WASHINGTON,
Feb. 24, 2022
/PRNewswire/ -- Supernova Partners Acquisition Company II, Ltd.
("Supernova") (NYSE: SNII), a special purpose acquisition company,
today announced that it expects all conditions to be met, including
minimum cash proceeds, subject to shareholder approval, to complete
its previously announced business combination with Rigetti
Holdings, Inc. ("Rigetti"), a pioneer in hybrid quantum-classical
computing. Supernova and Rigetti expect to close the business
combination on March 2, 2022, subject
to final vote of Supernova shareholders on February 28, 2022.
The transaction is expected to raise at least $114.24 million from Supernova trust proceeds
(after giving effect to preliminary redemption elections), and
$147.51 million from a fully
committed common stock private placement ("PIPE"), resulting in
expected total gross proceeds of at least $261.75 million, exceeding the minimum cash
condition included in the business combination agreement.
Rigetti plans to use the net proceeds to accelerate its
development of multiple generations of quantum processors, expand
its operations and for general corporate purposes.
Upon completion of the business combination, Supernova will
change its name to "Rigetti Computing, Inc." Following the
consummation of the business combination, Rigetti Computing Inc.'s
shares are expected to trade on the Nasdaq Capital Market under the
ticker symbol "RGTI." Supernova's transfer agent is American Stock
Transfer & Trust Company and can be contacted at
help@astfinancial.com.
The extraordinary general meeting of Supernova shareholders (the
"Extraordinary General Meeting") is scheduled to occur at
11:00 a.m. Eastern Time, on
February 28, 2022 and will be held
virtually via live webcast, and can be accessed by visiting
https://web.lumiagm.com/242489800. Additional details regarding the
proposals and the Extraordinary General Meeting are available in
the definitive proxy statement/prospectus relating to the
Extraordinary General Meeting.
About Supernova
Supernova is led by Michael Clifton, who was most recently a
technology investor at The Carlyle Group; Robert Reid, a long-time senior partner at
Blackstone; Spencer Rascoff, a
serial entrepreneur who co-founded Hotwire, Zillow,
dot.LA and Pacaso and who led Zillow as CEO for nearly a decade;
and Alexander Klabin, founder and
CEO of Ancient and former managing partner, co-CIO and
co-founder of Senator Investment Group.
About Rigetti Computing
Rigetti Computing is a pioneer
in full-stack quantum computing. The company has operated quantum
computers over the cloud since 2017 and serves global enterprise,
government, and research clients through its Rigetti Quantum Cloud
Services platform. The company's proprietary quantum-classical
infrastructure provides ultra-low latency integration with public
and private clouds for high-performance practical quantum
computing. Rigetti has developed the industry's first multi-chip
quantum processor for scalable quantum computing systems. The
company designs and manufactures its chips in-house at Fab-1, the
industry's first dedicated and integrated quantum device
manufacturing facility. Rigetti was founded in 2013 by Chad Rigetti and today employs more than 140
people with offices in the United
States, U.K., and Australia. Learn more
at www.rigetti.com.
Additional Information and Where to Find It
In
connection with the previously announced proposed business
combination between Rigetti and Supernova Partners Acquisition
Company II Ltd ("Supernova") (NYSE: SNII), Supernova has filed a
registration statement on Form S-4 (as amended, the "Form S-4")
with the SEC, which includes a proxy statement/prospectus, that is
both the proxy statement to be distributed to holders of
Supernova's ordinary shares in connection with its solicitation of
proxies for the vote by Supernova's shareholders with respect to
the proposed business combination and other matters as may be
described in the registration statement, as well as the prospectus
relating to the offer and sale of the securities to be issued in
the business combination. Supernova has mailed a definitive proxy
statement/prospectus and other relevant documents to its
shareholders. This communication does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination. Supernova's shareholders and other interested
persons are advised to read the definitive proxy
statement/prospectus and other documents filed in connection with
the proposed business combination, as these materials will contain
important information about Rigetti, Supernova and the business
combination. The Registration Statement was declared effective by
the SEC on February 9, 2022 and the
definitive proxy statement/prospectus and other relevant documents
were mailed to shareholders of Supernova as of the record date
established for voting on the proposed Business Combination and the
other proposals regarding the Business Combination. Shareholders
are able to obtain copies of the definitive proxy statement and
other documents filed with the SEC, without charge, at the SEC's
website at www.sec.gov, or by directing a request to
Supernova's secretary at 4301 50th Street NW, Suite 300 PMB 1044,
Washington, D.C. 20016, (202)
918-7050.
Participants in the Solicitation
Supernova and its
directors and executive officers may be deemed participants in the
solicitation of proxies from Supernova's shareholders with respect
to the proposed business combination. A list of the names of those
directors and executive officers and a description of their
interests in Supernova is contained in Supernova's definitive proxy
statement/prospectus, which was filed with the SEC and is available
free of charge at the SEC's website at www.sec.gov. To the
extent such holdings of Supernova's securities may have changed
since that time, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Rigetti and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of Supernova in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination is included in the proxy statement/prospectus
for the proposed business combination.
No Offer or Solicitation
This communication does not
constitute (i) a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the proposed
business combination or (ii) an offer to sell, a solicitation of an
offer to buy, or a recommendation to purchase any security of
Supernova, Rigetti, or any of their respective affiliates.
Forward-Looking Statements
Certain statements in this
communication may be considered forward-looking statements.
Forward-looking statements generally relate to future events and
can be identified by terminology such as "pro forma", "may",
"should", "could", "might", "plan", "possible", "project",
"strive", "budget", "forecast", "expect", "intend", "will",
"estimate", "anticipate", "believe", "predict", "potential", "goal"
or "continue", or the negatives of these terms or variations of
them or similar terminology. These forward-looking statements
include, but are not limited to, statements relating to the
completion of the Business Combination and satisfaction of
conditions to closing, including receipt of approval by the
shareholders of Supernova, the expected amount of proceeds from the
Business Combination and the use of proceeds. Such forward-looking
statements are subject to risks, uncertainties, and other factors
which could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. These
forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by Supernova and its management,
and Rigetti and its management, as the case may be, are inherently
uncertain. Factors that may cause actual results to differ
materially from current expectations include, but are not limited
to: the outcome of any legal proceedings that may be instituted
against Supernova, Rigetti, the combined company or others
following the announcement of the business combination and any
definitive agreements with respect thereto; the inability to
complete the proposed business combination due to the failure to
obtain approval of the shareholders of Supernova or to satisfy
other conditions to closing; changes to the proposed structure of
the business combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the business combination; the
ability to meet stock exchange listing standards following the
consummation of the business combination; the risk that the
proposed business combination disrupts current plans and operations
of Rigetti as a result of the announcement and consummation of the
proposed business combination; the ability to recognize the
anticipated benefits of the business combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; costs related to the business
combination; changes in applicable laws or regulations; the
possibility that Rigetti or the combined company may be adversely
affected by other economic, business, or competitive factors;
Rigetti's estimates of expenses and profitability; the evolution of
the markets in which Rigetti competes; the ability of Rigetti to
execute on its technology roadmap; the ability of Rigetti to
implement its strategic initiatives, expansion plans and continue
to innovate its existing services; the impact of the COVID-19
pandemic on Rigetti's business; and other risks and uncertainties
set forth in the sections entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in the registration
statement on Form S-4 and definitive proxy statement/prospectus
discussed above and other documents filed by Supernova from time to
time with the SEC.
Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Supernova
nor Rigetti undertakes any duty to update these forward-looking
statements other than as required by law.
View original
content:https://www.prnewswire.com/news-releases/supernova-partners-acquisition-company-ii-ltd-expected-to-close-business-combination-with-rigetti-on-march-2-2022-301490340.html
SOURCE Supernova Partners Acquisition Company II, Ltd.