Merger SNII.U

Rigetti Computing Announces Plans to Merge with Supernova Partners Acquisition Company II

, SPAC Research

Rigetti & Co., Inc., a pioneer in full-stack quantum computing, announced today it has entered into a definitive merger agreement with Supernova Partners Acquisition Company II, Ltd. (NYSE:SNII), a publicly traded special purpose acquisition company. When the transaction closes, 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."

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 only dedicated and integrated quantum device manufacturing facility. Rigetti was founded in 2013 by Chad Rigetti and today employs more than 130 people with offices in the United States, U.K., Canada, and Australia.  

The business combination values the combined entity at a pro forma equity value of approximately $1.5 billion. Upon closing, the combined company will receive approximately $458 million in gross cash proceeds, including 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. The proposed transaction has been unanimously approved by the boards of directors of both Rigetti and Supernova II, and is subject to the approval of the stockholders of Supernova II and other customary closing conditions.

Deutsche Bank Securities Inc. is serving as exclusive financial advisor to Rigetti. Cooley LLP is serving as legal counsel to Rigetti. Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Supernova II. Latham & Watkins LLP is 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.

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