extra capital
via the sale of fairness or convertible debt securities, the possession
curiosity of our stockholders might be, or could possibly be, diluted, and the phrases of
these securities could embody liquidation or different preferences that adversely
have an effect on the rights of our widespread stockholders. Debt financing and fairness
financing, if obtainable, could contain agreements that embody covenants limiting
or proscribing our potential to take particular actions, similar to incurring
extra debt, making capital expenditures or declaring dividends. If we're
unable to boost extra funds via fairness or debt financings when wanted,
we could also be required to delay, restrict, or considerably cut back our quantum
computing growth efforts. Our future capital necessities and the adequacy
of accessible funds will rely on many components, together with these set forth within the
part titled "Danger Components" included on this Quarterly Report on Type 10-Q/A.

Mortgage and assure settlement


On March 10, 2021, we entered into the Mortgage Settlement with Trinity for time period
loans with a principal quantity of $12.0 million, bearing an rate of interest of the
better of seven.5% plus the prime fee revealed by the Wall Road Journal or
11.0%. As well as, we're required to pay a remaining fee charge equal to 2.75% of
the mixture quantity of all time period mortgage advances. The time period loans below the Mortgage
Settlement are secured by all of our property. The Mortgage Settlement accommodates
customary representations, warranties and covenants, however doesn't embody any
monetary covenants. The damaging covenants embody restrictions on the power
to incur indebtedness, pay dividends, execute elementary change transactions,
and different specified actions. In reference to entry into the Mortgage Settlement,
we issued a warrant to buy our shares of widespread inventory to Trinity. The
Guarantor of the mortgage is Rigetti Holdings, Inc. and the mortgage is secured by
considerably all of our property.

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On Could 18, 2021, we entered into a primary modification to the Mortgage Settlement, which
modified sure monetary covenants, together with an extra good religion deposit
of $20,000 and including a tranche B to the Mortgage Settlement in an combination quantity
of $15.0 million, consisting of two advances of $8.0 million and $7.0 million
every. In reference to such modification, the maturity date was modified to be
the date equal to 48 months from the primary fee date of every particular money
advance. In reference to such modification, we cancelled the preliminary warrants
and issued a warrant to buy 995,099 shares of our widespread inventory.

On October 21, 2021, we entered right into a second modification to the Mortgage Settlement,
which modified the date requiring us to ship proof of completion of the
PIPE transaction and execution of a definitive merger settlement with a particular
goal acquisition firm to October 31, 2021.

Pursuant to the second modification, the maturity date was modified to be the date
equal to 48 months from the primary fee date of every particular money advance.
Topic to an curiosity solely interval of 18 months following every particular money
advance date, the time period mortgage incurs curiosity on the better of a variable
rate of interest based mostly on prime fee or 11% each year, payable month-to-month.
Curiosity-only funds are due month-to-month instantly following an advance for a
interval of 18 months and, starting on the nineteenth month, principal and curiosity
funds are due month-to-month.

In January 2022, we entered into the third modification to the Mortgage Settlement to
improve the debt dedication by $5.0 million to $32.0 million. The modification
permits us to attract an extra $5.0 million instantly with an extra
$8.0 million to be drawn on the sole discretion of the lender. We drew the
extra $5.0 million upon signing the modification. Different modifications per the
modification included an extension of the requirement to boost an extra
$75 million of fairness and an outlined exit charge for the extra $5.0 million to
be at 20% of the superior funds below the modification. At the side of the
modification, we additionally assured fee of all financial quantities owed and
efficiency of all covenants, obligations and liabilities. As of March 31, 2022,
the full principal quantity excellent below Mortgage Settlement was roughly
$32.0 million. We use borrowings below the Mortgage Settlement for working capital
functions.

The mortgage settlement is secured by a primary rating cost on considerably all of our property. As of the date of this quarterly report on Type 10-Q/A, we’re in compliance with all of the covenants of the mortgage settlement.


Our money commitments as of March 31, 2022 have been primarily as follows (in
hundreds):

                               Complete        Quick-Time period       Lengthy-Time period
                                           (in hundreds)
Financing obligations         $ 30,043     $      2,365     $    27,678
Working lease obligations      4,180            1,314           2,866

Complete                         $ 34,223     $      3,679     $    30,544



Financing obligations include principal and unamortized financing prices
associated to the Mortgage and Safety Settlement. Working lease obligations consist
of obligations below non-cancelable working leases for our places of work and
amenities. The money necessities within the desk above are related to
contracts which might be enforceable and legally binding and that specify all
important phrases, together with mounted or minimal providers for use, mounted,
minimal or variable value provisions, and the approximate timing of the actions
below the contracts. The desk doesn't embody obligations below agreements
that we will cancel with no important penalty.

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