Business Context and Reporting Period
Rigetti Computing, Inc. filed this Form 8-K on May 24, 2022, under Item 8.01 to provide recast audited financial statements following its March 2, 2022 business combination with Supernova Partners Acquisition Company II, Ltd.
The transaction was accounted for as a reverse recapitalization under U.S. GAAP, with Legacy Rigetti treated as the accounting acquirer and Supernova treated as the acquired company. The recast statements cover the eleven months ended December 31, 2021, and the year ended January 31, 2021.
Financial Metrics and Capital Structure
- The filing text provided does not include specific revenue, profit or loss, cash flow, margin, debt, cash, liquidity or other financial metric values.
- The recast financial statements present Legacy Rigetti’s assets, liabilities and operating results for all periods shown.
- Equity information was retroactively restated to reflect the exchange ratio used in the merger, including shares, capital amounts and earnings per share.
- Legacy Rigetti preferred stock, common stock, warrants, options and restricted stock units were retrospectively presented as shares of Rigetti Computing common stock. Related option and warrant exercise prices were also retrospectively adjusted.
Material Changes Versus Prior Comparable Filing
The company is updating the audited financial statements previously filed in its March 7, 2022 Super 8-K. The principal change is the recasting of those statements to reflect the reverse recapitalization and the related retroactive restatement of the equity structure. The filing text does not provide a clear quantification of changes to reported financial results or balances.
Guidance, Outlook, Risks and Unusual Items
- No new financial guidance or operating outlook is provided.
- The unusual accounting item is the reverse recapitalization and resulting retrospective presentation of historical equity and per-share information.
- The filing does not identify new contingencies, risk factors or material commitments.
- Exhibit 99.1 contains the recast audited financial statements, but the exhibit’s numerical contents are not included in the provided filing text.
Investor Verification Items
- Review Exhibit 99.1 for the recast revenue, operating loss, net loss, cash flow, cash balance, debt and liquidity figures.
- Compare the recast statements with the financial statements in the March 7, 2022 Super 8-K to identify any numerical changes.
- Verify the retroactively restated share counts, earnings per share, option terms and warrant exercise prices.
- Confirm the accounting treatment of the merger as a reverse recapitalization and the resulting historical presentation of Legacy Rigetti.