{"filing":{"accession_number":"0001104659-26-105662","cik":"0001838359","ticker":"RGTIW","company_name":"Rigetti Computing, Inc.","form":"8-K","filing_date":"2026-09-08","report_date":"2026-09-04","primary_document":"tm2624940d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1838359/000110465926105662/tm2624940d1_8k.htm"},"events":[{"id":31785,"run_id":29184,"accession_number":"0001104659-26-105662","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.88,"summary":"Rigetti's subsidiary entered into an Other Transaction Agreement with the U.S. Department of Commerce on September 4, 2026, securing up to $100 million in government funding for quantum computing R\u0026D. The agreement includes a minority, non-controlling equity stake to the Department (7.7 million shares at $12.92/share), domestic production requirements, IP restrictions, government license rights, and termination provisions, creating material financial obligations and affecting the company's capital structure.","company_name":"Rigetti Computing, Inc.","ticker":"RGTIW","filing_date":"2026-09-08","form":"8-K","submitted_at":null,"items":[{"id":34767,"accession_number":"0001104659-26-105662","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Rigetti's subsidiary entered into an \"Other Transaction Agreement\" with the U.S. Department of Commerce on September 4, 2026, securing up to $100 million in government funding for quantum computing R\u0026D. While structured as a grant rather than a traditional M\u0026A transaction, this constitutes a material definitive agreement that creates significant financial obligations, equity issuance (7.7 million shares at $12.92/share), and operational control provisions (domestic production, IP restrictions, government license rights, and termination rights). The Securities Issuance Agreement requiring $100 million in equity issuance to the Department as consideration further supports classification as a material transaction affecting the company's capital structure and control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T11:26:52.611282+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34768,"accession_number":"0001104659-26-105662","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities under Section 4(a)(2) of the Securities Act. The press release reveals that the U.S. Department of Commerce will receive \"a minority, non-controlling equity stake in Rigetti as a condition for receiving the funds\" in connection with a $100 million government award. This equity issuance is dilutive to existing shareholders and is explicitly flagged in the forward-looking statements as a risk factor (\"the Company's issuance of securities to the Department...including dilution to existing stockholders\").","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T11:26:52.611282+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34769,"accession_number":"0001104659-26-105662","item_number":"7.01","item_title":null,"event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Rigetti announced entry into a definitive agreement with the U.S. Department of Commerce for a $100 million R\u0026D funding award under the CHIPS Act. While this is a material strategic and financial event—involving substantial government funding and a minority equity stake to the Department—it does not fit neatly into the standard taxonomy categories. It is neither a traditional debt issuance, M\u0026A activity, nor a routine operational milestone; rather, it is a significant government contract and capital arrangement that advances the company's R\u0026D roadmap. Classified as operational_other because the core event is a strategic partnership and funding agreement that is clearly material but operational in nature rather than fitting a specific named category.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T11:26:52.611282+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34771,"accession_number":"0001104659-26-105662","item_number":"8.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.72,"reasoning":"Rigetti signed a definitive agreement with the U.S. Department of Commerce for a $100 million award under the CHIPS Act to fund R\u0026D projects. While structured as a government grant rather than traditional debt, the agreement creates a direct financial obligation with milestone-based disbursements, compliance requirements, and government equity stake. The Department receives a minority equity interest, and the company faces potential recovery of funds and termination rights for non-compliance. This represents a material creation of a direct financial obligation with significant conditions and restrictions, most closely aligned with debt_issuance given the structured funding, milestone conditions, and government oversight, though the equity component and grant nature create some ambiguity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T11:26:52.611282+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":34767,"accession_number":"0001104659-26-105662","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Rigetti's subsidiary entered into an \"Other Transaction Agreement\" with the U.S. Department of Commerce on September 4, 2026, securing up to $100 million in government funding for quantum computing R\u0026D. While structured as a grant rather than a traditional M\u0026A transaction, this constitutes a material definitive agreement that creates significant financial obligations, equity issuance (7.7 million shares at $12.92/share), and operational control provisions (domestic production, IP restrictions, government license rights, and termination rights). The Securities Issuance Agreement requiring $100 million in equity issuance to the Department as consideration further supports classification as a material transaction affecting the company's capital structure and control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T11:26:52.611282+00:00","company_name":"Rigetti Computing, Inc.","ticker":"RGTIW","filing_date":"2026-09-08"},{"id":34768,"accession_number":"0001104659-26-105662","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities under Section 4(a)(2) of the Securities Act. The press release reveals that the U.S. Department of Commerce will receive \"a minority, non-controlling equity stake in Rigetti as a condition for receiving the funds\" in connection with a $100 million government award. This equity issuance is dilutive to existing shareholders and is explicitly flagged in the forward-looking statements as a risk factor (\"the Company's issuance of securities to the Department...including dilution to existing stockholders\").","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T11:26:52.611282+00:00","company_name":"Rigetti Computing, Inc.","ticker":"RGTIW","filing_date":"2026-09-08"},{"id":34769,"accession_number":"0001104659-26-105662","item_number":"7.01","item_title":null,"event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Rigetti announced entry into a definitive agreement with the U.S. Department of Commerce for a $100 million R\u0026D funding award under the CHIPS Act. While this is a material strategic and financial event—involving substantial government funding and a minority equity stake to the Department—it does not fit neatly into the standard taxonomy categories. It is neither a traditional debt issuance, M\u0026A activity, nor a routine operational milestone; rather, it is a significant government contract and capital arrangement that advances the company's R\u0026D roadmap. Classified as operational_other because the core event is a strategic partnership and funding agreement that is clearly material but operational in nature rather than fitting a specific named category.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T11:26:52.611282+00:00","company_name":"Rigetti Computing, Inc.","ticker":"RGTIW","filing_date":"2026-09-08"},{"id":34771,"accession_number":"0001104659-26-105662","item_number":"8.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.72,"reasoning":"Rigetti signed a definitive agreement with the U.S. Department of Commerce for a $100 million award under the CHIPS Act to fund R\u0026D projects. While structured as a government grant rather than traditional debt, the agreement creates a direct financial obligation with milestone-based disbursements, compliance requirements, and government equity stake. The Department receives a minority equity interest, and the company faces potential recovery of funds and termination rights for non-compliance. This represents a material creation of a direct financial obligation with significant conditions and restrictions, most closely aligned with debt_issuance given the structured funding, milestone conditions, and government oversight, though the equity component and grant nature create some ambiguity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T11:26:52.611282+00:00","company_name":"Rigetti Computing, Inc.","ticker":"RGTIW","filing_date":"2026-09-08"}]}