General form of registration statement for all companies including face-amount certificate companies

Business Combination (Tables)

v3.22.1
Business Combination (Tables) - Rigetti Computing, Inc [Member]
3 Months Ended
Mar. 31, 2022
Summary of net proceeds from business combination and PIPE financing The table below shows the net proceeds from business combination and PIPE financing:
    
Amount (in thousands)
 
Cash - SNII trust and cash (net of redemption)
   $ 115,879  
Cash - PIPE
     147,510  
Cash - SNII operating account
     325  
Less: SNII transaction cost
     (38,110
    
 
 
 
Net Proceeds from Business Combination and PIPE
  
$
225,604
 
    
 
 
 
Summary of consummation of the business combination
The number of shares of common stock issued immediately following the consummation of the Business Combination was as follows:
 
Common Stock - SNII Class A, outstanding prior to Business Combination
     34,500,000  
Less: redemption of SNII Class A ordinary shares
     (22,915,538
Common Stock - SNII Class A ordinary shares
     11,584,462  
Common Stock - SNII Class B ordinary shares*
     8,625,000  
Shares issued in PIPE
     14,641,244  
Business Combination and PIPE shares
     34,850,706  
Common stock - Legacy Rigetti**
     18,221,069  
Common stock - exercise of Legacy Rigetti stock options immediately prior to the closing**
     1,123,539  
Common stock - exercise of Legacy Rigetti warrants immediately prior to the closing**
     2,234,408  
Common stock - upon conversion of Legacy Rigetti Series C preferred stock**
     54,478,261  
Common stock - upon conversion of Legacy Rigetti Series
C-1
preferred stock**
     2,902,302  
    
 
 
 
Total shares of common stock immediately after Business Combination
     113,810,285  
    
 
 
 
*
Includes (i) 2,479,000 shares of Common Stock held by the Sponsor (the “Promote Sponsor Vesting Shares”) and (ii) 580,273 shares of Common Stock held by the Sponsor (“Sponsor Redemption-Based Vesting Shares”).
**
(i)all outstanding shares of Legacy Rigetti Common Stock as of immediately prior to the Closing (including Legacy Rigetti Common Stock resulting from the Legacy Rigetti Preferred Stock Conversion), were exchanged at an exchange ratio of 0.7870 (the “Exchange Ratio”). (ii) the conversion ratio to Legacy Riegtti Common Stock for the Legacy Series C Preferred Stock was
one-for-one
and for Legacy Series
C-1
Preferred Stock was
eight-for-one.