Rigetti SPAC Presentation Deck
Cautionary Notes (continued)
Use of Projections - This Presentation contains projected financial information. Such projected financial information
constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as
necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast
information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive,
and other risks and uncertainties. See "Forward-Looking Statements" above. Actual results may differ materially
from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion
of such information in this Presentation should not be regarded as a representation by any person that the results
reflected in such forecasts will be achieved.
Use of Data - The data contained herein is derived from various internal and external sources. No representation is
made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections
or modeling or any other information contained herein. Any data on past performance or modeling contained herein
is not an indication as to future performance. Supernova and Rigetti assume no obligation to update the information
in this presentation.
Trademarks This presentation contains trademarks, service marks, trade names and copyrights of other
companies, which are property of their respective owners.
Use of Non-GAAP Financial Metrics and Other Key Financial Metrics - This presentation includes certain non-
GAAP financial measures (including on a forward-looking basis) such as EBITDA and EBITDA Margin. Rigetti defines
EBITDA as net income (loss), adjusted for interest expense, depreciation and amortization, stock-based
compensation and income taxes and one-off non-recurring items. EBITDA Margin is EBITDA divided by total revenue.
These non-GAAP measures are an addition, and not a substitute for or superior to measures of financial
performance prepared in accordance with GAAP and should not be considered as an alternative to net income,
operating income or any other performance measures derived in accordance with GAAP.
Reconciliations of non-GAAP measures to their most directly comparable GAAP counterparts are included in the
Appendix to this presentation. Rigetti believes that these non-GAAP measures of financial results (including on a
forward-looking basis) provide useful supplemental information to investors about Rigetti. Rigetti's management
uses forward looking non-GAAP measures to evaluate Rigetti's projected financial and operating performance.
However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP
equivalents. For example, other companies may calculate non-GAAP measures differently, or may use other
measures to calculate their financial performance, and therefore Rigetti's non-GAAP measures may not be directly
comparable to similarly titled measures of other companies.
Morgan Stanley & Co. LLC (Morgan Stanley) and Deutsche Bank Securities, Inc. (Deutsche Bank) are acting as
placement agents in connection with the business combination. In addition, Morgan Stanley is acting as financial
advisor to Supernova and Deutsche Bank is acting as financial advisor to Rigetti. Morgan Stanley, Deutsche Bank,
their respective affiliates and any of their respective employees, directors, officers, contractors, advisors, members,
successors, representatives or agents make no representation or warranty as to the accuracy or completeness of
this presentation, and shall have no liability for any representations (expressed or implied) contained in, or for any
omissions from, this presentation or any other written or oral communications transmitted to the recipient in the
course of its evaluation of Rigetti. The only information that will have any legal effect and upon which an interested
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party may rely upon will be that in such representations and warranties as may be contained in a definitive
agreement between such party and Rigetti relating to a Transaction, if any.
Additional Information and Where to Find It - Supernova intends to file a registration statement on Form S-4 with
the Securities Exchange Commission (the "SEC"), which will include a proxy statement/prospectus, that will be both
the proxy statement to be distributed to holders of Supernova's common 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. After the registration statement is declared effective,
Supernova will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. This
presentation 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, when available,
the preliminary proxy statement/prospectus included in the registration statement and the amendments thereto
and 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. When available, the definitive proxy statement/prospectus and other relevant materials for the
proposed business combination will be mailed to shareholders of Supernova as of a record date to be established
for voting on the proposed business combination. Shareholders will also be able to obtain copies of the preliminary
proxy statement, the definitive proxy statement and other documents filed with the SEC, without charge, once
available, 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 prospectus dated March 3, 2021 relating to its initial public offering, 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. Additional information regarding the interests of such participants will be
contained in the proxy statement/prospectus for the proposed business combination when available.
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 will be included in the proxy statement/prospectus for the proposed business combination when
available.
No Offer or Solicitation - This presentation 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.
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