PROSPECTUS SUMMARY
This summary highlights selected information appearing in this Reoffer Prospectus or incorporated by reference in this Reoffer Prospectus.
Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire Reoffer Prospectus carefully, including the information set forth in the sections in this
Reoffer Prospectus or the other documents incorporated by reference entitled Risk Factors, Managements Discussion and Analysis of Financial Condition and Results of Operations, Business and the consolidated
financial statements and related notes incorporated by reference in this Reoffer Prospectus before making an investment decision.
Overview
We build quantum computers and the superconducting quantum processors that power them. We believe quantum computing represents one of
the most transformative emerging capabilities in the world today. By leveraging quantum mechanics, we believe our quantum computers process information in fundamentally new, more powerful ways than classical computers.
We have been deploying our quantum computers to end users over the cloud since 2017. We offer our full-stack quantum computing platform as a
cloud service to a wide range of end-users, directly through our Rigetti QCS platform, and also through cloud service providers.
We have developed strong customer relationships and collaborative partnerships to accelerate the development of key technologies for
high-value use cases that unlock strategic early markets. Our partners and customers include commercial enterprises such as Amazon Web Services, Astex Pharmaceuticals, Deloitte, Microsoft, Nasdaq and Standard Chartered Bank, along with U.S.
government organizations such as DARPA, DOE, and NASA.
We are led by our founder and CEO, Dr. Chad Rigetti, a quantum computing
entrepreneur and physicist. Since founding the company in 2013, Dr. Rigetti has led us in becoming a preeminent global leader in quantum computing. He has assembled a world class leadership team and board, and established a culture of
innovation within the Company. In addition to his track record as an entrepreneur and executive leader, Dr. Rigetti is an inventor on 38 issued U.S. patents and the author of more than 20 peer-reviewed scientific publications that have received
more than 4,000 total citations.
Powered by the production of our scalable multi-chip quantum processors in Fab-1 and our full-stack product development approach, our goal is to deliver quantum computing systems that demonstrate clear performance advantages over classical computing alternatives for multiple high-impact
application areas.
Background
Supernova was a blank check company incorporated on December 22, 2020 in the Cayman Islands for the purpose of effecting a merger,
amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.
On the Closing Date, Rigetti consummated the Business Combination pursuant to the Merger Agreement. Supernovas shareholders approved the
Business Combination and Domestication at an extraordinary general meeting of shareholders held on February 28, 2022 (the Extraordinary General Meeting). In connection with the Extraordinary General Meeting and the Business
Combination, holders of 22,915,538 of Supernovas Class A ordinary shares (Supernova Class A ordinary shares), or 66.4% of the shares with redemption rights, exercised their right to redeem their shares for cash at a
redemption price of approximately $10.00 per share, for an aggregate redemption amount of $229,155,380.
On March 1, 2022, the
business day prior to the Closing Date, Supernova effectuated the Domestication by filing a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filing a certificate of
incorporation (the Certificate of Incorporation) and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Supernova was domesticated and continues as a Delaware corporation. The board
of directors of Rigetti also adopted the Bylaws of the Company (the Bylaws) on March 1, 2022, which became effective on that date.
In connection with the Domestication, Supernova changed its name from Supernova Partners Acquisition Company II, Ltd. to Rigetti Computing,
Inc. As a result of and upon the effective time of the Domestication, among other things, (1) each then issued and outstanding Supernova Class A ordinary share converted automatically, on a one-for-one basis, into a share of common stock; (2) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of Supernova converted automatically, on a one-for-one basis, into a share of common stock; (3) each then issued and outstanding whole warrant of Supernova to purchase one Supernova Class A ordinary shares
converted automatically into a warrant to acquire one share of common stock at an exercise price of $11.50 per share pursuant to the Warrant Agreement, dated March 1, 2021 (the warrant agreement), between Supernova and American
Stock Transfer & Trust Company, as warrant agent; and (4) each then issued and outstanding unit of Supernova (the Supernova Units) was separated and converted automatically into one share of common stock and one-fourth of one warrant to purchase common stock.