WASHINGTON, Feb. 24, 2022 /PRNewswire/ -- Supernova
Partners Acquisition Company II, Ltd. ("Supernova") (NYSE: SNII), a
special purpose acquisition company, reminds its shareholders to
vote in favor of the previously announced business combination (the
"Business Combination") between Supernova and Rigetti Holdings,
Inc. ("Rigetti Computing").
The Extraordinary General Meeting will be held virtually via
live webcast on February 28, 2022, at
10:00 a.m. Eastern Time, and can be accessed by visiting
https://web.lumiagm.com/242489800. The proxy statement is available
at www.sec.gov. Shareholders of record as of the close of business
on January 18, 2022 (the "Record
Date") will be entitled to vote their shares at the Extraordinary
General Meeting. Supernova shareholders as of the close of business
on January 18, 2022 should vote their
shares, no matter how many shares they own, even if they
subsequently sold their shares and do not own such shares as of the
date they cast their vote.
The Supernova Board of Directors has unanimously recommended
that shareholders vote "FOR" the Business Combination with Rigetti
Computing as well as the other proposals set forth in the proxy
statement.
Supernova has engaged Morrow Sodali LLC ("Morrow Sodali") as its
proxy solicitor in connection with the Extraordinary General
Meeting. Shareholders who need additional copies of proxy
materials, to obtain proxy cards or have questions regarding the
proposals to be presented at the Extraordinary General Meeting may
contact Morrow Sodali, toll-free at (800) 662-5200 (individuals) or
(203) 658-9400 (banks and brokers) or send an email to
Supernova.info@investor.morrowsodali.com. To obtain timely delivery
of documents, shareholders must request them no later than
February 24, 2022. Morrow urges
shareholders who have not yet done so to send in their proxy card
and vote their shares.
The proposed Business Combination is expected to be consummated
after receipt of the required approvals by the shareholders of
Supernova and the satisfaction or waiver of certain other
conditions. Upon closing, the combined company expects to be listed
on Nasdaq with its common stock and warrants trading under the new
ticker symbols, "RGTI" and "RGTI WS", respectively.
About Supernova
Supernova is led by Michael
Clifton, who was most recently a technology investor at The
Carlyle Group; Robert Reid, a
long-time senior partner at Blackstone; Spencer Rascoff, a serial entrepreneur who
co-founded Hotwire, Zillow, dot.LA and Pacaso and who led
Zillow as CEO for nearly a decade; and Alexander Klabin, founder and CEO of Ancient and
former managing partner, co-CIO and co-founder of Senator
Investment Group.
About Rigetti
Rigetti Computing is a pioneer in full-stack quantum computing.
The company has operated quantum computers over the cloud since
2017 and serves global enterprise, government, and research clients
through its Rigetti Quantum Cloud Services platform. The company's
proprietary quantum-classical infrastructure provides ultra-low
latency integration with public and private clouds for
high-performance practical quantum computing. Rigetti has developed
the industry's first multi-chip quantum processor for scalable
quantum computing systems. The company designs and manufactures its
chips in-house at Fab-1, the industry's first dedicated and
integrated quantum device manufacturing facility. Rigetti was
founded in 2013 by Chad Rigetti and
today employs more than 140 people with offices in the United States, U.K., and Australia. Learn more
at www.rigetti.com.
Additional Information and Where to Find It
In connection with the previously announced proposed business
combination between Rigetti and Supernova Partners Acquisition
Company II Ltd ("Supernova") (NYSE:SNII), Supernova has filed a
registration statement on Form S-4 (as amended, the "Form S-4")
with the SEC, which includes a proxy statement/prospectus, that is
both the proxy statement to be distributed to holders of
Supernova's ordinary shares in connection with its solicitation of
proxies for the vote by Supernova's shareholders with respect to
the proposed business combination and other matters as may be
described in the registration statement, as well as the prospectus
relating to the offer and sale of the securities to be issued in
the business combination. Supernova has mailed a definitive proxy
statement/prospectus and other relevant documents to its
shareholders. This communication does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination. Supernova's shareholders and other interested
persons are advised to read the definitive proxy
statement/prospectus and other documents filed in connection with
the proposed business combination, as these materials will contain
important information about Rigetti, Supernova and the business
combination. The Registration Statement was declared effective by
the SEC on February 9, 2022 and the
definitive proxy statement/prospectus and other relevant documents
were mailed to shareholders of Supernova as of the record date
established for voting on the proposed Business Combination and the
other proposals regarding the Business Combination. Shareholders
are able to obtain copies of the definitive proxy statement and
other documents filed with the SEC, without charge, at the SEC's
website at www.sec.gov, or by directing a request to
Supernova's secretary at 4301 50th Street NW, Suite 300 PMB 1044,
Washington, D.C. 20016, (202)
918-7050.
Participants in the Solicitation
Supernova and its directors and executive officers may be deemed
participants in the solicitation of proxies from Supernova's
shareholders with respect to the proposed business combination. A
list of the names of those directors and executive officers and a
description of their interests in Supernova is contained in
Supernova's definitive proxy statement/prospectus, which was filed
with the SEC and is available free of charge at the SEC's website
at www.sec.gov. To the extent such holdings of Supernova's
securities may have changed since that time, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC.
Rigetti and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of Supernova in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination is included in the proxy statement/prospectus
for the proposed business combination.
No Offer or Solicitation
This communication does not constitute (i) a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination or (ii) an offer to
sell, a solicitation of an offer to buy, or a recommendation to
purchase any security of Supernova, Rigetti, or any of their
respective affiliates.
Forward-Looking Statements
Certain statements in this communication may be considered
forward-looking statements. Forward-looking statements generally
relate to future events and can be identified by terminology such
as "pro forma", "may", "should", "could", "might", "plan",
"possible", "project", "strive", "budget", "forecast", "expect",
"intend", "will", "estimate", "anticipate", "believe", "predict",
"potential", "goal" or "continue", or the negatives of these terms
or variations of them or similar terminology. These forward-looking
statements include, but are not limited to, statements relating to
the Business Combination. Such forward-looking statements are
subject to risks, uncertainties, and other factors which could
cause actual results to differ materially from those expressed or
implied by such forward-looking statements. These forward-looking
statements are based upon estimates and assumptions that, while
considered reasonable by Supernova and its management, and Rigetti
and its management, as the case may be, are inherently uncertain.
Factors that may cause actual results to differ materially from
current expectations include, but are not limited to: the outcome
of any legal proceedings that may be instituted against Supernova,
Rigetti, the combined company or others following the announcement
of the business combination and any definitive agreements with
respect thereto; the inability to complete the proposed business
combination due to the failure to obtain approval of the
shareholders of Supernova or to satisfy other conditions to
closing; changes to the proposed structure of the business
combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the business combination; the ability to
meet stock exchange listing standards following the consummation of
the business combination; the risk that the proposed business
combination disrupts current plans and operations of Rigetti as a
result of the announcement and consummation of the proposed
business combination; the ability to recognize the anticipated
benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; costs related to the business
combination; changes in applicable laws or regulations; the
possibility that Rigetti or the combined company may be adversely
affected by other economic, business, or competitive factors;
Rigetti's estimates of expenses and profitability; the evolution of
the markets in which Rigetti competes; the ability of Rigetti to
execute on its technology roadmap; the ability of Rigetti to
implement its strategic initiatives, expansion plans and continue
to innovate its existing services; the impact of the COVID-19
pandemic on Rigetti's business; and other risks and uncertainties
set forth in the sections entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in the registration
statement on Form S-4 and definitive proxy statement/prospectus
discussed above and other documents filed by Supernova from time to
time with the SEC.
Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Supernova
nor Rigetti undertakes any duty to update these forward-looking
statements other than as required by law.
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SOURCE Supernova Partners Acquisition Company II, Ltd.