The information in this preliminary prospectus is not complete and may be changed.
Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated December 11, 2023
PRELIMINARY PROSPECTUS
UP TO 16,763,305 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS
UP TO 96,941,181 SHARES OF COMMON STOCK
UP TO 4,450,000 WARRANTS TO PURCHASE COMMON STOCK
This prospectus
relates to the issuance by us of up to an aggregate of 16,763,305 shares of our common stock, $0.0001 par value per share (the common stock) consisting of (i) 4,450,000 shares of common stock issuable upon the exercise of 4,450,000
warrants (the private placement warrants) originally issued in a private placement in connection with the initial public offering (the IPO) of Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company
(Supernova), by the holders thereof, (ii) 8,624,972 shares of common stock issuable upon the exercise of 8,624,972 warrants (the public warrants and, together with the private placement warrants, the warrants)
originally issued in the IPO by holders thereof, and (iii) 3,688,333 shares of common stock issuable upon the exercise of warrants assumed by us and converted into warrants to purchase common stock (the Rigetti assumed warrants) in
connection with the Business Combination (as defined herein). We will receive the proceeds from the exercise of any warrants and any Rigetti assumed warrants for cash.
This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their
permitted transferees (the selling securityholders) of up to (i) 96,941,181 shares of common stock consisting of (a) 10,251,000 shares of common stock purchased by subscribers at a price of $10.00 per share and 4,390,244 shares of common
stock purchased by subscribers at a price of $10.25 per share in private placements pursuant to separate subscription agreements, (b) 8,625,000 shares of common stock (the Founder Shares) originally purchased by Supernova Partners II LLC
(Supernova Sponsor) for $25,000, or for approximately $0.004 per share, in a private placement in connection with the IPO, including 3,059,273 Founder Shares subject to vesting and forfeiture (the Sponsor Vesting Shares), (c)
4,450,000 shares of common stock issuable upon exercise of the private placement warrants, (d) 2,446,716 shares of common stock issuable pursuant to the exercise of Rigetti assumed warrants, which Rigetti assumed warrants have a weighted average
exercise price of $0.0957 per share, (e) 6,226,065 shares of common stock issuable upon exercise of outstanding options, which have an exercise price of $0.272 per share, (f) 6,288,369 shares of common stock issuable in connection with the vesting
and settlement of outstanding restricted stock units, which were assumed by and converted into restricted stock awards for common stock in connection with the Business Combination based on an acquiror share value of $10.00 per share and (g)
54,263,787 shares of common stock issued in connection with the Business Combination as merger consideration at an acquiror share value of $10.00 per share, and (ii) up to 4,450,000 private placement warrants, which were originally purchased by
Supernova Sponsor at a price of $2.00 per warrant. We will not receive any proceeds from the sale of shares of common stock or warrants by the selling securityholders pursuant to this prospectus.
In connection with the Extraordinary General Meeting (as defined below) and the Business Combination, holders of 22,915,538 of
Supernovas Class A ordinary shares, or 66.4% of the shares with redemption rights, exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of
$229,155,380. The shares of common stock being offered for resale pursuant to this prospectus by the selling securityholders represent approximately 65.6% of shares outstanding of the Company as of December 6, 2023 (after giving effect to the
issuance of shares upon exercise of outstanding public warrants, private placement warrants, Rigetti assumed warrants and options and settlement of outstanding restricted stock units). Given the substantial number of shares of common stock being
registered for potential resale by selling securityholders pursuant to this prospectus, the sale of shares by the selling securityholders, or the perception in the market that the selling securityholders of a large number of shares intend to sell
shares, could increase the volatility of the market price of our common stock or result in a significant decline in the public trading price of our common stock. Even if our trading price is significantly below $10.00, the offering price for the
units offered in Supernovas IPO, certain of the selling securityholders, including the holders of the Founder Shares, may still have an incentive to sell shares of our common stock because they purchased the shares at prices lower than the
public investors or the current trading price of our common stock. For example, based on the closing price of our common stock of $1.04 as of December 8, 2023, the holders of the Founder Shares (assuming all Sponsor Vesting Shares are fully
vested) would experience a potential profit of up to approximately $1.036 per share, or up to approximately $8.9 million in the aggregate.
The selling securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private
transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of common stock or warrants, except with respect to any amounts received by us upon exercise of any warrants or
Rigetti assumed warrants. The exercise price of our public warrants and private placement warrants is $11.50 per warrant. We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we
would receive, is dependent upon the trading price of our common stock. If the trading price for our common stock is less than $11.50 per share, we believe holders of our public warrants and private placement warrants will be unlikely to exercise
their warrants. The weighted average exercise price of the Rigetti assumed warrants is $0.9727 per share.
The selling securityholders may
offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of
common stock or warrants, except with respect to any amounts received by us upon exercise of any warrants or Rigetti assumed warrants.
We
will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or blue sky laws. The selling securityholders will bear all commissions and
discounts, if any, attributable to their sale of shares of common stock or warrants. See the section titled Plan of Distribution.
Our common stock and public warrants are listed on the Nasdaq Capital Market (Nasdaq) under the symbols RGTI and
RGTIW, respectively. On December 8, 2023, the last reported sales price of our common stock was $1.04 per share and the last reported sales price of our public warrants was $0.17 per warrant.
We are an emerging growth company as defined under U.S. federal securities laws and, as such, have elected to comply with reduced
public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.
Investing in our securities involves a high degree of risks. You should review carefully the risks and uncertainties described in the
section titled Risk Factors beginning on page 9 of this prospectus, and under similar headings in any amendments or supplements to this prospectus and the documents incorporated herein and therein by reference.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is , 2023.