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United States securities and exchange commission logo
January 5, 2022
Michael Clifton
Chief Financial Officer
Supernova Partners Acquisition Co II, Ltd.
4301 50th Street NW
Suite 300 PMB 1044
Washington, D.C. 20016
Re: Supernova Partners
Acquisition Co II, Ltd.
Amendment No. 1 to
Registration Statement on Form S-4
Filed December 20,
2021
File No. 333-260692
Dear Mr. Clifton:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
November 30, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Risks Related to Rigetti's Financial Condition and Status as an Early
Stage Company, page 59
1. Supplement your risk
factor disclosure by acknowledging that Rigetti has in the past failed
to meet its publicly
announced timetables for technological advancement. For example,
disclose that in 2018,
Rigetti publicly announced plans to produce a quantum computer
with 128 qubits within
one year of such statement.
2. Your disclosure here
that the highest number of qubits Rigetti has deployed in a quantum
computer is 40 qubits
appears to conflict with other references in the prospectus and with
public statements from
Rigetti's management. For example, the disclosure on page 156
Michael Clifton
Supernova Partners Acquisition Co II, Ltd.
January 5, 2022
Page 2
and assertions in recent filings made under Rule 425 suggest that Rigetti
currently has an
80 qubit system. Please reconcile these statements in your next filing.
Critical Accounting Policies and Estimates, page 274
3. We note your response to prior comment 35 that the majority of your
development
contracts are fixed fee arrangements. As such, please provide disclosure
that addresses the
potential negative impact to your profitability if you do not complete
these fixed fee
arrangements within budget and on time. In addition, please consider
whether this
possibility should be addressed in a risk factor disclosure.
Restatement to Previously Reported Financial Statement, page F-8
4. We note that the company filed an Item 8.01 Form 8-K on March 10, 2021
that included
an audited balance sheet dated March 4, 2021. We further note that the
company has
restated such balance sheet here on an unaudited basis. Please explain
why
the restated balance sheet was not subject to an audit.
General
5. Revise throughout to reflect the $45 million additional PIPE commitment.
Discuss how
the parties negotiated these additional commitments at a premium to the
previously
announced PIPE.
You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Joshua Shainess, Legal Branch Chief, at (202)
551-7951 with any
other questions.
Sincerely,
FirstName LastNameMichael Clifton
Division of Corporation
Finance
Comapany NameSupernova Partners Acquisition Co II, Ltd.
Office of Technology
January 5, 2022 Page 2
cc: Om K. Pandya
FirstName LastName