Supernova Partners Acquisition Company II’s Merger with Rigetti

Latham & Watkins represented Supernova Partners Acquisition Company II, Ltd. in the transaction.

Rigetti & Co., Inc., a pioneer in full-stack quantum computing, has entered into a definitive merger agreement with Supernova Partners Acquisition Company II, Ltd. (NYSE:SNII), a publicly traded special purpose acquisition company. When the transaction closes, the publicly traded company will be named Rigetti Computing, Inc. and its common stock is expected to be listed on the NYSE under the ticker “RGTI.”

The combined company is expected to receive approximately $458 million in gross cash proceeds, which includes a fully committed PIPE in excess of $100 million, direct investment, and $345 million of cash held in the trust account of Supernova II, assuming no redemptions.

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. 

Supernova II 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.

Latham & Watkins represented Supernova Partners Acquisition Company II, Ltd. in the transaction with a corporate deal team led by Washington, D.C. partners Patrick Shannon (Picture) and Nicholas Luongo and Houston partner Ryan Maierson, with Houston associates Om Pandya, Paul Robe, and Carlyle Reid and Washington, D.C. associates Brad Guest and Adam Hurwitz. Advice was also provided on tax matters by Los Angeles partner Pardis Zomorodi, with Century City associate Abigail Friedman; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum; on intellectual property matters by Washington, D.C. partner Jeremy Wolsk, with Washington, D.C. associates Ryan Clore and Morgan Brubaker; on antitrust matters by Bay Area partner Joshua Holian; on sanctions matters by Washington, D.C. partner Eric Volkman, with Washington, D.C. associate Julie Choi Shin; on government contracts matters by Washington, D.C. counsel Dean Baxtresser, with Washington, D.C. associate Josh Craddock.

Involved fees earner: Dean Baxtresser – Latham & Watkins; Morgan Brubaker – Latham & Watkins; Julie Choi Shin – Latham & Watkins; Ryan Clore – Latham & Watkins; Josh Craddock – Latham & Watkins; Abigail Friedman – Latham & Watkins; Brad Guest – Latham & Watkins; Joshua Holian – Latham & Watkins; Adam Hurwitz – Latham & Watkins; Adam Kestenbaum – Latham & Watkins; Nicholas Luongo – Latham & Watkins; Ryan Maierson – Latham & Watkins; Om Pandya – Latham & Watkins; Carlyle Reid – Latham & Watkins; Paul Robe – Latham & Watkins; Patrick Shannon – Latham & Watkins; Eric Volkman – Latham & Watkins; Jeremiah Wolsk – Latham & Watkins; Pardis Zomorodi – Latham & Watkins;

Law Firms: Latham & Watkins;

Clients: Supernova Partners Acquisition Company II;