Rigetti Computing Gets Up to $100M CHIPS Award; Dept. of Commerce Takes Equity

What Happened

• Rigetti Computing, Inc. (RGTI) filed an 8-K disclosing that its subsidiary Rigetti & Co, LLC entered into an Other Transaction Agreement with the U.S. Department of Commerce on September 4, 2026 for an Award of up to $100 million under the CHIPS Act to accelerate superconducting quantum computing R&D.
• As part of the deal, Rigetti entered a Securities Issuance Agreement with the Department on September 8, 2026 to issue 7,739,938 shares of common stock (implied price $12.92/share, aggregate $100M). The Shares are subject to transfer and voting restrictions and other contract terms.

Key Details

• Award structure: up to $100.0M total; $43.9M available on or shortly after the Award Date (Sept 4, 2026), with two contingent tranches of $29.9M and $26.2M payable only if Rigetti meets specified milestones and success criteria.
• Period of Performance: from Award Date until all milestones completed or the fifth anniversary of Award Date (with possible extension request ≥60 days before expiration).
• Remedies & conditions: Department may demand recovery of payments as a debt if Rigetti fails to complete required project activities (subject to cure/forbearance), and may terminate the agreement for material non‑compliance; Department may also terminate for convenience with 60 days’ notice.
• Intellectual property and security: the agreement includes U.S. government license/march‑in rights, restrictions on transfer and foreign‑entity interactions, domestic control/manufacturing requirements, and extensive compliance, reporting and certification obligations (e.g., Davis‑Bacon wages, cybersecurity reporting, annual technical and patent reports, third‑party IT security assessments).
• Equity terms: Department’s shares have resale registration and piggyback rights, limited transferability, voting restrictions (generally will not vote except on certain charter/structural matters and mergers), and a right for Rigetti to repurchase shares equivalent to undisbursed Award amounts for $1 if the Department terminates the Other Transaction Agreement.

Why It Matters

• This transaction could provide significant non-dilutive funding for Rigetti’s superconducting quantum computing R&D if milestones are met, with $43.9M immediately available and up to $100M total contingent on performance.
• The Department of Commerce becomes a stockholder and a major contractual counterparty with broad rights (IP, security, foreign‑entity restrictions, and remedies), which may limit strategic flexibility, affect partner/customer relationships, and impose intensive compliance costs and reporting burdens.
• For investors, key near-term items to watch are milestone progress and timing (which control tranche releases), any Department demands for recovery or contract termination, and how the added compliance and IP constraints affect Rigetti’s commercialization and partnerships.