Filed by Supernova Partners Acquisition Company II, Ltd.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Supernova Partners Acquisition Company II, Ltd.
Commission File No. 001-40140
Date: February 24, 2022
Supernova Partners Acquisition Company II, Ltd. Expected to Close Business Combination with Rigetti on March 2, 2022
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Supernova Partners Acquisition Company II, Ltd. (NYSE: SNII) expects all closing conditions to be met
to complete its business combination, subject to shareholder approval |
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An Extraordinary General Meeting of Supernova Shareholders is scheduled to be held on
February 28, 2022 at 11:00 a.m. ET; the business combination is expected to close on March 2, 2022, subject to final vote |
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Gross proceeds of at least $261.75 million from fully committed $147.51 million PIPE and
$114.24 million of cash held in trust |
WASHINGTON, D.C., February 24, 2022 Supernova Partners
Acquisition Company II, Ltd. (Supernova) (NYSE: SNII), a special purpose acquisition company, today announced that it expects all conditions to be met, including minimum cash proceeds, subject to shareholder approval, to complete its
previously announced business combination with Rigetti Holdings, Inc. (Rigetti), a pioneer in hybrid quantum-classical computing. Supernova and Rigetti expect to close the business combination on March 2, 2022, subject to final vote
of Supernova shareholders on February 28, 2022.
The transaction is expected to raise at least $114.24 million from Supernova trust proceeds (after
giving effect to preliminary redemption elections), and $147.51 million from a fully committed common stock private placement (PIPE), resulting in expected total gross proceeds of at least $261.75 million, exceeding the minimum cash
condition included in the business combination agreement. Rigetti plans to use the net proceeds to accelerate its development of multiple generations of quantum processors, expand its operations and for general corporate purposes.
Upon completion of the business combination, Supernova will change its name to Rigetti Computing, Inc. Following the consummation of the business
combination, Rigetti Computing Inc.s shares are expected to trade on the Nasdaq Capital Market under the ticker symbol RGTI. Supernovas transfer agent is American Stock Transfer & Trust Company and can be contacted at
help@astfinancial.com.
The extraordinary general meeting of Supernova shareholders (the Extraordinary General Meeting) is scheduled to occur
at 11:00 a.m. Eastern Time, on February 28, 2022 and will be held virtually via live webcast, and can be accessed by visiting https://web.lumiagm.com/242489800. Additional details regarding the proposals and the Extraordinary General Meeting
are available in the definitive proxy statement/prospectus relating to the Extraordinary General Meeting.