Item 1.01 Entry into a Material Definitive Agreement.
Second Amendment to Agreement and Plan of Merger
On
The foregoing description of the Second Amendment to Agreement and Plan of Merger and the transactions contemplated thereunder is not complete and are qualified in its entirety by reference to the agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference
Item 7.01 Regulation FD Disclosure.
Rigetti plans to present the investor presentation attached hereto as Exhibit
99.1 at the 24th Annual
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Supernova under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit
No. Description
2.1 Second Amendment to Agreement and Plan of Merger, dated as of
January 10, 2022 , by and among Supernova Partners Acquisition Company
II, Ltd , Supernova Merger Sub, Inc. , Supernova Romeo Merger Sub, LLC
and Rigetti Holdings, Inc.
99.1 Investor Presentation dated January 10, 2022 .
104 Cover page Interactive data file (embedded within the inline XBRL
document).
Additional Information and Where to Find It
Supernova has filed with the
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Combination. The definitive proxy statement/prospectus will be mailed to
shareholders of Supernova as of a record date to be established for voting on
the proposed Business Combination. Shareholders are also be able to obtain
copies of the Form S-4 and the proxy statement/prospectus, without charge at the
Participants in the Solicitation
Supernova, Rigetti and certain of their respective directors and officers may be
deemed participants in the solicitation of proxies of Supernova's shareholders
with respect to the approval of the proposed Business Combination. Supernova and
Rigetti urge investors, shareholders and other interested persons to read the
Form S-4, including the preliminary proxy statement/prospectus and amendments
thereto and the definitive proxy statement/prospectus, as well as other
documents filed with the
Forward-Looking Statements
Certain statements in this report and the exhibits to this report 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" or "continue", or the negatives
of these terms or variations of them or similar terminology. 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 the closing of the Business Combination; 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 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 section entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in the registration on Form S-4 and proxy
statement/prospectus discussed above and other documents filed with Supernova
from time to time with the
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Nothing in this report or the exhibits to this report 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.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination and shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
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