Rigetti and D-Wave Trade Discounted Equity for Milestone Government Funding

The U.S. Commerce Department has finalized up to $100 million of CHIPS Act research funding for each of Rigetti Computing, D-Wave Quantum and Quantinuum while also taking equity in the companies. For the two listed issuers that disclosed definitive share terms, the shareholder bargain is now measurable: Rigetti will issue 7.74 million shares, equal to about 2.3% of the 333.68 million shares it had outstanding at June 30, while D-Wave will issue 7.10 million, equal to about 1.9% of its 372.01 million June share base.

The government is receiving those shares on deliberately favorable pricing formulas. Rigetti's definitive issue price is $12.92 a share, derived from the minimum of three specified closing prices and then reduced by 15%. D-Wave's $14.093 issue price uses the same 15%-discount architecture. The awards therefore combine non-equity R&D funding with discounted government equity.

The offset for shareholders is contractual protection against the government receiving a freely monetizable stake for money it never pays. Rigetti limits Commerce's transfers to the number of shares corresponding to award funds actually disbursed and not returned, largely removes the government's voting rights and can repurchase for an aggregate $1 the shares tied to undisbursed or returned money if Commerce terminates the award for convenience. D-Wave's agreement uses the same basic principle while making an initial $53.55 million tranche available shortly after the September 4 award date and linking later funding to milestones.

That structure is the economic center of the policy. Taxpayers get upside at a discount; companies get project capital without issuing an equivalent amount of new stock into the public market for cash. The equity concession is real at signing, but the government's ability to transfer and retain it is bounded by the funding actually delivered.

The financing bargain sits in dilution, pricing and restricted project capital

The most useful comparison for Rigetti and D-Wave is the new government share issuance against the existing shareholder base. The gross share issuance is meaningful dilution capacity because the pricing formula also embeds a 15% discount. It remains modest enough for the financing benefit to dominate if funded R&D removes technical or manufacturing bottlenecks that otherwise require equity-funded spending.

Commerce is funding specified quantum R&D and advanced-microelectronics work, with tranches tied to milestones and program conditions. The $100 million maximum reduces the amount of eligible project work financed from unrestricted cash or fresh market capital; its economic perimeter is the project budget, while unrestricted corporate liquidity remains separate.

D-Wave's first tranche makes that benefit more immediate: more than half of its maximum award becomes available shortly after the award date. Rigetti's award similarly targets superconducting-quantum R&D projects, while the securities agreement adds U.S. government rights around the award without transferring ordinary corporate control.

Quantinuum's final award sits on a different post-IPO capital structure

Quantinuum's September 8 announcement confirms a final $100 million CHIPS R&D award directed toward domestic manufacturing and supply-chain work with GlobalFoundries and Monarch Quantum. GlobalFoundries will work on next-generation ion traps and control electronics using 300mm wafer technology; Monarch will develop lasers and optical components for trapped-ion systems.

Quantinuum's final announcement lists the $100 million project and manufacturing partners without a government share count comparable with Rigetti's and D-Wave's. Its earlier pre-IPO record contemplated equity tied to the award, and the company has since completed its IPO with a more complex post-offering capital structure. The listed-company dilution comparison therefore stops with Rigetti and D-Wave.

The policy result remains clear across the disclosed structures. Commerce has converted quantum CHIPS funding into a form of risk sharing in which public money underwrites expensive R&D while taxpayers receive equity upside. Rigetti and D-Wave are exchanging discounted share issuance for up to $100 million of milestone-based project capital. The transfer and $1 repurchase mechanics keep that bargain connected to cash actually delivered. That is more shareholder-friendly than an unconditional discounted stock grant, but materially more expensive than a conventional non-dilutive research award.

Sources

• Rigetti Form 8-K and securities issuance agreement, Sept. 8, 2026: https://www.sec.gov/Archives/edgar/data/1838359/000110465926105662/tm2624940d1_8k.htm
• Rigetti fiscal Q2 2026 Form 10-Q: https://www.sec.gov/Archives/edgar/data/1838359/000110465926091993/rgti-20260630x10q.htm
• D-Wave Form 8-K, Sept. 8, 2026: https://www.sec.gov/Archives/edgar/data/1907982/000190798226000141/qbts-20260904.htm
• D-Wave fiscal Q2 2026 Form 10-Q: https://www.sec.gov/Archives/edgar/data/1907982/000190798226000129/qbts-20260630.htm
• Quantinuum award announcement, Sept. 8, 2026: https://ir.quantinuum.com/news-releases/news-release-details/quantinuum-finalizes-100-million-chips-rd-award-us-department