Rigetti SPAC Presentation Deck
Transaction Summary
Transaction overview
Highly attractive opportunity to invest at the inflection point
Attractive entry multiple relative to public peers and recent transactions
$1,152M post-money enterprise value based on 1.9x 2026E revenue of $594M
Existing Rigetti shareholders and management rolling 100% of equity
Transaction will be funded by $103M PIPE, Supernova Il cash in trust of $345M¹
Net cash proceeds to Rigetti's balance sheet to accelerate product
development and expand operations
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Sources and uses ($M)
Sources
Supernova Il cash in trust¹
Issuance of shares
PIPE shareholders
Total sources
345
1,041
103
$1,488
Uses
Pro forma cash
Rigetti equity holder stock
consideration
Deal expenses
Total uses
398
1,041
50
$1,488
Pro forma valuation ($M, except per share data)
Total shares outstanding
Price per share
Equity value
Less: net cash
Total enterprise value
TEV/Revenue
TEV/EBITDA
Pro forma illustrative ownership breakdown
Rigetti equity holders
67%
Supernova II
4%
7%
PIPE investors
22%
Public equity holders
1 Assumes no Supernova II stockholder has exercised its redemption rights to receive cash from the trust account. This amount will be reduced by the amount of cash used to satisfy any redemptions. 2 Total shares outstanding include 104.1M seller rollover shares, 34.5M Supernova Il public shares, 10.3M shares from
PIPE and 6.1M Supernova II founder shares.
Note Years represent calendar year end. Excludes direct investment in Rigetti by strategic partner. Rigetti cash and debt balances as of August 31, 2021.29% of Sponsor promote subject to vesting; vests in full if, at any time during the 5 year period post-closing, the VWAP of pubco shares is greater than or equal to
$12.50 for any 20 trading days within a 30 consecutive trading day window, also vests upon the consummation of a liquidation, merger, capital stock exchange, reorganization or other similar transaction where the shares can be exchanged for cash or marketable securities with an aggregate value equal to or greater
than $12.50 per share. Excludes the impact of Supernova Il's warrants (public or private). Due to rounding, numbers presented may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures
6
155.0
$10.00
$1,550
($397)
$1,152
2026E
1.9x
3.0x
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