{"url_path":"/sec/rgtiw/8-k/2026-05-21/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1838359/0001104659-26-064861-index.html","accession_number":"0001104659-26-064861","cik":"0001838359","ticker":"RGTI","issuer_name":"Rigetti Computing, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1838359/0001104659-26-064861-index.html","primary_entity_key":"0001838359","primary_entity_name":"Rigetti Computing, Inc."},"word_count":776,"has_tables":true,"body_markdown":"**Item 8.01****Other Events.**\n\n \n\nOn May 20, 2026, Rigetti Sub entered into\na letter of intent (the “Letter of Intent”) with the U.S. Department of Commerce with respect to a proposed $100 million award\n(the “Award”) under the U.S. CHIPS and Science Act over a three-year period to accelerate superconducting quantum computing\nresearch and development. The Letter of Intent contemplates that the Department will be issued shares of the Company’s common stock\nin an amount consistent with the total amount of the Award. The implied issuance price for the shares will be the lowest reported closing\nprice per share on: (i) the date that the first draft of the letter of intent was transmitted from the Department to Rigetti Sub\n(May 5, 2026), (ii) the date that the LOI is executed by Rigetti LLC and the Department (May 20, 2026), and (iii) the\ndate the award is issued, in each case, discounted by fifteen percent (15%). Pursuant to the LOI, the Company and the Department have\nagreed to negotiate in good faith to enter into definitive transaction agreements with respect to the Award.\n\n \n\n**Cautionary Note Regarding Forward-Looking Statements**\n\n \n\nCertain statements in this Current Report may be considered “forward-looking\nstatements” within the meaning of the federal securities laws, including with respect to the Company’s expectations regarding\nits future success and performance including expectations with respect to its research and development; the ability of the Company and\nthe Department to successfully enter into definitive transaction agreements as contemplated in the Letter of Intent; the Company’s\nability to receive funding amounts as contemplated by the Letter of Intent including the timeline for any such funding; and the issuance\nof securities by the Company to the Department as part of the transaction. These forward-looking statements are based upon estimates and\nassumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual\nresults to differ materially from current expectations include, but are not limited to: the Company and the Department’s ability\nto enter into definitive transaction agreements; the timing of entry into any such definitive transaction agreements; potential impact\non the Company, its business and price of its securities with respect to the transactions contemplated by the Letter of Intent and definitive\ntransaction agreements; the Company’s issuance of securities to the Department pursuant to the transaction (including dilution to\nexisting stockholders); the Company’s ability to achieve milestones, technological advancements, including with respect to its technology\nroadmap; Company’s ability to deliver products to customers in time or at all, including actions by customers, such as controls\nover their facilities and cancelling orders; the ability of the Company to obtain government contracts successfully and in a timely manner\nand the availability of government funding; the potential of quantum computing; the success of the Company’s partnerships and collaborations;\nthe Company’s ability to accelerate its development of multiple generations of quantum processors; the outcome of any legal proceedings\nthat may be instituted against the Company or others; the ability to maintain relationships with customers and suppliers and attract and\nretain management and key employees; costs related to operating as a public company; changes in applicable laws or regulations; the possibility\nthat the Company may be adversely affected by other economic, business, or competitive factors; the Company’s estimates of expenses\nand profitability; the evolution of the markets in which the Company competes; the ability of the Company to implement its strategic initiatives\nand expansion plans; the expected use of proceeds from the Company’s past and future financings or other capital; the sufficiency\nof the Company’s cash resources; unfavorable conditions in the Company’s industry, the global economy or global supply chain,\nincluding rising inflation and interest rates, deteriorating international trade relations, political turmoil, natural catastrophes, military\nconflicts, and terrorist attacks; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary\nNote Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31,\n2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and other documents filed by the Company from time\nto time with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could\ncause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements\nspeak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company\nassumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law.\nThe Company does not give any assurance that it will achieve its expectations."}