v3.23.2
BUSINESS COMBINATION (Tables)
6 Months Ended
Jun. 30, 2023
BUSINESS COMBINATION  
Summary of net proceeds from business combination and PIPE financing

In accounting for the Business Combination and after redemptions, net proceeds received by the Company totaled $225.6 million. The table below shows the net proceeds from business combination and PIPE financing:

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(in thousands)

Cash - SNII trust and cash (net of redemption)

​

$

77,769

Cash - PIPE

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147,510

Cash - SNII operating account

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325

Net proceeds from Business Combination and PIPE

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$

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:

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​

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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 “Promote Sponsor Vesting Shares” and (ii) 580,273 shares of “Sponsor Redemption-Based Vesting Shares”.

**

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 Rigetti 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.