Rigetti Computing, Inc. — 8-K Summary
Business Context and Reporting Period
The filing was submitted by Supernova Partners Acquisition Company II, Ltd., a special purpose acquisition company that was expected to combine with Rigetti Computing. The report concerns a New York Stock Exchange listing-compliance notice received on May 25, 2021. The missed filing was the Form 10-Q for the quarter ended March 31, 2021.
Financial and Operating Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating-performance metrics. It is focused on a regulatory filing delay and accounting evaluation related to warrants.
Material Changes Versus the Prior Comparable Period
- Following an April 12, 2021 SEC staff statement regarding SPAC warrant accounting, management reevaluated the accounting treatment of public and privately placed redeemable warrants.
- The scope of that evaluation prevented the company from timely filing its March 31, 2021 Form 10-Q without unreasonable effort or expense.
- On May 25, 2021, the NYSE notified the company that it was not in compliance with its timely-filing requirement under Section 802.01E of the NYSE Listed Company Manual.
Guidance, Outlook, Risks, and Unusual Items
- The NYSE notice had no immediate effect on the listing or trading of the company’s securities.
- Management stated that it was working with its independent accounting firm to file the Form 10-Q as soon as practicable.
- The company stated that it remained in compliance with all other NYSE continued-listing requirements.
- The principal unusual item is the potential warrant-accounting adjustment arising from the SEC staff statement. The filing does not state the amount or financial-statement impact of any adjustment.
- The company had previously filed a Form 12b-25 on May 14, 2021, citing the warrant-accounting review as the reason for the delayed Form 10-Q.
Key Facts for Investors to Verify
- Whether and when the delayed Form 10-Q was filed.
- The final accounting classification and valuation of the public and private-placement warrants.
- Any restatement, material weakness, audit qualification, or other effect on the financial statements.
- Whether the NYSE subsequently determined that the company regained compliance.
- The amount of any warrant-related adjustment and its effect on liabilities, equity, earnings, and liquidity.
- The filing includes a press release dated June 2, 2021 as Exhibit 99.1; the source text does not provide its substantive contents.