Rigetti & Co, Inc. executed a term sheet to acquire Supernova Partners Acquisition Company II, Ltd. (NYSE:SNII) from a group of shareholders in a reverse merger transaction on May 14, 2021. Rigetti & Co, Inc. entered into a definitive merger agreement to acquire Supernova Partners Acquisition Company II, Ltd. from a group of shareholders for $1 billion in a reverse merger transaction on October 6, 2021. Under the merger agreement, each share of Rigetti outstanding as of immediately prior to the effective time will be exchanged for shares of New Rigetti Common Stock based on an implied Rigetti equity value of $1.04 billion, and each Rigetti option or warrant will convert into options or warrants to purchase New Rigetti Common Stock and each Rigetti Restricted Stock Unit Award will convert into restricted stock units for New Rigetti Common Stock. The transaction values Rigetti at a pro forma equity value of approximately $1.5 billion. Concurrently with the execution of the agreement, Supernova entered into subscription agreements with certain investors, pursuant to which the PIPE investors have agreed to subscribe for and purchase, and Supernova has agreed to issue and sell to the PIPE Investors, an aggregate of 10.25 million shares of New Rigetti Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $102.5 million.

Under the transaction, existing Rigetti & Co shareholders and management will roll 100% of their equity. Upon completion of the business combination, existing shareholders of Rigetti will own approximately 61% on an undiluted basis; Supernova's public shareholders (other than the PIPE Investors) will retain an ownership interest of approximately 27% on an undiluted basis; the PIPE Investors will own approximately 8% on an undiluted basis; and Supernova Partners II LLC will own approximately 5% of the combined entity, in each case, assuming that none of Supernova's outstanding public shares are redeemed. The combined company is expected to receive approximately $458 million in gross cash proceeds, which includes a fully committed PIPE in excess of $100 million, direct investment, and $345 million of cash held in the trust account of Supernova II, assuming no redemptions. Upon closing of the transaction, Rigetti will become a public company and the publicly traded company will be named Rigetti Computing, Inc. and its common stock is expected to be listed on the NYSE under the ticker “RGTI”. As of February 18, 2022, Supernova announced that it intends to withdraw its listing from the New York Stock Exchange (the “NYSE”) and lists on The Nasdaq Stock Market LLC, following the completion of the transaction. Michael Clifton will join the Rigetti Board of Directors after the transaction closes. It is expected that General Pace will be appointed the chairman of the board of directors of Rigetti Computing, Inc. Directors and executive officers of New Rigetti upon the consummation of the transaction will include the following: Chad Rigetti (President, Chief Executive Officer and Director), Taryn Naidu (Chief Operating Officer), Brian Sereda (Chief Financial Officer), Rick Danis (General Counsel and Corporate Secretary), Mike Harburn (Chief Technology Officer), Mandy Birch (Senior Vice President, Technology Partnerships), David Rivas (Senior Vice President, Systems and Service), and, Non-Employee Directors will be: Alissa Fitzgerald, Gen. Peter Pace, Ray Johnson, David Cowan, Cathy McCarthy, Michael Clifton and H. Gail Sandford. As of December 27, 2021, Rigetti Computing announced $45 million in additional commitments for a private placement of Supernova II common stock in connection with their proposed business combination.

The transaction is subject to customary closing conditions, including, among others: (i) approval by Supernova's and Rigetti's respective stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the obtaining of any consents required under antitrust laws in the jurisdictions specified on a schedule, (iii) Supernova having at least $5,000,001 of net tangible assets as of the Closing, (iv) receipt of approval for listing on the New York Stock Exchange of the shares of Supernova common stock to be issued in connection with the transactions, (v) completion of the Domestication, (vi) the effectiveness of the registration statement on Form S-4, and (vii) Supernova having at least $165,000,000 of available cash at the closing. The transaction has been unanimously approved by the boards of directors of both Rigetti and Supernova II. Supernova Board unanimously recommends that shareholders vote for the adoption of the merger agreement. The special meeting of stockholders of Supernova to approve the business combination will be held on February 28, 2022. As of February 28, 2022, the transaction was approved by the shareholders of Supernova. The business combination will be consummated in the first quarter of 2022. As of February 18, 2022, the transaction is expected to close on or around March 2, 2022.

Deutsche Bank Securities Inc. is serving as exclusive financial advisor to Rigetti. Adam Dinow, David Silverman and Rupa Briggs of Cooley LLP are serving as legal counsel to Rigetti. Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Supernova II. Nicholas P. Luongo, Ryan J. Maierson, Patrick H. Shannon, Pardis Zomorodi, Adam Kestenbaum, Jeremy Wolsk, Joshua Holian, Eric Volkman and Dean Baxtresser of Latham & Watkins LLP are serving as legal counsel to Supernova II. Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc. served as placement agents to Supernova II for the PIPE financing. Sidley Austin LLP served as counsel to the placement agents. American Stock Transfer & Trust Company acted as transfer agent to Supernova. Morrow Sodali LLC acted as proxy solicitor to Supernova for a fee of $37,500, plus disbursements.

Rigetti & Co, Inc. completed the acquisition of Supernova Partners Acquisition Company II, Ltd. (NYSE:SNII) from a group of shareholders in a reverse merger transaction on March 2, 2022. Rigetti & Co's common stock and warrants trade on the Nasdaq Capital Market under the ticker symbols “RGTI” and “RGTIW,”