0001104659-26-064861
SEC filingRigetti Computing signed a non-binding letter of intent for a $100 million CHIPS Act award from the U.S. Department of Commerce, contingent on issuing common stock at a discounted price.
Rigetti Computing, Inc. announced on May 21, 2026, that its wholly-owned subsidiary, Rigetti & Co, LLC, entered into a letter of intent (LOI) with the U.S. Department of Commerce for a proposed $100 million award under the CHIPS and Science Act. The non-binding LOI outlines a plan for the Department to receive shares of Rigetti common stock valued at the total award amount. The per-share price is calculated as the lowest closing price among three reference dates (May 5, 2026, May 20, 2026, and the award issuance date) discounted by 15%. This equity-based funding structure will result in dilution for existing shareholders, but the terms are yet to be finalized in definitive agreements. The funding is earmarked for superconducting quantum computing R&D over a three-year period, supporting Rigetti's development of scalable quantum processors. The LOI signals strong government backing for quantum technology and may enhance Rigetti's competitive position, but the transaction remains subject to negotiation and customary closing conditions. The press release (Exhibit 99.1) provides additional context, including quotes from CEO Subodh Kulkarni and Secretary of Commerce Howard Lutnick, emphasizing national security and economic benefits.