Filed Pursuant to Rule 424(b)(3)
Registration No. 333-266810
PROSPECTUS SUPPLEMENT NO. 5
(To Prospectus dated
April 14, 2023)
UP TO 500,000 SHARES OF COMMON STOCK
This prospectus supplement updates and supplements the prospectus, dated April 14, 2023 (as supplemented to date, the
Prospectus), which forms a part of our registration statement on Form S-1 (No. 333-266810). This prospectus supplement is being filed to update and
supplement the information in the Prospectus with the information contained in Item 5.02 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2023
(the Current Report). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this
prospectus supplement relate to the offer and sale from time to time by Ampere Computing LLC or its permitted transferees (Ampere or the selling stockholder) of up to 500,000 shares (the Shares) of common stock,
par value $0.0001 (the common stock), of the Company, issued upon the exercise of the vested portion of that certain warrant issued to the selling stockholder (the Ampere Warrant) pursuant to the warrant subscription
agreement, dated as of October 6, 2021, by and between Legacy Rigetti (as defined below) and Ampere (the Warrant Subscription Agreement), for an aggregate purchase price (including amounts for exercise) of $10,000,000, or $10.00 per
share. The Shares consist of 500,000 outstanding shares of common stock issued in connection with the exercise of the vested portion of the Ampere Warrant and receipt by the Company of an aggregate $5,000,000 (including aggregate exercise price).
The selling stockholder may offer, sell or distribute all or a portion of the Shares publicly or through private transactions at
prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the Shares.
We will bear all
costs, expenses and fees in connection with the registration of these Shares, including with regard to compliance with state securities or blue sky laws. The selling stockholder will bear all commissions and discounts, if any,
attributable to their sale of Shares. See the section entitled Plan of Distribution.
This prospectus supplement updates and
supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement is qualified by
reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.
The common stock is listed on The Nasdaq Capital Market (Nasdaq) under the symbol RGTI. On October 30, 2023, the
last reported sales price of the common stock as reported on Nasdaq was $1.08 per share.
We are an emerging growth company as
defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. The Prospectus complies with the requirements that apply to an issuer that is an emerging growth company.