Unless otherwise stated in this Annual Report on Form 10-K (the “Report”), references to:
|
|
• |
“we,” “us,” “company,” “our company” or “Supernova” are to Supernova Partners Acquisition Company II, Ltd.; |
|
|
• |
“Board” are to our board of directors; |
|
|
• |
“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares, collectively; |
|
|
• |
“equity-linked securities” are to any securities of our company that are convertible into, or exchangeable or exercisable for, ordinary shares of our company; |
|
|
• |
“Founder Shares” are to shares of our Class B ordinary shares initially purchased by our Sponsor in a private placement prior to our initial public offering, and the shares of our Class A ordinary shares issued upon the conversion thereof as provided herein; |
|
|
• |
“initial shareholders” are to our Sponsor and any other holders of our founder shares prior to our initial public offering; |
|
|
• |
“management” or our “management team” are to our officers and directors; |
|
|
|
|
• |
“private placement warrants” are to the warrants issued to our Sponsor in a private placement simultaneously with the closing of our initial public offering; |
|
|
• |
“public shares” are to shares of our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in the open market); |
|
|
• |
“public shareholders” are to the holders of our public shares, including our initial shareholders and members of our management team, Board to the extent any of them purchases public shares, provided that each such initial shareholder’s and individual’s status as a “public shareholder” shall only exist with respect to such public shares; |
|
|
• |
“public warrants” are to our warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and to any private placement warrants or warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or officers or directors (or permitted transferees) following the consummation of our initial business combination; |
|
|
• |
“specified future issuance” are to an issuance of a class of equity or equity-linked securities to specified purchasers that we may determine to make in connection with financing our initial business combination; |
|
|
• |
“Sponsor” are to Supernova Partners II LLC, a Cayman Islands exempted company, in which certain of our officers and directors are beneficial owners; and |
|
|
• |
“Units” are to the units sold in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and the units sold upon the underwriter’s exercise of their over‑allotment option. |
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Form 10-K may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward looking. Forward-looking statements may include, for example, statements about:
|
|
• |
our ability to complete our initial business combination, including our recently announced business combination with Rigetti Holdings, Inc., a Delaware corporation (“Rigetti”); |
|
|
• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
|
|
• |
our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic; |
|
|
• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
|
|
• |
our potential ability to obtain additional financing to complete our initial business combination; |
|
|
• |
our pool of prospective target businesses; |
|
|
• |
the ability of our officers and directors to generate a number of potential investment opportunities; |
|
|
• |
our public securities’ potential liquidity and trading; |
|
|
• |
the lack of a market for our securities; |
|
|
• |
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |