SEC Form 8-K Summary
Registrant: Supernova Partners Acquisition Company II, Ltd. (proposed successor name: Rigetti Computing, Inc.)
Report date: October 6, 2021. The filing reports execution of a definitive merger agreement with Rigetti Holdings, Inc. and related transaction agreements. This is a transaction announcement, not a periodic operating or earnings report.
Business Context and Transaction
Supernova agreed to combine with Rigetti through a domestication from the Cayman Islands to Delaware and two mergers. Rigetti will become a wholly owned subsidiary of the combined company, and Supernova will change its name to Rigetti Computing, Inc.
- Aggregate equity consideration is valued at $1.041 billion, plus the aggregate exercise price of in-the-money Rigetti warrants and options.
- Rigetti equity securities will be converted into shares, warrants, options, restricted shares, and restricted stock units of the combined company based on an exchange ratio calculated under the merger agreement.
- The transaction requires approval by Supernova and Rigetti stockholders and satisfaction or waiver of customary closing conditions.
Capitalization, Liquidity, and Other Financial Terms
| Item | Reported terms |
|---|---|
| PIPE financing | 10,251,000 shares at $10.00 per share, for aggregate gross proceeds of $102.51 million, subject to closing. |
| Minimum closing cash | Supernova must have at least $165 million of available cash at closing for Rigetti’s obligation to consummate the transaction. |
| Minimum net tangible assets | Supernova must have at least $5,000,001 of net tangible assets at closing. |
| Strategic-partner warrant | Rigetti granted a warrant for up to 1,000,000 Rigetti shares at an exercise price of $0.0001 per share, tied to total strategic-partner payments of $10 million and a collaboration agreement. |
| Debt and liquidity | The filing text does not provide clear figures for debt, cash balances, revenue, profit, cash flow, or operating margins. Audited Rigetti financial statements for the years ended January 31, 2021 and January 31, 2020 were furnished as an exhibit but their figures are not included in the provided text. |
Material Changes Versus the Prior Comparable Period
The filing does not present a comparable-period income statement, balance sheet, cash-flow statement, or operating metrics. Accordingly, it does not quantify changes in revenue, profitability, cash flow, margins, debt, or liquidity versus the prior period.
The material change disclosed is strategic and capital-related: Rigetti entered into a definitive SPAC business combination agreement, secured a proposed $102.51 million PIPE investment, and established transaction-related support, registration, warrant, and transfer-restriction arrangements.
Conditions, Outlook, and Risks
- Closing is subject to stockholder approvals, antitrust clearance, effectiveness of an SEC Form S-4 registration statement, NYSE listing approval, completion of the domestication, required cash and net tangible asset thresholds, and other customary conditions.
- Either party may generally terminate if the transaction is not completed by June 6, 2022, subject to other termination rights and conditions described in the agreement.
- Supernova’s sponsor and directors and officers agreed to support the transaction. Certain sponsor shares will be subject to forfeiture and performance-based vesting tied to share-price thresholds of $12.50 and $15.00.
- Rigetti stockholders will be subject to lock-up restrictions that may end after six months or earlier upon specified share-price or change-of-control events.
- Key risks include failure to obtain stockholder or regulatory approval, failure to meet closing conditions or NYSE requirements, redemptions reducing available cash, transaction costs, business disruption, competition, execution and growth risks, retention of key personnel, COVID-19 effects, and the possibility that anticipated transaction benefits are not realized.
Most Important Facts to Verify
- Review the Form S-4 and definitive proxy statement for the final exchange ratio, pro forma ownership, dilution, redemption assumptions, and transaction adjustments.
- Verify the amount of cash remaining after redemptions, PIPE proceeds, transaction expenses, and any other financing or capital requirements.
- Review Rigetti’s audited financial statements and subsequent financial information for revenue, losses, cash burn, debt, liquidity, and margins.
- Confirm whether all stockholder, antitrust, SEC registration, domestication, and NYSE listing conditions were satisfied and whether the transaction ultimately closed.
- Review the complete merger agreement and related agreements for termination fees, contingencies, indemnities, registration rights, lock-ups, and sponsor-share forfeiture provisions.