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Get filing alertsRigetti signs letter of intent for $100M CHIPS Act award with 15% discounted equity issuance
Filed May 21, 2026 · Period ending May 20, 2026 · ~1 min read
Key Changes
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Rigetti subsidiary signed non-binding letter of intent with U.S. Department of Commerce for $100M CHIPS Act award over 3 years to fund superconducting quantum computing R&D.
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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Award structure contemplates issuing $100M worth of common stock to the government at the lowest closing price among three reference dates (May 5, May 20, or award issuance), discounted 15%, representing significant dilution.
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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Letter of intent is non-binding and requires negotiation of definitive agreements; no guarantee the award will be finalized or terms will remain unchanged.
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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Rigetti disclosed a private securities offering exempt from registration under Section 4(a)(2) and/or Regulation D, with no details on securities type, amount, pricing, or use of proceeds.
Item 8.01 — Other Events verify on EDGAR →
Summary
Rigetti Computing announced a letter of intent with the U.S. Department of Commerce for a $100 million CHIPS Act award to accelerate quantum computing R&D over three years. The funding would come as equity rather than cash grants: the government would receive $100 million worth of Rigetti common stock priced at a 15% discount to the lowest closing price among three reference dates.
This represents substantial dilution to existing shareholders, with the exact share count dependent on where the stock trades when the award closes. The letter of intent is non-binding and requires negotiation of definitive agreements, so the award is not guaranteed. The filing also disclosed a separate private securities offering with no details on amount or terms.
For retail holders, the key question is whether the R&D funding justifies the dilution: the award could accelerate Rigetti's technical roadmap and position it as a federal partner in quantum computing, but shareholders will absorb a meaningful equity stake transfer to the government if the deal closes. Watch for the definitive award agreement and final share count.
Section-by-Section Diff
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Pursuant to the LOI, the Company and the Department have agreed to negotiate in good faith to enter into definitive transaction agreements with respect to the Award.
The letter of intent is non-binding and requires negotiation of definitive agreements. There is no guarantee the $100 million award will be finalized or that the terms will remain unchanged. Investors should view this as a preliminary step rather than a completed transaction.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
It is expected that the offer and sale of the securities by the Company (as defined below) will be made in reliance upon an exemption from registration under the Securities Act of 1933, pursuant to Section 4(a) (2) thereof and/or Regulation D for a sale of securities in transactions not involving any public offering.
Rigetti Computing is conducting a private placement of securities without public registration, relying on exemptions for non-public offerings. The filing does not disclose the type of securities, amount being raised, pricing terms, or use of proceeds. Item 8.01 is referenced for additional details but that content is not provided in this excerpt.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Rigetti Computing disclosed an unregistered equity sale under Item 3.02, but the filing body is incomplete or truncated.
Added in current filing · view on EDGAR →
Item 3.02 Unregistered Sales of Equity Securities.
The 8-K discloses an unregistered sale of equity securities under Item 3.02. However, the filing text provided is incomplete — it begins with 'The information set forth in' and then cuts off, preventing verification of the transaction details such as the securities sold, purchaser identity, consideration received, exemption claimed, or use of proceeds. The incomplete nature of the filing makes it impossible to assess the materiality or investor impact of this equity issuance.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Rigetti Computing, Inc. (Nasdaq: RGTI) (“Rigetti” or the “Company”), a pioneer in full-stack quantum-classical computing, today announced that it has signed a letter of intent (“LOI”) with the U.S. Department of Commerce (the “Department”) for an award of up to $100 million in funding over three years to accelerate superconducting quantum computing R&D.
Rigetti has signed a non-binding letter of intent with the U.S. Department of Commerce for up to $100 million in funding over three years to advance superconducting quantum computing research and development. The funding comes from the CHIPS Act program aimed at growing U.S. leadership in emerging technologies. This is a letter of intent, not a final agreement, so the funding is not yet guaranteed.
Added in current filing · view on EDGAR →
The LOI contemplates that the Department will receive an equity stake in Rigetti consistent with the total amount of the funding.
As part of the proposed funding arrangement, the U.S. Department of Commerce would receive an equity stake in Rigetti proportional to the total funding amount. This means existing shareholders would face dilution if the transaction closes. The specific equity percentage or share count has not been disclosed.
Added in current filing · view on EDGAR →
Under the LOI, Rigetti would pursue R&D projects that address major technical challenges in scaling and advancing superconducting quantum computing.
The funding would support research and development projects focused on overcoming key technical challenges in scaling superconducting quantum computers. The company's CEO stated this investment would allow them to tackle scaling bottlenecks more rapidly and advance toward utility-scale quantum computing.
Added in current filing · view on EDGAR →
The funding is allocated under the CHIPS Research and Development Office Broad Agency Announcement pursuant to the CHIPS Act to grow U.S. leadership in emerging technologies, including quantum computing.
The proposed funding comes from the CHIPS Act's Research and Development Office, which supports U.S. leadership in emerging technologies including quantum computing. This positions Rigetti as a beneficiary of federal semiconductor and advanced technology investment programs.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 9, 2026 · How we verify