WASHINGTON, Feb. 18, 2022 /PRNewswire/ -- Supernova Partners
Acquisition Company II, Ltd. (NYSE: SNII) ("Supernova" or the
"Company") announced today that it intends to withdraw its
listing of its Class A ordinary shares, warrants and units from the
New York Stock Exchange (the "NYSE") and lists its common stock and
warrants on The Nasdaq Stock Market LLC ("Nasdaq") following, and
subject to, the completion of its previously announced business
combination and related transactions (the "Proposed Transaction")
with Rigetti Holdings, Inc. ("Rigetti"), which is expected to close
on or around March 2, 2022 prior to
the commencement of trading on that day. In connection with the
completion of the Proposed Transaction, Supernova will change its
name to Rigetti Computing, Inc. The Company expects its common
stock and warrants to commence trading on Nasdaq on or about
March 2, 2022 under the symbols
"RGTI" and "RGTIW," respectively. Supernova's Class A ordinary
shares and warrants will continue to trade on the NYSE until the
transfer to Nasdaq is complete. The last day of trading of
Supernova's units on Nasdaq is expected to be March 1, 2022, assuming closing of the Proposed
Transaction prior to the start of trading on March 2, 2022.
The decision to list on Nasdaq was made in consideration of the
Proposed Transaction and enables the post-combination company to be
listed alongside other innovative technology companies that are
also listed on Nasdaq. The NYSE delisting and Nasdaq listing are
subject to the closing of the Proposed Transaction, including
approval by the Supernova shareholders and satisfaction or waiver
of closing conditions, and fulfillment of all Nasdaq listing
requirements.
About Rigetti Computing
Rigetti Computing is a pioneer in full-stack quantum computing.
Rigetti has operated quantum computers over the cloud since 2017
and serves global enterprise, government and research clients
through its Rigetti Quantum Cloud Services platform. Rigetti'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. Rigetti 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.
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.
Additional Information and Where to Find It
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, once available,
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 and the exhibits to
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", "goal", "intend", "will",
"estimate", "anticipate", "believe", "predict", "potential" 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 closing of the
Proposed Transaction, including receipt of shareholder approval by
the Supernova shareholders, the estimated closing date and the date
on which trading of Supernova's securities is expected to cease on
the NYSE and commence on Nasdaq, and approval of the listing of the
post-combination company's securities by Nasdaq. 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 the closing of the Business Combination;
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 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 section entitled
"Risk Factors" and "Cautionary Note Regarding Forward-Looking
Statements" in the registration statement on Form S-4 and
the definitive proxy statement/prospectus discussed above and other
documents filed with Supernova from time to time with the SEC.
Nothing in this communication or the exhibits to 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-announces-transfer-of-listing-to-the-nasdaq-capital-market-in-connection-with-its-proposed-business-combination-with-rigetti-holdings-inc-301485687.html
SOURCE Supernova Partners Acquisition Company II, Ltd.
