S-4/A 1 d366416ds4a.htm S-4/A S-4/A
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As filed with the U.S. Securities and Exchange Commission on July 12, 2022

Registration No. 333-263573

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 5

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

D-Wave Quantum Inc.

(Exact Name of Registrant as Specified in its Certificate of Incorporation)

 

 

 

Delaware   7374   88-1068854
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (IRS Employer
Identification Number)

3033 Beta Avenue

Burnaby, British Columbia V5G 4M9

Canada

Tel: (604) 630-1428

(Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices)

 

 

Corporation Service Company

251 Little Falls Drive

Wilmington, New Castle County, Delaware

19808

Tel: (650) 560-4753 (Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

 

 

Copies to:

 

Alan Baratz

D-Wave Systems Inc.

3033 Beta Avenue

Burnaby, British Columbia V5G 4M9

Canada

Tel: (604) 630-1428

 

Adam M. Givertz

Ian M. Hazlett

Christian G. Kurtz

Paul, Weiss, Rifkind, Wharton

& Garrison LLP

1285 Avenue of the Americas

New York, New York

10019-6064

Tel: (212) 373-3000

 

Steven McKoen

Blake, Cassels & Graydon LLP

Suite 2600, 595 Burrard Street

Vancouver, British Columbia

V7X 1L3, Canada

Tel: (604) 631-3300

 

Alan I. Annex

Laurie L. Green

Thomas R. Martin

Greenberg Traurig, P.A.

333 SE 2nd Avenue

New York, New York 10174

Tel: (305) 579-0500

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

Non-accelerated filer

 

  

Smaller reporting company

 

     Emerging Growth Company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2(B) of the Securities Act.    ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    ☐

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS - SUBJECT TO COMPLETION,

DATED JULY 12, 2022

DPCM Capital, Inc. 382 NE 191 Street, #24148

Miami, FL 33179

Dear DPCM Capital, Inc. Stockholder:

We cordially invite you to attend a special meeting (“Special Meeting”) of the stockholders of DPCM Capital, Inc., a Delaware corporation (“we,” “our”, or “DPCM” and, following the closing of the Transaction (as defined below), “D-Wave Quantum”), which, in light of public health concerns regarding the coronavirus (COVID-19) pandemic, will be held via live webcast on             , 2022, at     Eastern time. The Special Meeting can be accessed by visiting             , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact Continental Stock Transfer and Trust Company, the transfer agent.

On February 7, 2022, DPCM, D-Wave Quantum Inc., a Delaware corporation and a direct, wholly-owned subsidiary of DPCM (“D-Wave Quantum”), DWSI Holdings Inc., a Delaware corporation and a direct, wholly-owned subsidiary of D-Wave Quantum (“Merger Sub”), DWSI Canada Holdings ULC, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of D-Wave Quantum (“CallCo”), D-Wave Quantum Technologies Inc., a British Columbia corporation and a direct, wholly-owned subsidiary of CallCo (“ExchangeCo”), and D-Wave Systems Inc., a British Columbia company (“D-Wave”) entered into a Transaction Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Transaction Agreement”) relating to a business combination between DPCM and D-Wave (the “Transaction”). If the Transaction is completed (i) Merger Sub will be merged with and into DPCM (the “DPCM Merger”), with DPCM surviving such merger as a direct, wholly-owned subsidiary of D-Wave Quantum, with the stockholders of DPCM receiving an aggregate of 41,303,337 D-Wave Quantum Common Shares in the DPCM Merger, which shares are being registered under the registration statement of which the accompanying proxy statement/prospectus forms a part; and (ii) immediately following the DPCM Merger, pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”), through a series of transactions described in the accompanying proxy statement/prospectus, D-Wave will become a subsidiary of D-Wave Quantum, with the stockholders of D-Wave receiving, at their election, either D-Wave Quantum Common Shares or exchangeable shares in the capital of ExchangeCo (the “Exchangeable Shares”). The Exchangeable Shares are exchangeable for D-Wave Quantum Common Shares on a one-for-one basis.

Upon the closing of the Transaction (the “Closing”), the following will occur:

 

   

Shares of DPCM Class A Common Stock will be converted into the right to receive an aggregate of 35,000,000 D-Wave Quantum Common Shares, assuming no redemptions. Unlike most other business combinations with other special purpose acquisition companies, holders of DPCM Class A Common Stock (“Public Stockholders”) that do not elect to redeem their shares in connection with the Transaction will share in a bonus pool of 5,000,000 D-Wave Quantum Common Shares. As a result, non-redeeming Public Stockholders will receive between 1.1666667 D-Wave Quantum Common Shares (assuming no redemptions by the Public Stockholders (the “No Redemption Scenario”)) and 1.4541326 D-Wave Quantum Common Shares if redemptions are equal to or greater than approximately 63.3%, for each share of DPCM Class A Common Stock.

 

   

All outstanding warrants of DPCM will be converted into the right to receive warrants of D-Wave Quantum (“D-Wave Quantum Warrants”). Each such D-Wave Quantum Warrant will be exercisable for a number of D-Wave Quantum Common Shares equal to an amount equal to the lower of: (A) 1.4541326; and (B) (1) (x) the Post-Redemption DPCM Share Number (as defined below), plus (y) 5,000,000 divided by (2) the Post-Redemption DPCM Share Number (the lower of (A) and (B), the “Exchange Ratio”), at any time commencing 30 days after the completion of the Transaction. The number of D-Wave Quantum Common Shares converted and exchanged as a product of the Exchange Ratio will be rounded down to the nearest whole number of D-Wave Quantum Common Shares.


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The shares of DPCM Class B Common Stock (the “Founder Shares”), which are held by our sponsor, CDPM Sponsor Group, LLC, (the “Sponsor”) and DPCM’s current executive officers and current independent directors, as well as DPCM’s officers, other current directors and other special advisors (together with the Sponsor, the “Initial Stockholders”), will be converted into the right to receive D-Wave Quantum Common Shares on a one-for-one basis, subject to certain forfeitures contemplated by the Transaction Agreement, described below.

 

   

Immediately following the DPCM Merger, the Arrangement will be effected. The aggregate consideration to be paid to D-Wave Shareholders in connection with the Transaction is expected to be approximately 98 million D-Wave Quantum Common Shares and Exchangeable Shares, (assuming the No Redemption Scenario and excluding D-Wave Options and D-Wave Warrants), which shares are, in the aggregate, equal to a value of approximately $1.2 billion, less certain adjustments as described in the accompanying proxy statement/prospectus.

 

   

D-Wave and DPCM will each be subsidiaries of D-Wave Quantum, which will be a publicly-traded company. D-Wave will be the operating company of D-Wave Quantum.

 

   

If the Transaction is completed:

 

   

assuming the No Redemption Scenario and other assumptions described in the accompanying proxy statement/prospectus, D-Wave Shareholders will hold approximately 70.5%, DPCM Public Stockholders will hold approximately 24.2%, and the Sponsor and other Initial Stockholders will hold approximately 2.1% of the D-Wave Quantum Common Shares; and

 

   

assuming 100% of redemptions by Public Stockholders and DPCM has at least $5,000,001 in net tangible assets immediately after the Effective Time (the “Maximum Redemption Scenario”), that all Exchangeable Shares have been exchanged for D-Wave Quantum Common Shares and other assumptions described in the accompanying proxy statement/prospectus, D-Wave Shareholders will hold approximately 92.0%, DPCM Public Stockholders will hold nil, and the Sponsor and other Initial Stockholders will hold approximately 2.7% of the D-Wave Quantum Common Shares.

Concurrently with the execution of the Transaction Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase a number of D-Wave Quantum Common Shares (the “PIPE Shares”) equal to (x) the aggregate purchase price for all D-Wave Quantum Common Shares subscribed for by each PIPE Investor, divided by $10.00 and multiplied by the Exchange Ratio, for an aggregate purchase price of $40.0 million (the “PIPE Financing”). The purchase of the PIPE Shares is conditioned upon, among other things, and will be consummated concurrently with, the closing of the Transaction.

On May 13, 2022, each of Morgan Stanley & Co. LLC (“Morgan Stanley”) and Citigroup Global Markets Inc. (“Citi”) resigned from its role as financial advisor to D-Wave and capital markets advisor to DPCM, respectively, and from its role as co-placement agent for a portion of the PIPE Financing. On May 20, 2022, UBS Securities LLC (“UBS”) resigned from its role as capital markets advisor to DPCM. Each of Morgan Stanley, Citi and UBS claim no remaining role in the Transaction, declined to review the disclosure regarding its resignation and have disclaimed any responsibility for any portion of the accompanying proxy statement/prospectus or the registration statement of which such proxy statement/prospectus forms a part, despite having previously rendered services in connection with the Transaction (as described below). Each of Morgan Stanley, Citi and UBS’ resignation indicates that it does not want to be associated with the disclosure or the underlying business analysis related to the Transaction. As a result of such resignations, you should not place any reliance on the participation of Morgan Stanley, Citi or UBS prior to such resignations in the transactions contemplated by the accompanying proxy statement/prospectus.

You are being asked to vote on the Transaction.

As described in the accompanying proxy statement/prospectus, our stockholders are being asked to consider and vote upon the Transaction Agreement and the other proposals set forth therein. Each of the proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of DPCM Class A Common Stock at 5:00 p.m. (New York City time) on             , 2022 are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements thereof.


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The shares of DPCM Class A Common Stock and the units and warrants issued to the Public Stockholders (the “Public Units” and “Public Warrants,” respectively) are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “XPOA,” “XPOA.U” and “XPOA.WS,” respectively. D-Wave Quantum has applied to list the D-Wave Quantum Common Shares and D-Wave Quantum Warrants on the NYSE under the proposed symbols “QBTS” and “QBTS.WS,” respectively, upon the consummation of the Transaction.

Pursuant to our amended and restated certificate of incorporation (the “DPCM Charter”), we are providing the Public Stockholders with the opportunity to redeem, upon the consummation of the Transaction, DPCM Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the consummation of the Transaction) in the Trust Account that holds the proceeds of the DPCM IPO (including interest not previously released to DPCM to pay its taxes) (“Trust Account”). For illustrative purposes, based on the $300,229,704 balance of the Trust Account as of March 31, 2022, the estimated redemption price would have been approximately $10.00 per share. If the Transaction is not completed, these shares will not be redeemed. Public Stockholders may elect to redeem their shares even if they vote for the Transaction. Each redemption of DPCM Class A Common Stock by our Public Stockholders will reduce the amount in the Trust Account. In no event will we redeem DPCM Class A Common Stock in an amount that would result in DPCM’s failure to have net tangible assets equaling or exceeding $5,000,001. Holders of our outstanding Public Warrants do not have redemption rights in connection with the Transaction. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of our Public Stockholders exercise their redemption rights with respect to their shares of DPCM Class A Common Stock. The Initial Stockholders, as well as our officers and other current directors, have agreed to waive (pursuant to the IPO Letter Agreement (as defined below) and for no further consideration) their redemption rights with respect to their shares of common stock in connection with the consummation of the Transaction, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Currently, our Initial Stockholders own approximately 20% of our issued and outstanding shares of common stock, including all of the Founder Shares. Our Initial Stockholders have agreed to vote any shares of common stock owned by them in favor of the Transaction. Pursuant to the terms of an Amended and Restated Sponsor Support Agreement, immediately prior to the Closing, the Sponsor has agreed to forfeit 4,484,425 Founder Shares (the “Forfeited Shares”).

We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting (including following any adjournments or postponements of the Special Meeting). Information about the Special Meeting, the Transaction and other related business to be considered by our stockholders at the Special Meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the Special Meeting via the virtual meeting platform, we urge all our stockholders to read this proxy statement/prospectus, including the Annexes and the accompanying financial statements of DPCM and D-Wave, carefully and in their entirety. In particular, we urge you to read carefully the section titled “Risk Factors” beginning on page 51 of this proxy statement/prospectus.

After careful consideration, our board of directors (the “DPCM Board”) has unanimously approved the Transaction Agreement and the transactions contemplated therein, and unanimously recommends that our stockholders vote “FOR” the approval of the Transaction Agreement and approval of the transactions contemplated thereby, including the Transaction, and “FOR” all other proposals presented to our stockholders in the accompanying proxy statement/prospectus. When you consider our Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transaction that may conflict with your interests as a stockholder. Please see the section titled “The Transaction—Interests of Certain Persons in the Transaction” for additional information.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. Unless waived by the parties to the


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Transaction Agreement, the consummation of the Transaction is conditioned upon the approval of the Transaction Proposal, the Equity Incentive Plan Proposal, and the Employee Stock Purchase Plan Proposal (the “Required Proposals”). If we fail to obtain the requisite stockholder approval for any of the Required Proposals, we will not satisfy the conditions to closing of the Transaction Agreement and we may be prevented from closing the Transaction.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person via the virtual meeting platform, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person via the virtual meeting platform, you may withdraw your proxy and vote in person via the virtual meeting platform.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT WE REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE TRANSACTION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our Board, I would like to thank you for your support of DPCM Capital, Inc. and look forward to a successful completion of the Transaction.

 

Sincerely,

 

Emil Michael

Chairman of the Board and Chief Executive Officer

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated         , 2022, and is expected to be first mailed or otherwise delivered to DPCM Stockholders on or about         , 2022.


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ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by DPCM, D-Wave or D-Wave Quantum. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of DPCM, D-Wave or D-Wave Quantum since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.


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NOTICE OF SPECIAL MEETING OF DPCM CAPITAL, INC. TO BE HELD         , 2022

To the Stockholders of DPCM Capital, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “Special Meeting”) of DPCM Capital, Inc., a Delaware corporation (which is referred to as “we,” “us,” “our” or “DPCM” and, following the consummation of the Transaction, the “D-Wave Quantum”) will be held via live webcast on         , 2022, at Eastern time. The Special Meeting can be accessed by visiting             , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact Continental Stock Transfer and Trust Company, the transfer agent. You are cordially invited to attend the Special Meeting to conduct the following items of business:

 

  1.

Transaction Proposal—To consider and vote upon a proposal to approve the Transaction Agreement, dated as of February 7, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among DPCM, D-Wave Quantum Inc., a Delaware corporation and a direct, wholly-owned subsidiary of DPCM (“D-Wave Quantum”), DWSI Holdings Inc., a Delaware corporation and a direct, wholly-owned subsidiary of D-Wave Quantum (“Merger Sub”), DWSI Canada Holdings ULC, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of D-Wave Quantum (“CallCo”), D-Wave Quantum Technologies Inc., a British Columbia corporation and a direct, wholly-owned subsidiary of CallCo (“ExchangeCo”), and D-Wave Systems Inc., a British Columbia company (“D-Wave”), a copy of which is attached to this proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby, including, among other things, the merger of Merger Sub with and into DPCM, with DPCM (the “DPCM Merger”) with the stockholders of DPCM receiving D-Wave Quantum Common Shares in the DPCM Merger. As a result of the Transaction, DPCM and D-Wave will be subsidiaries of D-Wave Quantum (Proposal No. 1, referred to as the “Transaction Proposal”);

 

  2.

Equity Incentive Plan Proposal—To consider and vote upon a proposal to approve the 2022 Equity Incentive Plan, including the authorization of the initial share reserve under such plan (Proposal No. 2, referred to as the “Equity Incentive Plan Proposal”);

 

  3.

Employee Stock Purchase Plan Proposal—To consider and vote upon a proposal to approve the Employee Stock Purchase Plan, including the authorization of the initial share reserve under such plan (Proposal No. 3, referred to as the “Employee Stock Purchase Plan Proposal”);

 

  4.

Adjournment Proposal—To consider and vote upon a proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Transaction Proposal, the Equity Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal (Proposal No. 4, referred to as the “Adjournment Proposal”).

Consummation of the Transaction is conditioned on the approval of each of the Transaction Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal (the “Required Proposals”). The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Transaction Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote. It is important for you to note that in the event that the Transaction Proposal does not receive the requisite vote for approval, then the Transaction may not be consummated. If DPCM does not consummate the Transaction and fails to complete an initial business combination by October 23, 2022, DPCM will be required to dissolve and liquidate the Trust Account that holds the proceeds of the DPCM initial public offering (including interest not previously released to DPCM to pay its taxes) by returning the then remaining funds in such account to the Public Stockholders. The proxy statement/prospectus accompanying this notice explains the Transaction Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Special Meeting. Please review the accompanying proxy statement/prospectus carefully.

Our Initial Stockholders have agreed to vote any shares of DPCM Common Stock owned by them in favor of the Transaction. The record date for the Special Meeting is             , 2022. Only stockholders of record at the


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close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF DPCM COMMON STOCK YOU OWN. Whether or not you plan to attend the Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

After careful consideration, our of directors has unanimously approved the Transaction Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Transaction Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, and “FOR” the Adjournment Proposal (if necessary).

If you have any questions or need assistance voting your shares, please call our proxy solicitor Morrow Sodali LLC by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing XPOA.info@investor.morrowsodali.com.

If you plan to attend the Special Meeting and are a beneficial investor who owns their investments through a bank or broker, you will need to contact Continental Stock Transfer & Trust Company to receive a control number. Please read carefully the sections in the proxy statement/prospectus regarding attending and voting at the Special Meeting to ensure that you comply with these requirements.

 

By Order of the Board of Directors

Emil Michael

Chairman of the Board of Directors

 

Miami, Florida

            , 2022


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TABLE OF CONTENTS

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

     iii  

FREQUENTLY USED TERMS

     iii  

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

     ix  

QUESTIONS AND ANSWERS

     1  

SUMMARY

     22  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     47  

INDUSTRY AND MARKET DATA

     49  

RISK FACTORS

     51  

SPECIAL MEETING OF THE STOCKHOLDERS OF DPCM

     115  

THE TRANSACTION

     121  

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

     126  

THE TRANSACTION AGREEMENT AND RELATED AGREEMENTS

     136  

DESCRIPTION OF EXCHANGEABLE SHARES AND RELATED AGREEMENTS

     147  

REGULATORY APPROVALS RELATED TO THE TRANSACTION

     161  

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

     162  

COMPARATIVE SHARE INFORMATION

     174  

INFORMATION ABOUT DPCM

     175  

MANAGEMENT OF DPCM

     182  

DPCM MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     191  

INFORMATION ABOUT D-WAVE

     196  

D-WAVE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     215  

D-WAVE EXECUTIVE COMPENSATION

     236  

MANAGEMENT OF D-WAVE QUANTUM

     244  

DESCRIPTION OF D-WAVE QUANTUM SECURITIES

     251  

COMPARISON OF STOCKHOLDER RIGHTS

     262  

SHARES ELIGIBLE FOR FUTURE SALE

     268  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     270  

BENEFICIAL OWNERSHIP OF SECURITIES

     276  

PROPOSAL NO. 1—THE TRANSACTION PROPOSAL

     280  

PROPOSAL NO. 2—THE EQUITY INCENTIVE PLAN PROPOSAL

     320  

PROPOSAL NO. 3—THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL

     327  

PROPOSAL NO. 4—THE ADJOURNMENT PROPOSAL

     330  

ADDITIONAL INFORMATION

     331  

WHERE YOU CAN FIND MORE INFORMATION

     333  

 

i


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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission by us (File No. 333-263573), constitutes a prospectus under Section 5 of the Securities Act, with respect to the D-Wave Quantum securities to be issued to DPCM equityholders if the Transaction described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, with respect to the Special Meeting of our stockholders at which our stockholders will be asked to consider and vote upon a proposal to approve the Transaction by the approval and adoption of the Transaction Agreement, among other matters.

FREQUENTLY USED TERMS

In this proxy statement/prospectus:

2022 Plan” means the 2022 Equity Incentive Plan, a copy of which is attached hereto as Annex B.

Additional PIPE Financing” means a private placement or placements of D-Wave Quantum Common Shares, other than the PIPE Financing, if any, consented to by DPCM and D-Wave.

Aggregate Transaction Proceeds” means an amount equal to (a) the sum of (i) the aggregate cash proceeds available for release at Closing to any DPCM Party (or any designees thereof acceptable to D-Wave) from the Trust Account in connection with the Transaction (after, for the avoidance of doubt, giving effect to the DPCM Stockholder Redemption and any restrictions placed on the use of such cash proceeds in connection with any backstop or other similar arrangements), (ii) other unrestricted cash on the balance sheet of any DPCM Party at Closing and (iii) the aggregate proceeds received from the PIPE Financing, minus (b) the Deducted DPCM Expenses and Liabilities.

Amended and Restated Sponsor Support Agreement” means the letter agreement, dated as of June 16, 2022, by and among DPCM, the Sponsor, D-Wave and D-Wave Quantum.

Ancillary Documents” means the Registration Rights and Lock-Up Agreement, the Amended and Restated Sponsor Support Agreement, the PIPE Subscription Agreements, the Transaction Support Agreements and each other agreement, document, instrument and/or certificate executed, or contemplated by the Transaction Agreement to be executed, in connection with the Transaction.

Assignment, Assumption and Amendment Agreement” means that certain Assignment, Assumption and Amendment Agreement, to be entered into immediately prior to the Effective Time, by and among DPCM, D-Wave Quantum, Continental Stock Transfer & Trust Company, as the existing warrant agent, and Computershare, as the successor warrant agent.

CallCo” means DWSI Canada Holdings ULC, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of D-Wave Quantum.

Computershare” means, together, Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company.

Court of Chancery” means the Court of Chancery of the State of Delaware.

Deducted DPCM Expenses and Liabilities” means an amount equal the sum of (a) the Unpaid DPCM Expenses (provided that to the extent such amount exceeds the Permitted DPCM Expenses and such excess has

 

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been reimbursed by the Sponsor or the Sponsor has forfeited DPCM Class B Common Stock, in each case, pursuant to the Amended and Restated Sponsor Support Agreement, such excess shall not be included) and (b) the Unpaid DPCM Liabilities.

 

D-Wave” means D-Wave Systems Inc., a British Columbia corporation.

D-Wave Equityholders” means the shareholders of D-Wave and the holders of other equity interests in D-Wave (including D-Wave Options and D-Wave Warrants).

D-Wave Expenses” means, as of any determination time, the aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of, and otherwise payable (and not otherwise expressly allocated to a DPCM Party pursuant to the terms of the Transaction Agreement or any ancillary document), whether or not due, by any Group Company in connection with the negotiation, preparation or execution of the Transaction Agreement or any ancillary documents, the performance of its covenants or agreements in the Transaction Agreement or any ancillary document or the consummation of the Transaction, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants or other agents or service providers of any Group Company and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to any Group Company pursuant to the Transaction Agreement or any ancillary document. Notwithstanding the foregoing or anything to the contrary herein, D-Wave Expenses shall not include any DPCM Expenses.

D-Wave Option” means each option to purchase shares of common stock of D-Wave issued and outstanding under D-Wave’s 2020 Equity Incentive Plan.

D-Wave Warrants” means the warrants exercisable for D-Wave preferred stock that are outstanding as of immediately prior to the consummation of the Transaction.

D-Wave Quantum” means D-Wave Quantum Inc., a Delaware corporation and a direct, wholly-owned subsidiary of DPCM.

D-Wave Quantum Charter” means the amended and restated certificate of incorporation of D-Wave Quantum.

D-Wave Quantum Common Shares” means the shares of the common stock, par value $0.0001 per share, of D-Wave Quantum.

D-Wave Quantum Warrants” means the Warrants, following their assumption by D-Wave Quantum, which are convertible into D-Wave Quantum Common Shares.

DGCL” means the Delaware General Corporation Law.

DPCM” means DPCM Capital, Inc., a Delaware corporation.

DPCM Board” means the board of directors of DPCM.

DPCM Bylaws” means the Bylaws of DPCM.

DPCM Charter” means the Amended and Restated Certificate of Incorporation of DPCM, dated October 20, 2020.

DPCM Class A Common Stock” means the shares of DPCM’s Class A common stock, par value $0.0001 per share.

 

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DPCM Class B Common Stock” means the shares of DPCM’s Class B common stock, par value $0.0001 per share.

DPCM Common Stock” means the DPCM Class A Common Stock and DPCM Class B Common Stock.

DPCM Expenses” means, as of any determination time, the aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable (and not otherwise expressly allocated to D-Wave, its subsidiaries or any holder of D-Wave Shares, D-Wave Options or D-Wave Warrants pursuant to the terms of the Transaction Agreement or any ancillary document), whether or not due, by a DPCM Party in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in the Transaction Agreement or any Ancillary Document or the consummation of the Transaction, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of any DPCM Party and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to any DPCM Party pursuant to the Transaction Agreement or any ancillary document.

DPCM Governing Documents” means the DPCM Charter together with the DPCM Bylaws.

DPCM IPO” means DPCM’s initial public offering, consummated on November 17, 2020, through the sale of 30,000,000 Public Units at $10.00 per Public Unit.

DPCM Merger” means the merger of Merger Sub with and into DPCM.

DPCM Parties” means DPCM, D-Wave Quantum, Merger Sub, and CallCo.

DPCM Private Placement” means the private placement of the Private Warrants.

DPCM Stockholder Redemption” means the right of the holders of DPCM Class A Common Stock to redeem all or a portion of their DPCM Class A Common Stock as set forth in the DPCM Governing Documents.

DPCM Unit” means one share of DPCM Class A Common Stock and one-third of one Public Warrant, whereby each whole Public Warrant entitles the holder thereof to purchase one share of DPCM Class A Common Stock at an exercise price of $11.50 per share of DPCM Class A Common Stock, sold in the DPCM IPO.

ESPP” means the 2022 Employee Stock Purchase Plan, a copy of which is attached hereto as Annex C.

Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

Exchange Ratio” means an amount equal to the lower of: (A) 1.4541326; and (B) (1) (x) the Post-Redemption DPCM Share Number, plus (y) 5,000,000 divided by (2) the Post-Redemption DPCM Share Number. As a result, non-redeeming Public Stockholders will receive between 1.1666667 D-Wave Quantum Common Shares (assuming the No Redemption Scenario) and 1.4541326 D-Wave Quantum Common Shares (if redemptions are equal to or greater than approximately 63.3%).

ExchangeCo” means D-Wave Quantum Technologies Inc., a British Columbia corporation and a direct, wholly-owned subsidiary of CallCo.

Excluded Shares” means each share of DPCM Common Stock held in DPCM’s treasury or owned by D-Wave or any other wholly-owned subsidiary of D-Wave or DPCM immediately prior to the Effective Time.

 

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Forfeited Shares” means 4,484,425 shares of DPCM Class B Common Stock that Sponsor will irrevocably forfeit and surrender immediately prior to the Closing for no consideration as a contribution to the capital of DPCM, in accordance with the Amended and Restated Sponsor Support Agreement.

Founder Shares” means the 7,500,000 shares of DPCM Class B Common Stock that are currently owned by the Initial Stockholders.

GAAP” means generally accepted accounting principles in the United States.

Initial business combination” means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving DPCM and one or more businesses.

Initial Stockholders” means the Sponsor, DPCM’s current executive officers and current independent directors, as well as DPCM’s officers, other current directors and other special advisors.

IRS” means the U.S. Internal Revenue Service.

JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

Maximum Redemption Scenario” means that 100% of the Public Stockholders redeem their Shares of DPCM Class A Common Stock and DPCM has at least $5,000,001 in net tangible assets immediately after the Effective Time.

Merger Sub” means DWSI Holdings Inc., a Delaware corporation and a direct, wholly-owned subsidiary of D-Wave Quantum.

NYSE” means the New York Stock Exchange.

Old DWSI” means DWSI Holdings Inc., a Canadian corporation and predecessor of D-Wave.

PIPE Financing” means the sale to the PIPE Investors of an aggregate number of D-Wave Quantum Common Shares in exchange for an aggregate purchase price of $40.0 million pursuant to the PIPE Subscription Agreements.

PIPE Investors” means persons that have entered into subscription agreements to purchase D-Wave Quantum Common Shares pursuant to the PIPE Subscription Agreements on or prior to the date of the Transaction Agreement, which include certain D-Wave Equityholders and certain Initial Stockholders.

PIPE Subscription Agreements” means those certain subscription agreements executed by PIPE Investors on or before the date of the Transaction Agreement in connection with the PIPE Financing.

“Post-Redemption DPCM Share Number” means the aggregate number of shares of DPCM Class A Common Stock outstanding (other than any Excluded Shares) after giving effect to the DPCM Stockholder Redemption.

Private Warrants” means the warrants held by the Sponsor that were issued to the Sponsor at the closing of the DPCM IPO, each of which is exercisable, at an exercise price of $11.50, for one share of DPCM Class A Common Stock, in accordance with its terms.

Promissory Note” means the promissory note issued to the Sponsor as consideration for a loan in an aggregate principal amount of up to $250,000 to cover expenses related to the DPCM IPO.

 

 

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Public Shares” means the DPCM Class A Common Stock included in the Public Units issued in the DPCM IPO.

Public Stockholders” means holders of Public Shares, including the Initial Stockholders to the extent the Initial Stockholders hold Public Shares; provided, that the Initial Stockholders are considered a “Public Stockholder” only with respect to any Public Shares held by them.

Public Warrants” means the warrants included in the Public Units issued in the DPCM IPO, each of which is exercisable, at an exercise price of $11.50, for one share of DPCM Class A Common Stock, in accordance with its terms.

QCaaS” means quantum computing as a service.

Registration Rights and Lock Up Agreement” means that certain Registration Rights and Lock-Up Agreement, deemed to be entered into among D-Wave Quantum, certain holders of DPCM Class B Common Stock, and certain shareholders of D-Wave pursuant to the Plan of Arrangement.

Registration Rights Holders” means certain former holders of DPCM Class B Common Stock, and certain former shareholders of D-Wave.

Related Agreements” means, collectively, the Plan of Arrangement, the Registration Rights Agreement, the Amended and Restated Sponsor Support Agreement, the Transaction Support Agreement, the Lock-Up Agreement, the D-Wave Quantum Charter and the amended and restated bylaws of D-Wave Quantum.

Rule 144” means Rule 144 under the Securities Act.

Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

SEC” means the United States Securities and Exchange Commission.

Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Special Meeting” means the special meeting that is the subject of this proxy statement/prospectus.

Sponsor” means CDPM Sponsor Group, LLC, a Delaware limited liability company.

Sponsor Support Agreement” means the letter agreement, dated as of February 7, 2022, by and among DPCM, the Sponsor, D-Wave and D-Wave Quantum, which has been superseded and replaced by the Amended and Restated Sponsor Support Agreement.

Transaction” means the transactions contemplated by the Transaction Agreement, including, among other things, the DPCM Merger and the Arrangement, whereby DPCM and D-Wave will become subsidiaries of D-Wave Quantum.

Transaction Agreement” means, as amended, amended and restated, supplemented or otherwise modified from time to time, the Transaction Agreement, dated as of February 7, 2022, by and among DPCM, D-Wave Quantum, Merger Sub, CallCo, ExchangeCo and D-Wave, which is attached hereto as Annex A.

Transaction Support Agreement” means the Transaction Support Agreement, dated as of February 7, 2022, by and among DPCM, D-Wave and the D-Wave Shareholders party thereto.

Trust Account” means the trust account of DPCM that holds the proceeds from the DPCM IPO.

 

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Trustee” or “Transfer Agent,” as applicable, means (i) prior to the Effective Time, Continental Stock Transfer & Trust Company and (ii) after the Effective Time, Computershare.

Unpaid DPCM Expenses” means the DPCM Expenses that are unpaid as of immediately prior to the Closing.

Unpaid DPCM Liabilities” means the DPCM Liabilities as of immediately prior to the Closing.

U.S. Tax Code” means the U.S. Internal Revenue Code of 1986, as amended.

Warrant Agreement” means the Warrant Agreement, by and between DPCM and Continental Stock Transfer & Trust Company, as warrant agent, dated as of October 20, 2020.

Warrants” means, collectively, the Private Warrants and the Public Warrants.

 

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

DPCM, D-Wave, D-Wave Quantum and their respective subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

 

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Special Meeting and the proposals to be presented at the Special Meeting, including with respect to the proposed Transaction. The following questions and answers do not include all the information that is important to our stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Transaction and the voting procedures for the Special Meeting, which, in light of public health concerns regarding the coronavirus (COVID-19) pandemic, will be held via live webcast on             , 2022, at             Eastern time. The Special Meeting can be accessed by visiting             , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact Continental Stock Transfer and Trust Company, the transfer agent.

QUESTIONS AND ANSWERS ABOUT DPCM’S SPECIAL STOCKHOLDER MEETING AND THE TRANSACTION

 

  Q:

Why am I receiving this proxy statement/prospectus?

 

  A:

Our stockholders are being asked to consider and vote upon a proposal to approve the Transaction Agreement and the transactions contemplated thereby, including the Transaction, among other proposals. We have entered into the Transaction Agreement, providing for, among other things, the merger of Merger Sub with and into DPCM, as a result of which DPCM will become a direct, wholly-owned subsidiary of D-Wave Quantum, with the stockholders of DPCM receiving D-Wave Quantum Common Shares. In addition, as a result of the Transaction, D-Wave will become an indirect subsidiary of D-Wave Quantum with D-Wave Shareholders receiving D-Wave Quantum Common Shares or Exchangeable Shares, as applicable. You are being asked to vote on the Transaction. A copy of the Transaction Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its Annexes contain important information about the proposed Transaction and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

 

  Q:

When and where is the Special Meeting?

 

  A:

In light of public health concerns regarding the coronavirus (COVID-19) pandemic, the Special Meeting will be held via live webcast on             , 2022, at              Eastern time. The Special Meeting can be accessed by visiting             , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact Continental Stock Transfer and Trust Company, the transfer agent.

 

  Q:

What are the specific proposals on which I am being asked to vote at the Special Meeting?

 

  A:

Our stockholders are being asked to approve the following proposals:

 

  1.

The Transaction Proposal;

 

  2.

Equity Incentive Plan Proposal;

 

  3.

Employee Stock Purchase Plan Proposal; and

 

  4.

Adjournment Proposal.

 

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If stockholders of DPCM (the “DPCM Stockholders”) fail to approve the Required Proposals, the Transaction will not occur. The consummation of the Transaction is not conditioned upon the approval of the Adjournment Proposal at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Transaction Proposal is not approved, the other proposals (except for the Adjournment Proposal) will not be presented to the stockholders for a vote.

 

  Q:

Why is DPCM proposing the Transaction?

 

  A:

We are a blank check company incorporated as a Delaware corporation on March 24, 2020 and incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”). Our acquisition plan is not limited to a particular industry or geographic region for purposes of consummating an initial business combination. However, we (a) must complete an initial business combination with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial business combination and (b) are not, under the Amended and Restated Certificate of Incorporation of DPCM, dated October 20, 2020 (the “DPCM Charter”), permitted to effect an initial business combination with a blank check company or a similar company with nominal operations.

The prospectus for the DPCM IPO stated that we intended to use the following general criteria and guidelines to evaluate potential acquisition opportunities:

 

   

Whether the target is a disruptive technology-related business with high-growth potential that will benefit from our management team’s investments, experience and contacts.

 

   

Whether the target can benefit from being publicly traded and having access to the public capital markets.

 

   

Whether the target is a market leader, with established technologies and attractive financial metrics or prospects, where we believe that our industry expertise and relationships can be used to create opportunities for value creation.

 

   

Whether the target has established management teams and a strong growth trajectory that we believe could benefit from the experience and contacts of our management.

Based on our due diligence investigations of D-Wave and the industry in which it operates, including the financial and other information provided by D-Wave in the course of negotiations, we believe that D-Wave meets the criteria and guidelines listed above. Please see the section titled “The Transaction—Recommendation of DPCM’s Board of Directors and Reasons for the Transaction” for additional information.

 

  Q:

Why is DPCM providing stockholders with the opportunity to vote on the Transaction?

 

  A:

Under the DPCM Charter, we must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Transaction Proposal in order to allow our Public Stockholders to effectuate redemptions of their Public Shares in connection with the consummation of the Transaction. The approval of the Transaction is required under the Delaware General Corporation Law (the “DGCL”) and the DPCM Charter. In addition, such approval is a condition to the consummation of the Transaction under the Transaction Agreement.

 

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  Q:

Did the DPCM Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Transaction?

 

  A:

No. The Board did not obtain a fairness opinion with respect to the consideration to be paid in the Transaction. The officers and directors of DPCM and DPCM’s advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of DPCM’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Transaction. In addition, DPCM’s officers and directors and DPCM’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the DPCM board of directors and DPCM’s advisors in valuing D-Wave’s business.

In addition, each of Morgan Stanley, Citi and UBS has resigned from its advisory role in connection with the Transaction, and investors should not place any reliance on the fact that any of Morgan Stanley, Citi or UBS was involved with any aspect of the Transaction.

 

  Q:

What will happen in the Transaction?

 

  A:

Pursuant to the Transaction Agreement, and upon the terms and subject to the conditions set forth therein, on the date on which the Closing is completed (the “Closing Date”), Merger Sub will merge with and into DPCM, as a result of which DPCM will become a direct, wholly-owned subsidiary of D-Wave Quantum, with the stockholders of DPCM receiving D-Wave Quantum Common Shares. Immediately following the DPCM Merger, by means of the Plan of Arrangement, (i) CallCo will acquire a portion of the issued and outstanding D-Wave Shares from certain holders in exchange for D-Wave Quantum Common Shares (the “D-Wave Quantum Share Exchange”), (ii) CallCo will contribute such D-Wave Shares to ExchangeCo in exchange for ExchangeCo Common Shares, (iii) following the D-Wave Quantum Share Exchange, ExchangeCo will acquire the remaining issued and outstanding D-Wave Shares from the remaining holders of D-Wave Shares in exchange for the Exchangeable Shares and (iv) as a result of the foregoing, D-Wave will become a wholly-owned subsidiary of ExchangeCo. The holders of the Exchangeable Shares will have certain rights as specified in the Exchangeable Share Support Agreement and the Voting and Exchange Trust Agreement, including the right to exchange Exchangeable Shares for D-Wave Quantum Common Shares.

Unlike most other business combinations with special purpose acquisition companies, the Transaction is structured to provide holders of DPCM Class A Common Stock that do not redeem their shares with a pro rata right to a pool of an additional 5,000,000 D-Wave Quantum Common Shares. These shares are being registered pursuant to the registration statement of which this proxy statement/prospectus forms a part, will be delivered by means of application of the Exchange Ratio and will be delivered as additional D-Wave Quantum Common Shares. None of the holders of the DPCM Class B Common Stock will get the benefit of the additional shares.

The holders of DPCM Class A Common Stock that do not elect to redeem their shares in connection with the Transaction will receive a number of D-Wave Quantum Common Shares for each share of DPCM Class A Common Stock equal to the Exchange Ratio between 1.1666667 (assuming the No Redemption Scenario) and 1.4541326 (if redemptions are equal to or greater than approximately 63.3%). In no event will the Exchange Ratio exceed 1.4541326, which is the Exchange Ratio that would result from redemptions equal to or greater than approximately 63.3% by the stockholders of DPCM. The number of D-Wave Quantum Common Shares converted and exchanged as a product of the Exchange Ratio will be rounded down to the nearest whole number of D-Wave Quantum Common Shares. See “The Transaction Agreement and Related Agreements—Conversion of Shares.

 

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A chart depicting the share bonus structure for non-redeeming Public Stockholders can be found below:

 

$ in millions except per-share
amounts Illustrative Redemptions

        10%      20%      30%      40%      50%      60%      63.3%(1)      100%(1)  

DPCM Class A Common Stock Non-Redeeming Shares

     30.0        27.0        24.0        21.0        18.0        15.0        12.0        11.0        —    

(+) Bonus Shares

     5.0        5.0        5.0        5.0        5.0        5.0        5.0        5.0        —    

Total Shares Issued to DPCM Stockholders

     35.0        32.0        29.0        26.0        23.0        20.0        17.0        16.0        —    

DPCM Class A Common Stock Non-Redeeming Shares

     30.0        27.0        24.0        21.0        18.0        15.0        12.0        11.0        —    

(x) Illustrative $10.00 Purchase Price

   $ 10.00      $ 10.00      $ 10.00      $ 10.00      $ 10.00      $ 10.00      $ 10.00      $ 10.00      $ 10.00  

Initial Cost of DPCM Class A Common Stock Non-Redeeming Shares

   $ 300      $ 270      $ 240      $ 210      $ 180      $ 150      $ 120      $ 110      $ —    

(/) Total Shares to DPCM Stockholders

     35.0        32.0        29.0        26.0        23.0        20.0        17.0        16.0        —    

Illustrative Cost Basis to DPCM Stockholders

   $ 8.57      $ 8.44      $ 8.28      $ 8.08      $ 7.83      $ 7.50      $ 7.06      $ 6.88      $ —    

 

(1)

Figures reflect the maximum Exchange Ratio of 1.4541326.

As a result of the Transaction, D-Wave and DPCM will each be subsidiaries of D-Wave Quantum, which will be a publicly-traded company. D-Wave will be the operating company of D-Wave Quantum.

 

  Q:

How will D-Wave Quantum fund its operations?

 

  A:

On June 16, 2022, D-Wave Quantum, D-Wave and DPCM entered into a Purchase Agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to which Lincoln Park has agreed to purchase from D-Wave Quantum, at the option of D-Wave Quantum, up to $150,000,000 of D-Wave Quantum Common Shares from time to time over a 36-month period following the Commencement Date (as defined below) (the “Equity Line”). The Purchase Agreement is subject to certain limitations including but not limited to, the filing and effectiveness of the Lincoln Park Registration Statement (as defined below). D-Wave Quantum expects to partially fund its operations with the Equity Line. See “Proposal No. 1—The Transaction Proposal—Related Agreements—The Lincoln Park Transactions.” As a result of entering into the Purchase Agreement, D-Wave agreed to waive the minimum cash condition in the Transaction Agreement of the Aggregate Transaction Proceeds being equal to or greater than $115,000,000, subject to the Aggregate Transaction Proceeds being equal to or greater than $30,000,000.

 

  Q:

How has the announcement of the Transaction affected the trading price of the Public Shares?

 

  A:

On February 7, 2022, the last trading date before the public announcement of the Transaction, the Public Units, Public Shares and Public Warrants closed at $9.93, $9.80 and $0.42, respectively. On July 11, 2022, the trading date immediately prior to the date of this proxy statement/prospectus, the Public Units, Public Shares and Public Warrants closed at $10.03, $9.93 and $0.36, respectively.

 

  Q:

Following the Transaction, will DPCM’s securities continue to trade on a stock exchange?

 

  A:

Yes. The Public Shares, Public Units and Public Warrants are currently listed on the NYSE under the symbols “XPOA,” “XPOA.U” and “XPOA.WS,” respectively. D-Wave Quantum has applied to list the D-Wave Quantum Common Shares and D-Wave Quantum Warrants on the New York Stock Exchange (“NYSE”) under the proposed symbols “QBTS” and “QBTS.WS,” respectively, upon the consummation of the Transaction.

 

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  Q:

Is the Transaction the first step in a “going private” transaction?

 

  A:

No. We do not intend for the Transaction to be the first step in a “going private” transaction. One of the primary purposes of the Transaction is to provide a platform for D-Wave Quantum to access the U.S. public markets.

 

  Q:

Will the management of DPCM change in the Transaction?

 

  A:

Following the consummation of the Transaction, it is expected that the current senior management of D-Wave will comprise the senior management of D-Wave Quantum, and D-Wave Quantum’s board of directors will consist of seven members.

Please see the section titled “Management of D-Wave Quantum” for additional information.

 

  Q:

What will the DPCM Stockholders receive in the Transaction?

 

  A:

As a result of the Transaction, each issued and outstanding share of DPCM Class A Common Stock (other than any Excluded Shares and after giving effect to the right of the holders of DPCM Class A Common Stock to redeem all or a portion of their DPCM Class A Common Stock (the “DPCM Stockholder Redemption”) will be automatically converted into and exchanged for the right to receive for each share of DPCM Class A Common Stock, a number of D-Wave Quantum Common Shares equal to the Exchange Ratio, following which each share of DPCM Class A Common Stock will no longer be outstanding and will automatically be canceled and will cease to exist by virtue of the DPCM Merger and each former holder of DPCM Class A Common Stock will thereafter cease to have any rights with respect to the DPCM Class A Common Stock.

The Exchange Ratio takes into account the bonus pool of 5,000,000 additional D-Wave Quantum Common Shares in which the holders of DPCM Class A Common Stock that do not elect to redeem their shares in connection with the Transaction will share. The holders of DPCM Class A Common Stock that do not elect to redeem their shares in connection with the Transaction will receive, for each share of DPCM Class A Common Stock, a number of D-Wave Quantum Common Shares between 1.1666667 (assuming the No Redemption Scenario) and 1.4541326. In no event will the Exchange Ratio exceed 1.4541326, which is the Exchange Ratio that would result from redemptions equal to or greater than 63.3% by the stockholders of DPCM. The number of D-Wave Quantum Common Shares converted and exchanged as a product of the Exchange Ratio will be rounded down to the nearest whole number of D-Wave Quantum Common Shares. See “The Transaction Agreement and Related Agreements—Conversion of Shares.

At the time at which the certificate of merger has been duly filed with the Secretary of State of the State of Delaware and has become effective in accordance with the DGCL or such later time as DPCM and Merger Sub may agree and specify in the Certificate of Merger pursuant to the DGCL (the “Effective Time”), each issued and outstanding share of DPCM Class B Common Stock (other than any Excluded Shares) will be automatically converted into and exchanged for the right to receive one D-Wave Quantum Common Share, following which each share of DPCM Class B Common Stock will no longer be outstanding and will automatically be canceled and will cease to exist by virtue of the DPCM Merger and each former holder of DPCM Class B Common Stock will thereafter cease to have any rights with respect to the DPCM Class B Common Stock, except as provided in the Transaction Agreement or by applicable law.

 

  Q:

What will D-Wave Shareholders receive in the Transaction?

 

  A:

Subject to the terms of the Transaction Agreement, the aggregate consideration to be paid to D-Wave Shareholders in connection with the Transaction is expected to be approximately 98 million D-Wave Quantum Common Shares and Exchangeable Shares (assuming the No Redemption Scenario and excluding D-Wave Options and D-Wave Warrants), with the final number of D-Wave Quantum Common Shares equal to (a) the sum of (a) $1,200,000,000, plus (b) the aggregate exercise price that would be payable to D-Wave in respect of all options to purchase shares of common stock of D-Wave

 

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issued and outstanding under D-Wave’s 2020 Equity Incentive Plan (the “D-Wave Options”) (whether vested or unvested) if all D-Wave Options were exercised in full immediately prior to the Effective Time (without giving effect to any “net” exercise or similar concept), plus (c) the aggregate exercise price that would be payable to D-Wave in respect of all D-Wave Warrants (whether vested or unvested) if all D-Wave Warrants were exercised in full immediately prior to the Effective Time (without giving effect to any “net” exercise or similar concept), less (d) D-Wave Expenses (as defined in the Transaction Agreement) in excess of $25,000,000, less (e) $38,033,370, less (f)(x) $10.00 multiplied by (y)(i) the number of D-Wave Quantum Common Shares issued in the PIPE Financing entered into concurrently with the execution of the Transaction Agreement less (ii)(A) the number of D-Wave Quantum Common Shares issued in the in the PIPE Financing entered into concurrently with the execution of the Transaction Agreement divided by (B) the Exchange Ratio (the “Adjusted Equity Value”) divided by (b) $10.00.

 

  Q.

What will holders of D-Wave equity awards receive in the Transaction?

 

  A:

Pursuant to the Plan of Arrangement, the D-Wave Options will become exercisable for D-Wave Quantum Common Shares. Each such D-Wave Option will be exercisable for a number of D-Wave Quantum Common Shares equal to the Per Share D-Wave Stock Consideration (as defined below).

 

  Q:

What will holders of Warrants receive in the Transaction?

 

  A:

Pursuant to the terms of the Warrant Agreement, at the Effective Time, by virtue of the DPCM Merger and without any action on the part of any holder of a DPCM Warrant, each DPCM Warrant that is issued and outstanding immediately prior to the Effective Time will be automatically and irrevocably converted into one (1) D-Wave Quantum Warrant. Each such D-Wave Quantum Warrant will be exercisable for a number of D-Wave Quantum Common Shares equal to the Exchange Ratio, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the Transaction. If the Exchange Ratio increases, then the number of D-Wave Quantum Common Shares issuable to holders of D-Wave Quantum Warrants after the Effective Time will also increase.

 

  Q:

What will holders of D-Wave Warrants receive in the Transaction?

 

  A:

Pursuant to the Plan of Arrangement, the D-Wave Warrants will become exercisable for D-Wave Quantum Common Shares. Each such D-Wave Warrant will be exercisable for a number of D-Wave Quantum Common Shares equal to the Per Share D-Wave Stock Consideration (as defined below).

 

  Q:

What equity stake will the current equityholders of DPCM and D-Wave hold in D-Wave Quantum after the consummation of the Transaction and what are the possible sources of dilution that the Public Stockholders that elect not to redeem their shares will experience in connection with the Transaction?

 

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  A:

The following table illustrates the expected ownership levels upon consummation of the Transaction on a fully diluted basis, based on the outstanding equity as of April 30, 2022 and assuming various redemption levels by DPCM’s Public Stockholders and that all Exchangeable Shares have been exchanged for D-Wave Quantum Common Shares. After the completion of the Transaction, Public Stockholders will own a significantly smaller percentage of D-Wave Quantum than they currently own of DPCM. Consequently, Public Stockholders, as a group, will have reduced ownership and voting power in D-Wave Quantum compared to their ownership and voting power in DPCM.

 

    0%(1)     20%(2)     40%(3)     60%(4)     100%(5)  
    (No Redemption)                       (Maximum
Redemption
Scenario)
 
    Shares     %     Shares     %     Shares     %     Shares     %     Shares     %  

DPCM Public Stockholders

    35,000,000       19.2     29,000,000       16.4     23,000,000       13.3     17,000,000       10.1     0       0.0

Sponsor(6)

    2,768,075       1.5     2,768,075       1.6     2,768,075       1.6     2,768,075       1.6     2,768,075       1.8

Additional Holders of DPCM Class B Common Stock

    247,500       0.1     247,500       0.1     247,500       0.1     247,500       0.1     247,500       0.2

PIPE Investors(7)

    4,666,667       2.6     4,833,333       2.7     5,111,111       3.0     5,666,667       3.4     5,816,530       3.8

Current D-Wave Equityholders

    101,898,657       55.8     101,755,723       57.4     101,517,500       58.9     101,041,053       59.8     100,912,529       66.1

Shares Underlying Public Warrants

    11,666,667       6.4     12,083,333       6.8     12,777,778       7.4     14,166,667       8.4     14,541,326       9.5

Shares Underlying Private Warrants

    9,333,333       5.1     9,666,667       5.5     10,222,222       5.9     11,333,333       6.7     11,633,061       7.6

Shares Underlying D-Wave Options(8)

    13,965,466       7.7     13,945,876       7.9     13,913,227       8.1     13,847,929       8.2     13,830,315       9.1

Shares Underlying D-Wave Warrants(8)

    2,953,635       1.6     2,949,492       1.7     2,942,587       1.7     2,928,777       1.7     2,925,051       1.9
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total(9)(10)(11)

    182,500,000       100.0     177,250,000       100.0     172,500,000       100.0     169,000,000       100.0     152,674,387       100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Assumes that no shares of DPCM Class A Common Stock are redeemed.

(2)

Assumes redemptions of 6,000,000 shares of DPCM Class A Common Stock.

(3)

Assumes redemptions of 12,000,000 shares of DPCM Class A Common Stock.

(4)

Assumes redemptions of 18,000,000 shares of DPCM Class A Common Stock.

(5)

Assumes redemptions of all 30,000,000 shares of DPCM Class A Common Stock.

(6)

Share amounts exclude the 4,484,425 Founder Shares forfeited by Sponsor.

(7)

Assumes the PIPE Financing is consummated in accordance with its terms for $40.0 million with (i) 4,666,667 D-Wave Quantum Common Shares issued to the PIPE Investors assuming no shares of DPCM Class A Common Stock are redeemed as described in note (1) above, (ii) 4,833,333 D-Wave Quantum Common Shares issued to the PIPE Investors assuming redemptions of 6,000,000 shares of DPCM Class A Common Stock as described in note (2) above, (iii) 5,111,111 D-Wave Quantum Common Shares issued to the PIPE Investors assuming redemptions of 12,000,000 shares of DPCM Class A Common Stock as described in note (3) above, (iv) 5,666,667 D-Wave Quantum Common Shares issued to the PIPE Investors assuming redemptions of 18,000,000 shares of DPCM Class A Common Stock as described in note (4) above and (v) 5,816,530 D-Wave Quantum Common Shares issued to the PIPE Investors assuming redemptions of all 30,000,000 shares of DPCM Class A Common Stock as described in note (5) above. Includes D-Wave Quantum Common Shares purchased by Current D-Wave Equityholders and affiliates of the Sponsor in the PIPE Financing.

(8)

Includes the following amounts of D-Wave Quantum Common Shares issuable upon the exercise of D-Wave Options (vested and unvested) after giving effect to the Plan of Arrangement and D-Wave Quantum Common Shares issuable upon the exercise of D-Wave Warrants (vested and unvested), respectively, (i) 13,965,466 and 2,953,635, respectively, assuming no shares of DPCM Class A Common Stock are redeemed as described in note (1) above, (ii) 13,945,876 and 2,949,492, respectively, assuming redemptions of 6,000,000 shares of DPCM Class A Common Stock as described in note (2) above, (iii) 13,913,227 and 2,942,587, respectively, assuming redemptions of 12,000,000 shares of DPCM Class A Common Stock as

 

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described in note (3) above, (iv) 13,847,929 and 2,928,777, respectively, assuming redemptions of 18,000,000 shares of DPCM Class A Common Stock as described in note (4) above and (v) 13,830,315 and 2,925,051, respectively, assuming redemptions of all 30,000,000 shares of DPCM Class A Common Stock as described in note (5) above. D-Wave Options and D-Wave Warrants do not represent legally outstanding D-Wave Quantum Common Shares at Closing.

(9)

Excludes remaining shares available for issuance pursuant to any existing or successor equity incentive plan.

(10)

Excludes Commitment Shares (as defined below) issuable to Lincoln Park pursuant to the Purchase Agreement (as defined below).

(11)

Excludes the up to 3,287,762 D-Wave Quantum Common Shares that D-Wave may allocate in connection with the consummation of the Transaction pursuant to the Amended and Restated Sponsor Support Agreement.

For more information, please see the sections titled “Summary-Impact of the Transaction on D-Wave Quantum’s Public Float” and “Unaudited Pro Forma Combined Financial Information.”

 

  Q:

What happens if I sell my shares of DPCM Class A Common Stock before the Special Meeting?

 

  A:

The record date for the Special Meeting is earlier than the date that the Transaction is expected to be completed. If you transfer your shares of DPCM Class A Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of DPCM Class A Common Stock because you will no longer be able to deliver them for cancellation upon consummation of the Transaction. If you transfer your shares of DPCM Class A Common Stock prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

 

  Q:

What vote is required to approve the proposals presented at the Special Meeting?

 

  A:

The approval of the Transaction Proposal requires the affirmative vote of at least (i) a majority of the issued and outstanding shares of DPCM Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of DPCM Class A Common Stock, voting separately as a single series. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Special Meeting and broker non-votes will have the same effect as voting “AGAINST” the Transaction Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as voting “AGAINST” the Transaction Proposal. Our Initial Stockholders have agreed to vote their shares of DPCM Common Stock in favor of the Transaction Proposal.

The approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of DPCM Common Stock represented in person via the virtual meeting platform or by proxy and entitled to vote at the Special Meeting. Accordingly, a stockholder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the Equity Incentive Plan Proposal will have no effect on the Equity Incentive Plan Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Equity Incentive Plan Proposal.

The approval of the Employee Stock Purchase Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented in person via the virtual meeting platform or by proxy and entitled to vote at the Special Meeting. Accordingly, a stockholder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the Employee Stock Purchase Plan Proposal will have no effect on the Employee Stock Purchase Plan Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Employee Stock Purchase Plan Proposal.

 

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The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of outstanding shares of DPCM Common Stock represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a stockholder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the Adjournment Proposal will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal.

As further discussed in the section entitled “Related Agreements—Sponsor Support Agreement,” DPCM, D-Wave, D-Wave Quantum and the Sponsor have entered into the Amended and Restated Sponsor Support Agreement, pursuant to which the Sponsor has agreed to vote shares representing 19.3% of the aggregate voting power of DPCM Common Stock in favor of the each of the proposals presented at the Special Meeting, regardless of how Public Stockholders vote. Accordingly, the Amended and Restated Sponsor Support Agreement will increase the likelihood that we will receive the requisite stockholder approval for the Transaction and the transactions contemplated thereby. Because the Transaction Proposal requires the affirmative vote of (i) a majority of the issued and outstanding shares of DPCM Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of DPCM Class A Common Stock, voting separately as a single series, the affirmative vote of 15,000,001 Public Shares, which represents approximately 50% of the outstanding Public Shares, in addition to the Founder Shares, would be required to approve the Transaction Proposal. Notwithstanding the foregoing, consummation of the Transaction is conditioned on the approval of each of the Required Proposals.

 

  Q:

What happens if the Transaction Proposal is not approved?

 

  A:

If the Transaction Proposal or any of the other Required Proposals are not approved and we do not consummate an initial business combination by October 23, 2022, we will be required to dissolve and liquidate the Trust Account.

 

  Q:

How many votes do I have at the Special Meeting?

 

  A:

Our stockholders are entitled to one vote on each proposal presented at the Special Meeting for each share of DPCM Common Stock held of record as of             , 2022, the record date for the Special Meeting. As of the close of business on the record date, there are expected to be 37,500,000 outstanding shares of DPCM Common Stock, consisting of 30,000,000 outstanding shares of DPCM Class A Common Stock and 7,500,000 outstanding shares of DPCM Class B Common Stock.

 

  Q:

What constitutes a quorum at the Special Meeting?

 

  A:

A majority of the issued and outstanding shares of DPCM Common Stock entitled to vote as of the record date at the Special Meeting must be present, in person via the virtual meeting platform or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. Our Initial Stockholders, who currently own approximately 20% of the issued and outstanding shares of DPCM Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. It is expected that as of the record date for the Special Meeting, 18,750,001 shares of DPCM Common Stock would be required to achieve a quorum.

 

  Q:

How will the Sponsor and DPCM’s officers and directors vote?

 

  A:

Concurrently with the execution of the Transaction Agreement, we entered into agreements with the Sponsor, pursuant to which the Sponsor agreed to vote any shares of DPCM Class A Common Stock and DPCM Class B Common Stock owned by it in favor of the Transaction Proposal.

None of the Sponsor, directors or officers has purchased any shares of DPCM Common Stock during or after the DPCM IPO and, as of the date of this proxy statement/prospectus, neither we nor the Sponsor, directors or officers have entered into agreements, and are not currently in negotiations, to

 

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purchase shares prior to the consummation of the Transaction. Currently, our Initial Stockholders own approximately 20% of the issued and outstanding shares of DPCM Common Stock, including all of the Founder Shares, and will be able to vote all such shares at the Special Meeting.

 

  Q:

What interests does the Sponsor and DPCM’s officers and directors have in the Transaction?

 

  A:

The Sponsor, certain members of our Board and our officers may have interests in the Transaction that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Transaction. These interests include:

 

   

the fact that the Sponsor, which is controlled by Emil Michael, the DPCM Chairman and CEO, has waived its right to redeem any of the Founder Shares and public shares in connection with a stockholder vote to approve a proposed initial business combination;

 

   

the fact that each of Emil Michael and Shervin Pishevar (an affiliate of the Sponsor) entered into a PIPE Subscription Agreement with D-Wave Quantum, pursuant to which each of Mr. Michael and Mr. Pishevar subscribed for and agreed to purchase on the Closing Date, and D-Wave Quantum agreed to issue and sell to each of Mr. Michael and Mr. Pishevar on the Closing Date, the number of PIPE Shares equal to $250,000, divided by $10.00 and multiplied by the Exchange Ratio on the terms and subject to the conditions set forth therein;

 

   

the fact that the Sponsor paid an aggregate of $25,000 for the Founder Shares which will convert into approximately 2.8 million D-Wave Quantum Common Shares in accordance with the terms of the Transaction Agreement (giving effect to the forfeiture of the 4,484,425 Forfeited Shares) and such securities will have a significantly higher value at the time of the Transaction, estimated at approximately $              based on the closing price of $              per public share on the NYSE on            , 2022, which Founder Shares would become worthless if DPCM fails to complete an initial business combination by October 23, 2022. As a result of the nominal price paid for the Founder Shares, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other stockholders experience a negative rate of return following the consummation of the Transaction;

 

   

the fact that the Sponsor has agreed to waive (pursuant to the IPO Letter Agreement and for no further consideration) its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if DPCM fails to complete an initial business combination by October 23, 2022;

 

   

the fact that the Sponsor paid approximately $8,000,000 for 8,000,000 Private Warrants, with each such Private Warrant being exercisable at $11.50 for one share of DPCM Class A Common Stock; if DPCM does not consummate an initial business combination by October 23, 2022, then the proceeds from the sale of the Private Warrants will be part of the liquidating distribution to the Public Stockholders and the warrants held by the Sponsor will be worthless; the Private Warrants held by the Sponsor had an aggregate market value of approximately $              based upon the closing price of $              per Public Warrant on the NYSE on             , 2022;

 

   

the beneficial ownership of Peter Diamandis, Denmark West and Desiree Gruber, each an independent director of DPCM, of 45,000, 37,500 and 37,500 Founder Shares, respectively, initially transferred to such individuals by the Sponsor, which will convert into 120,000 D-Wave Quantum Common Shares in accordance with the terms of the Transaction Agreement. All such shares would become worthless if DPCM does not consummate an initial business combination by October 23, 2022, as these individuals have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $              based on the closing price of $              per public share on the NYSE on             , 2022;

 

   

an entity in which Emil Michael is a manager loaned $200,000 to the Sponsor under the Sponsor Affiliate Note (as defined below), the proceeds of which were directed to DPCM in order to fund working capital deficiencies or finance transaction costs in connection with a business combination. In the event that the Transaction fails to close, the Sponsor may have insufficient assets and/or funds to enable it to repay such amounts to the entity affiliated with Emil Michael;

 

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the economic interests in the Sponsor of certain of DPCM’s officers and directors, which gives them an indirect pecuniary interest in the shares of DPCM Common Stock and DPCM Warrants held by the Sponsor along with a direct interest in the shares of DPCM Common Stock and DPCM Warrants held directly by certain of DPCM’s officers and directors and certain affiliates of the Sponsor, and which interests will be worthless if DPCM does not consummate an initial business combination by October 23, 2022, are summarized in the below table; the value of the DPCM Class B Common Stock and Warrants is calculated based on the price per share of DPCM Class A Common Stock and Warrants as of                 , 2022:

 

    Investment
Amount
    Number of Shares
of DPCM Class B
Common Stock
    Value of DPCM
Class B
Common Stock
    Number
of
Warrants
    Value of
Warrants
    Value of
DPCM
Securities
    Other
potential
interest(1)
    Total
interest
at risk
 

Emil Michael

  $ 3,037,500       2,568,633     $                     2,805,994     $                   $                     (2)    $                

Ignacio Tzoumas

  $ 0       21,756     $                     24,000     $                   $                     $                

Peter Diamandis

  $ 0       45,000     $                     0     $                   $                     $                

Denmark West

  $ 100,000       114,312     $                     84,735     $                   $                     $                

Desiree Gruber

  $ 50,000       75,906     $                     42,368     $                   $                                      $                

Kyle Wood

  $ 150,000       245,755     $                     271,103     $                   $                                      $                
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total DPCM Affiliate Interest

  $ 3,337,500       3,071,362     $                     3,228,200     $                   $                                      $                

Total Non-DPCM Affiliate Interest

  $ 5,187,500       4,350,637     $                     4,771,800     $                   $                                      $                

Total Interest in Transaction

  $ 8,525,000       10,493,361     $                     8,000,000     $                   $                                      $                

 

(1)

Inclusive of $220,000 in loans extended by the Sponsor to DPCM or D-Wave Quantum. There are presently no fees that will be paid to the Sponsor upon consummation of the Transaction and no of out-of-pocket expenses have been incurred that would be reimbursed upon consummation of the Transaction.

(2)

Inclusive of $200,000 loaned to the Sponsor under the Sponsor Affiliate Note by an entity of which Emil Michael is a manager.

Given (i) the differential in the purchase price that the Sponsor and certain of DPCM’s officers and directors paid for the DPCM Class B Common Stock as compared to the price of the DPCM Class A Common Stock, (ii) the differential in the purchase price that the Sponsor paid for the Private Placement Warrants as compared to the price of the Public Warrants, and (iii) the substantial number of D-Wave Quantum Common Shares that the Sponsor and these officers and directors will receive upon conversion of the DPCM Class B Common Stock and/or Private Placement Warrants, the Sponsor and these officers and directors can earn a positive return on their investment, even if DPCM public shareholders have a negative return on their investment.

 

   

if the Trust Account is liquidated, including in the event DPCM is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to DPCM if and to the extent any claims by a third-party for services rendered or products sold to us, or a prospective target business with which DPCM has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the DPCM IPO against certain liabilities, including liabilities under the Securities Act;

 

   

DPCM’s Charter provides that the doctrine of corporate opportunity will not apply with respect to any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, except as set forth in the DPCM Charter. DPCM does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. In the course of their other

 

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business activities, DPCM’s officers and directors may become aware of other investment and business opportunities which may be appropriate for presentation to DPCM as well as the other entities with which they are affiliated. DPCM’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom DPCM’s management has a pre-existing fiduciary obligation will be presented the opportunity before DPCM is presented with it. DPCM does not believe, however, that the fiduciary duties or contractual obligations of DPCM’s officers or directors or waiver of corporate opportunity materially affected DPCM’s search for a business combination, including the negotiation or recommendation thereof or the provision of advice in connection therewith. DPCM is not aware of any such corporate opportunity not being offered to DPCM and does not believe the renouncement of DPCM’s interest in any such corporate opportunities impacted DPCM’s search for an acquisition target;

 

   

members of the DPCM Board are entitled to reimbursement for all out-of-pocket expenses incurred by them on DPCM’s behalf incident to identifying, investigating and consummating a business combination, but will not receive reimbursement for any out-of-pocket expenses to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated; no such out-of-pocket expenses have been incurred to date and are not expected to exceed $10,000;

 

   

in order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of DPCM’s directors and officers may, but are not obligated to, loan funds to DPCM as may be required. If a business combination were to be consummated, such loaned amounts would be repaid. In the event that the Transaction fails to close, DPCM could use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. To date, an aggregate of $220,000 is outstanding under such loans. In addition, up to $1,500,000 of such loans could be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender. No such convertible loans have been incurred to date with respect to the Transaction, nor are any such convertible loans expected to be incurred;

 

   

CDPM Sponsor Group II, LLC, an affiliate of the Sponsor, entered into an unsecured promissory note with the Sponsor, which note directed funds advanced thereunder to DPCM in order to fund working capital deficiencies or finance transaction costs in connection with a business combination. If a business combination were to be consummated, such loaned amounts would be repaid. In the event that the Transaction fails to close, the Sponsor may have insufficient funds to repay the promissory note. To date, an aggregate of $200,000 is outstanding under such loans. Other than as set forth above, there are no other amounts (including any fees or out-of-pocket expenses) due to affiliates of the Sponsor upon the consummation of the Transaction;

 

   

following the consummation of the Transaction, D-Wave will continue to indemnify DPCM’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy for the benefit of such individuals; and

 

   

Emil Michael, the current Chief Executive Officer of DPCM, is expected to be a director of D-Wave Quantum after the consummation of the Transaction. As such, in the future Mr. Michael will receive any cash fees, stock options, stock awards or other remuneration that D-Wave Quantum’s board of directors determines to pay them.

These interests may influence our Board in making their recommendation that you vote in favor of the approval of the Transaction.

 

  Q:

What happens if I vote against the Transaction Proposal?

 

  A:

If you vote against the Transaction Proposal but the Transaction Proposal still obtains the affirmative vote of (i) a majority of the issued and outstanding shares of DPCM Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of DPCM Class A Common Stock, voting

 

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separately as a single series, then the Transaction Proposal will be approved and, assuming the approval of the other Required Proposals and the satisfaction or waiver of the other conditions to closing, the Transaction will be consummated in accordance with the terms of the Transaction Agreement.

If you vote against the Transaction Proposal and the Transaction Proposal does not obtain the affirmative vote of (i) a majority of the issued and outstanding shares of DPCM Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of DPCM Class A Common Stock, voting separately as a single series, then the Transaction Proposal will fail and we will not consummate the Transaction. If we do not consummate the Transaction, we may continue to try to complete an initial business combination with a different target business until October 23, 2022. If we fail to complete an initial business combination by October 23, 2022, then we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our Public Stockholders.

 

  Q:

Do I have redemption rights?

 

  A:

If you are a Public Stockholder, you may redeem your Public Shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Transaction, including interest not previously released to us to pay our taxes, by (ii) the total number of then-outstanding Public Shares; provided that we may not redeem any shares of DPCM Class A Common Stock issued in the DPCM IPO to the extent that such redemption would result in our failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) in excess of $5,000,001.

Holders of our outstanding Public Warrants do not have redemption rights in connection with the Transaction. The Sponsor, directors and officers have agreed to waive (pursuant to the IPO Letter Agreement and for no further consideration) their redemption rights with respect to their shares of DPCM Common Stock in connection with the consummation of the Transaction, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on the balance of our Trust Account of $300,229,704 as of March 31, 2022, the estimated redemption price would have been approximately $10.00 per share. Additionally, shares properly tendered for redemption will only be redeemed if the Transaction is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest not previously released to DPCM or to pay our taxes) in connection with the liquidation of the Trust Account, unless we complete an alternative initial business combination prior to October 23, 2022.

 

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In addition, if a stockholder does not redeem their shares of DPCM Class A Common Stock, but other Public Stockholders do elect to redeem, the non-redeeming stockholders would own shares with a lower book value per share. The more redemptions of DPCM Class A Common Stock, the higher or larger the Exchange Ratio. In other words, as the number of redemptions of DPCM Class A Common Stock increases, the number of D-Wave Quantum Common Shares issuable in respect of each share of DPCM Class A Common Stock held by non-redeeming Public Stockholders also increases. For informational purposes only, please see the table below for an illustration of such increase. On a pro forma basis for the year ended December 31, 2021, the basic and diluted net loss per share attributable to DPCM Class A Common Stockholders ranges from $0.04 per share assuming the No Redemption Scenario and nil per share assuming the Maximum Redemption Scenario.

 

Redemption Rate    0%      20%      40%      63.3%      100%  

Trust Account Size (in millions)

   $ 300.2      $ 240.1      $ 180.1      $ 100.9      $ —    

Assumed Price Per Share of DPCM Class A Common Stock at Closing of Transaction

   $ 10.00      $ 10.00      $ 10.00      $ 10.0      $ 10.00  

Remaining Public Shares (in millions)

     30        24.0        18.0        11.0        —    

Additional Shares of DPCM Class A Common Stock Available to Non-Redeeming Holders (in millions)

     5.0      5.0        5.0        5.0        —    

Exchange Ratio

     1.1666667        1.2083333        1.2777777        1.4541326        1.4541326  

Implied Price Per Share of DPCM Class A Common Stock

   $ 8.57      $ 8.27      $ 7.82      $ 6.30      $ —    

Implied Consideration Per Share of DPCM Class A Common Stock

   $ 11.67      $ 12.08      $ 12.77      $ 14.54      $ —    

For illustrative purposes only, assuming a price of $10.00 per share of DPCM Class A Common Stock at the closing of the Transaction, each share of DPCM Class A Common Stock would receive D-Wave Quantum Common Shares with a value ranging between $11.67 (assuming the No Redemption Scenario) and $14.54 (assuming redemptions are equal to or greater than 63.3%). In the Maximum Redemption Scenario, no D-Wave Quantum Common Shares would be received by holders of shares of DPCM Class A Common Stock. Based on the closing price of $             per share of DPCM Class A Common Stock on the NYSE on             , 2022, each share of DPCM Class A Common Stock would receive D-Wave Quantum Common Shares with a value ranging between $             (assuming the No Redemption Scenario) and $             (assuming the Maximum Redemption Scenario).

 

  Q:

Can our Initial Stockholders redeem their Founder Shares in connection with consummation of the Transaction?

 

  A:

No. Our Initial Stockholders, officers and other current directors have agreed to waive, for no consideration and for the sole purpose of facilitating the Transaction, their redemption rights, with respect to their Founder Shares and any Public Shares they may hold, in connection with the consummation of the Transaction.

 

  Q:

Is there a limit on the total number of Public Shares that may be redeemed?

 

  A:

Yes. The DPCM Charter provides that we may not redeem our Public Shares in an amount that would result in our failure to have net tangible assets equaling or exceeding $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the Transaction Agreement. Other than this limitation, the DPCM Charter does not provide a specified maximum redemption threshold. In the event the aggregate cash consideration we would be required to pay for all shares of DPCM Class A Common Stock that are validly submitted for

 

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redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Transaction Agreement exceeds the aggregate amount of cash available to us, we may not complete the Transaction or redeem any shares, all shares of DPCM Class A Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate initial business combination.

Based on the amount of funds in our Trust Account as of March 31, 2022, and assuming the funding in full of all amounts to be provided pursuant to the PIPE Subscription Agreements, 100% of the Public Stockholders may redeem their Shares of DPCM as long as DPCM has at least $5,000,001 in net tangible assets immediately after the Effective Time.

 

  Q:

How does D-Wave’s agreement to waive the minimum cash condition impact the Transaction?

 

  A:

On June 16, 2022, D-Wave agreed to waive the minimum cash condition in the Transaction Agreement of Aggregate Transaction Proceeds being equal to or greater than $115,000,000, subject to the Aggregate Transaction Proceeds being equal to or greater than $30,000,000, which is a condition to D-Wave’s obligation to close the Transaction. Since D-Wave elected to waive the minimum cash condition in the Transaction Agreement, subject to the Aggregate Transaction Proceeds being equal to or greater than $30,000,000, D-Wave Quantum may have less capital to execute its business plan and pursue its growth prospects. D-Wave Quantum anticipates using the Equity Line (as defined below) to partially fund its operations and business.

 

  Q:

Why is D-Wave Quantum providing a pool of additional shares for non-redeeming holders of DPCM Class A Common Stock?

 

  A:

Although DPCM believes that its targeted valuation compares very favorably to other quantum computing companies, particularly given its degree of commercial traction, DPCM has decided to provide the holders of the Public Shares with an incrementally more compelling reason to invest during this challenging market environment. To facilitate this, D-Wave Quantum has established a pool of an additional 5,000,000 D-Wave Quantum Common Shares to be allocated the holders of DPCM Class A Common Stock that do not elect to redeem their shares in connection with the Transaction. See “The Transaction Agreement and Related Agreements—Conversion of Shares.”

This structure is designed to incentivize the holders of shares of DPCM Class A Common Stock to retain, and not redeem, their shares of DPCM Class A Common Stock. D-Wave Quantum has implemented a similar structure for the PIPE Investors with an additional pool of up to approximately 1.8 million shares, such that PIPE Investors will be afforded the same per share price as the DPCM Class A Common Stockholders.

 

  Q:

What does the bonus pool of additional shares mean for holders of shares of DPCM Class A Common Stock that elect not to redeem their shares of DPCM Class A Common Stock in connection with the Transaction?

 

  A:

The holders of DPCM Class A Common Stock that do not elect to redeem their shares in connection with the Transaction will receive a number of D-Wave Quantum Common Shares for each share of DPCM Class A Common Stock equal to the Exchange Ratio between 1.1666667 (assuming the No Redemption Scenario) and 1.4541326 (if redemptions are equal to or greater than approximately 63.3%).

 

  Q:

Will my vote affect my ability to exercise redemption rights?

 

  A:

No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Transaction Proposal, or any other proposal described by this proxy statement/prospectus. As a result, the Transaction Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.

 

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  Q:

How do I exercise my redemption rights?

 

  A:

In order to exercise your redemption rights, you must (i) if you hold Public Units, separate the underlying Public Shares and Public Warrants, and (ii) prior to 5:00 P.M., Eastern time on                  , 2022 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that our stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the vote on the proposal to approve the Transaction at the Special Meeting, or to deliver their shares to the Transfer Agent electronically using the Depository Trust Company’s (DTC) Deposit/Withdrawal At Custodian (“DWAC”) system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Transaction is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not stockholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

 

  Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

  A:

The U.S. federal income tax consequences of the redemption depend on your particular facts and circumstances. Please see the section entitled “Material U.S. Federal Income Tax Considerations.” You should consult with your tax advisors regarding the tax consequences of exercising your redemption rights.

 

  Q:

What are the U.S. federal income tax consequences of the DPCM Merger to U.S. holders of DPCM Class A Shares and/or Public Warrants?

 

  A:

As described more fully under the section entitled “Material U.S. Federal Income Tax Considerations,” it is expected that the DPCM Merger, taken together with certain related transactions, should qualify as an exchange governed by Section 351 of the U.S. Tax Code such that the exchange of DPCM Class A Shares for D-Wave Quantum Common Shares pursuant to the DPCM Merger generally qualifies as a tax-free exchange for U.S. federal income tax purposes (subject to possible gain recognition in respect of any D-Wave Quantum Warrants received, as described below).

It is also possible that the DPCM Merger will qualify as a “reorganization” under Section 368 of the U.S. Tax Code. However, such qualification is uncertain because the requirements for qualification of the DPCM Merger as a “reorganization” under Section 368 of the U.S. Tax Code are more stringent in

 

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certain respects than the requirements for qualification as an exchange under Section 351 of the U.S. Tax Code. If the transfer of Public Warrants qualifies as part of a “reorganization” within the meaning of Section 368 of the U.S. Tax Code, a U.S. holder (as defined under the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders”) of Public Warrants generally should not recognize any gain or loss on any such transfer of Public Warrants.

If the DPCM Merger does not qualify as a “reorganization” within the meaning of Section 368 of the U.S. Tax Code, the exchange of Public Warrants for D-Wave Quantum Warrants may be treated as a transaction distinct from the exchange of DPCM Class A Shares for D-Wave Quantum Common Shares such that a U.S. holder of Public Warrants would be treated as exchanging such Public Warrants for “new” warrants in a taxable exchange. If so treated, a U.S. holder would be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the D-Wave Quantum Warrants held by such U.S. holder immediately following the DPCM Merger and the adjusted tax basis of the Public Warrants held by such U.S. holder immediately prior to the DPCM Merger. Alternatively, a U.S. holder of Public Warrants could be treated as exchanging its Public Warrants and DPCM Class A Shares for D-Wave Quantum Warrants and D-Wave Quantum Common Shares in an exchange governed only by Section 351 of the U.S. Tax Code (and not by Section 368 of the U.S. Tax Code). If so treated, a U.S. holder should be required to recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder (generally, the excess of (x) the sum of the fair market values of the D-Wave Quantum Warrants treated as received by such holder and the D-Wave Quantum Common Shares received by such holder over (y) such holder’s aggregate adjusted tax basis in the Public Warrants and DPCM Class A Shares treated as having been exchanged therefor) and (ii) the fair market value of the D-Wave Quantum Warrants treated as having been received by such holder in such exchange.

The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “Material U.S. Federal Income Tax Considerations.” You should consult with your tax advisors regarding the tax consequences to you of the DPCM Merger.

 

  Q:

If I am a Public Warrant holder, can I exercise redemption rights with respect to my Public Warrants?

 

  A:

No. The holders of Public Warrants have no redemption rights with respect to such Public Warrants.

 

  Q:

Do I have appraisal rights if I object to the proposed Transaction?

 

  A:

No. Appraisal rights are not available to holders of DPCM Common Stock in connection with the Transaction.

 

  Q:

What happens to the funds held in the Trust Account upon consummation of the Transaction?

 

  A:

If the Transaction is consummated, the funds held in the Trust Account will be used to: (i) pay our Public Stockholders who properly exercise their redemption rights; and (ii) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred in connection with the transactions contemplated by the Transaction Agreement, including the Transaction, and pursuant to the terms of the Transaction Agreement. Any remaining funds will be used by D-Wave Quantum for general corporate purposes.

 

  Q:

What conditions must be satisfied to complete the Transaction?

 

  A:

There are a number of closing conditions in the Transaction Agreement, including the approval and adoption by the D-Wave Shareholders of the Transaction Agreement and the transactions contemplated thereby and the approval by the stockholders of DPCM of the Transaction Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Transaction, please see the section titled “The Transaction Agreement and Related Agreements.”

 

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  Q:

What happens if the Transaction is not consummated?

 

  A:

There are certain circumstances under which the Transaction Agreement may be terminated. Please see the section titled “The Transaction Agreement and Related Agreements” for information regarding the parties’ specific termination rights.

If we do not consummate the Transaction, we may continue to try to complete an initial business combination with a different target business until October 23, 2022. Unless we amend the DPCM Charter (which requires the affirmative vote of 65% of all then outstanding shares of DPCM Common Stock) and amend certain other agreements into which we have entered to extend the life of DPCM, if we fail to complete an initial business combination by October 23, 2022, then we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish our Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the DPCM IPO. Please see the section titled “Risk Factors—Risks Related to DPCM, D-Wave Quantum and the Transaction.

Holders of our Founder Shares have waived any right to any liquidating distributions with respect to such shares. In addition, if we fail to complete a business combination by October 23, 2022, there will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless.

 

  Q:

When is the Transaction expected to be completed?

 

  A:

The consummation of the Transaction is expected to take place on or prior to the third business day following the satisfaction or waiver of the conditions described below in the subsection titled “The Transaction Agreement and Related Agreements-The Transaction Agreement-Conditions to Closing of the Transaction.” The closing of the Transaction is expected to occur in the second quarter of 2022. The Transaction Agreement may be terminated by DPCM or D-Wave if the consummation of the Transaction has not occurred by October 23, 2022, except that such right to terminate the Transaction Agreement shall not be available to a party that has breached any of its representations, warranties, covenants or agreements under the Transaction Agreement and such breach is the primary cause of or has resulted in the failure of the Transaction to be consummated on or before such date.

For a description of the conditions to the closing of the Transaction, see the section titled “The Transaction Agreement and Related Agreements- Conditions to Closing of the Transaction.”

 

  Q:

What do I need to do now?

 

  A:

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Transaction will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

  Q:

How do I vote?

 

  A:

The Special Meeting will be held via live webcast on                 , 2022, at            Eastern time. The Special Meeting can be accessed by visiting                 , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting

 

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by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact Continental Stock Transfer and Trust Company, the transfer agent.

If you are a holder of record of DPCM Common Stock on                , 2022, the record date, you may vote at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a proxy from your broker, bank or nominee.

For additional information, please see the section titled “Special Meeting of the Stockholders of DPCM.

 

  Q:

How can I attend the Special Meeting?

 

  A:

If you are a registered stockholder you received a proxy card from the Transfer Agent. The proxy card contains instructions on how to attend the virtual Special Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the Transfer Agent at the phone number or e-mail address below. The Transfer Agent’s contact information is as follows: (917) 262-2373, or email mzimkind@continentalstock.com.

You can pre-register to attend the virtual Special Meeting starting            , 2022 at Eastern time.                     Enter into your browser, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting. We recommend that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts.

Beneficial investors, who own their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Special Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the meeting by dialing (toll-free) outside the U.S. and Canada +1 (standard rates apply) when prompted enter the passcode             . This is listen-only, you will not be able to vote or enter questions during the meeting.

 

  Q:

What if during the check-in time or during the Special Meeting I have technical difficulties or trouble accessing the virtual meeting website?

 

  A:

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log in page.

 

  Q:

What will happen if I abstain from voting or fail to vote at the Special Meeting?

 

  A:

At the Special Meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, a failure to vote or an abstention will have the same effect as voting “AGAINST” the Transaction Proposal, but will have no effect on the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Adjournment Proposal.

 

  Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

  A:

Signed and dated proxies we receive without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters that properly come before the Special Meeting.

 

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  Q:

If I am not going to attend the Special Meeting via the virtual meeting platform, should I return my proxy card instead?

 

  A:

Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

  Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

  A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe that all of the proposals presented to the stockholders

at this Special Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

 

  Q:

How will a broker non-vote impact the results of each proposal?

 

  A:

Broker non-votes will have the same effect as voting “AGAINST” the Transaction Proposal, but will have no effect on the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Adjournment Proposal.

 

  Q:

May I change my vote after I have mailed my signed proxy card?

 

  A:

Yes. You may change your vote by sending a later-dated, signed proxy card to our Secretary at the address listed below so that it is received by our Secretary prior to the Special Meeting or attend the Special Meeting in person via the virtual meeting platform and vote. You also may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Special Meeting.

 

  Q:

What should I do if I receive more than one set of voting materials?

 

  A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

 

  Q:

Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

 

  A:

We will pay the cost of soliciting proxies for the Special Meeting. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay a fee of $30,000, plus disbursements, and will reimburse Morrow Sodali LLC for its reasonable out-of-pocket expenses and indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of DPCM Common Stock for their expenses in forwarding soliciting materials to beneficial owners of DPCM Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

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  Q:

Who can help answer my questions?

 

  A:

If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

DPCM Capital, Inc.

382 NE 191 Street, #24148

Miami, FL 33179

Email: mkilkenny@hstrategies.com

You may also contact the proxy solicitor for DPCM at:

Morrow Sodali LLC

333 Ludlow Street, 5th

Floor, South Tower

Stamford CT 06902

Tel: Toll-Free (800) 662 5200 or (203) 658-9400

Email: XPOA.info@investor.morrowsodali.com

To obtain timely delivery, stockholders must request the materials no later than             , 2022, or five business days prior to the Special Meeting.

You may also obtain additional information about DPCM from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the Transfer Agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

 

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SUMMARY

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the Annexes and accompanying financial statements of DPCM and D-Wave, to fully understand the proposed Transaction (as described below) before voting on the proposals to be considered at the Special Meeting (as described below). Please see the section titled “Where You Can Find More Information.”

Unless otherwise specified, all share calculations assume (i) no exercise of redemption rights by our Public Stockholders; and (ii) no inclusion of any Public Shares issuable upon the exercise of the Warrants.

The Registrant, D-Wave Quantum Inc., is a wholly-owned subsidiary of DPCM Capital, Inc. As a result of the Transaction, DPCM Capital and D-Wave Systems Inc. will become subsidiaries of D-Wave Quantum Inc.

DPCM

DPCM is a blank check company incorporated on March 24, 2020 as a Delaware corporation and formed for the purpose of effecting an initial business combination with one or more target businesses.

The Public Shares, Public Units and Public Warrants are traded on the NYSE under the ticker symbols “XPOA,” “XPOA.U” and “XPOA.WS,” respectively. D-Wave Quantum has applied to list the D-Wave Quantum Common Shares and D-Wave Quantum Warrants on the NYSE under the proposed symbols “QBTS” and “QBTS.WS,” respectively, upon the consummation of the Transaction.

The mailing address of our principal executive office is 382 NE 191 Street, #24148, Miami, FL 33179.

D-Wave

D-Wave is a leader in the development and delivery of quantum computing systems, software and services, and is the world’s first commercial supplier of quantum computers—and the only company developing both annealing quantum computers and gate-model quantum computers. Its mission is to unlock the power of quantum computing today to benefit business and society. D-Wave does this by delivering customer value with practical quantum applications for problems as diverse as logistics, artificial intelligence, materials sciences, drug discovery, scheduling, cybersecurity, fault detection, and financial modeling. D-Wave’s systems are being used by some of the world’s most advanced organizations, including NEC Corporation, Volkswagen, DENSO, Lockheed Martin, Forschungszentrum Jülich, University of Southern California, and Los Alamos National Laboratory. With headquarters and the Quantum Engineering Center of Excellence based near Vancouver, Canada, D-Wave’s U.S. operations are based in Palo Alto, California. D-Wave has a blue-chip investor base that includes PSP Investments, Goldman Sachs, BDC Capital, NEC Corp., Aegis Group Partners, and In-Q-Tel.

Following the Transaction, D-Wave will become an indirect subsidiary of D-Wave Quantum.

The mailing address of D-Wave’s principal office is 3033 Beta Avenue, Burnaby, British Columbia, V5G 4M9 Canada.

 

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The Transaction

General

On February 7, 2022, DPCM entered into the Transaction Agreement with D-Wave Quantum, Merger Sub, CallCo, ExchangeCo and D-Wave. Pursuant to the Transaction Agreement and in connection therewith, among other things and subject to the terms and conditions contained therein:

 

   

On the Closing Date, Merger Sub will merge with and into DPCM, as a result of which DPCM will become a direct, wholly-owned subsidiary of D-Wave Quantum, with the stockholders of DPCM receiving D-Wave Quantum Common Shares;

 

   

Immediately following the DPCM Merger, the parties will proceed to effect the Arrangement on the terms and subject to the conditions set forth in the Plan of Arrangement and the Transaction Agreement or made at the direction of the Court in accordance with the Interim Order or the Final Order (as defined below), in each such case, with the prior written consent of DPCM and D-Wave, each such consent not to be unreasonably withheld, conditioned or delayed. Pursuant to the Plan of Arrangement, (i) CallCo will acquire a portion of the issued and outstanding D-Wave Shares from certain holders in exchange for D-Wave Quantum Common Shares in the D-Wave Quantum Share Exchange, (ii) CallCo will contribute such D-Wave Shares to ExchangeCo in exchange for ExchangeCo Common Shares, (iii) following the D-Wave Quantum Exchange, ExchangeCo will acquire the remaining issued and outstanding D-Wave Shares from the remaining holders of D-Wave Shares in exchange for Exchangeable Shares and (iv) as a result of the foregoing, D-Wave will become a wholly-owned subsidiary of ExchangeCo. The holders of the Exchangeable Shares will have certain rights as specified in the Exchangeable Share Support Agreement and the Voting and Exchange Trust Agreement, including the right to exchange Exchangeable Shares for D-Wave Quantum Common Shares, subject to the terms and conditions of the Exchangeable Shares (the “Arrangement”);

 

   

Concurrently with the execution of the Transaction Agreement, the Sponsor, DPCM, D-Wave Quantum and D-Wave entered into a Sponsor Support Agreement, pursuant to which, among other things, the Sponsor agreed to (i) vote in favor of the Transaction Agreement and the Transaction, (ii) a certain number of D-Wave Quantum Common shares becoming subject to certain vesting conditions immediately prior to, and contingent upon, the Closing, (iii) reimburse or otherwise compensate DPCM for an aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable (and not otherwise expressly allocated to D-Wave or any of its subsidiaries (each a “Group Company”) or any holder of D-Wave Shares, D-Wave Options or D-Wave Warrants pursuant to the terms of the Transaction Agreement or any ancillary document), whether or not due, by DPCM, ExchangeCo, D-Wave Quantum, Merger Sub or CallCo (together, the “DPCM Parties”) in connection with the negotiation, preparation or execution of the Transaction Agreement or any ancillary documents, the performance of its covenants or agreements in the Transaction Agreement or any ancillary document or the consummation of the Transaction, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of any DPCM Party and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to any DPCM Party pursuant to the Transaction Agreement or any ancillary document (“DPCM Expenses”) in excess of the sum of (a) $35,000,000 plus (b) an amount up to $100,000 to the extent paid by DPCM to the PIPE Financing placement agents in connection with the PIPE Financing plus (c) an amount equal to any fees payable by DPCM to the PIPE Financing placement agents in connection with the Additional PIPE Financing, if applicable and (iv) the forfeiture of certain shares of DPCM Class B Common Stock;

 

   

On June 16, 2022, the Sponsor, DPCM, D-Wave Quantum and D-Wave entered into an Amended and Restated Sponsor Agreement, pursuant to which, among other things, the Sponsor agreed to (i) vote in favor of the Transaction Agreement and the Transaction, (ii) reimburse or otherwise compensate DPCM for an aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of, or otherwise

 

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payable (and not otherwise expressly allocated to D-Wave or any of its subsidiaries (each a “Group Company”) or any holder of D-Wave Shares, D-Wave Options or D-Wave Warrants pursuant to the terms of the Transaction Agreement or any ancillary document), whether or not due, by DPCM, ExchangeCo, D-Wave Quantum, Merger Sub or CallCo (together, the “DPCM Parties”) in connection with the negotiation, preparation or execution of the Transaction Agreement or any ancillary documents, the performance of its covenants or agreements in the Transaction Agreement or any ancillary document or the consummation of the Transaction, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of any DPCM Party and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to any DPCM Party pursuant to the Transaction Agreement or any ancillary document (“DPCM Expenses”) in excess of the sum of $6,750,000 and (iii) the forfeiture of 4,484,425 shares of DPCM Class B Common Stock. Pursuant to the Amended and Restated Sponsor Support Agreement, D-Wave may allocate up to 3,287,762 D-Wave Quantum Common Shares if D-Wave determines, in its sole discretion following consultation with DPCM, that such allocation would be advisable in connection with the consummation of the Transaction. D-Wave has not discussed allocating such shares to any person and has not identified any person that it might allocate such shares to. However, if prior to consummation of the Transaction, an opportunity arises to sell the shares to a potential investor in a private placement, and D-Wave believes that such a sale would provide D-Wave Quantum with additional liquidity after the consummation of the Transaction and would otherwise be in the best interest of D-Wave Quantum, D-Wave wishes to reserve the right to do so following consultation with DPCM;

 

   

Concurrently with the execution of the Transaction Agreement, certain D-Wave Shareholders entered into a Transaction Support Agreement with DPCM and D-Wave (each such D-Wave Shareholder, a “Supporting D-Wave Shareholder”), pursuant to which each such Supporting D-Wave Shareholder agreed to, among other things, support and vote in favor of the special resolution of the D-Wave Shareholders and holders of the D-Wave Options in respect of the Arrangement to be considered at the meeting of the D-Wave Shareholders (the “D-Wave Arrangement Resolution”);

 

   

Concurrently with the execution of the Transaction Agreement, the PIPE Investors entered into subscription agreements (the “PIPE Subscription Agreements”), pursuant to which, among other things, each PIPE Investor subscribed to and agreed to purchase on the Closing Date, and D-Wave Quantum agreed to issue and sell to each such PIPE Investor on the Closing Date, the number of D-Wave Quantum Common Shares equal to the purchase price set forth therein, divided by $10.00 and multiplied by an amount equal to the Exchange Ratio, in each case, on the terms and subject to the conditions set forth therein;

 

   

On June 16, 2022, DPCM, D-Wave Quantum, Merger Sub, CallCo, ExchangeCo and D-Wave entered into an Amendment to the Transaction Agreement, pursuant to which, the amount of Permitted DPCM Expenses was reduced to $7,000,000;

 

   

Also on June 16, 2022, D-Wave agreed to waive the minimum cash condition in the Transaction Agreement of Aggregate Transaction Proceeds being equal to or greater than $115,000,000, subject to Aggregate Transaction Proceeds being equal to or greater than $30,000,000; and

 

   

At the Closing, D-Wave Quantum, Sponsor, the other holders of DPCM Class B Common Stock and each shareholder of D-Wave (each, a “D-Wave Shareholder”) party thereto will, pursuant to the Plan of Arrangement, become parties to a registration rights and lock-up agreement (the “Registration Rights and Lock-Up Agreement”), pursuant to which, among other things, each of Sponsor, the other holders of DPCM Class B Common Stock and D-Wave Shareholders (a) will agree not to effect any sale or distribution of certain equity securities of D-Wave Quantum held by any of them during the lock-up period described therein and (b) will be granted certain registration rights with respect to their respective D-Wave Quantum Common Shares, in each case, on the terms and subject to the conditions set forth therein.

Unlike most other business combinations with special purpose acquisition companies, the Transaction is structured to provide holders of DPCM Class A Common Stock that do not redeem their shares with a pro rata right to an additional 5,000,000 D-Wave Quantum Common Shares.

 

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In order to complete the Arrangement, in accordance with applicable laws and the interim order of the Supreme Court of British Columbia made pursuant to Section 291 of the Business Corporations Act (British Columbia) (the “BCBCA”), in a form acceptable to D-Wave and DPCM, each acting reasonably (the “Interim Order”), the D-Wave Arrangement Resolution shall have been approved by at least (i) two-thirds of the votes cast by D-Wave Shareholders, in person or by proxy at the D-Wave Shareholders Meeting, and (ii) two-thirds of the votes cast by the D-Wave Shareholders and the holders of D-Wave Options, voting together as a single class, in person or by proxy at the D-Wave Shareholders Meeting, including any adjournment or postponement thereof in accordance with the terms of the Transaction Agreement, that is to be convened as provided by the Interim Order to consider, and if deemed advisable approve, the D-Wave Arrangement Resolution (the “D-Wave Shareholders Meeting”).

Consideration in the Transaction

At the Effective Time, each issued and outstanding share of DPCM Class A Common Stock (other than any Excluded Shares and after giving effect to the DPCM Stockholder Redemption) will be automatically converted into and exchanged for the right to receive from the depositary, for each share of DPCM Class A Common Stock, a number of D-Wave Quantum Common Shares equal to the Exchange Ratio, following which each share of DPCM Class A Common Stock will no longer be outstanding and will automatically be canceled and will cease to exist by virtue of the DPCM Merger and each former holder of DPCM Class A Common Stock will thereafter cease to have any rights with respect to the share of DPCM Class A Common Stock.

At the Effective Time, each issued and outstanding share of DPCM Class B Common Stock (other than any Excluded Shares and after giving effect to the DPCM Stockholder Redemption) will be automatically converted into and exchanged for the right to receive from the depositary, one D-Wave Quantum Common Share, following which each share of DPCM Class B Common Stock will no longer be outstanding and will automatically be canceled and will cease to exist by virtue of the DPCM Merger and each former holder of DPCM Class B Common Stock will thereafter cease to have any rights with respect to the shares of DPCM Class B Common Stock, except as provided in the Transaction Agreement or by applicable law.

Immediately following the consummation of the DPCM Merger (the “Arrangement Effective Time”), pursuant to the Plan of Arrangement, each outstanding D-Wave Share will be automatically converted into and exchanged for the right to receive a number of D-Wave Quantum Common Shares or Exchangeable Shares (the “Consideration Shares”) equal to, in the aggregate, (a) (i) the Adjusted Equity Value divided by (ii) $10.00, divided by (b) the sum of (without duplication) (i) the aggregate number of common shares of D-Wave (“D-Wave Common Shares”) issued and outstanding immediately prior to the Effective Time determined on an as converted basis (including, for the avoidance of doubt, the number of D-Wave Common Shares issuable upon conversion of the D-Wave Preferred Shares, other than the Class B3 Preferred Shares in the capital of D-Wave, based on the then applicable conversion ratio or conversion price thereof), (ii) the aggregate number of D-Wave Common Shares issuable upon exercise of all D-Wave Options, whether vested or unvested, and (iii) the aggregate number of D-Wave Common Shares issuable upon the exercise of all D-Wave Warrants, whether vested or unvested (the “Per Share D-Wave Stock Consideration”); provided that with respect to the Class B3 Preferred Shares in the capital of D-Wave, “Per Share D-Wave Stock Consideration” means zero Consideration Shares.

Unlike most other business combinations with special purpose acquisition companies, the Transaction is structured to provide holders of DPCM Class A Common Stock that do not redeem their shares with a pro rata right to a pool of an additional 5,000,000 D-Wave Quantum Common Shares. None of the holders of the DPCM Class B Common Stock will get the benefit of the additional shares. The holders of DPCM Class A Common Stock that do not elect to redeem their shares in connection with the Transaction will receive a number of D-Wave Quantum Common Shares for each share of DPCM Class A Common Stock equal to the Exchange Ratio between 1.1666667 (assuming the No Redemption Scenario) and 1.4541326 (if redemptions are equal to or greater than approximately 63.3%). In no event will the Exchange Ratio exceed 1.4541326, which is the

 

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Exchange Ratio that would result from redemptions of approximately 63.3% by the stockholders of DPCM. See “The Transaction Agreement and Related Agreements—Conversion of Shares.”

Conditions to Closing of the Transaction

The Transaction Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others:

 

   

the D-Wave Arrangement Resolution shall have been approved by at least (i) two-thirds of the votes cast by D-Wave Shareholders, in person or by proxy at the D-Wave Shareholders Meeting, and (ii) two-thirds of the votes cast by the D-Wave Shareholders and the holders of D-Wave Options, voting together as a single class, in person or by proxy at the D-Wave Shareholders Meeting, as may be varied in accordance with the Interim Order;

 

   

the Interim Order and the final order of the Supreme Court of British Columbia pursuant to Section 291 of the BCBCA, in a form acceptable to D-Wave and DPCM, each acting reasonably, approving the Arrangement (the “Final Order”) shall have been obtained on terms consistent with the Transaction Agreement and shall not have been set aside or modified in a manner unacceptable to either DPCM or D-Wave, each acting reasonably, on appeal or otherwise;

 

   

D-Wave Quantum has notified the Minister of Innovation, Science and Industry of the Transaction (the “Minister”) and (i) the Minister has not sent to D-Wave Quantum a notice under subsection 25.2(1) of the Investment Canada Act (Canada) (the “Investment Canada Act”) within the prescribed time period and the Governor in Council has not made an order under subsection 25.3(1) of the Investment Canada Act in respect of the Transaction within the prescribed time period; (ii) if such a notice has been sent or such an order has been made, D-Wave Quantum has subsequently received (A) a notice under paragraph 25.2(4)(a) of the Investment Canada Act indicating that a review of the Transaction on grounds of national security will not be commenced, (B) a notice under paragraph 25.3(6)(b) of the Investment Canada Act indicating that no further action will be taken in respect of the Transaction, or (C) a copy of an order under paragraph 25.4(1)(b) authorizing the Transaction; or (iii) if the Minister determines that a notification is not required under sections 11 and 12 of the Investment Canada Act then 45 days have passed after notifying the Minister of the Transaction (the “Investment Canada Act Approval”);

 

   

no order or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the Transaction shall be in effect;

 

   

this Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to this Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending;

 

   

DPCM shall have obtained the approval of each Transaction Agreement Proposal by the affirmative vote of the holders of the requisite number of shares of DPCM Common Stock entitled to vote thereon, whether in person or by proxy at the Special Meeting in accordance with the Governing Documents of DPCM and applicable law;

 

   

after giving effect to the Transaction (including the PIPE Financing), DPCM shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time. receipt of approval for listing on the New York Stock Exchange the shares of DPCM Class A Common Stock to be issued in connection with the closing subject only to official notice of issuance; and

 

   

the D-Wave Quantum Common Shares to be issued pursuant to the Transaction shall have been approved for listing on NYSE.

 

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Related Agreements

PIPE Subscription Agreements

Concurrently with the execution of the Transaction Agreement, the PIPE Investors entered into the PIPE Subscription Agreements pursuant to which, among other things, each PIPE Investor agreed to subscribe for and purchase on the Closing Date, and D-Wave Quantum will agree to issue and sell to each such PIPE Investor on the Closing Date, the number of D-Wave Quantum Common Shares equal to the purchase price set forth therein, divided by $10.00 and multiplied by the Exchange Ratio (resulting in a cost basis of approximately $8.57 and $6.88 per D-Wave Quantum Common Share in each of the No Redemption Scenario and the Maximum Redemption Scenario, respectively, or if redemptions are equal to or greater than approximately 63.3%), in each case, on the terms and subject to the conditions set forth therein. See “Proposal No. 1—The Transaction Proposal — Related Agreements —PIPE Financing.”

Sponsor Support Agreement

Concurrently with the execution of the Transaction Agreement, Sponsor, DPCM, D-Wave Quantum and D-Wave entered into the Sponsor Support Agreement, pursuant to which, among other things:

 

   

Sponsor has agreed to vote in favor and support of the Transaction Agreement and the Transaction including (i) the approval, consent, ratification and adoption of the Transaction Agreement Proposals (as defined below) and the Transaction and (ii) all other matters or resolutions that could be expected to facilitate the Transaction;

 

   

Sponsor has agreed that, following the Closing, 1,813,125 D-Wave Quantum Common Shares beneficially owned by Sponsor will be subject to an “earn out” pursuant to which such shares shall be forfeited by Sponsor on the fifth anniversary of the Closing unless, prior thereto, the closing price of the D-Wave Quantum Common Shares equals or exceeds an amount equal to (x)(1) $10.00 divided by (2) the Exchange Ratio multiplied by (y) 1.2 for any twenty (20) trading days within any consecutive thirty (30) trading day period;

 

   

Sponsor has agreed that, immediately prior to the Closing, Sponsor will irrevocably forfeit and surrender the 1,196,663 Forfeited Shares to DPCM for no consideration as a contribution to the capital of DPCM;

 

   

Sponsor has agreed that, in the event Aggregate Transaction Proceeds shall be equal to or less than $130,000,000 as of the redemption deadline for the DPCM Stockholder Redemption based on elections by holders of DPCM Class A Common Stock to redeem as of such date and a good faith estimate of DPCM Expenses that are unpaid as of immediately prior to the Closing (“Unpaid DPCM Expenses”) and other amounts through Closing, D-Wave shall be entitled to cause Sponsor to transfer the 906,563 shares of DPCM Class B Common Stock to DPCM or other DPCM Stockholders, as directed by D-Wave;

 

   

If, immediately prior to the Closing, DPCM Expenses shall exceed Permitted DPCM Expenses, Sponsor will, at its election, either (i) reimburse DPCM an amount equal to such excess or (ii) irrevocably forfeit and surrender a number of Sponsor Shares, equal to (x) the amount of such excess divided by (y) (1) $10.00 divided by (2) the Exchange Ratio, to DPCM for no consideration as a contribution to the capital of DPCM; and

 

   

Sponsor will cause there to be no conversions of shares of DPCM Class B Common Stock such that there are an aggregate of 7,500,000 shares of DPCM Class B Common Stock outstanding as of the Closing and, to the extent any such conversions nevertheless occur, Sponsor will transfer and/or forfeit DPCM Class B Common Stock in a manner that results in the other DPCM Stockholders and the D-Wave Shareholders being in the same position economically and otherwise as they would have been in, immediately following the Closing, had such conversions not occurred.

 

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On June 16, 2022, Sponsor, DPCM, D-Wave Quantum and D-Wave entered into the Amended and Restated Sponsor Support Agreement, pursuant to which, among other things:

 

   

Sponsor has agreed to vote in favor and support of the Transaction Agreement and the Transaction including (i) the approval, consent, ratification and adoption of the Transaction Agreement Proposals (as defined below) and the Transaction and (ii) all other matters or resolutions that could be expected to facilitate the Transaction;

 

   

Sponsor has agreed that, immediately prior to the Closing, Sponsor will irrevocably forfeit and surrender the 4,484,425 Forfeited Shares to DPCM for no consideration as a contribution to the capital of DPCM;

 

   

D-Wave may allocate up to 3,287,762 D-Wave Quantum Common Shares if D-Wave determines, in its sole discretion following consultation with DPCM, that such allocation would be advisable in connection with the consummation of the Transaction. D-Wave has not discussed allocating such shares to any person and has not identified any person that it might allocate such shares to. However, if prior to consummation of the Transaction, an opportunity arises to sell the shares to a potential investor in a private placement, and D-Wave believes that such a sale would provide D-Wave Quantum with additional liquidity after the consummation of the Transaction and would otherwise be in the best interest of D-Wave Quantum, D-Wave wishes to reserve the right to do so following consultation with DPCM;

 

   

If, immediately prior to the Closing, DPCM Expenses exceed $6,750,000, Sponsor will reimburse DPCM an amount equal to such excess; provided, if Sponsor fails to timely reimburse DPCM an amount equal to such excess, D-Wave may, at its sole discretion, require Sponsor to irrevocably forfeit and surrender all of the shares of DPCM Class B Common Stock held by Sponsor; and

 

   

Sponsor will cause there to be no conversions of shares of DPCM Class B Common Stock such that, ignoring the forfeiture of the Forfeited Shares, there are an aggregate of 7,500,000 shares of DPCM Class B Common Stock outstanding as of the Closing and, to the extent any such conversions nevertheless occur, Sponsor will transfer and/or forfeit DPCM Class B Common Stock in a manner that results in the other DPCM Stockholders and the D-Wave Shareholders being in the same position economically and otherwise as they would have been in, immediately following the Closing, had such conversions not occurred.

Transaction Support Agreement

On February 7, 2022, concurrently with the execution of the Transaction Agreement, DPCM and D-Wave entered into a Transaction Support Agreement with each of the Supporting D-Wave Shareholders, pursuant to which, among other things, such Supporting D-Wave Shareholders have agreed to (a) vote their D-Wave Shares in support and favor of the D-Wave Arrangement Resolution and (b) vote in favor and support all other matters or resolutions that could reasonably be expected to facilitate the Transaction. In addition, the Supporting D-Wave Shareholders have agreed to terminate the Shareholder Agreement, dated as of April 14, 2020 (as amended), the Investor Rights Agreement, dated as of April 14, 2020 (as amended) and any rights under any letter agreement providing for redemption rights, put rights, purchase rights or other similar rights not generally available to the D-Wave Shareholders.

Registration Rights and Lock-Up Agreement

At the Closing, D-Wave Quantum, Sponsor, the other holders of DPCM Class B Common Stock and each D-Wave Shareholder (such stockholders, the “Registration Rights Holders”) will, pursuant to the Plan of Arrangement, become parties to the Registration Rights and Lock-Up Agreement, pursuant to which, among other things, D-Wave Quantum will be obligated to file a registration statement to register the resale of certain equity securities of D-Wave Quantum held by the Registration Rights Holders. The Registration Rights and Lock-Up Agreement will also provide the Registration Rights Holders with demand registration rights and “piggy-back” registration rights, in each case, subject to certain requirements and customary conditions. Subject to certain exceptions, the Registration Rights and Lock-Up Agreement further provides for the securities of D-Wave Quantum held by the Registration Rights Holders to be locked-up for a period of time as set forth below.

 

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D-Wave Lock-up Period. The D-Wave Lock-Up Period will apply to the shareholders of D-Wave who will receive D-Wave Quantum Common Shares or Exchangeable Shares pursuant to the Transaction Agreement and refers to the period ending on the earlier of (A) six (6) months following the Closing and (B) the date on which (x) the last reported sale price of the D-Wave Quantum Common Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing after the ninetieth (90th) day following the Closing or (y) the completion by D-Wave of a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of D-Wave’s public shareholders having the right to exchange their D-Wave Quantum Common Shares for cash, securities or other property.

Founder Lock-up Period. The Founder Lock-Up Period will apply to the holders of shares of DPCM Class B Common Stock who will receive D-Wave Quantum Common Shares pursuant to the Transaction Agreement and refers to (i) with respect to the Founder Shares, the period ending on the earlier of (A) one (1) year following the Closing and (B) the date on which (x) the last reported sale price of the D-Wave Quantum Common Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing after the one hundred and fiftieth (150th) day following the Closing, or (y) the completion by D-Wave of a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of D-Wave’s public shareholders having the right to exchange their D-Wave Quantum Common Shares for cash, securities or other property, and (ii) with respect to the Private Warrants, thirty (30) days after the Closing.

The Lincoln Park Transactions

On June 16, 2022, D-Wave Quantum, D-Wave and DPCM entered into the Purchase Agreement with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from D-Wave Quantum, at the option of D-Wave Quantum, up to $150,000,000 of D-Wave Quantum Common Shares from time to time over a 36-month period following the Commencement Date (as defined below). The Purchase Agreement is subject to certain limitations including but not limited to, the filing and effectiveness of the Lincoln Park Registration Statement. In connection with the Purchase Agreement, D-Wave Quantum, D-Wave and DPCM also entered into a Registration Rights Agreement (the “Lincoln Park Registration Rights Agreement”) with Lincoln Park, pursuant to which D-Wave Quantum has agreed to file the Lincoln Park Registration Statement with the SEC within thirty (30) days following the Closing. See “Proposal No. 1—The Transaction Proposal—Related Agreements—The Lincoln Park Transactions.

Exchangeable Share Support Agreement

In connection with the Plan of Arrangement, D-Wave Quantum, CallCo and ExchangeCo will execute the Exchangeable Share Support Agreement which, among other things, will provide D-Wave Quantum and CallCo, in addition to the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares (including, without limitation, the Retraction Call Right (as defined below)), the right to purchase Exchangeable Shares from the holders thereof (other than D-Wave Quantum and its affiliates) upon the occurrence of certain events, as specified in the Exchangeable Share Support Agreement. Further, the Exchangeable Share Support Agreement provides for the protection of the “economic equivalence” with respect to the D-Wave Quantum Common Shares and the Exchangeable Shares and for D-Wave Quantum to use its commercially reasonable efforts to effect the registration of the D-Wave Quantum Common Shares issued upon the exchange of Exchangeable Shares. Please see the section titled “Description of Exchangeable Shares and Related Agreement – Exchangeable Share Support Agreement.

 

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Voting and Exchange Trust Agreement

The purpose of the Voting and Exchange Trust Agreement is to create a trust for the benefit of the registered holders from time to time of Exchangeable Shares (other than D-Wave Quantum, CallCo or their respective affiliates) (the “Beneficiaries”). A trustee to be mutually chosen by D-Wave Quantum and D-Wave, acting reasonably, to act as trustee under the Voting and Exchange Trust Agreement and any successor trustee appointed under the Voting and Exchange Trust Agreement (the “Trustee”) will hold the Special Voting Share (as defined below) in order to enable the Trustee to exercise the voting rights attached to the Exchangeable Shares. Holders of Exchangeable Shares can direct the Trustee as to how to vote their Exchangeable Shares on an as-converted to D-Wave Quantum Common Shares basis. The Trustee will hold the Exchange Right and the Automatic Exchange Right (both as defined below) in order to enable the Trustee to exercise or enforce such rights, in each case as trustee for and on behalf of the Beneficiaries. Please see the section titled “Description of Exchangeable Shares and Related Agreement – Voting and Exchange Trust Agreement.

Organizational Structure

The diagrams below depict simplified versions of the current organizational structures of DPCM and D-Wave, respectively.

DPCM (Current Structure)

 

LOGO

 

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D-Wave (Current Structure)

 

LOGO

Post-Transaction Structure

The diagram below depicts a simplified version of D-Wave Quantum’s organizational structure immediately following the completion of the Transaction.

 

LOGO

Impact of the Transaction on D-Wave Quantum’s Public Float

It is anticipated that, upon the consummation of the Transaction:

 

   

the Sponsor and the other Initial Stockholders will obtain ownership interests of approximately 1.9% and 0.2%, respectively, in D-Wave Quantum;

 

   

DPCM’s Public Stockholders will obtain an ownership interest of approximately 24.2% in D-Wave Quantum;

 

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PIPE Investors will own approximately 3.2% of D-Wave Quantum; and

 

   

the current D-Wave Equityholders will obtain an ownership interest of approximately 70.5% of D-Wave Quantum.

These levels of ownership interest:

 

   

exclude the impact of the D-Wave Quantum Common Shares underlying the D-Wave Quantum Warrants following the consummation of the Transaction;

 

   

assume that no Public Stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in Trust Account;

 

   

assume that all Exchangeable Shares have been exchanged for D-Wave Quantum Common Shares;

 

   

exclude the impact of the D-Wave Options that are outstanding as of April 30, 2022 and will remain outstanding in accordance with their terms and exercisable for D-Wave Quantum Common Shares following consummation of the Transaction (it being understood that as the outstanding D-Wave Options vest in accordance with their respective terms);

 

   

exclude the impact of the D-Wave Warrants that are outstanding as of April 30, 2022 (it being understood that as the outstanding D-Wave Warrants vest in accordance with their respective terms);

 

   

exclude the 4,484,425 Forfeited Shares in accordance with the Amended and Restated Sponsor Support Agreement;

 

   

excludes Commitment Shares issuable to Lincoln Park pursuant to the Purchase Agreement;

 

   

excludes the up to 3,287,762 D-Wave Quantum Common Shares that D-Wave may allocate in connection with the consummation of the Transaction pursuant to the Amended and Restated Sponsor Support Agreement;

 

   

assume that no shares are issued pursuant to the 2022 Equity Incentive Plan (the “2022 Plan”); and

 

   

assume that no shares are issued pursuant to the Employee Stock Purchase Plan. See the sections titled “Unaudited Pro Forma Combined Financial Information,” “Proposal No. 2—The Equity Incentive Plan Proposal” and “Proposal No. 3—The Employee Stock Purchase Plan Proposal” of this proxy statement/prospectus for additional information.

In addition, the following table, based on the outstanding equity as of April 30, illustrates varying beneficial ownership levels in D-Wave Quantum, assuming the No Redemption Scenario and the maximum redemptions by DPCM’s Public Stockholders that could occur, in each case assuming that all Exchangeable Shares have been exchanged for D-Wave Quantum Common Shares (but excluding potential dilution from Public Warrants and Private Warrants):

 

     No Redemptions(1)     Maximum
Redemption Scenario(2)
 
Pro Forma Ownership    Number of
Shares of
D-Wave Quantum

Common Shares
     % of O/S     Number of
Shares of
D-Wave Quantum

Common Shares
     % of O/S  

DPCM Public Stockholders

     35,000,000        24.2     0        0.0

Sponsor(3)

     2,768,075        1.9     2,768,075        2.5

Additional Holders of DPCM Class B Common Stock

     247,500        0.2     247,500        0.2

PIPE Investors(4)

     4,666,667        3.2     5,816,530        5.3

Current D-Wave Equityholders(5)

     101,898,657        70.5     100,912,529        92.0
  

 

 

    

 

 

   

 

 

    

 

 

 

Total Shares Outstanding(6)(7)(8)

     144,580,899        100.0     109,744,634        100.0

 

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(1)

Assumes that no shares of DPCM Class A Common Stock are redeemed.

(2)

Assumes redemptions of all 30,000,000 shares of DPCM Class A Common Stock.

(3)

Share amounts exclude the 4,484,425 Forfeited Shares in accordance with the Amended and Restated Sponsor Support Agreement.

(4)

Assumes the PIPE Financing is consummated in accordance with its terms for $40.0 million with (i) 4,666,667 D-Wave Quantum Common Shares issued to the PIPE Investors assuming no shares of DPCM Class A Common Stock are redeemed as described in note (1) above and (ii) 5,816,530 D-Wave Quantum Common Shares issued to the PIPE Investors assuming redemptions of all 30,000,000 shares of DPCM Class A Common Stock as described in note (2) above. Includes D-Wave Quantum Common Shares purchased by Current D-Wave Equityholders and affiliates of the Sponsor in the PIPE Financing.

(5)

Excludes (i) D-Wave Quantum Common Shares issuable upon the exercise of D-Wave Options (vested and unvested) after giving effect to the Plan of Arrangement and (ii) D-Wave Quantum Common Shares issuable upon the exercise of D-Wave Warrants (vested and unvested). D-Wave Options and D-Wave Warrants do not represent legally outstanding D-Wave Quantum Common Shares at Closing.

(6)

Excludes remaining shares available for issuance pursuant to any existing or successor equity incentive plan.

(7)

Excludes Commitment Shares issuable to Lincoln Park pursuant to the Purchase Agreement.

(8)

Excludes the up to 3,287,762 D-Wave Quantum Common Shares that D-Wave may allocate in connection with the consummation of the Transaction pursuant to the Amended and Restated Sponsor Support Agreement.

We paid UBS, the underwriter in the DPCM IPO, an underwriting discount of $0.20 per unit offered or $6 million in the aggregate, and agreed to pay them deferred underwriting commissions of $0.35 per unit offered, or $10.5 million in the aggregate, upon the consummation of our initial business combination. These fees were fully earned at the time that the DPCM IPO was consummated. However, on June 15, 2022, UBS agreed to waive its entitlement to the deferred underwriting commission of $10,500,000 to which it became entitled upon completion of the DPCM IPO pursuant to the underwriting agreement between DPCM and UBS, dated as of October 20, 2020 (the “Underwriting Agreement”), subject to the completion of the Transaction. UBS did not provide a reason for its waiver of the deferred underwriting commission and we do not know why it waived the deferred underwriting commission.

Resignation of Financial and Capital Markets Advisors

On May 13, 2022, each of Morgan Stanley and Citi resigned from its role as financial advisor to D-Wave and capital markets advisor to DPCM, respectively, and from its role as co-placement agent for a portion of the PIPE Financing. On May 20, 2022, UBS resigned from its role as capital markets advisor to DPCM.

According to Morgan Stanley’s engagement letter with D-Wave (the “Morgan Stanley Engagement Letter”), Morgan Stanley agreed to provide D-Wave with financial advice and assistance in connection with the Transaction, including, as appropriate, advice and assistance with respect to defining objectives, performing valuation analyses, and structuring, planning and negotiating the Transaction. According to Citi’s engagement letter with DPCM (the “Citi Engagement Letter”), Citi agreed to perform such advisory and investment banking services for DPCM in connection with the Transaction as are customary and appropriate in transactions of such type (including advice on the structure, negotiation strategy, valuation analyses, financial terms, investor meetings and presentations and other matters) that DPCM reasonably requested. According to UBS’ engagement letter with DPCM (the “UBS Engagement Letter”), UBS was to serve as non-exclusive capital markets adviser to DPCM, in which capacity it was authorized to contact existing shareholders of DPCM and other potential investors on a non-reliance basis on behalf of DPCM, and to share with such persons information approved by DPCM expressly for such purpose regarding the Transaction. According to Morgan Stanley’s and Citi’s co-placement agent engagement letter with DPCM (the “Placement Agent Engagement Letter”), each of Morgan Stanley and Citi agreed to identify and contact prospective PIPE Investors, advise DPCM as to the strategy and

 

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tactics of negotiations with such prospective PIPE Investors and participate in such negotiations, advise DPCM as to the timing, structure and pricing of the PIPE Financing and provide such other investment banking services as are customary for similar transactions and as may from time to time be agreed upon by Morgan Stanley, Citi and DPCM.

None of Morgan Stanley, Citi or UBS communicated to D-Wave or DPCM, and neither D-Wave nor DPCM are aware, that the resignations were the result of any dispute or disagreement with D-Wave or DPCM, including any disagreement relating to the disclosure in the registration statement of which this proxy statement/prospectus forms a part, the scope of their respective engagements or their ability to complete such engagements, or any matter relating to D-Wave’s or DPCM’s operations, prospects, policies, procedures or practices. In connection with such resignations, Morgan Stanley waived its entitlement to $12,000,000 of fees payable upon completion of the Transaction, and Citi waived its entitlement to $10,000,000 of fees payable upon completion of the Transaction. Additionally, each of Citi and Morgan Stanley waived their respective entitlements to placement fees equal to 2.00% (for a total of 4.00%) of the gross proceeds received by DPCM or D-Wave Quantum upon consummation of the PIPE Financing (excluding any proceeds from PIPE Investors identified by DPCM or D-Wave without the involvement of Citi or Morgan Stanley), which was contingent and payable upon consummation of the PIPE Financing. Accordingly, none of D-Wave Quantum, D-Wave or DPCM has paid to either of Morgan Stanley or Citi, and is not liable for, any fees, including any fees for services already rendered. Prior to their respective resignations, D-Wave had been negotiating with each Morgan Stanley and Citi to reduce the fees payable to Morgan Stanley or Citi, as applicable, upon completion of the Transaction. In addition, prior its resignation, D-Wave had been negotiating with UBS to reduce the underwriting commission payable to UBS upon completion of the Transaction, and on June 15, 2022, UBS agreed to waive its entitlement to the deferred underwriting commission of $10,500,000 to which it became entitled upon completion of the DPCM IPO, subject to the consummation of the Transaction. Accordingly, none of D-Wave Quantum, D-Wave or DPCM is liable for payment of the deferred underwriting commission of $10,500,000 to UBS. UBS was previously paid $6,000,000 of underwriter commission in connection with the DPCM IPO. Neither D-Wave nor DPCM expect to incur additional costs as a result of the resignations of each of Morgan Stanley, Citi and UBS and neither D-Wave nor DPCM believe that such resignations will affect the timing of the Transaction.

Each of Morgan Stanley, Citi and UBS claim no remaining role in the Transaction, declined to review the disclosure regarding its resignation and have disclaimed any responsibility for any portion of this proxy statement/prospectus or the registration statement of which this proxy statement/prospectus forms a part, despite having previously rendered services in connection with the Transaction. Each of Morgan Stanley, Citi and UBS’ resignation indicates that it does not want to be associated with the disclosure or the underlying business analysis related to the Transaction. As a result of such resignations, you should not place any reliance on the participation of Morgan Stanley, Citi or UBS prior to such resignations in the transactions contemplated by this proxy statement/prospectus.

DPCM continues to have customary obligations with respect to use of information and indemnification under the Citi Engagement Letter, the UBS Engagement Letter and the Underwriting Agreement and with respect to indemnification under the Placement Agent Engagement Letter, and D-Wave continues to have customary obligations with respect to use of information and indemnification pursuant to the Morgan Stanley Engagement Letter. In particular, as is customary, certain provisions of the Underwriting Agreement shall survive UBS’ waiver of the deferred underwriting commission. These provisions include the relevant clauses of the UBS’ standard terms and conditions, including DPCM’s obligation to indemnify and hold harmless UBS against any losses, claims, damages or liabilities, joint or several, to which UBS may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus (all as defined in the Underwriting Agreement), or any amendment or supplement thereto, any Issuer Free Writing Prospectus (as defined in the Underwriting Agreement), any “roadshow” as defined in Rule 433(h) under the Securities Act (a

 

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“roadshow”), any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Testing-the-Waters Communication (as defined in the Underwriting Agreement), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse UBS for any legal or other expenses reasonably incurred by UBS in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that DPCM is not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, in reliance upon and in conformity with written information furnished to DPCM by or on behalf of UBS expressly for use therein.

Additionally, certain provisions of the Morgan Stanley Engagement Letter survive Morgan Stanley’s resignation and the termination of the Morgan Stanley Engagement Letter. These provisions include the non-disclosure, jury trial waiver, governing law and venue provisions and the related indemnity agreement contained in and forming part of the Morgan Stanley Engagement Letter which will remain operative regardless of any termination of the Morgan Stanley Engagement Letter. In particular, the indemnity agreement in the Morgan Stanley Engagement Letter specifies D-Wave’s (i) obligation to indemnify and hold harmless Morgan Stanley and its affiliates and its and their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates from and against any losses, claims, damages or liabilities related to, arising out of or in connection with Morgan Stanley’s engagement under the Morgan Stanley Engagement Letter, and will reimburse each such person for all reasonable expenses (including fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding related to, arising out of or in connection with such engagement, whether or not pending or threatened and whether or not any such indemnified person is a party and (ii) agreement that no indemnified person specified in (i) will have any liability (whether direct or indirect, in contract or tort or otherwise) to D-Wave for or in connection with the Morgan Stanley’s engagement except for any such liability for losses, claims, damages or liabilities incurred by D-Wave that are finally judicially determined to have resulted from the bad faith or gross negligence of any indemnified person ((i) and (ii) together, the “Surviving Indemnity Obligations”).

Certain provisions of the Citi Engagement Letter survive Citi’s resignation and the termination of the Citi Engagement Letter. These provisions include the relevant clauses of Citi’s standard terms and conditions contained in the Citi Engagement Letter, including (i) that Citi will not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of any publicly available information and information in reports and other materials provided by others, including, without limitation, information provided by or on behalf of DPCM or D-Wave (the “Information Obligations”) and (ii) indemnification in favor of Citi similar to those provided in the Surviving Indemnity Obligations, and including, with respect to DPCM’s indemnity obligations to Citi for any losses, expenses, claims or proceedings related to or arising out of (A) the contents of oral or written information provided by DPCM, its affiliates and their respective employees or its other agents, which information either DPCM or Citi provides to any actual or potential buyers, sellers, investors or offerees, or (B) any other action or failure to act by DPCM, its affiliates and their respective employees or its other agents or by Citi or any indemnified party in accordance with and at DPCM’s request or with DPCM’s consent.

Additionally, certain provisions of the UBS Engagement Letter survive UBS’ resignation and the termination of the UBS Engagement Letter. These provisions include the treatment of confidential information and the related indemnity agreement incorporated by reference into the UBS Engagement Letter, pursuant to which DPCM agreed to provide UBS with indemnification in favor of UBS similar to the Surviving Indemnity Obligations.

 

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Additionally, certain provisions of the Placement Agent Engagement Letter shall survive each of Morgan Stanley’s and Citi’s resignations as co-placement agents and the termination of the Placement Agent Engagement Letter. These provisions include jury trial waiver, governing law and venue provisions and the related indemnity agreement contained in and forming part of the Placement Agent Engagement Letter which will remain operative regardless of any termination of the Placement Agent Engagement Letter, pursuant to which DPCM agreed to provide indemnification in favor of Morgan Stanley and Citi similar to the Surviving Indemnity Obligations.

In addition, each of the Morgan Stanley Engagement Letter, Citi Engagement Letter, UBS Engagement Letter, Placement Agent Engagement Letter and the Underwriting Agreement described above contains a contribution provision in the event the Surviving Indemnity Obligations (or such similar indemnity obligations) are unavailable or otherwise prohibited by law, however, the contribution obligations of each firm under each of the Morgan Stanley Engagement Letter, Citi Engagement Letter, UBS Engagement Letter and Placement Agent Engagement Letter are limited to the amount of compensation or fees actually paid to such party in respect of the engagement, and the contributions obligations of UBS under the Underwriting Agreement are limited to any amount in excess of the amount by which the total price at which the DPCM Units underwritten by UBS and distributed to the public were offered to the public exceeds the amount of any damages which UBS has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. As a result, none of Morgan Stanley, Citi or UBS has any further contribution liability under their respective engagement letters because they have each waived their rights to any fees in connection with their resignations. UBS, however, retains its contribution obligations under the Underwriting Agreement. Therefore, other than with respect to UBS contribution obligations under the Underwriting Agreement, as a result of such resignations, and in contrast to other transactions where the underwriters and financial advisors did not resign and waive rights to fees or deferred underwriting commissions, as the case may be, the potential financial liability of D-Wave and DPCM with respect to an indemnified loss where such indemnification is otherwise unavailable to the indemnified party may be higher under the respective agreements than it would have been had such underwriters and financial advisors not resigned and waived their rights to any fees or deferred underwriting commissions.

The DPCM Board has considered the potential impact of the resignations of each of Morgan Stanley, Citi and UBS on its assessment of the Transaction and does not view such resignations as significant because, at the time of their respective resignations, the services to be provided by each of Morgan Stanley, Citi and UBS were substantially complete, and UBS’ services in connection with the deferred underwriting commission were completed when the DPCM IPO was completed. Pursuant to the UBS Engagement Letter, UBS was appointed on February 7, 2022, simultaneously with DPCM’s entry into the Transaction Agreement and the PIPE Subscription Agreements, to provide ad hoc capital markets advisory services to DPCM on a go-forward basis and was not involved in the selection of the target or the negotiation of the Transaction or the PIPE Financing. Upon its engagement, UBS agreed to perform such role without requesting or receiving additional compensation from DPCM. While UBS’ agreement to provide capital markets advisory services was ongoing and would not have been completed until the consummation of the Transaction, DPCM did not materially engage with UBS or request any services prior to UBS’ resignation as capital markets advisor. The DPCM Board to this point had not relied on UBS in its role as capital markets advisor and does not believe UBS’ resignation will have a material adverse impact on DPCM’s ability to successfully consummate the Transaction. In addition, the DPCM Board did not receive an opinion from any of Morgan Stanley, Citi or UBS. The DPCM Board understands and considered that other financial advisory firms, including Morgan Stanley, Citi and UBS, have withdrawn or are seeking to withdraw from a number of similar pending transactions as part of a broader market reaction to potential regulatory uncertainty regarding special purpose acquisition companies. While the DPCM Board relied on the advice, analysis and work product of Citi in connection with the Transaction and the PIPE Financing, and both Citi and Morgan Stanley advised on materials reviewed by DPCM’s Board and management, such advice, analysis and work product had been completed prior to the resignations of each of Morgan Stanley, Citi and UBS (and prior to any communication of an intention to resign) and none of Morgan Stanley, Citi or UBS has retracted, modified or disclaimed reliance on such advice, analysis or work product. For these reasons, the

 

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DPCM Board has no reason to discount the advice, analysis or work product provided prior to the resignations of Morgan Stanley, Citi and UBS. The DPCM Board does not expect that the resignation of Morgan Stanley, Citi or UBS will have any significant impact on the Transaction other than reducing the amount of expenses associated with the Transaction and potentially adversely affecting investors’ perception of the Transaction. See the section titled “Proposal No. 1—The Transaction Proposal—Background of the Transaction,” the section titled “Proposal No. 1—The Transaction Proposal—The DPCM Board’s Reasons for the Approval of the Transaction” and the section titled “Risk Factors—Risks Related to DPCM, D-Wave Quantum and the Transaction—Each of Morgan Stanley, Citi and UBS has resigned from its advisory role in connection with the Transaction, and investors should not place any reliance on the fact that any of Morgan Stanley, Citi or UBS was involved with any aspect of the Transaction.

D-Wave Quantum’s Board of Directors

Following the closing, it is expected that the current CEO of D-Wave, Alan Baratz, will become the CEO of D-Wave Quantum, and D-Wave Quantum’s board of directors will consist of seven directors, which will be divided among the three classes as follows:

 

   

the Class I directors will be Alan Baratz and Eduard van Gelderen and their terms will expire at the annual meeting of stockholders to be held in 2023;

 

   

the Class II directors will be Emil Michael and Amy Cappellanti-Wolf and their terms term will expire at the annual meeting of stockholders to be held in 2024; and

 

   

the Class III directors will be Steven M. West, Michael Rogers and Roger Biscay and their terms will expire at the annual meeting of stockholders to be held in 2025.

See “Management of D-Wave Quantum.

Special Meeting of the Stockholders of DPCM

Date, Time and Place of Special Meeting

In light of public health concerns regarding the coronavirus (COVID-19) pandemic, the Special Meeting will be held via live webcast on             , 2022, at             Eastern time. The Special Meeting can be accessed by visiting             , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact Continental Stock Transfer and Trust Company, the transfer agent.

Proposals

At the Special Meeting, DPCM Stockholders will be asked to consider and vote on:

 

  1.

Transaction Proposal— A proposal to approve the Transaction Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby.

 

  2.

Equity Incentive Plan Proposal—A proposal to approve the 2022 Equity Incentive Plan, including the authorization of the initial share reserve under such plan.

 

  3.

Employee Stock Purchase Plan Proposal—A proposal to approve the Employee Stock Purchase Plan, including the authorization of the initial share reserve under such plan.

 

  4.

Adjournment Proposal— A proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Transaction Proposal, the Equity Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal.

 

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Voting Power; Record Date

Only DPCM Stockholders of record at the close of business on             , 2022, the record date for the Special Meeting, will be entitled to vote at the Special Meeting. Each DPCM Stockholder is entitled to one vote for each share of DPCM Common Stock that such stockholder owned as of the close of business on the record date. If a DPCM Stockholder’s shares are held in “street name” or are in a margin or similar account, such stockholder should contact its broker, bank or other nominee to ensure that votes related to the shares beneficially owned by such stockholder are properly counted. On the record date, DPCM expect that there will be 37,500,000 shares of DPCM Common Stock outstanding, of which 30,000,000 are Public Shares and 7,500,000 are Founder Shares held by the Initial Stockholders.

DPCM’s Initial Stockholders and its other officers and directors at the time of the DPCM IPO entered into a letter agreement (the “IPO Letter Agreement”) to vote their DPCM Class B Common Stock and any public shares purchased during or after the DPCM IPO, in favor of the Transaction Proposal. As of the date hereof, the Initial Stockholders own approximately 20% of the total outstanding shares of DPCM Common Stock.

Vote of DPCM’s Sponsor, Directors and Officers

DPCM entered into agreements with the Sponsor, directors and officers, pursuant to which each agreed to vote any shares of DPCM Common Stock owned by them in favor of an initial business combination. Pursuant to the Amended and Restated Sponsor Support Agreement, the Sponsor has agreed to vote any shares of DPCM Common Stock owned by them in favor of the proposals to be presented at the Special Meeting.

Quorum and Required Vote for Proposals at the Special Meeting

The presence, in person (which would include presence at the virtual Special Meeting) or by proxy, of stockholders holding a majority of the voting power of the outstanding shares entitled to vote at the Special Meeting constitutes a quorum at the Special Meeting.

The following votes are required for each proposal at the special meeting:

 

   

Transaction Proposal: The approval of the Transaction Proposal requires the affirmative vote of (i) a majority of the issued and outstanding shares of DPCM Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of DPCM Class A Common Stock, voting separately as a single series.

 

   

Equity Incentive Plan Proposal: The approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of DPCM Class A Common Stock and DPCM Class B Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting, voting as a single class.

 

   

Employee Stock Purchase Plan Proposal: The approval of the Employee Stock Purchase Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of DPCM Class A Common Stock and DPCM Class B Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting, voting as a single class.

 

   

Adjournment Proposal: The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of DPCM Class A Common Stock and DPCM Class B Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting, voting as a single class.

Under the Transaction Agreement, the approval of the Transaction Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are conditions to the consummation of the Transaction. The Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are conditioned on the approval of the Transaction Proposal. The Adjournment Proposal is not conditioned on, and therefore does not

 

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require the approval of, the Transaction Proposal to be effective. If our stockholders do not approve the Transaction Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal, the Transaction will not be consummated.

Recommendation of DPCM’s Board of Directors

Our Board believes that each of the Transaction Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal to be presented at the Special Meeting is in the best interests of DPCM and its stockholders and unanimously recommends that its stockholders vote “FOR” each of the proposals.

Interests of Certain Persons in the Transaction

Interests of DPCM Initial Stockholders and DPCM’s Other Current Officers and Directors

In considering the recommendation of the DPCM board of directors to vote in favor of the Transaction, DPCM Stockholders should be aware that aside from their interests as stockholders, the Sponsor and certain other members of the DPCM board of directors and officers have interests in the Transaction that are different from, or in addition to, those of other stockholders generally. The DPCM board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Transaction, and in recommending to DPCM Stockholders that they approve the Transaction. Stockholders should take these interests into account in deciding whether to approve the Transaction.

These interests include:

 

   

the fact that the Sponsor has waived its right to redeem any of the Founder Shares and public shares in connection with a stockholder vote to approve a proposed initial business combination;

 

   

the fact that the Sponsor paid an aggregate of $25,000 for the Founder Shares which will convert into approximately 2.8 million D-Wave Quantum Common Shares in accordance with the terms of the Transaction Agreement (giving effect to the forfeiture of the 4,484,425 Forfeited Shares) and such securities will have a significantly higher value at the time of the Transaction, estimated at approximately $             based on the closing price of $             per public share on the NYSE on             , 2022, which Founder Shares would become worthless if DPCM fails to complete an initial business combination by October 23, 2022. As a result of the nominal price paid for the Founder Shares, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other stockholders experience a negative rate of return following the consummation of the Transaction;

 

   

the fact that the Sponsor has agreed to waive (pursuant to the IPO Letter Agreement and for no further consideration) its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if DPCM fails to complete an initial business combination by October 23, 2022;

 

   

the fact that the Sponsor paid approximately $8,000,000 for 8,000,000 Private Warrants, with each such Private Warrant being exercisable at $11.50 for one share of DPCM Class A Common Stock; if DPCM does not consummate an initial business combination by October 23, 2022, then the proceeds from the sale of the Private Warrants will be part of the liquidating distribution to the Public Stockholders and the warrants held by the Sponsor will be worthless; the Private Warrants held by the Sponsor had an aggregate market value of approximately $             based upon the closing price of $             per Public Warrant on the NYSE on             , 2022;

 

   

the beneficial ownership of Peter Diamandis, Denmark West and Desiree Gruber, each an independent director of DPCM, of 45,000, 37,500 and 37,500 Founder Shares, respectively, initially transferred to such individuals by the Sponsor, which will convert into 120,000 D-Wave Quantum Common Shares in accordance with the terms of the Transaction Agreement. All such shares would become worthless if DPCM does not consummate an initial business combination by October 23, 2022, as these individuals

 

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have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $             based on the closing price of $             per public share on the NYSE on             , 2022;

 

   

an entity in which Emil Michael is a manager loaned $200,000 to the Sponsor under the Sponsor Affiliate Note, the proceeds of which were directed to DPCM in order to fund working capital deficiencies or finance transaction costs in connection with a business combination. In the event that the Transaction fails to close, the Sponsor may have insufficient assets and/or funds to enable it to repay such amounts to the entity affiliated with Emil Michael;

 

   

the economic interests in the Sponsor of certain of DPCM’s officers and directors, which gives them an indirect pecuniary interest in the shares of DPCM Common Stock and DPCM Warrants held by the Sponsor along with a direct interest in the shares of DPCM Common Stock and DPCM Warrants held directly by certain of DPCM’s officers and directors and certain affiliates of the Sponsor, and which interests will be worthless if DPCM does not consummate an initial business combination by October 23, 2022, are summarized in the below table; the value of the DPCM Class B Common Stock and Warrants is calculated based on the price per share of DPCM Class A Common Stock and Warrants as of            , 2022:

 

    Investment
Amount
    Number of Shares
of DPCM Class B
Common Stock
    Value of DPCM
Class B
Common Stock
    Number
of
Warrants
    Value of
Warrants
    Value of
DPCM
Securities
    Other
potential
interest(1)
    Total
interest

at risk
 

Emil Michael

  $ 3,037,500       2,568,633     $                     2,805,994     $                   $                     (2   $                

Ignacio Tzoumas

  $ 0       21,756     $                     24,000     $                   $                                      $                

Peter Diamandis

  $ 0       45,000     $                     0     $                   $                     $                

Denmark West

  $ 100,000       114,312     $                     84,735     $                   $                     $                

Desiree Gruber

  $ 50,000       75,906     $                     42,368     $                   $                     $                

Kyle Wood

  $ 150,000       245,755     $                     271,103     $                   $                                      $                
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total DPCM Affiliate Interest

  $ 3,337,500       3,071,362     $                     3,228,200     $                   $                     $                

Total Non-DPCM Affiliate Interest

  $ 5,187,500       4,350,637     $                     4,771,800     $                   $                     $                

Total Interest in Transaction

  $ 8,525,000       10,493,361     $                     8,000,000     $                   $                     $                

 

(1)

Inclusive of $220,000 in loans extended by the Sponsor to DPCM or D-Wave Quantum. There are presently no fees that will be paid to the Sponsor upon consummation of the Transaction and no of out-of-pocket expenses have been incurred that would be reimbursed upon consummation of the Transaction.

(2)

Inclusive of $200,000 loaned to the Sponsor under the Sponsor Affiliate Note by an entity of which Emil Michael is a manager.

Given (i) the differential in the purchase price that the Sponsor and certain of DPCM’s officers and directors paid for the DPCM Class B Common Stock as compared to the price of the DPCM Class A Common Stock, (ii) the differential in the purchase price that the Sponsor paid for the Private Placement Warrants as compared to the price of the Public Warrants, and (iii) the substantial number of D-Wave Quantum Common Shares that the Sponsor and these officers and directors will receive upon conversion of the DPCM Class B Common Stock and/or Private Placement Warrants, the Sponsor and these officers and directors can earn a positive return on their investment, even if DPCM public shareholders have a negative return on their investment.

 

   

if the Trust Account is liquidated, including in the event DPCM is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to DPCM if and to the extent any claims by a third-party for services rendered or products sold to us, or a prospective target business with which DPCM has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account

 

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as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the DPCM IPO against certain liabilities, including liabilities under the Securities Act;

 

   

DPCM’s Charter provides that the doctrine of corporate opportunity will not apply with respect to any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, except as set forth in the DPCM Charter. DPCM does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. In the course of their other business activities, DPCM’s officers and directors may become aware of other investment and business opportunities which may be appropriate for presentation to DPCM as well as the other entities with which they are affiliated. DPCM’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom DPCM’s management has a pre-existing fiduciary obligation will be presented the opportunity before DPCM is presented with it. DPCM does not believe, however, that the fiduciary duties or contractual obligations of DPCM’s officers or directors or waiver of corporate opportunity materially affected DPCM’s search for a business combination, including the negotiation or recommendation thereof or the provision of advice in connection therewith. DPCM is not aware of any such corporate opportunity not being offered to DPCM and does not believe the renouncement of DPCM’s interest in any such corporate opportunities impacted DPCM’s search for an acquisition target;

 

   

members of the DPCM Board are entitled to reimbursement for all out-of-pocket expenses incurred by them on DPCM’s behalf incident to identifying, investigating and consummating a business combination, but will not receive reimbursement for any out-of-pocket expenses to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated; no such out-of-pocket expenses have been incurred to date and are not expected to exceed $10,000;

 

   

in order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of DPCM’s directors and officers may, but are not obligated to, loan funds to DPCM as may be required. If a business combination were to be consummated, such loaned amounts would be repaid. In the event that the Transaction fails to close, DPCM could use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. To date, an aggregate of $220,000 is outstanding under such loans. In addition, up to $1,500,000 of such loans could be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender. No such convertible loans have been incurred to date with respect to the Transaction, nor are any such convertible loans expected to be incurred;

 

   

CDPM Sponsor Group II, LLC, an affiliate of the Sponsor, entered into an unsecured promissory note with the Sponsor, which note directed funds advanced thereunder to DPCM in order to fund working capital deficiencies or finance transaction costs in connection with a business combination. If a business combination were to be consummated, such loaned amounts would be repaid. In the event that the Transaction fails to close, the Sponsor may have insufficient funds to repay the promissory note. To date, an aggregate of $200,000 is outstanding under such loans. Other than as set forth above, there are no other amounts (including any fees or out-of-pocket expenses) due to affiliates of the Sponsor upon the consummation of the Transaction;

 

   

following the consummation of the Transaction, D-Wave will continue to indemnify DPCM’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy for the benefit of such individuals; and

 

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Emil Michael, the current Chief Executive Officer of DPCM, is expected to be a director of D-Wave Quantum after the consummation of the Transaction. As such, in the future Mr. Michael will receive any cash fees, stock options, stock awards or other remuneration that D-Wave Quantum’s board of directors determines to pay them.

These interests may influence our Board in making their recommendation that you vote in favor of the approval of the Transaction.

Redemption Rights

Under the DPCM Charter, DPCM must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, DPCM has elected to provide its stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, DPCM is seeking to obtain the approval of its stockholders of the Transaction Proposal in order to allow is Public Stockholders to effectuate redemptions of their Public Shares in connection with the consummation of the Transaction. The approval of the Transaction is required under the DGCL and the DPCM Charter. In addition, such approval is a condition to the consummation of the Transaction under the Transaction Agreement. For a more detailed description of your redemption rights please see “Special Meeting of the Stockholders of DPCM—Redemption Rights.”

Share Bonus For Non-Redeeming DPCM Shareholders

Unlike most other business combinations with special purpose acquisition companies, the Transaction is structured to provide holders of DPCM Class A Common Stock that do not redeem their shares with a pro rata right to a pool of an additional 5,000,000 D-Wave Quantum Common Shares. None of the holders of the DPCM Class B Common Stock will get the benefit of the additional shares. The holders of DPCM Class A Common Stock that do not elect to redeem their shares in connection with the Transaction will receive a number of D-Wave Quantum Common Shares for each share of DPCM Class A Common Stock equal to the Exchange Ratio between 1.1666667 (assuming the No Redemption Scenario) and 1.4541326 (if redemptions are equal to or greater than approximately 63.3%). In no event will the Exchange Ratio exceed 1.4541326, which is the Exchange Ratio that would result from redemptions equal to or greater than approximately 63.3% by the stockholders of DPCM. See “The Transaction Agreement and Related Agreements—Conversion of Shares.”

Treatment of D-Wave Equity Awards

Pursuant to the Plan of Arrangement, the D-Wave Options will become exercisable for D-Wave Quantum Common Shares. Each such D-Wave Option will be exercisable for a number of D-Wave Quantum Common Shares equal to the Per Share D-Wave Stock Consideration.

Listing of Securities

The Public Shares, Public Units and Public Warrants are traded on the NYSE under the ticker symbols “XPOA,” “XPOA.U” and “XPOA.WS,” respectively. D-Wave Quantum has applied to list the D-Wave Quantum Common Shares and D-Wave Quantum Warrants on the NYSE under the proposed symbols “QBTS” and “QBTS.WS,” respectively, upon the consummation of the Transaction.

Comparison of Stockholder Rights

There are certain differences in the rights of DPCM Stockholders and D-Wave Quantum stockholders prior to the Transaction and following the closing of the Transaction. Please see the section titled “Comparison of Stockholder Rights.”

 

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Investment Canada Act Approval

There is no mandatory pre-closing review required under the ‘net benefit to Canada’ provisions of the Investment Canada Act with respect to the transactions contemplated by the Transaction Agreement. Receipt of the Investment Canada Act Approval relates to the completion of a national security screen and (if required) national security review process under the Investment Canada Act, and is a condition to closing. Please see the section titled “Regulatory Approvals Related to the Transaction— Investment Canada Act Approval.

Accounting Treatment of the Transaction

While the legal acquirer in the Transaction Agreement is D-Wave Quantum, for financial accounting and reporting purposes under GAAP, D-Wave will be the accounting acquirer and the Transaction will be accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting and the financial statements of D-Wave Quantum represent the continuation of D-Wave’s financial statements in many respects. Under this method of accounting, DPCM will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, D-Wave will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of D-Wave (i.e., a capital transaction involving the issuance of stock by D-Wave Quantum for the stock of D-Wave).

Appraisal and Dissenters’ Rights

Appraisal rights or dissenters’ rights are not available to holders of DPCM Common Stock in connection with the Transaction. Dissenting D-Wave Shareholders are entitled to dissent pursuant to the Plan of Arrangement. See “Proposal No. 1—The Transaction Proposal — Related Agreements — Plan of Arrangement.

Proxy Solicitation

DPCM is soliciting proxies on behalf of the DPCM Board. This solicitation is being made by mail but also may be made by telephone or in person. DPCM and our directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. DPCM will bear the cost of the solicitation.

DPCM has hired Morrow Sodali LLC to assist in the proxy solicitation process. DPCM will pay that firm a fee of $30,000, plus disbursements. Such fee will be paid with non-Trust Account funds.

DPCM will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. DPCM will reimburse them for their reasonable expenses.

If a DPCM Stockholder grants a proxy, such stockholder may still vote its shares in person via the virtual meeting platform if it revokes its proxy before the Special Meeting. A DPCM Stockholder may also change its vote by submitting a later-dated proxy, as described in the section titled “Special Meeting of the Stockholders of DPCM—Revoking Your Proxy.”

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may harm D-Wave Quantum’s business, financial condition and operating results. Such risks include, but are not limited to:

 

   

D-Wave is in its growth stage which makes it difficult to forecast its future results of operations and its funding requirements.

 

   

D-Wave has a history of losses and expects to incur significant expenses and continuing losses for the foreseeable future.

 

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If D-Wave does not adequately fund its research and development efforts or use research and development teams effectively or build a sufficient number of annealing quantum computer production systems, it may not be able to achieve its technological goals, meet customer and market demand, or compete effectively and D-Wave’s business and operating results may be harmed.

 

   

D-Wave depends on its ability to retain existing senior management and other key employees and qualified, skilled personnel and to attract new individuals to fill these roles as needed. If D-Wave is unable to do so, such failure could adversely affect its business, results of operations and financial condition.

 

   

D-Wave expects to require additional capital to pursue its business objectives, growth strategy and respond to business opportunities, challenges or unforeseen circumstances, and it may be unable to raise capital or additional financing when needed on acceptable terms, or at all.

 

   

D-Wave’s industry is competitive on a global scale, from both quantum and classical competitors, and D-Wave may not be successful in competing in this industry or establishing and maintaining confidence in its long-term business prospects among current and future partners and customers, which would materially harm its reputation, business, results of operations and financial condition.

 

   

Any cybersecurity-related attack, significant data breach or disruption of the information technology systems, infrastructure, network, third-party processors or platforms on which D-Wave relies could damage D-Wave’s reputation and adversely affect its business and financial results.

 

   

Market adoption of cloud-based online quantum computing platform solutions is relatively new and unproven and may not grow as D-Wave expects and, even if market demand increases, the demand for D-Wave’s QCaaS may not increase, or certain customers may be reluctant to use a cloud-based QCaaS for applications, all of which may harm D-Wave’s business and results of operations.

 

   

D-Wave may in the future be adversely affected by continuation or worsening of the global COVID-19 pandemic, its various strains or future pandemics.

 

   

System failures, interruptions, delays in service, catastrophic events, inadequate infrastructure and resulting interruptions in the availability or functionality of D-Wave’s products and services could harm its reputation or subject D-Wave to significant liability, and adversely affect its business, financial condition and operating results.

 

   

D-Wave may be unable to obtain, maintain and protect its intellectual property or prevent third parties from making unauthorized use of its intellectual property, which could cause it to lose the competitive advantage resulting from its intellectual property.

 

   

D-Wave’s patent applications may not result in issued patents or its patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on D-Wave’s ability to prevent others from interfering with the commercialization of its products and services.

 

   

D-Wave may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs. If third parties claim that D-Wave infringes upon or otherwise violates their intellectual property rights, D-Wave’s business could be adversely affected.

 

   

DPCM’s board of directors did not obtain a fairness opinion in determining whether to proceed with the Transaction and, as a result, the terms may not be fair from a financial point of view to the Public Stockholders.

 

   

DPCM’s Sponsor, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Transaction Proposal and approval of the other proposals described in this proxy statement/prospectus.

 

   

If the Transaction’s benefits do not meet the expectations of investors or securities analysts, the market price of DPCM’s securities or, following the Closing, D-Wave Quantum’s securities, may decline.

 

   

The nominal purchase price paid by the Sponsor for the Founder Shares may significantly dilute the implied value of the Public Shares upon completion of the Transaction. In addition, the value of the Sponsor’s Founder Shares will be significantly greater than the amount the Sponsor paid to purchase such shares, even if the Transaction causes the trading price of the D-Wave Quantum Common Shares to materially decline.

 

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There are risks to DPCM Stockholders who are not affiliates of the Sponsor of becoming stockholders of D-Wave Quantum through the Transaction rather than acquiring securities of D-Wave Quantum directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

 

   

Each of Morgan Stanley, Citi and UBS has resigned from its advisory role in connection with the Transaction, and investors should not place any reliance on the fact that any of Morgan Stanley, Citi or UBS was involved with any aspect of the Transaction.

 

   

Uncertainty about the effect of the Transaction may affect D-Wave Quantum’s ability to retain key employees and integrate management structures and may materially impact the management, strategy and results of its operation as a combined company.

 

   

Financial projections with respect to D-Wave may not prove to be reflective of actual financial results.

 

   

The historical financial results of D-Wave and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what D-Wave’s actual financial position or results of operations would have been if it were a public company.

 

   

Subsequent to the consummation of the Transaction, D-Wave Quantum may be required to take write-downs or write-offs, or D-Wave Quantum may be subject to restructuring, impairment or other charges that could have a significant negative effect on D-Wave Quantum’s financial condition, results of operations and the price of D-Wave Quantum’s securities, which could cause you to lose some or all of your investment.

 

   

D-Wave Quantum may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Transaction from being completed.

 

   

The stock price of D-Wave Quantum Common Shares may be volatile or may decline regardless of its operating performance.

 

   

D-Wave Quantum may amend the terms of the Public Warrants in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding Public Warrants.

 

   

D-Wave Quantum may issue additional D-Wave Quantum Common Shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of the D-Wave Quantum Common Shares.

 

   

The amended and restated certificate of incorporation of D-Wave Quantum (the “D-Wave Quantum Charter”) contains anti-takeover provisions that could adversely affect the rights of its stockholders.

 

   

DPCM cannot be certain as to the number of D-Wave Quantum Common Shares that will be redeemed and the potential impact to DPCM Stockholders who do not elect to redeem their D-Wave Quantum Common Shares.

Selected Comparative Per Share Information

Comparative Per Share Data of DPCM

The following table sets forth the closing market prices per share of the Public Units, Public Shares and Public Warrants as reported by the NYSE on February 7, 2022, the last trading day before the Transaction was publicly announced, and on, the last practicable trading day before the date of this proxy statement/prospectus.

 

Trading Date    Public
Units
(XPOA.U)
     Public
Shares
(XPOA)
     Public
Warrants
(XPOA.WS)
 

February 7, 2022

   $ 9.93      $ 9.80      $ 0.42  

July 11, 2022

   $ 10.03      $ 9.93      $ 0.36  

 

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The market prices of DPCM’s securities could change significantly. Because the consideration payable in the Transaction pursuant to the Transaction Agreement will not be adjusted for changes in the market prices of the Public Shares, the value of the consideration that DPCM Equityholders and D-Wave Equityholders will receive in the Transaction may vary significantly from the value implied by the market prices of shares of Public Shares on the date of the Transaction Agreement, the date of this proxy statement/prospectus, and the date on which DPCM Stockholders vote on the approval of the Transaction Agreement and the date on which the D-Wave Shareholders and the holders of D-Wave Options vote on the approval of the D-Wave Arrangement Resolution. DPCM Stockholders are urged to obtain current market quotations for DPCM securities before making their decision with respect to the approval of the Transaction Agreement.

Comparative Per Share Data of D-Wave and D-Wave Quantum

Historical market price information regarding D-Wave and D-Wave Quantum is not provided because there is no public market for D-Wave or D-Wave Quantum capital stock.

Market Prices and Dividends

DPCM

The Public Units, Public Shares and Public Warrants trade on the NYSE, under the symbols “XPOA,” “XPOA.U” and “XPOA.WS,” respectively. Each Public Unit consists of one Public Share and one-third of a Public Warrant. The Public Units began trading on October 30, 2020, and the Public Shares and Public Warrants began trading on December 11, 2020.

On February 7, 2022, the trading date before the public announcement of the Transaction, the Public Units, Public Shares and Public Warrants closed at $9.93, $9.80 and $0.42, respectively. DPCM has not paid any cash dividends on its Public Shares to date and does not intend to pay cash dividends prior to the completion of the Transaction.

D-Wave Quantum and D-Wave

Historical market price information regarding shares of capital stock of D-Wave Quantum and D-Wave is not provided because there is no public market for D-Wave Quantum or D-Wave capital stock. Neither D-Wave Quantum nor D-Wave have paid any dividends on shares of D-Wave Quantum or D-Wave capital stock, respectively, and do not intend to pay dividends prior to the completion of the Transaction.

Neither D-Wave Quantum nor D-Wave have paid any dividends to their respective shareholders. Following the completion of the Transaction, D-Wave Quantum’s board of directors will consider whether or not to institute a dividend policy. The determination to pay dividends will depend on many factors, including, among others, D-Wave Quantum’s financial condition, current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that D-Wave Quantum’s board of directors may deem relevant.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus 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, our management team’s, D-Wave’s and D-Wave’s 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. In some cases, you can identify forward-looking statements by the following words: “believe,” “may,” “will,” “could,” “would,” “should,” “would,” “expect,” “intend,” “plan,” “anticipate,” “trend,” “believe,” “estimate,” “predict,” “project,” “potential,” “seem,” “seek,” “future,” “outlook,” “forecast,” “projection,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. We caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, which are subject to a number of risks. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

   

our ability to consummate the Transaction;

 

   

the anticipated timing of the Transaction;

 

   

the expected benefits of the Transaction;

 

   

the listing of the D-Wave Quantum Common Shares and the D-Wave Quantum Warrants on the NYSE;

 

   

D-Wave’s future growth and innovations;

 

   

the increased adoption of quantum computing solutions and expansion of related market opportunities and use cases;

 

   

the estimated total addressable market for quantum computing and expectations regarding product development and functionality;

 

   

the consummation of private placements conducted in connection with the Transaction;

 

   

the initial market capitalization of D-Wave Quantum;

 

   

the amount of funds available in the Trust Account as a result of stockholder redemptions or otherwise;

 

   

D-Wave Quantum’s financial and business performance following the Transaction, including financial projections and business metrics;

 

   

changes in D-Wave’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

 

   

the ability of D-Wave’s products and services to meet customers’ compliance and regulatory needs;

 

   

D-Wave’s ability to attract and retain qualified employees and management;

 

   

D-Wave’s ability to develop and maintain its brand and reputation;

 

   

developments and projections relating to D-Wave’s competitors and industry;

 

   

the impact of health epidemics, including the COVID-19 pandemic, on D-Wave’s business and the actions D-Wave may take in response thereto;

 

   

D-Wave’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

 

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expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

 

   

D-Wave’s future capital requirements and sources and uses of cash;

 

   

D-Wave’s ability to obtain funding for its operations and future growth; and

 

   

D-Wave’s business, expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties and are not predictions of actual performance. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. These forward-looking statements are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability regarding future performance, events or circumstances. Many of the factors affecting actual performance, events and circumstances are beyond the control of D-Wave, D-Wave Quantum and DPCM. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements.

Some factors that could cause actual results to differ include:

 

   

anticipated trends, growth rates, and challenges in companies, such as D-Wave, that are engaged in the business of quantum computing and in the markets in which they operate;

 

   

the occurrence of any event, change or other circumstances that could delay the Transaction or give rise to the termination of the Transaction Agreement;

 

   

the outcome of any legal proceedings that may be instituted against DPCM following announcement of the proposed Transaction and transactions contemplated thereby;

 

   

the amount of redemptions by the DPCM Stockholders;

 

   

the failure to consummate the PIPE Financing;

 

   

the inability to complete the Transaction due to the failure to obtain approval of the stockholders of DPCM or to satisfy other conditions to the closing in the Transaction Agreement;

 

   

the risk that D-Wave Quantum Inc.’s securities will not be approved for listing on the NYSE or, if approved, maintain the listing;

 

   

the volatility in the price of DPCM’s securities;

 

   

the risk that the proposed Transaction disrupts current plans and operations of D-Wave as a result of the announcement and consummation of the transactions described herein;

 

   

D-Wave’s ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition and the ability of D-Wave to grow and achieve and maintain profitably following the Transaction;

 

   

risks related to the uncertainty of the unaudited prospective forecasted financial information;

 

   

risks related to the performance of D-Wave Quantum’s business and the timing of expected business or financial milestones;

 

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unanticipated technological or project development challenges, including with respect to the cost and or timing thereof;

 

   

the performance of D-Wave Quantum’s products and services;

 

   

the effects of competition on D-Wave Quantum’s business;

 

   

changes in the business of D-Wave, D-Wave’s market, financial, political and legal conditions;

 

   

the risk that D-Wave Quantum will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the amount of redemption requests made by DPCM’s Public Stockholders; the risk that D-Wave Quantum may never achieve or sustain profitability;

 

   

the risk that D-Wave is unable to secure or protect its intellectual property;

 

   

costs related to the Transaction;

 

   

changes in applicable laws or regulations;

 

   

the effect of the COVID-19 pandemic, geopolitical events, natural disasters, wars, terrorist acts or a combination of these factors on D-Wave’s business and the economy in general;

 

   

the ability of D-Wave to execute its business model, including market acceptance of its planned products and services;

 

   

D-Wave Quantum’s ability to raise capital;

 

   

the possibility that DPCM or D-Wave may be negatively impacted by other economic, business, and/or competitive factors;

 

   

any changes to U.S. tax laws; and

 

   

other risks and uncertainties described in this proxy statement/prospectus, including those under the section titled “Risk Factors.”

In addition, statements that “DPCM believes,” “D-Wave believes” or “D-Wave Quantum believes” and similar statements reflect DPCM’s, D-Wave’s or D-Wave Quantum’s beliefs and opinions on the relevant subject. These statements are based upon information available to D-Wave, DPCM or D-Wave Quantum, as the case may be, as of the date of this prospectus/proxy statement, and while D-Wave, DPCM or D-Wave Quantum, as the case may be, believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that such party has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which D-Wave competes as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with D-Wave’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and D-Wave’s management’s judgment where information is not publicly available. This information appears in “Information About D-Wave” and other sections of this proxy statement/prospectus.

 

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Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable. However, forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

 

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RISK FACTORS

In this section, unless otherwise specified, the terms “we”, “our”, “us” and “D-Wave” refer to D-Wave Systems Inc. and its consolidated subsidiaries. You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Transaction and the proposals to be voted on at the Special Meeting. Certain of the following risk factors apply to the business and operations of D-Wave and will also apply to the business and operations of D-Wave Quantum following the completion of the Transaction. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Transaction, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of D-Wave Quantum following the Transaction. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by D-Wave Quantum, DPCM and D-Wave that later may prove to be incorrect or incomplete. D-Wave Quantum, DPCM and D-Wave may face additional risks and uncertainties that are not presently known to each entity, or that are currently deemed immaterial, which may also impair the business or financial condition of D-Wave Quantum following the Transaction. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to D-Wave’s Financial Condition and Status as an Early-Stage Company

We are in our growth stage which makes it difficult to forecast our future results of operations and our funding requirements.

Near term, our ability to generate revenue will largely be dependent on our ability to continue to develop and produce annealing quantum computers and hybrid quantum-classical solvers that are able to solve customer business problems at scale. Longer term, our ability to generate revenue will also be dependent on our ability to develop, produce and commercialize gate-model quantum computers. We have commercialized annealing quantum computers, but we have not yet commercialized a gate-model quantum computer. Our product roadmap may not be realized as quickly as hoped, or at all.

Our ability to scale our business is dependent upon building referenceable quantum-hybrid applications. Additionally, we must accelerate sales cycles to meet revenue projections and our business depends on our ability to successfully upsell customers through our on-board process and move them into production applications.

The development of our scalable business model will require the incurrence of a substantially higher level of costs than incurred to date, while our revenues may not substantially increase until more powerful products are produced, which requires a number of technological advancements which may not occur on the currently anticipated timetable or at all. As a result, our historical results should not be considered indicative of our future performance. Further, in future periods, our growth could slow or decline for any number of reasons, including but not limited to failing to achieve targeted demand for our services, increased competition, changes to technology, inability to scale up our technology, a decrease in the growth of the overall market, or our failure, for any reason, to continue to take advantage of growth opportunities.

We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties and our future growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results and our funding needs could differ materially from our expectations, and our business could suffer. Our success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years and decade. There is no certainty these research and development milestones will be achieved for the costs we have forecast or as quickly as hoped, or at all.

 

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We have a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future.

We have incurred net losses since inception and experienced negative cash flows from operations. We incurred net losses of $31.5 million and $10.0 million in 2021 and 2020, respectively. As of December 31, 2021, we had an accumulated deficit of $325.3 million. These losses and accumulated deficit are a result of the substantial investments we have made to grow our business and we expect to make significant expenditures to expand our business in the future. To date, our primary sources of capital have been through private placements of our convertible preferred shares, revenue from the sale of our products and services and government assistance. Until such time as we can generate significant revenue from sales of our Quantum Computing-as-a-Service (“QCaaS”) offering and our professional services, we expect to finance our cash needs through public or private equity or debt financings or other capital sources, including strategic partnerships. However, we may be unable to raise additional funds or enter into such other arrangements, when needed, on favorable terms or at all.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be, or could be, diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our shareholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, or substantially reduce our quantum computing development efforts.

On March 3, 2022, we entered into the Venture Loan and Security Agreement (the “Venture Loan Agreement”), by and between D-Wave, D-Wave US Inc., D-Wave Government Inc., D-Wave Commercial Inc., D-Wave International Inc., D-Wave Quantum Solutions Inc., and Omni Circuit Boards Ltd. (collectively, the “Borrowers”, and each a “Borrower”), as borrower, and PSPIB Unitas Investments II Inc. (“PSPIB”), as the lender. Under the Venture Loan Agreement, term loans in an aggregate principal amount of $25.0 million will become available to us in three tranches, subject to certain terms and conditions. See “D-Wave Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Venture Loan and Security Agreement.

On June 16, 2022, D-Wave Quantum, D-Wave and DPCM entered into the Purchase Agreement with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from D–Wave Quantum, at the option of D-Wave Quantum, up to $150,000,000 of D-Wave Quantum Common Shares from time to time over a 36-month period following the Commencement Date (as defined below). The Purchase Agreement is subject to certain limitations including but not limited to, the filing and effectiveness of the Lincoln Park Registration Statement. See “Proposal No. 1—The Transaction Proposal— Related Agreements—The Lincoln Park Transactions.

We have not yet achieved profitability on an annual or quarterly basis and we do not know if we will be able to achieve or sustain, if achieved, profitability. We plan to continue to invest in our research and development, sales, marketing and professional services efforts, and we anticipate that our operating expenses will continue to increase as we scale our business and expand our operations. We also expect our general and administrative expense to increase as a result of our growth and operating as a public company. We have determined that additional financing will be required to fund our operations for the next 12 months and our ability to continue as a going concern is dependent upon obtaining additional capital and financing, including through the consummation of the Transaction. Our expenses may be greater than we anticipate, and our investments intended to reach our technical targets and scale our business and make our technical infrastructure more efficient may not be successful. Our ability to achieve and sustain profitability is based on numerous factors, many of which are beyond our control. We may never be able to generate sufficient revenue to achieve or sustain profitability.

 

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In addition, we may make decisions that would reduce our short-term operating results if we believe those decisions will improve the experiences of our customers or if we believe such decisions will improve our operating results over the long-term. These decisions may not be consistent with the expectations of investors and may not produce the long-term benefits we expect, in which case our business may be materially and adversely affected. See “Liquidity and going concern” in the notes to the audited consolidated financial statements of D-Wave Systems Inc. as of December 31, 2021 and 2020, and for the years ended December 31, 2021 and 2020.

If we do not adequately fund our research and development efforts or use research and development teams effectively or build a sufficient number of annealing quantum computer production systems, we may not be able to achieve our technological goals, build sufficient systems, meet customer and market demand, or compete effectively and our business and operating results may be harmed.

To remain competitive, we must continue to develop new product offerings and reach technological milestones, as well as add features and enhancements to our existing platform and products. Maintaining adequate research and development personnel and resources to meet the demands of the market is essential. If we experience high employee or management turnover, or a lack of other research and development resources, we may miss market opportunities. The success of our business is dependent on our research and development teams developing a roadmap that allows us to achieve technical milestones for both annealing and gate-model quantum computing, including with respect to our hybrid solvers and our Leap and Ocean platforms, retain and increase the spending of our existing customers and attract new customers. The computing industry is quickly evolving and we may invest significantly in particular functionality or integrations that may become obsolete in the future, and any future product offerings, features or enhancements that we develop may be unsuccessful. The success of any new product offerings, enhancements or features depends on several factors, including our understanding of market demand, timely execution, successful introduction, and market acceptance. We may not successfully develop new features or enhance our existing platform and products to meet customer needs or our new products, features or enhancements may not achieve adequate acceptance in the market. Additionally, our improvements and enhancements may not result in our ability to recoup our investments in a timely manner, or at all. We may make significant investments in new offerings, features or enhancements that may not achieve expected returns. Further, many of our competitors may expend a considerably greater amount of funds on their research and development programs, and those that do not may be acquired by larger companies that would allocate greater resources to our competitors’ research and development programs. Our failure to maintain adequate research and development resources, to use our research and development resources efficiently or to compete effectively with the research and development programs of our competitors could materially adversely affect our business.

Our estimates of the magnitude of the market opportunity, forecasts of market growth and our operating metrics may prove to be inaccurate and may not be indicative of our future growth.

Our estimates of market opportunity included in this proxy statement/prospectus may prove to be inaccurate and may not be indicative of our future growth or performance. Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. While our estimate of the total addressable market included in this proxy statement/prospectus is made in good faith and is based on assumptions and estimates we believe to be reasonable under the circumstances, this estimate may not prove to be accurate. Further, even if the estimate of our market opportunity does prove to be accurate, we could fail to capture significant portions, or any portion, of the available markets. Alternatives to our quantum computing products may present themselves and if they do, could substantially reduce the market for our computing services. Advances in classical computing may prove more robust for longer than currently anticipated and could adversely affect the timing of any quantum advantage being achieved, if at all. Any expansions in our markets depend on a number of factors, including the cost, performance, and perceived value associated with our products and services. In making such forecasts, we rely on data provided by industry sources and customers, among other things, that we have not independently verified and such data may not be accurate, and any inaccuracy will affect the accuracy of our forecasts. The accuracy of our forecasts may also be affected by human error in the interpretation of such data.

 

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Our business could be harmed if we fail to manage growth effectively.

If we fail to manage growth effectively, our business, results of operations and financial condition could be harmed. We anticipate that a period of significant expansion will be required to address potential growth. This expansion will place a significant strain on our management, operational and financial resources. Expansion will require significant cash investments and management resources. Such investments may not result in additional sales of our products or services, and we may not be able to avoid cost overruns or be able to hire additional personnel as required. In addition, we will also need to ensure our compliance with regulatory requirements in various jurisdictions applicable to the sale, installation and servicing of our products. To manage the growth of our operations and personnel, we must establish appropriate and scalable operational and financial systems, procedures and controls and establish and maintain a qualified finance, administrative and operations staff. We may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and exploit potential strategic relationships and market opportunities. The growth we have experienced in our business places significant demands on our operational infrastructure. The scalability and flexibility of our platform depends on the functionality of our technology and network infrastructure and its ability to handle increased traffic and demand for processing and bandwidth. Any problems with the transmission of increased data and requests could result in harm to our brand or reputation.

Our growth has placed, and will likely continue to place, a significant strain on our managerial, administrative, operational, financial and other resources. As we grow, we will be required to continue to improve our operational and financial controls and reporting procedures and we may not be able to do so effectively. Furthermore, some members of our management do not have significant experience managing a large global business operation, so our management may not be able to manage such growth effectively. As such, we may be unable to manage our revenue and expenses effectively in the future, which may negatively impact our gross profit or operating expenses. In managing our growing operations, we are also subject to the risks of over-hiring and/or overcompensating our employees and over-expanding our operating infrastructure. We intend to further expand our overall business, including headcount, with no assurance that our revenues will continue to grow. In addition, North America is currently experiencing one of the most competitive markets for human capital talent in recent times. Coupled with the incredibly complex nature of the quantum industry, we may face significant challenges and delays in hiring and challenges with employee retention.

If we fail to attract new customers and retain and increase the spending of existing customers, our revenue, business, results of operations, financial condition and growth prospects would be harmed.

Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all. Our success will depend upon our ability to expand our platform’s capabilities, scale our operations, increase our sales capability and successfully complete professional services projects, that may or may not progress to in-production applications.

Our long-term growth will ultimately be dependent upon our ability to successfully scale up manufacturing of our products in sufficient quantity and quality and in a cost-effective manner. Unforeseen issues associated with scaling up and constructing quantum computing technology at commercially viable levels could negatively impact our business, financial condition and results of operations.

Our growth is dependent upon our ability to successfully market and sell quantum computing technology. One of our marketing strategies is to drive traffic to our cloud-based services. We utilize various unpaid content marketing strategies, including customer events, seminars, webinars, blogs, thought leadership and social media engagement, as well as paid advertising and third-party event sponsorship, to attract prospective users of our cloud-based services. These unpaid or paid efforts may not attract a sufficient volume and quality of traffic to our cloud-based services and, in the future, we may be required to increase our marketing spend to achieve our volume and quality of traffic targets.

 

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We depend on our ability to retain existing senior management and other key employees and qualified, skilled personnel and to attract new individuals to fill these roles as needed. If we are unable to do so, such failure could adversely affect our business, results of operations and financial condition.

Our future performance depends on the continued service and contributions of our senior management, and other key employees to execute on our business plan, to develop our platform and products, to attract and retain customers and to identify and pursue strategic opportunities. The failure to properly manage succession plans, develop leadership talent, and/or the loss of services of senior management or other key employees could significantly delay or prevent the achievement of our strategic objectives. From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives, which could disrupt our business. In addition, our ability to identify, hire, develop, motivate and retain qualified personnel will directly affect our ability to maintain and grow our business, and such efforts will require significant time, expense and attention. The inability to attract or retain qualified personnel or delays in hiring required personnel may seriously harm our business, financial condition and operating results. Our ability to continue to attract and retain highly skilled personnel, specifically employees with technical and engineering skills and employees with high levels of experience in designing and developing software, will be critical to our future success. In addition, to the extent we hire personnel from competitors, we may be subject to allegations that such personnel have been improperly solicited or have divulged proprietary or other confidential information. The loss of service of senior management or other key employees could significantly delay or prevent the achievement of our development and strategic objectives. The replacement of any of our senior management personnel or other key employees would likely involve significant time and costs, and such loss could adversely affect our revenue, business, results of operations and financial condition.

Our business and growth are dependent on the success of our strategic relationships with third parties.

We depend on, and anticipate that we will continue to depend on, various third-party suppliers in order to sustain and grow our business. Failure of any of these suppliers to continue to provide products and services to maintain, support or secure their technology platforms or our integrations, or errors or defects in their technologies, products or services, could adversely affect our relationships with our customers, damage our brand and reputation and result in delays or difficulties in our ability to provide our platform. Our ability to produce and scale our annealing and gate model quantum computers is dependent also upon components we must source from the electronics and semiconductor industries. Shortages or supply interruptions in any of these components will adversely impact our financial performance.

Our platform and products depend on the ability to access and integrate with third-party cloud providers. In particular, we have developed our platform and products to integrate with certain third-party cloud providers and the third-party applications of other parties. If we choose or are required to change cloud providers, we will incur costs to port our platform and products to a new service and may experience service interruptions during a change of cloud provider. Generally, third-party cloud providers and the data we receive from the third-party cloud providers are written and controlled by the application provider. Any changes or modifications to the third-party cloud providers or the data provided could negatively impact the functionality of, or require us to make changes to, our platform and products, which would need to occur quickly to avoid interruptions in service for our customers. See “Our Quantum Computing as a Service (QCaaS) business is dependent upon our relationship with third-party cloud providers and any disruption of or interference with our use of such third-party providers would adversely affect our business, results of operations and financial condition.

Scaling our business is heavily dependent on our ability to build and maintain relationships with consulting and service partners and assist them in establishing or expanding their business by developing solutions that utilize our products and services. Solutions that utilize our products and services may compete with other quantum or classical-computing based solutions developed and/or marketed by other suppliers and our solutions may lose favour with our partners. Our current distribution partners may cease or reduce marketing our solutions with limited or no notice and with little or no penalty. Our distribution partners will generally have no obligation to maintain or renew their contractual arrangements with us and generally may terminate such arrangements with

 

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limited notice and/or transition periods. New distribution partners require extensive training and could take extended periods to achieve productivity. If any of our current or potential partners elect to not utilize our products or services, or reduce their current or potential use of our technology in favour of competing products, we may have to change our product strategies, which could have a material and adverse effect on our business, operating results and financial condition.

We expect to require additional capital to pursue our business objectives, growth strategy and respond to business opportunities, challenges or unforeseen circumstances, and we may be unable to raise capital or additional financing when needed on acceptable terms, or at all.

We expect to seek additional equity or debt financing in the future to fund our growth, increase the capabilities of our annealing quantum computers, develop gate-model quantum computers, enhance our platform-as-a-service and other products and services, expand go-to-market functions and drive market demand, grow and manage our professional services offerings, respond to competitive pressures or make acquisitions or other investments. Our business plans may change, general economic, financial or political conditions in our markets may deteriorate or other circumstances may arise, in each case that have a material adverse effect on our cash flows and the anticipated cash needs of our business. Any of these events or circumstances could result in significant additional funding needs, requiring us to raise additional capital. We cannot predict the timing or amount of any such capital requirements at this time. If financing is not available on satisfactory terms, or at all, we may be unable to expand our business at the rate desired and our results of operations may suffer. In addition, any financing through issuances of equity securities would be dilutive to holders of our shares.

In addition, on June 16, 2022, D-Wave Quantum, D-Wave and DPCM entered into the Purchase Agreement with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from D-Wave Quantum up to $150,000,000 of D-Wave Quantum Common Shares (subject to certain limitations contained in the Purchase Agreement) from time to time over a 36-month period. Holders of D-Wave Quantum Common Shares will experience dilution in connection with any issuances of D-Wave Quantum Common Shares under the Purchase Agreement.

Pursuant to the Purchase Agreement, D-Wave Quantum has also agreed to pay Lincoln Park an aggregate commitment fee equal to $2,625,000 (the “Commitment Fee”). D-Wave Quantum will pay the Commitment Fee as follows: (i) on the date of Closing, $875,000 of D-Wave Quantum Common Shares and (ii) on or before the business day prior to the filing of the Lincoln Park Registration Statement, D-Wave Quantum may elect to pay the remaining $1,750,000 amount of the Commitment Fee in either cash or D-Wave Quantum Common Shares (together with the $875,000 of D-Wave Quantum Common Shares issuable on the date of Closing, the “Commitment Shares”).

Following the Closing, D-Wave Quantum will be required to satisfy various conditions in order to be able to commence purchases by Lincoln Park under the Purchase Agreement. Once such conditions are satisfied, certain purchases by Lincoln Park under the Purchase Agreement are subject to volume limitations tied to periodic market prices, ownership limitations restricting Lincoln Park from owning more than 9.9% of the then total outstanding D-Wave Quantum Common Shares and a floor price of $1.00 at which D-Wave Quantum may not sell to Lincoln Park any D-Wave Quantum Common Shares. If any of these conditions are not satisfied or limitations are in effect, we may not be able to utilize all or part of the Equity Line, which would have an adverse impact on our ability to satisfy our capital needs and could materially adversely impact our business. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy.

D-Wave Quantum generally has the right to control the timing and amount of any future sales of D-Wave Quantum Common Shares to Lincoln Park. Additional sales of D-Wave Quantum Common Shares, if any, to Lincoln Park will depend upon market conditions and other factors to be determined by D-Wave Quantum.

 

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D-Wave Quantum may ultimately decide to sell to Lincoln Park all, some or none of the D-Wave Quantum Common Shares that may be available for D-Wave Quantum to sell pursuant to the Purchase Agreement. After the Lincoln Park Registration Statement becomes effective, if and when D-Wave Quantum does sell D-Wave Quantum Common Shares to Lincoln Park, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its discretion, subject to compliance with applicable securities laws. Therefore, sales to Lincoln Park by D-Wave Quantum could result in substantial dilution to the interests of other holders of D-Wave Quantum Common Shares. Additionally, the sale of a substantial number of D-Wave Quantum Common Shares to Lincoln Park, or the anticipation of such sales, could make it more difficult for D-Wave Quantum to sell equity or equity-related securities in the future at a time and at prices that it might otherwise wish to effect such sales. See “Proposal No. 1—The Transaction Proposal—Related Agreements—The Lincoln Park Transactions.”

Currency exchange rate fluctuations may negatively affect our results of operations.

Our revenues are denominated in U.S. dollars, while some of our operating expenses, including relating to employees, are incurred in Canadian dollars. As a result, our results of operations will be adversely impacted by an increase in the value of the Canadian dollar relative to the U.S. dollar. Exchange rate fluctuations may also affect our revenue growth rates as some of our customer agreements are priced in the local currency of the country in which the customer is located and is also expected to be denominated in that currency. As a result, we will be further exposed to currency fluctuations to the extent non-U.S. dollar revenues from our platform increase. The value of the Canadian dollar relative to the U.S. dollar has varied significantly and investors are cautioned that past and current exchange rates are not indicative of future exchange rates.

Risks Related to D-Wave’s Business and Industry

The immature market for quantum computing may lead to us misreading market demand and the timeframes it will take to close customer contracts and grow revenue, which would adversely affect our business, results of operations and financial condition.

In order to grow our business, we will need to continually evolve and scale our business and operations to meet customer and market demand. Quantum computing technology has a limited history of being sold at large-scale commercial levels. Evolving and scaling our business and operations places increased demands on our management as well as our financial and operational resources to:

 

   

effectively manage organizational change;

 

   

design scalable processes;

 

   

accelerate and/or refocus research and development activities;

 

   

expand supply chain and distribution capacity, and ultimately expand manufacturing capacity;

 

   

increase sales and marketing efforts;

 

   

scale and manage our professional services;

 

   

broaden customer-support and services capabilities;

 

   

maintain or increase operational efficiencies;

 

   

scale support operations in a cost-effective manner;

 

   

implement appropriate operational and financial systems; and

 

   

maintain effective financial disclosure controls and procedures.

We may not be able to scale our products and services as necessary to meet market demand. We have no experience in scaling our cloud services infrastructure or professional services globally. We may not be able to cost-effectively manage the scale of our cloud services infrastructure or professional services at a scale or quality consistent with customer demand in a timely or economical manner.

 

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We are currently constructing advanced generations of our products. As noted above, there are significant technological and logistical challenges associated with developing, producing, marketing, selling and distributing products in the advanced technology industry, including our products, and we may not be able to resolve all of the difficulties that may arise in a timely or cost-effective manner, or at all.

Our technical roadmap and plans for commercialization involve technology that is not yet available for customers and may never become available or meet desired technical specifications.

Our current and planned products are inherently complex and incorporate technology and components that have not been used for other applications and that may contain defects and errors, particularly when first introduced. We have a limited frame of reference from which to evaluate the long-term performance of our products and services and we may be unable to detect and fix any defects in our quantum computers or cloud services infrastructure prior to the sale of products or services to potential consumers. Our products may contain defects in design, manufacturing and/or delivery that may cause them to fail to perform as expected or may require repair, recalls and/or design changes. We also cannot guarantee the consistency of our cloud services offerings. These could be affected by infrastructure downtime either within our own service or because of third-party service providers on which we are dependent. If our products or services fail to perform as expected, customers may delay orders or terminate further orders, each of which could adversely affect our sales and brand and could adversely affect our business, prospects and results of operations.

If we cannot evolve and scale our business and operations effectively, we may not be able to execute our business strategies in a cost-effective manner and our business, financial condition, profitability and results of operations could be adversely affected.

Building quantum computers requires advances in both science and engineering, and we may not have the ability to deliver those advances. The markets in which we operate are still rapidly evolving and highly competitive and the impact of rapidly changing science and engineering technologies could have an impact on the delivery of our technical roadmap which means that future generations of products both in quantum annealing and in gate model may be delayed or may never be delivered. We could also face the same challenges in our ability to scale our hybrid solvers to effectively meet commercial requirements. If this happens, our technical roadmap may be delayed or may never be achieved, either of which would have a material impact on our business, financial condition or results of operations.

Our business model includes a relatively new four-phase engagement model, with customers transitioning through the phases. If we cannot successfully convert customers through the phases to the extent or at the rate that we expect, our business will be negatively impacted and could fail.

Our success depends, in significant part, on our ability to engage our customers through all four phases of our engagement model (discovery, proof of concept, pilot deployment and full production) and collaboratively work with our customers and demonstrate the value of our technology. This engagement model was introduced in early 2021 and is a shift from our historical sales model. If our customers do not dedicate sufficient resources to each phase of our engagement model or their challenges or technology are not addressable by or compatible with our products and services, then our anticipated projections and revenues would be impacted. In addition, our products and services may not meet our customers’ functional, performance, technical or other requirements, which would have a negative impact on revenues. The market for our technology is still rapidly evolving and we may be required to change the duration, pricing, or structure of any or all of the phases of our model as we continue to develop our technology and deliver more engagement.

If our customers do not perceive the benefits of our technology, or if our technology does not drive continued progression of customers through the four phases, then our market may not develop as we anticipate or at all, or it may develop slower than we expect. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations.

 

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Our industry is competitive on a global scale, from both quantum and classical competitors, and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers, which would materially harm our reputation, business, results of operations and financial condition.

The markets in which we operate are rapidly evolving and highly competitive. As these markets continue to mature and new technologies and competitors enter such markets, we expect competition to intensify. Our current competitors include:

 

   

large, well-established tech companies that generally compete in all of our markets, including Google, Honeywell, IBM, Microsoft and Amazon Web Services (“AWS”);

 

   

countries such as China, Russia, Canada, the United States, Australia and the United Kingdom, and those in the European Union as of the date of this proxy statement/prospectus and we believe additional countries in the future;

 

   

less-established public and private companies with competing technology, including companies located outside the United States;

 

   

existing or new entrants seeking to enter the quantum annealing space; and

 

   

new or emerging entrants seeking to develop competing technologies.

We compete based on various factors, including technology, performance, platform availability, price, brand recognition and reputation, customer support and differentiated capabilities, including ease of administration and use, scalability and reliability, data governance and security. Many of our competitors have substantially greater brand recognition, customer relationships, and financial, technical and other resources, including an experienced sales force and sophisticated supply chain management. They may be able to respond more effectively than us to new or changing opportunities, technologies, standards, customer requirements and buying practices. In addition, many countries are focused on developing quantum computing solutions either in the private or public sector and may subsidize quantum computers which may make it difficult for us to compete. Many of these competitors do not face the same challenges we do in growing our business. In addition, other competitors might be able to compete with us by bundling their other products and services in a way that does not allow us to offer a competitive solution.

Additionally, we must be able to achieve our objectives in a timely manner lest quantum computing lose ground to competitors, including competing technologies. Because there are a large number of market participants, including certain sovereign nations, focused on developing quantum computing technology, we must dedicate significant resources to achieving any technical objectives on the timelines established by our management team. Any failure to achieve objectives in a timely manner could adversely affect our business, operating results and financial condition.

For all of these reasons, competition may negatively impact our ability to maintain and grow consumption of our platform or put downward pressure on our prices and gross margins, any of which could materially harm our reputation, business, results of operations, and financial condition.

Our products and services are dependent upon our relationship with third-party providers and any disruption of or interference with our use of such third-party providers would adversely affect our business, results of operations and financial condition.

We rely upon third parties to operate our platform, third party facilities to house some of our systems and third parties to provide our services. Any disruption of or interference with our use of such third-party providers or locations would adversely affect our business, results of operations and financial condition. If these services provided by third parties become unavailable due to extended outages, interruptions, or because they are no longer available on commercially reasonable terms, we could experience delays in our ability to provide our

 

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solutions or run our business and our expenses could increase, our ability to manage finances could be interrupted, and our processes for managing sales of our platform and supporting our customers could be impaired until equivalent services, if available, are identified, obtained, and implemented.

We have experienced, and expect that in the future we may experience, interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Capacity constraints could be due to a number of potential causes including technical failures, natural disasters, fraud or security attacks. In addition, if our security, or that of our hosting provider, is compromised, our platform or products are unavailable or our users are unable to use our products within a reasonable amount of time or at all, then our business, results of operations and financial condition could be adversely affected. Our ability to conduct security audits on our hosting provider is limited and our contracts do not contain strong indemnification terms in our favor. In some instances, we may not be able to identify and/or remedy the cause or causes of these performance problems within a period of time acceptable to our customers. It may become increasingly difficult to maintain and improve our platform performance, especially during peak usage times, as our products become more complex and the usage of our products increases. To the extent that we do not effectively address capacity constraints, either through our hosting provider or an alternative provider of cloud infrastructure, our business, results of operations and financial condition may be adversely affected. In addition, any changes in service levels from our hosting provider may adversely affect our ability to meet our customers’ requirements.

Any of the above circumstances or events may harm our reputation, cause customers to stop using our products, impair our ability to attract new customers and increase revenue from existing customers, subject us to financial penalties and liabilities under our service level agreements and otherwise harm our revenue, business, results of operations and financial condition.

The design and manufacturing of our quantum computers are dependent on a number of critical suppliers and unknown supply chain issues that could delay the introduction of our products and services or cause a significant disruption in our supplier base could have a material adverse effect on our business, financial condition and results of operations.

We are reliant our own manufacturing of components as well as on third-party suppliers for components necessary to develop and manufacture our quantum computing solutions. Factors that could have an adverse impact on the availability of these components include:

 

   

our inability to enter into agreements with suppliers on commercially reasonable terms, or at all;

 

   

difficulties of suppliers ramping up their supply of materials to meet our requirements;

 

   

a significant increase in the price of one or more components, including due to industry consolidation occurring within one or more component supplier markets or as a result of decreased production capacity at manufacturers;

 

   

any reductions or interruption in supply, including due to technological problems, equipment malfunctions, regulatory actions or disruptions on our global supply chain as a result of large scale public health restrictions or geopolitical factors, which we have experienced, and may in the future experience;

 

   

financial problems of either contract manufacturers or component suppliers;

 

   

significantly increased freight charges, or raw material costs and other expenses associated with our business;

 

   

a failure to develop our supply chain management capabilities and recruit and retain qualified professionals;

 

   

a failure to adequately authorize procurement of inventory;

 

   

a failure to adequately maintain our or our suppliers’ manufacturing equipment; or

 

   

a failure to appropriately cancel, reschedule, or adjust our requirements based on our business needs.

 

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If any of the aforementioned factors were to materialize, it could cause us to halt production of our quantum computing solutions and/or entail higher manufacturing costs, any of which could materially adversely affect our business, operating results, and financial condition and could materially damage customer relationships. Additionally, other factors beyond our control or which we do not presently anticipate could also affect our suppliers’ ability to deliver components to us on a timely basis.

We do not have the history with our solutions or pricing models necessary to accurately predict optimal pricing necessary to attract new customers and retain existing customers.

We may need to change our pricing model from time to time. As the market for our platform matures, or as competitors introduce new solutions that compete with ours, we may be unable to attract new customers at the same prices or based on the same pricing models that we have used historically. Our assessments of competitive pricing may not be accurate and we could be underpricing or overpricing our platform and services. Further, in the past we concentrated on selling the hardware needed for customers to run dedicated systems. We have now transitioned from selling systems to selling cloud services and have added professional services as well. Our limited history of selling cloud and professional services means we do not have long-term market data on the optimal method of pricing our services and maximizing the opportunities they represent. If we do not implement a services-based business well, our financial results may suffer. In addition, if the offerings on our platform or our services change, we may need to revise our pricing strategies. Any such changes to our pricing strategies or our ability to efficiently price our offerings could adversely affect our business, results of operations and financial condition. In addition, as we continue to expand internationally, we also must determine the appropriate pricing strategy to enable us to compete effectively internationally. Pricing pressures and decisions could result in reduced sales, reduced margins, losses or the failure of our platform to achieve or maintain more widespread market acceptance, any of which could negatively impact our overall business, results of operations and financial condition. Moreover, larger organizations, which are a primary focus of our direct sales efforts, may demand substantial price concessions. As a result, we may be required to price below our targets in the future, which could adversely affect our revenue, gross margin, profitability, cash flows and financial condition.

Competitive pressures may put pressure on our pricing, which may require us to reduce our pricing in order to provide competitively priced access to our products and services.

We face competition in various aspects of our business and expect that such competition to intensify in the future as existing and new companies introduce and enhance existing services or create new services. The markets for our services in general are competitive. Competition in these markets may increase further if economic conditions or other circumstances cause customer bases and client spending to decrease and service provides to compete for fewer client resources. Our competitors may be able to undertake more effective marketing campaigns, obtain more data, adopt more aggressive pricing policies, make more attractive offers to potential employees, clients and advertisers, or may be able to respond more quickly to new or emerging technologies or changes in user requirements. If we are unable to retain clients or obtain new clients, our revenues could decline. Increased competition could result in lower revenues and higher expenses, which would reduce our profitability.

The quantum computing industry is in its early stages and is volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our products and services, if it encounters negative publicity or if our solution does not drive commercial engagement, the growth of our business will be harmed.

The nascent market for quantum computers is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing customer demands and behaviors. If the market for quantum computers in general does not develop as expected, or develops more slowly than expected, our business, prospects, financial condition and operating results could be harmed.

 

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We have focused our efforts on the optimization market with our annealing quantum computers, and in the near term expect our business to grow from this market. If optimization does not require quantum computing or if other classical or quantum solutions perform better than our products and services, we could see a decrease in customer uptake and revenue.

In addition, our growth and future demand for our products is highly dependent upon the adoption by developers and customers of quantum computing, as well as on our ability to demonstrate the value of quantum computing to our customers. Delays in future generations of our quantum computers or technical failures at other quantum computing companies could limit market acceptance of our solution. Negative publicity concerning our solution or the quantum computing industry as a whole could limit market acceptance of our solution. While we believe quantum computing will solve many large-scale problems, we do not yet have evidence that quantum computers will be able to do so and such problems may never be solvable by quantum computing technology. If our customers do not perceive the benefits of our solution, or if our solution does not drive customer engagement, then our market may not develop at all, or it may develop more slowly than we expect. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations. If progress towards “quantum advantage” (as described below) slows relative to expectations, it could adversely impact revenues and customer confidence to continue to pay for testing, access and “quantum readiness.” This would harm or even eliminate revenues in the period before quantum advantage.

If our products and services fail to deliver customer value to a broader range of customers than classical approaches, our business, financial condition and future prospects may be harmed.

“Quantum advantage” refers to the moment when a quantum computer can compute faster than existing classical computers, while quantum supremacy is achieved once quantum computers are powerful enough to complete calculations that traditional supercomputers cannot perform at all. Broad quantum advantage is when quantum advantage is seen in many applications and developers prefer quantum computers to a traditional computer. No current quantum computers, including the D-Wave quantum hardware, have reached a broad quantum advantage, and they may never reach such advantage. Achieving a broad quantum advantage will be critical to the success of any quantum computing company, including us. However, achieving quantum advantage would not necessarily lead to commercial viability of the technology that accomplished such advantage, nor would it mean that such system could outperform classical computers in tasks other than the one used to determine a quantum advantage. Other companies, including some of our customers, are working on classical approaches that target similar use cases, increasing competition and risk of not capturing market share. As quantum computing technology continues to mature, broad quantum advantage may take decades to be realized, if ever. If we cannot develop quantum computers that have quantum advantage, customers may not continue to purchase our products and services. If customers decide to wait until broad quantum advantage is reached, this could impair the growth of our business. If other companies’ quantum computers reach a broad quantum advantage prior to the time ours reaches such capabilities, it could lead to a loss of customers. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations. This is also true for our quantum-hybrid solvers in that they must also continue to deliver value compared to classical approaches.

We use quantum-classical hybrid solutions to get the customer the optimal answer to their particular problem. Since quantum computing is a new form of computing, some customers may want to understand the details of how our products operate. However, because this is proprietary and trade secret information we cannot or may not want to share, we may lose customers as a result.

Real or perceived errors, failures or bugs in our products and services could materially and adversely affect our operating results, financial condition and growth prospects.

The hardware and software underlying our platform and products is highly technical and complex. Our hardware and software have previously contained, and may now or in the future contain, undetected errors, bugs

 

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or vulnerabilities. In addition, errors, failures and bugs may be contained in our software utilized in building and operating our products or may result from errors in the deployment or configuration of QCaaS software. Some errors in our products may only be discovered after a product has been deployed or may never be generally known. In some instances, despite internal testing, we may not be able to identify the cause or causes of these problems or risks within an acceptable period of time. Any errors, bugs or vulnerabilities discovered in our products after it has been deployed, or never generally discovered, could result in interruptions in platform availability, product malfunctioning or data breaches. Since our customers may use our services for processes that are critical to their businesses, errors, and defects, security vulnerability, service interruptions or software bugs in our platform could result in losses to our customers and thereby result in damage to our reputation, adverse effects upon customers and users, loss of customers and relationships with third parties, significant expenditures of capital, a delay or loss in market acceptance, loss of revenue or liability for damages. In addition, provisions typically included in our agreements with our customers that attempt to limit our exposure to claims may not be enforceable or adequate and may not otherwise protect us from liabilities or damages with respect to any particular claim. Even if not successful, a claim brought against us by any of our customers would likely be time-consuming and costly to defend and could seriously damage our reputation and brand, making it harder for us to sell our solutions and retain our customers.

If we cannot successfully execute on our strategy, including changing customer needs and new technologies and other market requirements, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed.

The quantum computing market is characterized by rapid technological change, changing user requirements, uncertain product lifecycles and evolving industry standards. We believe that the pace of innovation will continue to accelerate as technology changes and different approaches to quantum computing mature on a broad range of factors, including system architecture, error correction, performance and scale, ease of programming, user experience, markets addressed, types of data processed, and data governance and regulatory compliance. Our future success depends on our ability to continue to innovate and increase customer adoption of our products and services. If we are unable to enhance our products and services to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, with better functionality, more conveniently, or more securely than our platform, our business, financial condition and results of operations could be adversely affected.

A key application of our technology is for optimization problems which, while a very broad market, requires continued research and development in order for our products and services to fully address the optimization market, and if that research and development is not successful this may limit its adoption to a narrow range of customers. If we cannot successfully attract a broader range of customers to our quantum annealing technology, our business will be negatively impacted and could fail.

In addition, our planned quantum gate system, which is a strategic milestone for our technical roadmap and commercialization, is not yet available for customers and may not become available on the timelines we expect or at all.

Even if we are successful in executing on our product roadmap and strategy and delivering increasingly more powerful quantum computing systems and services, competitors in the industry may achieve technological breakthroughs which render our products and services obsolete or inferior to other products and services.

Our continued growth and success depend on our ability to innovate and develop quantum computing technology in a timely manner and effectively market these products. Without timely innovation and development, our quantum computing solutions could be rendered obsolete or less competitive by changing customer preferences or because of the introduction of a competitor’s more advanced technologies. Any technological breakthroughs which render our technology obsolete or inferior to other products could have a material effect on our business, financial condition or results of operations.

 

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Any cybersecurity-related attack, significant data breach or disruption of the information technology systems, infrastructure, network, third-party processors or platforms on which we rely could damage our reputation and adversely affect our business and financial results.

Our operations rely on information technology systems for the use, storage and transmission of sensitive and confidential information with respect to our customers, our customers’ customers, our employees and other third parties. A malicious cybersecurity-related attack, intrusion or disruption by either an internal or external source or other breach of the systems on which our platform and products operate, and on which our employees conduct business, could lead to unauthorized access to, use of, loss of or unauthorized disclosure of sensitive and confidential information, disruption of our services, viruses, worms, spyware, or other malware being served from our platform, networks, or systems; and resulting regulatory enforcement actions, litigation, indemnity obligations and other possible liabilities, as well as negative publicity, which could damage our reputation, impair sales and harm our business. Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers of products and services have been and are expected to continue to be targeted. In addition to traditional computer “hackers,” malicious code (such as viruses and worms), phishing, employee theft or misuse and denial-of-service attacks, sophisticated nation-state and nation-state supported actors now engage in attacks (including advanced persistent threat intrusions). Cyberattacks may also gain publishing access to our customers’ accounts on our platform, using that access to publish content without authorization. Despite efforts to create security barriers to such threats, it is not feasible, as a practical matter, for us to entirely mitigate these risks. If our security measures are compromised as a result of third-party action, employee, customer, or user error, malfeasance, stolen or fraudulently obtained log-in credentials or otherwise, our reputation would be damaged, our data, information or intellectual property, or those of our customers and our customers’ consumers, may be destroyed, stolen or otherwise compromised, our business may be harmed and we could incur significant liability. We have not always been able in the past and may be unable in the future to anticipate or prevent techniques used to obtain unauthorized access to or compromise of our systems because they change frequently and are generally not detected until after an incident has occurred. We also cannot be certain that we will be able to prevent vulnerabilities in our software or address vulnerabilities that we may become aware of in the future.

In addition, there may be an increased risk of cyberattacks by state actors due to the current conflict between Russia and the Ukraine. Any increase in such attacks on us or our systems could adversely affect our platform, networks, systems or other operations. Although we maintain cybersecurity policies and procedures to manage risk to our information technology systems, continuously adapt our systems and processes to mitigate such threats, and plan to enhance our protections against such attacks, we may not be able to address these cybersecurity threats proactively or implement adequate preventative measures and we may be unable to promptly detect and address any such disruption or security breach, if at all.

Further, as we rely on third-party cloud infrastructure, we depend in part on third-party security measures to protect against unauthorized access, cyberattacks and the mishandling of data and information. If these third parties fail to adhere to adequate data security procedures, or in the event of a breach of their networks, our own, our customers’ and our customers’ consumers’ data may be improperly accessed, used or disclosed. Any cybersecurity event, including any vulnerability in our software, cyberattack, intrusion or disruption or any failure or breach unrelated to our own action or inaction, could result in significant increases in costs, including costs for remediating the effects of such an event; lost revenue due to network downtime, a decrease in customer and user trust; increases in insurance premiums due to cybersecurity incidents; increased exposure to a risk of litigation and possible liability; increased costs to address cybersecurity issues and attempts to prevent future incidents; and harm to our business, financial results and our reputation because of any such incident.

We include limitation of liability provisions in our subscription agreements; however, such provisions may not be enforceable or adequate and may not otherwise protect us from any such liabilities or damages with respect to any claim related to a cybersecurity incident or other potential claim referred to above. In addition, our existing general liability insurance coverage and coverage for cyber liability or errors or omissions may not continue to be available on acceptable terms or may not be available in sufficient amounts to cover one or more

 

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large claims and our insurer may deny coverage with respect to future claims. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, would harm our business.

Many governments have enacted laws requiring companies to provide notice of data security incidents involving certain types of personal data. In addition, some of our customers require us to notify them of data security breaches. Security compromises experienced by our competitors, by our customers or by us may lead to public disclosures, which may lead to widespread negative publicity. Any security compromise in our industry, whether actual or perceived, could harm our reputation, erode confidence in the effectiveness of our security measures, negatively affect our ability to attract new customers, encourage consumers to restrict use of our platform, cause existing customers to elect not to renew their subscriptions or subject us to third-party lawsuits, regulatory fines or other action or liability, which could harm our business.

Market adoption of cloud-based online quantum computing platform solutions is relatively new and unproven and may not grow as we expect and, even if market demand increases, the demand for our QCaaS may not increase, or certain customers may be reluctant to use a cloud-based QCaaS for applications, all of which may harm our business and results of operations.

We derive substantially all of our revenue from our cloud-based quantum computing platform and professional services, which we expect to continue for the foreseeable future. As such, the market acceptance of our platform is critical to our continued success. It is difficult to predict customer adoption rates and demand for our solutions and professional services, the entry of competitive platforms and service providers, or the future growth rate and size of our markets.

In addition, in order for cloud-based solutions to be widely accepted, organizations must overcome any concerns with moving sensitive information to a cloud-based platform. In addition, demand for our platform in particular is affected by a number of other factors, some of which are beyond our control. These factors include continued market acceptance of our cloud-based quantum computing platform and cloud-based QCaaS, the pace at which existing customers realize benefits from the use of our platform and decide to expand deployment of our platform across their business, the timing of development and release of new products by our competitors, technological change, reliability and security, the pace at which enterprises undergo digital transformation, and developments in data privacy regulations. In addition, we expect that the needs of our customers will continue to rapidly change and increase in complexity. We will need to improve the functionality and performance of our platform continually to meet those rapidly changing, complex demands. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of relevant solutions in general or our platform in particular, our business operations, financial results, and growth prospects will be materially and adversely affected.

Government actions and regulations, such as tariffs and trade protection measures, may limit our ability to provide products and services to our customers and obtain products from our suppliers, which could have a material adverse impact on our business operations, financial results and growth plans.

We currently offer our platform in more than 35 countries and our international sales are a substantial and critical part of our current business and future growth plans. Our international sales and the use of our platform in various countries subject us to risks that we do not generally face with respect to domestic sales within North America. For example, we may face additional risks relating to:

 

   

lack of familiarity and burdens and complexity involved with complying with multiple, conflicting and changing foreign laws, standards, regulatory requirements, tariffs, export controls and other barriers;

 

   

difficulties in ensuring compliance with countries’ multiple, conflicting and changing privacy, data security, international trade, customs and sanctions laws;

 

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differing technology standards; and

 

   

new and uncertain protection for intellectual property rights in some countries.

We may be unsuccessful in navigating such risks, which could have a material adverse impact on our business operations, financial results and growth plans.

If we engage in acquisitions, divestitures, strategic investments or strategic partnerships and fail to achieve favorable results, our business, financial condition and operating results could be harmed.

We may in the future make acquisitions, divestitures or certain investments. Any transactions that we enter into could be material to our financial condition and results of operations. The process of acquiring and integrating another company or technology could create unforeseen operating difficulties and expenditures. Acquisitions and investments involve a number of risks, such as:

 

   

use of resources that are needed in other areas of our business;

 

   

in the case of an acquisition, implementation or remediation of controls, procedures and policies of the acquired company;

 

   

in the case of an acquisition, difficulty integrating the accounting systems and operations of the acquired company, including potential risks to our corporate culture;

 

   

in the case of an acquisition, coordination of product, engineering and selling and marketing functions, including difficulties and additional expenses associated with supporting legacy services and products and hosting infrastructure of the acquired company, as applicable, difficulties associated with supporting new products or services, difficulty converting the customers of the acquired company onto our platform and difficulties associated with contract terms, including disparities in the revenues, licensing, support or professional services model of the acquired company;

 

   

in the case of an acquisition, retention and integration of employees from the acquired company;

 

   

in the case of an acquisition, past intellectual property infringement or data security issues arising from the acquired company;

 

   

unforeseen costs or liabilities;

 

   

adverse effects on our existing business relationships with customers as a result of the acquisition or investment;

 

   

the possibility of adverse tax consequences;

 

   

litigation or other claims arising in connection with the acquired company or investment; and

 

   

in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations. Acquisitions and investments may also result in dilutive issuances of equity securities, which could adversely affect our share price, or result in issuances of securities with superior rights and preferences to our common shares or the incurrence of debt with restrictive covenants that limit our future uses of capital in pursuit of business opportunities.

 

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We may not be able to identify acquisition or investment opportunities that meet our strategic objectives, or to the extent such opportunities are identified, we may not be able to negotiate terms with respect to the acquisition or investment that are acceptable to us. At this time, we have made no commitments or agreements with respect to any such material transactions.

We may in the future be adversely affected by continuation or worsening of the global COVID-19 pandemic, its various strains or future pandemics.

The COVID-19 pandemic has caused, and may result in further, significant disruption of global financial markets and economic uncertainty. The COVID-19 pandemic has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus. We have modified our business practices in response to the COVID-19 pandemic and we may take further actions as required by government authorities or that we determine are warranted. For instance, we have enabled our employees to work remotely, implemented travel restrictions for all non-essential business and shifted company events to virtual-only experiences, and we may deem it advisable to similarly alter, postpone or cancel additional events in the future. While we may ease these restrictions in response to evolving conditions relating to the COVID-19 pandemic, it is unclear what the extent of these restrictions will be in the future, and there is no certainty that any such measures will be sufficient to mitigate the direct and indirect effects of the virus, which could continue to adversely affect our business, financial condition and results of operations. Additionally, economic uncertainty as a result of the COVID-19 pandemic may cause our current or potential future customers to modify, delay or cancel plans to purchase our products and services.

The duration and extent to which the COVID-19 pandemic impacts our financial results will depend on future developments, which are highly uncertain and cannot be predicted, including: new information that may emerge concerning the severity and transmission rate of COVID-19 and any variants thereof; the continued rollout-of mass vaccinations for COVID-19; the extent and effectiveness of containment measures and vaccines; the impact of the COVID-19 pandemic and related restrictions on economic activity and domestic and international trade during the pandemic and in the post-pandemic recovery period and the impact of these and other factors on our employees, customers, vendors and partners, including their respective productivity; and the actions taken by governments to curtail or treat its impact, including shelter in place directives, business limitations and shutdowns, travel bans and restrictions, loan payment deferrals (whether government-mandated or voluntary), moratoriums on debt collection activities and other actions, which, if imposed or extended, may impact the economies in which we now, or may in the future, operate.

Our limited operating history combined with the uncertainty created by the COVID-19 pandemic significantly increases the difficulty of forecasting operating results and of strategic planning. If we are unable to effectively predict and manage the impact of the COVID-19 pandemic on our business, our results of operations and financial condition may be negatively impacted.

System failures, interruptions, delays in service, catastrophic events, inadequate infrastructure and resulting interruptions in the availability or functionality of our products and services could harm our reputation or subject us to significant liability, and adversely affect our business, financial condition and operating results.

Our brand, reputation and ability to attract, retain and serve our customers are also dependent upon the reliable performance of our platform, including our underlying technical infrastructure. Our systems and those of our third-party data center facilities may experience service interruptions, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks and other geopolitical unrest, computer viruses, or other events. Our systems are also subject to break-ins, sabotage, and acts of vandalism. Our platform and technical infrastructure may not be adequately designed with sufficient reliability and redundancy and our disaster recovery planning, which includes using geographically distinct and multi-region data centers, may not be sufficient to avoid performance delays or outages that could be harmful to the businesses of our customers and our business. Our disaster recovery plan stores some of our electronic data to a cloud back up system center in the event of a catastrophe, but such program may not be sufficient to recover all information or for all eventualities.

 

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We have in the past experienced and may in the future experience service interruptions which disrupt the availability or reduce the speed or functionality of our platform. These events have resulted and likely will result in loss of revenue and could result in significant expense to remedy resultant data loss or corruption and/or recover from the interruption. A prolonged interruption in the availability or reduction in the speed or other functionality of our platform could materially harm our reputation and business. Frequent or persistent interruptions in access to functionality of our platform could cause our customers to believe that our platform is unreliable. If our platform is unavailable when our customers attempt to access it, or if it does not perform to expected levels, our customers may cease to use our platform entirely. Moreover, to the extent that any system failure or similar event results in damages to customers or their businesses, these customers could seek compensation from us for their losses, and those claims, even if unsuccessful, would likely be time-consuming and costly to address. While we have implemented measures intended to prevent or mitigate such interruptions, such measures may not be successful in preventing service interruptions in the future.

Unfavorable conditions in our industry or the global economy, including uncertain geopolitical conditions, could limit our ability to grow our business and negatively affect our results of operations.

Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers and potential customers. Negative conditions in the general economy both in Canada, the U.S. and foreign jurisdictions, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, inflation, international trade relations, pandemics (such as the COVID-19 pandemic), political turmoil, uncertain geopolitical conditions, natural catastrophes, warfare, and terrorist attacks could cause a decrease in business investments, including the progress on development of quantum technologies, and negatively affect the growth of our business. In February 2022, Russia launched a large-scale invasion of Ukraine. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, are impossible to predict, but could be significant. Although we do not have business operations or customers in Russia or Ukraine, sanctions, an increase in cyberattacks and increases in energy costs, among other potential impacts on regional and global economic environment and currencies, may cause demand for our products and services to be volatile, cause abrupt changes in our customers’ buying patterns, interrupt our ability to supply products to this or other regions or limit customers’ access. In addition, in challenging economic times, our current or potential future customers may experience cash flow problems and as a result may modify, delay or cancel plans to purchase our products and services. Many of our customers invest in quantum computing products and services as part of their medium to longer-term strategies to optimize aspects of their business, and significant global disruptions such as the COVID-19 pandemic or geopolitical conflicts may result in potential customers focusing on short-term challenges, resulting in a reduction in their investments in quantum computing. Additionally, if our customers are not successful in generating sufficient revenue or are unable to secure financing, they may not be able to pay, or may delay payment of, accounts receivable due to us. Moreover, our key suppliers may reduce their output or become insolvent, thereby adversely impacting our ability to manufacture our products. Furthermore, uncertain economic conditions may make it more difficult for us to raise funds through borrowings or private or public sales of debt or equity securities. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry.

If we fail to offer high-quality customer support, or if the cost of such support is not consistent with corresponding levels of revenue, our business, results of operations and reputation may be harmed.

Due to our innovative technology and our planned technical roadmap, our customers will require particular support and service functions, some of which are not currently available, and may never be available. If we experience delays in adding such support capacity or servicing our customers efficiently, or experience unforeseen issues with the reliability of our technology, it could overburden our servicing and support capabilities. Similarly, increasing the number of our products and services would require us to rapidly increase the availability of these services. Failure to adequately support and service our customers may inhibit our growth and ability to expand.

 

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Our current customers rely on our customer support organization to respond to inquiries and resolve issues related to their use of our platform quickly and effectively. Our customer support relies on third-party technology platforms, which may become unavailable or otherwise prevent our customers and customer support team from interacting on a timely basis. Our response times to customers and prospects may be impacted for reasons outside our control, such as changes to software and computing services, which may interrupt aspects of our service to our customers. From time to time, we experience spikes in the number of customer support tickets that we receive, which may result in an increase in customer requests and significant delays in responding to our customers’ requests. Customer demand for support may also increase as we expand and enhance our operations and product offerings. Increased customer demand for our support services, without corresponding revenue increases, could increase our costs and harm our operating results. As we continue to grow our operations and support our global user base, we need to continue to provide efficient and high-quality support that meets our customers’ needs globally at scale. Our sales process is highly dependent on the ease of use of our platform and products, our business reputation and positive recommendations from our existing customers. Any failure to maintain a high-quality customer support organization, or a market perception that we do not maintain such levels of support, could harm our reputation, our ability to sell to existing and prospective customers and our business, results of operation and financial condition.

Risks Related to Litigation and Government Regulation

Changing Canadian and U.S. federal, state, provincial and foreign laws and regulations related to privacy, information security and data protection could adversely affect how we collect and use personal information and harm our brand.

We may receive, store and otherwise process personal information and other data from and about our customers, employees and from other stakeholders like our vendors. There are numerous federal, provincial, local and international laws and regulations regarding privacy, data protection, information security and the storing, sharing, use, processing, transfer, disclosure, retention and protection of personal information and other content, the scope of which is rapidly changing, subject to differing interpretations and may be inconsistent among; regions, countries and states, or conflict with other legal requirements. We are also subject to contractual obligations from our customers and other third parties related to privacy, data protection and information security, and disclosures and commitments made in our privacy policies. We strive to comply with applicable laws, regulations, policies and other legal obligations relating to privacy, data protection and information security. However, the regulatory framework for privacy, data protection and information security worldwide is, and is likely to remain, uncertain for the foreseeable future, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.

We also expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and information security proposed and enacted in various jurisdictions. The United States, Canada, the European Union, the United Kingdom and other countries in which we operate are increasingly adopting or revising privacy, information security and data protection laws and regulations that could have a significant impact on our current and planned privacy, data protection and information security-related practices, our collection, use, sharing, retention and safeguarding of customer, consumer and/or employee information, as well as any other third-party information we receive, and some of our current or planned business activities. New and changing laws, regulations, and industry standards concerning privacy, data protection and information security may also impact the computing services and software industry platforms and data providers we utilize, and thereby indirectly impact our business. In the United States, this includes the California Consumer Privacy Act of 2018, or CCPA which came into effect on January 1, 2020. In the European Union and the United Kingdom, this includes the General Data Protection Regulation, or GDPR, which came into effect in May 2018. In Canada, this includes Canada’s Personal Information Protection and Electronic Documents Act, or PIPEDA and the Personal Information Protection Act in British Columbia. While we have taken measures to comply with applicable requirements contained in the GDPR, we may need to continue to make adjustments as

 

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more clarification and guidance on the requirements of the GDPR and how to comply with such requirements becomes available. Further, Brexit has created uncertainty with regard to the regulation of data protection in the United Kingdom including how the United Kingdom version of the GDPR will be implemented alongside its existing United Kingdom data protection regulations, and how data transfers to and from the United Kingdom will generally be regulated.

Uncertainty in the laws and regulations affecting cross border transfers of personal data may affect the demand and functionality of our services. In the past, we have relied on a variety of adequacy mechanisms, including the European Commission Decision 2002/2/EC regarding the adequacy of Canadian law, Standard Contractual Clauses, and Binding Corporate Rules, to enable us to provide our services around the globe at scale. Different European data protection regulators may impose additional requirements or apply differing standards for the transfer of personal data or even prohibit data transfers to certain non-EU countries, like the United States and Canada. Such standards may be particularly targeted at the software companies with whom we work. This creates significant additional uncertainty regarding our ability to lawfully transfer certain personal data from the EU and we may need to implement substantial changes to our information technology infrastructure as a result, which could take time and be costly. In addition, the CCPA affords consumers expanded privacy protections and control over the collection, use and sharing of their personal information. The potential effects of this legislation are far-reaching and may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. For example, the CCPA gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used. The California State Attorney General began enforcing the CCPA on July 1, 2020; to the extent that we have not fully implemented the data processing practices and policies necessary to comply with the CCPA, the Attorney General may serve us with an enforcement notice under the CCPA and impose civil penalties for violations. The CCPA also provides for a private right of action for data breaches that may increase data breach litigation.

With laws and regulations such as the CCPA in the United States, the PIPEDA in Canada, and GDPR in the European Union imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, we may face challenges in addressing their requirements and making necessary changes to our policies and practices and may incur significant costs and expenses in an effort to do so. For example, the increased consumer control over the sharing of their personal information afforded by CCPA may affect our customers’ ability to share such personal information with us or may require us to delete or remove consumer information from our records or data sets, which may create considerable costs for our organization. In addition, any failure or perceived failure by us to comply with our privacy policies, our privacy, data protection- or information security-related obligations to customers, users or other third parties or any of our other legal obligations relating to privacy, data protection or information security may result in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or others, and could result in significant liability, loss of relationships with key third parties, or cause our users to lose trust in us, which could have an adverse effect on our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for, our platform.

Additionally, if the third parties we work with, such as vendors or developers, violate applicable laws or regulations or our policies, such violations may also put our customers’ and their users at risk and could in turn have an adverse effect on our business. Any significant change to applicable laws, regulations or industry practices regarding the collection, use, retention, security or disclosure of such content, or regarding the manner in which the express or implied consent of such persons for the collection, use, retention or disclosure of such content is obtained, could increase our costs and require us to modify our services and features, possibly in a material manner, which we may be unable to complete and may limit our ability to store and process user data or develop new services and features. All of these implications could adversely affect our revenue, results of operations, business and financial condition.

 

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We are subject to United States, Canadian and foreign anti-corruption, anti-bribery and similar laws, and non-compliance with such laws may subject us to criminal or civil liability and harm our business.

We are subject to a variety of laws and regulations in the United States, Canada and foreign jurisdictions related to anti-corruption, anti-bribery and similar laws, including governing cross-border and domestic money transmission, gift cards and other prepaid access instruments, electronic fund transfers, taxation reporting requirements, foreign exchange, privacy and data protection, banking and import and export restrictions. We are also subject to various anti-corruption and anti-money laundering laws, including the Foreign Corrupt Practices Act (U.S.), the United States domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA Patriot Act, the U.K. Bribery Act 2010 and Proceeds of Crime Act 2002, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and its regulations, and other anti-bribery and anti-money laundering laws in countries in which we conduct activities. Concern about the use of payment processing platform for illegal conduct, such as money laundering or to support terrorist activities, may result in legislation or other governmental action that could require changes to our platform. In addition, depending on how our customer base evolves, and as we expand into new geographies, we expect to become subject to additional laws in the United States, Canada, Europe and elsewhere. Any non-compliance with such laws may subject us to criminal or civil liability and harm our business.

We are subject to export and import controls and economic sanctions laws that could impair our ability to offer our products or make our platform available in some jurisdictions, or subject us to liability if we are not in compliance with applicable laws.

As a result of our international operations, we are subject to a number of United States, Canadian and foreign laws relating to economic sanctions and to export and import controls which presently limit and could further limit our ability to offer our platform in certain jurisdictions or to certain customers. In addition, the export of our software in certain jurisdictions may require governmental authorizations. Various jurisdictions also regulate the import of certain technology, including imposing import permitting and licensing requirements, and have enacted laws that could limit our ability to offer our platform in those countries. Complying with export or import controls and economic sanctions may be time-consuming and result in the delay or loss of business opportunities.

Any change in export or import controls, economic sanctions or related legislation, or change in the countries, governments, persons, or technologies targeted by such restrictions or legislation, could result in decreased use of our platform by customers or in our decreased ability to offer our platform internationally, which would harm our business, operating results and financial condition. Furthermore, failure to comply with export or import controls or with economic sanctions may expose us to government investigations and penalties, which could harm our business, operating results and financial condition.

Governmental decisions with respect to perceived national security risks associated with quantum computing technology could impede the selling of our products and services.

Political challenges between the United States and countries in which our suppliers are located, including China, and changes to trade policies, including tariff rates and customs duties, trade relations between the United States and China and other macroeconomic issues could adversely impact our business. Specifically, United States-China trade relations remain uncertain and quantum computing has been designated as a technology with national security implications in many countries, including the United States and Canada. The United States administration has announced tariffs on certain products imported into the United States with China as the country of origin, and China has imposed tariffs in response to the actions of the United States. There is also a possibility of future tariffs, trade protection measures or other restrictions imposed on our products or on our customers by the United States, China or other countries that could have a material adverse effect on our business. To the extent our technology is deemed a matter of national security, our business could be subject to increased restrictions or regulations, our customer and supplier base may be restricted, our total addressable market may be reduced and our business, operating results and financial condition could be harmed.

 

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We are subject to requirements relating to environmental and safety regulations which could adversely affect our business, results of operation and reputation.

We are subject to numerous federal, state and local environmental laws and regulations governing, among other things, solid and hazardous waste storage, treatment and disposal, and remediation of releases of hazardous materials. There are significant capital, operating and other costs associated with compliance with these environmental laws and regulations. Environmental laws and regulations may become more stringent in the future, which could increase costs of compliance or require us to manufacture with alternative technologies and materials.

Federal, state and local authorities also regulate a variety of matters, including, but not limited to, health, safety and permitting in addition to the environmental matters discussed above. New legislation and regulations may require us to make material changes to our operations, resulting in significant increases to the cost of production.

Our hardware has operational hazards such as but not limited to hazardous operating temperatures and high voltage and/or high current electrical systems typical of large computer processing equipment and related safety incidents.

There may be environmental or safety incidents that damage machinery or product, slow or stop production, or harm employees or third parties. Consequences may include litigation, regulation, fines, increased insurance premiums, mandates to temporarily halt production, workers’ compensation claims, or other actions that impact our brand, finances, or ability to operate.

The Transaction may be subject to U.S. foreign investment regulations, which may impose conditions on the consummation of the Transaction. In addition, future investments in D-Wave Quantum Common Shares may be subject to U.S. foreign investment regulations.

Investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to U.S. laws that regulate foreign investments in U.S. businesses and access by foreign persons to technology developed and produced in the United States. These laws include Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, and the regulations at 31 C.F.R. Parts 800 and 802, as amended, administered by the Committee on Foreign Investment in the United States (“CFIUS”).

Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a “U.S. business” by a “foreign person” (in each case, as such terms are defined in 31 C.F.R. Part 800) always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through regulations that became effective in 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person, but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “covered investment critical infrastructure,” and/or “sensitive personal data” (in each case, as such terms are defined in 31 C.F.R. Part 800).

The Transaction will result in investments in our U.S. subsidiary by non-U.S. persons that could be considered by CFIUS to result in a covered control transaction that CFIUS would have authority to review. The Public Sector Pension Investment Board (“PSP”) is a Canadian Crown corporation and, following the closing of the Transaction and PIPE Financing, will hold between 41.4% and 54.8% of the issued and outstanding D-Wave Quantum Common Shares (assuming the No Redemption Scenario and Maximum Redemption Scenario, respectively). CFIUS or another U.S. governmental agency could choose to review the Transaction or past or proposed transactions involving new or existing foreign investors in D-Wave Quantum, even if a filing with CFIUS is or was not required at the time of such transaction.

 

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There can be no assurances that CFIUS or another U.S. governmental agency will not choose to review the Transaction. Any review and approval of an investment or transaction by CFIUS may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS policies and agency practices are rapidly evolving, and, in the event that CFIUS reviews the Transaction or one or more proposed or existing investment by investors, there can be no assurances that such investors will be able to maintain, or proceed with, such investments on terms acceptable to the parties to the Transaction or such investors. Among other things, CFIUS could seek to impose limitations or restrictions on, or prohibit, investments by such investors (including, but not limited to, limits on purchasing D-Wave Quantum Common Shares, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things), or CFIUS could require us to divest a portion of D-Wave Quantum.

If CFIUS elects to review the Transaction, the time necessary to complete such review of the Transaction or a decision by CFIUS to prohibit the Transaction could prevent DPCM from completing the Transaction with D-Wave Quantum prior to October 23, 2022. If DPCM is not able to consummate the Transaction with D-Wave Quantum nor able to complete another business combination by October 23, 2022, DPCM will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In addition, if DPCM fails to complete an initial business combination by October 23, 2022, there will be no redemption rights or liquidating distributions with respect to the Public Warrants or the Private Warrants, which will expire worthless.

Risks Related to D-Wave’s Intellectual Property

We may be unable to obtain, maintain and protect our intellectual property rights and proprietary information or prevent third parties from making unauthorized use of our technology, which could cause it to lose its competitive advantage.

Our intellectual property is important to our business. We rely on a combination of confidentiality clauses, assignment agreements and license agreements with employees and third parties, patents, trade secrets, copyrights, and trademarks to protect our intellectual property and competitive advantage, all of which offer only limited protection. The steps we take to protect our intellectual property require significant resources and may be inadequate. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. We may be required to use significant resources to obtain monitor and protect our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to copy our platform and our products and use information that we regard as proprietary to create products and services that compete with ours. Some license provisions protecting against unauthorized use, copying, transfer and disclosure of our proprietary information may be unenforceable under the laws of certain jurisdictions and foreign countries. In addition, we may not be able to acquire or maintain appropriate domain names in all countries in which we do business or prevent third parties from acquiring domain names that are similar to, infringe upon, or diminish the value of our trademarks and other intellectual property. Furthermore, regulations governing domain names may not protect our trademarks or similar proprietary rights.

We enter into confidentiality and intellectual property agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom we have strategic relationships and business alliances. These agreements may not be effective in securing ownership of our intellectual property or controlling access to our proprietary information and trade secrets. The confidentiality agreements on which we rely to protect certain technologies may be breached, may not be adequate to protect our confidential information, trade

 

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secrets and proprietary technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, trade secrets or proprietary technology. Further, these agreements do not prevent our competitors or others from independently developing technology that is substantially equivalent or superior to our technology. In addition, others may independently discover our trade secrets and confidential information, and in such cases, we likely would not be able to assert any trade secret rights against such parties. Additionally, we may from time to time be subject to opposition or similar proceedings with respect to applications for registrations of our intellectual property, including our trademarks. While we aim to acquire adequate protection of our brand through trademark registrations in key markets, occasionally third parties may have already registered or otherwise acquired rights to identical or similar marks for services that also address our market. We rely on our brand and trademarks to identify our platform and to differentiate our platform and services from those of our competitors, and if we are unable to adequately protect our trademarks third parties may use our brand names or trademarks similar to ours in a manner that may cause confusion in the market, which could decrease the value of our brand and adversely affect our business and competitive advantages.

Policing unauthorized use of our intellectual property and misappropriation of our technology and trade secrets is difficult and we may not always be aware of such unauthorized use or misappropriation. Despite our efforts to protect our intellectual property rights, unauthorized third parties may attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights or technology or otherwise develop services with the same or similar functionality as our platform and products. If our competitors infringe, misappropriate or otherwise misuse our intellectual property rights and we are not adequately protected, or if our competitors are able to develop a platform or product with the same or similar functionality as ours without infringing our intellectual property, our competitive advantage and results of operations could be harmed. Litigation brought to protect and enforce our intellectual property rights could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. As a result, we may be aware of infringement by our competitors, but may choose not to bring litigation to enforce our intellectual property rights due to the cost, time and distraction of bringing such litigation. Furthermore, if we do decide to bring litigation, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits challenging or opposing our right to use and otherwise exploit particular intellectual property, services and technology or the enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our solutions, impair the functionality of our platform, prevent or delay introductions of new or enhanced solutions, result in our substituting inferior or more costly technologies into our platform or injure our reputation. Furthermore, many of our current and potential competitors have the ability to dedicate substantially greater resources to developing and protecting their technology or intellectual property rights than we do.

Our patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with the commercialization of our products.

Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. The status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. As a result, we cannot be certain that any patent applications we have or will file will result in patents being issued, or that our patents and any patents that may be issued to us will afford protection against competitors with similar technology. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. In addition to those who may have patents or patent applications directed to relevant technology with an effective filing date earlier than any of our existing patents or pending patent applications, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issued United States patents will be issued.

 

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Even if our patent applications succeed and we are issued patents in accordance with them, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide us with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement than in the United States. In addition, the claims under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. The intellectual property rights of others could also bar us from licensing and exploiting any patents that issue from our pending applications. In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that it needs to license or design around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operating results.

We may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs. If third parties claim that we infringe upon or otherwise violate their intellectual property rights, our business could be adversely affected.

The computing and software industries are characterized by the existence of a large number of patents and frequent claims and related litigation regarding patents, copyright and other intellectual property rights. Third parties may assert that our platform, solutions, technology, methods or practices infringe, misappropriate or otherwise violate their intellectual property. We face the risk of claims that we have infringed or otherwise violated third parties’ intellectual property rights. Our future success depends in part on not infringing upon or otherwise violating the intellectual property rights of others. From time to time, our competitors or other third parties may claim that we are infringing upon or otherwise violating their intellectual property rights, and we may be found to be infringing upon or otherwise violating such rights. We may be unaware of the intellectual property rights of others that may cover some or all of our technology or conflict with our trademark rights. Any claims of intellectual property infringement or other intellectual property violations, even those without merit, could:

 

   

be expensive and time consuming to defend;

 

   

cause us to cease making, licensing or using our platform or products that incorporate the challenged intellectual property;

 

   

require us to modify, redesign, reengineer or rebrand our platform or products, if feasible;

 

   

cause significant delays in introducing new or enhanced services or technology;

 

   

divert management’s attention and resources; or

 

   

require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.

Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could result in our being required to pay significant damages, enter into costly settlement agreements, or prevent us from offering our platform or products, any of which could have a negative impact on our operating profits and harm our future prospects. We may also be obligated to indemnify our customers or business partners in connection with any such litigation and to obtain licenses, modify our platform or products, or refund subscription fees, which could further exhaust our resources. Such disputes could also disrupt our platform or products, adversely affecting our customer satisfaction and ability to attract customers.

Some of our intellectual property has been conceived or developed pursuant to government-funding agreements which impose certain obligations on us. Compliance with such obligations may limit our ability to freely transfer our assets without incurring substantial additional repayment obligations.

Our government-funding agreements may contain certain restrictive covenants that either limit our ability to, or require a prepayment, in the event we incur additional indebtedness or liens, merge with other companies or consummate certain changes of control, acquire other companies, engage in new lines of business, add new

 

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offices or business locations, make certain investments, pay dividends, transfer or dispose of certain assets, liquidate or dissolve, amend certain material agreements and enter into various specified transactions. We, therefore, may not be able to engage in any of the foregoing transactions unless we obtain the consent required by these agreements. Furthermore, our future working capital, borrowings or equity financing could be unavailable to repay or refinance the amounts outstanding under any of these agreements.

On March 3, 2022, we entered into the Venture Loan Agreement, by and between the Borrowers and PSPIB, as the lender. The Venture Loan Agreement is secured by a first-priority security interest in substantially all of the Borrowers’ assets which restricts our ability to freely transfer our assets. Under the Venture Loan Agreement, term loans in an aggregate principal amount of $25.0 million will become available to us in three tranches, subject to certain terms and conditions. See “D-Wave Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Venture Loan and Security Agreement.

In addition, we may also incur additional indebtedness in the future. The instruments governing such indebtedness could contain provisions that are as, or more, restrictive than those to which we are presently subject. Any such present or future restrictions may limit our ability to meet or business, financing or other goals which could have a material adverse effect on our business and results of operations.

Risks Related to Being a Public Company

Our management has limited experience operating a public company, and thus its success in such endeavors cannot be guaranteed.

Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under U.S. securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the post-combination company. We may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies in the United States. This could impact our ability or prevent us from timely reporting our operating results, timely filing required reports with the SEC and complying with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

If we are unable for any reason to meet the continued listing requirements of the NYSE, such action or inaction could result in a delisting of our securities.

If, after listing, we fail to satisfy the continued listing requirements of the NYSE (for example, the NYSE corporate governance requirements or the NYSE minimum closing bid price requirement), the NYSE may take steps to delist our securities. Such a delisting would likely have a negative effect on the price of our securities and would impair your ability to sell or purchase our securities when you wish to do so. In the event of a delisting, actions taken by us to restore compliance with listing requirements may not allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent such securities from dropping below any minimum bid price requirement or prevent future non-compliance with the NYSE listing requirements.

 

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If securities and industry analysts do not publish research or reports about our business or publish negative reports about our business, our share price and trading volume may suffer.

The trading market for our securities will depend on the research and reports that securities or industry analysts publish about us or our business. Currently, we do not have any analyst coverage and may not obtain analyst coverage in the future. In the event we obtain analyst coverage, we will not have any control over such analysts. If one or more of the analysts who cover us downgrade the D-Wave Quantum Common Shares or D-Wave Quantum Warrants or change their opinion of the D-Wave Quantum Common Shares or D-Wave Quantum Warrants, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

There is a risk that we will fail to maintain an effective system of internal controls and our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected. We may identify material weaknesses in our internal controls over financing reporting which we may not be able to remedy in a timely manner.

As a public company, we will operate in an increasingly demanding regulatory environment, which requires it to comply with the Sarbanes-Oxley Act, the regulations of the NYSE, the rules and regulations of the SEC, expanded disclosure requirements, accelerated reporting requirements and more complex accounting rules. Responsibilities required by the Sarbanes-Oxley Act include establishing corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. Prior to the Closing, we have never been required to test our internal controls within a specified period and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner.

We anticipate that the process of building our accounting and financial functions and infrastructure will require significant additional professional fees, internal costs and management efforts. We may need to enhance and/or implement a new internal system to combine and streamline the management of our financial, accounting, human resources and other functions. However, the enhancement and/or implementation of a system may result in substantial costs. Any disruptions or difficulties in implementing or using such a system could adversely affect our controls and harm our business. Moreover, such disruption or difficulties could result in unanticipated costs and diversion of management’s attention. In addition, we may discover additional weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements. Our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed, investors could lose confidence in our reported financial information and we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities.

 

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We have identified a material weakness in our internal control over financial reporting. If we fail to remedy this weakness or maintain an effective system of internal controls, then our ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected. We may identify additional material weaknesses in our internal controls over financing reporting which we may not be able to remedy in a timely manner.

In connection with the preparation and audit of our financial statements as of and for the fiscal years ended December 31, 2021 and 2020, a material weakness was identified in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, a material weakness was identified in our control environment related to our financial statement close process: we lacked sufficient accounting and financial reporting personnel with requisite knowledge and experience in the application of complex areas of GAAP and SEC rules to facilitate accurate and timely financial reporting and we lacked adequate accounting personnel to perform sufficient review over certain areas including non-routine revenue transactions, equity and government assistance, which resulted in a number of material year end audit adjustments made prior to the issuance of the financial statements for the years ended December 31, 2021 and December 31, 2020.

If this material weakness is not remediated, it could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. We are implementing measures designed to improve our internal control over financial reporting to remediate this material weakness including adding additional qualified accounting personnel with experience with complex GAAP and SEC rules, engaging consultants to assist with the financial statement close process, and segregating duties among accounting personnel to enable adequate review controls. The primary costs associated with such measures are corresponding recruiting and additional salary and consulting costs, which are difficult to estimate at this time but which may be significant. These additional resources and procedures are intended to enable us to broaden the scope and quality of our internal review of underlying information related to financial reporting and to formalize and enhance our internal control procedures.

The material weakness will not be considered remediated until our remediation plan has been fully implemented, the applicable controls operate for a sufficient period of time, and we have concluded, through testing, that the newly implemented and enhanced controls are operating effectively. We currently expect that our remediation plan will be substantially implemented concurrently with the closing of this offering, following which we will continue to test such controls over time. We cannot predict the success of such efforts or the outcome of its assessment of the remediation efforts. Our efforts may not remediate this material weakness in our internal control over financial reporting, or additional material weaknesses may be identified in the future. A failure to implement and maintain effective internal control over financial reporting could result in errors in our consolidated financial statements that could result in a restatement of our financial statements, and could cause us to fail to meet our reporting obligations, any of which could diminish investor confidence in us and cause a decline in the price of our common stock.

Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company,” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.

We will incur increased costs as a result of our operation as a public company, and our management will be required to devote substantial time and resources to employing new compliance initiatives in order to comply with the regulatory requirements applicable to public companies.

If we complete the Transaction and become a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. As a public company, we will be subject to the

 

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reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and the NYSE. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

General Risk Factors

Our business is exposed to risks associated with litigation and may become subject to litigation, investigations and regulatory proceedings including product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

From time to time in the ordinary course of our business, we may become involved in various legal proceedings, including commercial, product liability, employment, class action and other litigation and claims, as well as governmental and regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses. In addition, our insurance or indemnities may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Furthermore, because litigation is inherently unpredictable, the results of such actions may have a material adverse effect on our business, operating results or financial condition.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.

We may be subject to taxes by the U.S. federal, state, local and foreign tax authorities. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 

   

allocation of expenses to and among different jurisdictions;

 

   

changes in the valuation of our deferred tax assets and liabilities;

 

   

expected timing and amount of the release of any tax valuation allowances;

 

   

tax effects of stock-based compensation;

 

   

costs related to intercompany restructurings;

 

   

changes in tax laws, tax treaties, regulations or interpretations thereof; or

 

   

lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other taxes by U.S. federal, state, and local and foreign taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

 

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Changes in tax laws or regulations that are applied adversely to us may materially adversely affect our business, prospects, financial condition and operating results.

New income, sales, use or other tax laws, statutes, rules, regulation or ordinances could be enacted at any time, or interpreted, changed, modified or applied adversely to us, any of which could adversely affect our business, prospects, financial performance and operating results. In particular, presidential, congressional, state and local elections in the United States could result in significant changes in, and uncertainty with respect to, tax legislation, regulation and government policy directly affecting our business or indirectly affecting us because of impacts on our customers, suppliers and manufacturers. For example, the United States government has, from time to time, proposed and may enact significant changes to the taxation of business entities including, among others, an increase in the corporate income tax rate and the imposition of minimum taxes or surtaxes on certain types of income. The likelihood of these changes being enacted or implemented is unclear. We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business. To the extent that such changes have a negative impact on us, including as a result of related uncertainty, these changes may materially and adversely affect our business, prospects, financial condition and operating results.

Risks Related to DPCM, D-Wave Quantum and the Transaction

The Sponsor and DPCM’s executive officers and directors have agreed to vote in favor of the Transaction, regardless of how the Public Stockholders vote.

Unlike many other blank check companies in which the founders, executive officers and directors have agreed to vote their Founder Shares in accordance with the majority of the votes cast by the Public Stockholders in connection with an initial business combination, the Sponsor and DPCM’s executive officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with DPCM and, in the case of the Sponsor, the Amended and Restated Sponsor Support Agreement, to vote any shares of DPCM Common Stock held by them in favor of the Transaction. We expect that the Initial Stockholders (and their permitted transferees) will own approximately 20% of the issued and outstanding shares of DPCM Common Stock at the time of the Special Meeting. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their shares in accordance with the majority of the votes cast by the Public Stockholders.

DPCM’s board of directors did not obtain a fairness opinion in determining whether to proceed with the Transaction and, as a result, the terms may not be fair from a financial point of view to the Public Stockholders.

In analyzing the Transaction, DPCM’s management conducted significant due diligence on D-Wave. For a complete discussion of the factors utilized by DPCM’s board of directors in approving the business combination, see the section entitled, “The Transaction — Recommendation of DPCM’s Board of Directors and Reasons for the Transaction.” DPCM’s board of directors believes because of the financial skills and background of its directors, it was qualified to conclude that the Transaction was fair from a financial perspective to its stockholders and that D-Wave’s fair market value was at least 80% of DPCM’s net assets (excluding any taxes payable on interest earned).

Notwithstanding the foregoing, DPCM’s board of directors did not obtain a fairness opinion to assist it in its determination. DPCM’s board of directors may be incorrect in its assessment of the Transaction and, as a result, the terms may not be fair from a financial point of view to the Public Stockholders.

 

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DPCM’s Sponsor, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Transaction Proposal and approval of the other proposals described in this proxy statement/prospectus.

When considering DPCM’s board of directors’ recommendation that its stockholders vote in favor of the approval of the Transaction Proposal and the other proposals described in this proxy statement/prospectus, DPCM Stockholders should be aware that the Sponsor and certain of DPCM’s executive officers and directors have interests in the Transaction that may be different from, or in addition to, the interests of the DPCM Stockholders generally. These interests include:

 

   

the fact that the Sponsor, which is controlled by Emil Michael, the DPCM Chairman and CEO, has waived its right to redeem any of the Founder Shares and public shares in connection with a stockholder vote to approve a proposed initial business combination;

 

   

the fact that each of Emil Michael and Shervin Pishevar (an affiliate of the Sponsor) entered into a PIPE Subscription Agreement with D-Wave Quantum, pursuant to which each of Mr. Michael and Mr. Pishevar subscribed for and agreed to purchase on the Closing Date, and D-Wave Quantum agreed to issue and sell to each of Mr. Michael and Mr. Pishevar on the Closing Date, the number of PIPE Shares equal to $250,000, divided by $10.00 and multiplied by the Exchange Ratio on the terms and subject to the conditions set forth therein;

 

   

the fact that the Sponsor paid an aggregate of $25,000 for the Founder Shares which will convert into approximately 2.8 million D-Wave Quantum Common Shares in accordance with the terms of the Transaction Agreement (giving effect to the forfeiture of the 4,484,425 Forfeited Shares) and such securities will have a significantly higher value at the time of the Transaction, estimated at approximately $             based on the closing price of $             per public share on the NYSE on             , 2022, which Founder Shares would become worthless if DPCM fails to complete an initial business combination by October 23, 2022. As a result of the nominal price paid for the Founder Shares, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other stockholders experience a negative rate of return following the consummation of the Transaction;

 

   

the fact that the Sponsor has agreed to waive (pursuant to the IPO Letter Agreement and for no further consideration) its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if DPCM fails to complete an initial business combination by October 23, 2022;

 

   

the fact that the Sponsor paid approximately $8,000,000 for 8,000,000 Private Warrants, with each such Private Warrant being exercisable at $11.50 for one share of DPCM Class A Common Stock; if DPCM does not consummate an initial business combination by October 23, 2022, then the proceeds from the sale of the Private Warrants will be part of the liquidating distribution to the Public Stockholders and the warrants held by the Sponsor will be worthless; the Private Warrants held by the Sponsor had an aggregate market value of approximately $             based upon the closing price of $             per Public Warrant on the NYSE on             , 2022;

 

   

the beneficial ownership of Peter Diamandis, Denmark West and Desiree Gruber, each an independent director of DPCM, of 45,000, 37,500 and 37,500 Founder Shares, respectively, initially transferred to such individuals by the Sponsor, which will convert into 120,000 D-Wave Quantum Common Shares in accordance with the terms of the Transaction Agreement. All such shares would become worthless if DPCM does not consummate an initial business combination by October 23, 2022, as these individuals have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $             based on the closing price of $             per public share on the NYSE on             , 2022;

 

   

an entity in which Emil Michael is a manager loaned $200,000 to the Sponsor under the Sponsor Affiliate Note, the proceeds of which were directed to DPCM in order to fund working capital deficiencies or finance transaction costs in connection with a business combination. In the event that the Transaction fails to close, the Sponsor may have insufficient assets and/or funds to enable it to repay such amounts to the entity affiliated with Emil Michael;

 

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the economic interests in the Sponsor of certain of DPCM’s officers and directors, which gives them an indirect pecuniary interest in the shares of DPCM Common Stock and DPCM Warrants held by the Sponsor along with a direct interest in the shares of DPCM Common Stock and DPCM Warrants held directly by certain of DPCM’s officers and directors and certain affiliates of the Sponsor, and which interests will be worthless if DPCM does not consummate an initial business combination by October 23, 2022, are summarized in the below table: the value of the DPCM Class B Common Stock and Warrants is calculated based on the price per share of DPCM Class A Common Stock and Warrants as of             , 2022:

 

    Investment
Amount
    Number of Shares
of DPCM Class B
Common Stock
    Value of DPCM
Class B
Common Stock
    Number
of
Warrants
    Value of
Warrants
    Value of
DPCM
Securities
    Other
potential
interest (1)
    Total
interest
at risk
 

Emil Michael

  $ 3,037,500       2,568,633     $                     2,805,994     $                   $                     (2   $                

Ignacio Tzoumas

  $ 0       21,756     $                     24,000     $                   $                                      $                

Peter Diamandis

  $ 0       45,000     $                     0     $                   $                                      $                

Denmark West

  $ 100,000       114,312     $                     84,735     $                   $                                      $                

Desiree Gruber

  $ 50,000       75,906     $                     42,368     $                   $                                      $                

Kyle Wood

  $ 150,000       245,755     $                     271,103     $                   $                                      $                
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total DPCM Affiliate Interest

  $ 3,337,500       3,071,362     $                     3,228,200     $                   $                                      $                

Total Non-DPCM Affiliate Interest

  $ 5,187,500       4,350,637     $                     4,771,800     $                   $                                      $                

Total Interest in Transaction

  $ 8,525,000       10,493,361     $                     8,000,000     $                   $                                      $                

 

(1)

Inclusive of $220,000 in loans extended by the Sponsor to DPCM or D-Wave Quantum. There are presently no fees that will be paid to the Sponsor upon consummation of the Transaction and no of out-of-pocket expenses have been incurred that would be reimbursed upon consummation of the Transaction.

(2)

Inclusive of $200,000 loaned to the Sponsor under the Sponsor Affiliate Note by an entity of which Emil Michael is a manager.

Given (i) the differential in the purchase price that the Sponsor and certain of DPCM’s officers and directors paid for the DPCM Class B Common Stock as compared to the price of the DPCM Class A Common Stock, (ii) the differential in the purchase price that the Sponsor paid for the Private Placement Warrants as compared to the price of the Public Warrants, and (iii) the substantial number of D-Wave Quantum Common Shares that the Sponsor and these officers and directors will receive upon conversion of the DPCM Class B Common Stock and/or Private Placement Warrants, the Sponsor and these officers and directors can earn a positive return on their investment, even if DPCM public shareholders have a negative return on their investment.

 

   

if the Trust Account is liquidated, including in the event DPCM is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to DPCM if and to the extent any claims by a third-party for services rendered or products sold to us, or a prospective target business with which DPCM has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the DPCM IPO against certain liabilities, including liabilities under the Securities Act;

 

   

DPCM’s Charter provides that the doctrine of corporate opportunity will not apply with respect to any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, except as set forth in the DPCM Charter.

 

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DPCM does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. In the course of their other business activities, DPCM’s officers and directors may become aware of other investment and business opportunities which may be appropriate for presentation to DPCM as well as the other entities with which they are affiliated. DPCM’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom DPCM’s management has a pre-existing fiduciary obligation will be presented the opportunity before DPCM is presented with it. DPCM does not believe, however, that the fiduciary duties or contractual obligations of DPCM’s officers or directors or waiver of corporate opportunity materially affected DPCM’s search for a business combination, including the negotiation or recommendation thereof or the provision of advice in connection therewith. DPCM is not aware of any such corporate opportunity not being offered to DPCM and does not believe the renouncement of DPCM’s interest in any such corporate opportunities impacted DPCM’s search for an acquisition target;

 

   

members of the DPCM Board are entitled to reimbursement for all out-of-pocket expenses incurred by them on DPCM’s behalf incident to identifying, investigating and consummating a business combination, but will not receive reimbursement for any out-of-pocket expenses to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated; no such out-of-pocket expenses have been incurred to date and are not expected to exceed $10,000;

 

   

in order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of DPCM’s directors and officers may, but are not obligated to, loan funds to DPCM as may be required. If a business combination were to be consummated, such loaned amounts would be repaid. In the event that the Transaction fails to close, DPCM could use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. To date, an aggregate of $220,000 is outstanding under such loans. In addition, up to $1,500,000 of such loans could be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender. No such convertible loans have been incurred to date with respect to the Transaction, nor are any such convertible loans expected to be incurred;

 

   

CDPM Sponsor Group II, LLC, an affiliate of the Sponsor, entered into an unsecured promissory note with the Sponsor, which note directed funds advanced thereunder to DPCM in order to fund working capital deficiencies or finance transaction costs in connection with a business combination. If a business combination were to be consummated, such loaned amounts would be repaid. In the event that the Transaction fails to close, the Sponsor may have insufficient funds to repay the promissory note. To date, an aggregate of $200,000 is outstanding under such loans. Other than as set forth above, there are no other amounts (including any fees or out-of-pocket expenses) due to affiliates of the Sponsor upon the consummation of the Transaction;

 

   

following the consummation of the Transaction, D-Wave will continue to indemnify DPCM’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy for the benefit of such individuals; and

 

   

Emil Michael, the current Chief Executive Officer of DPCM, is expected to be a director of D-Wave Quantum after the consummation of the Transaction. As such, in the future Mr. Michael will receive any cash fees, stock options, stock awards or other remuneration that D-Wave Quantum’s board of directors determines to pay them and any applicable compensation.

These interests may have influenced DPCM’s directors in making their recommendation that you vote in favor of the Transaction Proposal and the other proposals described in this proxy statement/prospectus.

 

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If the Transaction’s benefits do not meet the expectations of investors or securities analysts, the market price of DPCM’s securities or, following the Closing, D-Wave Quantum’s securities, may decline.

If the perceived benefits of the Transaction do not meet the expectations of investors or securities analysts, the market price of DPCM’s securities prior to the Closing may decline. The market values of D-Wave’s securities at the time of the Transaction may vary significantly from their prices on the date the Transaction Agreement was executed, the date of this proxy statement/prospectus, or the date on which the DPCM Stockholders vote on the Transaction, which may affect stockholder approval and the number of stockholder redemptions.

In addition, following the Transaction, fluctuations in the price of D-Wave Quantum’s securities could contribute to the loss of all or part of your investment. Currently, there is no public market for any series or class of D-Wave Quantum Common Shares or D-Wave Quantum Warrants. Accordingly, the valuation ascribed to D-Wave may not be indicative of the price that will prevail in the trading market following the Transaction. If an active market for D-Wave Quantum’s securities develops and continues, the trading price of D-Wave Quantum’s securities following the Transaction could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond D-Wave Quantum’s control. Any of the factors listed below could have a material adverse effect on your investment in D-Wave Quantum’s securities and D-Wave Quantum’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of D-Wave Quantum’s securities may not recover and may experience a further decline.

Factors affecting the trading price of D-Wave Quantum’s securities may include:

 

   

actual or anticipated fluctuations in D-Wave Quantum’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

 

   

changes in the market’s expectations about D-Wave Quantum’s operating results;

 

   

success of competitors;

 

   

D-Wave Quantum’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

 

   

changes in financial estimates and recommendations by securities analysts concerning D-Wave Quantum or the industries in which D-Wave Quantum operates;

 

   

operating and share price performance of other companies that investors deem comparable to D-Wave Quantum;

 

   

D-Wave Quantum’s ability to market new and enhanced products and technologies on a timely basis;

 

   

changes in laws and regulations affecting D-Wave Quantum’s business;

 

   

D-Wave Quantum’s ability to meet compliance requirements;

 

   

commencement of, or involvement in, litigation involving D-Wave Quantum;

 

   

changes in D-Wave Quantum’s capital structure, such as future issuances of securities or the incurrence of additional debt;

 

   

the volume of D-Wave Quantum Common Shares available for public sale;

 

   

any changes in D-Wave Quantum’s board of directors or management;

 

   

sales of substantial amounts of D-Wave Quantum Common Shares by D-Wave Quantum’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

 

   

general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism. See “—Risks Related to D-Wave’s Business and Industry

 

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Broad market and industry factors may materially harm the market price of D-Wave Quantum’s securities irrespective of D-Wave Quantum’s operating performance. The stock market in general, and the NYSE in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of D-Wave Quantum’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to D-Wave Quantum could depress D-Wave Quantum’s share price regardless of D-Wave Quantum’s business, prospects, financial conditions or results of operations. A decline in the market price of D-Wave Quantum’s securities also could adversely affect D-Wave Quantum’s ability to issue additional securities and D-Wave Quantum’s ability to obtain additional financing in the future.

D-Wave Quantum will qualify as an “emerging growth company” within the meaning of the Securities Act, and if D-Wave Quantum takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make D-Wave Quantum’s securities less attractive to investors and may make it more difficult to compare D-Wave Quantum’s performance to the performance of other public companies.

D-Wave Quantum will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, D-Wave Quantum will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. D-Wave Quantum will remain an emerging growth company until the earliest of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement, (b) in which D-Wave Quantum has total annual gross revenue of at least $1.07 billion, or (c) in which D-Wave Quantum is deemed to be a large accelerated filer, which means the market value of D-Wave Quantum Common Shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which D-Wave Quantum has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as D-Wave Quantum is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, D-Wave Quantum may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find DPCM Common Stock less attractive because D-Wave Quantum will rely on these exemptions, which may result in a less active trading market for the DPCM Common Stock and its price may be more volatile.

If a significant number of holders of shares of DPCM Class A Common Stock elect to redeem their shares in connection with the Transaction, D-Wave Quantum may become a “controlled company” within the meaning of the rules of the NYSE and the rules of the SEC. As a result, D-Wave Quantum may qualify for exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies. In addition, the interests of D-Wave Quantum’s principal stockholder may conflict with the interests of D-Wave Quantum or its stockholders in the future.

If a significant number of holders of shares of DPCM Class A Common Stock elect to redeem their shares in connection with the Transaction, immediately following the completion of the Transaction, PSP would control a majority of the voting power of D-Wave Quantum. For example, assuming the Maximum Redemption Scenario

 

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and including its purchase of PIPE Shares pursuant to the PIPE Financing, upon consummation of the Transaction, PSP would control approximately 54.8% of the outstanding D-Wave Quantum Common Shares. As a result, depending on the number of redemptions, D-Wave Quantum may be a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

 

   

the requirement that a majority of the D-Wave Quantum board of directors consist of “independent directors” as defined under the rules of the NYSE;

 

   

the requirement that D-Wave Quantum have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

 

   

the requirement that D-Wave Quantum have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

 

   

the requirement for an annual performance evaluation of the compensation and nominating and corporate governance committees.

Following the consummation of the Transaction, regardless of whether D-Wave Quantum becomes a “controlled company” as a result of holders of shares of DPCM Class A Common Stock electing to redeem their shares in connection with the Transaction, D-Wave Quantum does not intend to utilize any of the exemptions available to controlled companies. However, D-Wave Quantum would be able to elect to utilize any of these exemptions at its discretion if and for so long as it is a “controlled company.” Accordingly, if D-Wave Quantum becomes a “controlled company”, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

In addition, depending on the number of redemptions of DPCM Class A Common Stock in connection with the Transaction, upon consummation of the Transaction, PSP may be able to control the vote on all matters submitted to a vote of D-Wave Quantum stockholders, which would enable them to control the election of the members of D-Wave Quantum’s board of directors and other significant corporate decisions. Even if PSP does not own a majority of the D-Wave Quantum Common Shares upon consummation of the Transaction, it will own a significant percentage of such shares and will be able to exert significant influence over such matters. In particular, for so long as PSP continues to own a significant percentage of such shares, PSP may be able to prevent a change of control of D-Wave Quantum or a change in the composition of its board of directors and could effectively preclude any unsolicited acquisition of D-Wave Quantum. Such concentration of ownership could deprive you of an opportunity to receive a premium for your D-Wave Quantum Common Shares as part of a sale of D-Wave Quantum, and ultimately may affect the market price of such shares. PSP and its affiliates engage in a broad spectrum of activities, and in the ordinary course of their business may engage in activities where their interests conflict with the interests of D-Wave Quantum or those of its other stockholders.

inal purchase price paid by the Sponsor for the Founder Shares may significantly dilute the implied value of the Public Shares upon completion of the Transaction. In addition, the value of the Sponsor’s Founder Shares will be significantly greater than the amount the Sponsor paid to purchase such shares, even if the Transaction causes the trading price of the D-Wave Quantum Common Shares to materially decline.

The Sponsor invested an aggregate of $8,025,000 in DPCM, comprised of the $25,000 purchase price for the Founder Shares and the $8,000,000 purchase price for the Private Placement Units. The amount held in the Trust Account was $300,229,704 as of March 31, 2022, implying a value of $10.00 per Public Share.

The following table shows the Public Stockholders’ and DPCM’s Initial Stockholders’ (including the Sponsor’s) investment per share and how these compare to the implied value of one D-Wave Quantum Common Share upon the completion of the Transaction. The following table assumes (i) that DPCM’s valuation is

 

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$300,229,704 (which is the amount DPCM held in the Trust Account as of March 31, 2022), (ii) no additional interest is earned on the funds held in the Trust Account, (iii) no Public Shares are redeemed in connection with the Transaction and (iv) the Sponsor forfeits the 4,484,425 Forfeited Shares and all remaining Founder Shares are held by the Sponsor, independent directors and special advisors upon completion of the Transaction, and does not take into account other potential impacts on DPCM’s valuation at the time of the Transaction such as (a) the value of DPCM’s Public Warrants and Private Warrants, (b) the trading price of DPCM’s common stock, (c) the initial business combination transaction costs, (d) any equity issued or cash paid to D-Wave’s shareholders, (e) any equity issued to other third party investors, (f) the forfeiture by the Sponsor of Founder Shares in connection with the Sponsor’s Aggregate Transaction Proceeds-based and DPCM Expenses-based forfeiture obligations, in each case, contained in the Amended and Restated Sponsor Support Agreement or (g) D-Wave’s business itself.

 

Public Shares held by Public Stockholders

    30,000,000 shares  

Founder Shares held by the Sponsor, independent directors and other Initial Stockholders

    7,500,000 shares  
 

 

 

 

Total shares of common stock

    37,500,000 shares  

Total funds in trust (1)

  $ 300,229,704  

Public Stockholders’ investment per Public Share(2)

  $ 10.00  

Initial Stockholders’ investment per Founder Share(3)

  $ 0.003  

Implied value per share of D-Wave Quantum common shares upon the Closing of the Transaction

  $ 8.00  

 

(1)

Amount held in the Trust Account as of December 31, 2021.

(2)

While the Public Stockholders’ investment is in both the Public Shares and the Public Warrants, for purposes of this table the full investment amount is ascribed to the Public Shares only.

(3)

The Sponsor’s total investment in the equity of D-Wave, inclusive of the Founder Shares and the Sponsor’s $8,000,000 investment in the Private Warrants, is $8,025,000. For purposes of this table, the full investment amount is ascribed to the Founder Shares only.

(4)

Investment per Founder Share reflects (i) the stock dividends with respect to DPCM Class B Common Stock of an aggregate of 2,875,000 shares and (ii) the Sponsor’s forfeiture of 1,125,000 Founder Shares upon the expiration of the underwriter’s over-allotment option.

Based on these assumptions, each D-Wave Quantum Common Share would have an implied value of $8.00 per share upon completion of the Transaction, representing a 20.0% decrease from the initial implied value of $10.00 per Public Share. While the implied value of $8.00 per share upon completion of the Transaction would represent a dilution to DPCM’s Public Stockholders, this would represent a significant increase in value for the Sponsor relative to the price it paid for each Founder Share. At $8.00 per share, the 7,500,000 D-Wave Quantum Common Shares that the Sponsor and DPCM’s independent directors and special advisors holding Founder Shares would own upon completion of the Transaction would have an aggregate implied value of $60,000,000. As a result, even if the trading price of D-Wave Quantum Common Shares significantly declines, the value of the Founder Shares held by the Sponsor and independent directors will be significantly greater than the amount the Sponsor paid to purchase such shares. In addition, the Initial Stockholders could potentially recoup its entire investment, inclusive of its investment in the Private Warrants, even if the trading price of D-Wave Quantum Common Shares after the completion of the Transaction is as low as $1.07 per share. As a result, the Sponsor and independent directors holding Founder Shares are likely to earn a substantial profit on their investment in DPCM upon disposition of D-Wave Quantum Common Shares even if the trading price of D-Wave Quantum Common Shares declines after the completion of the Transaction. The Sponsor and independent directors and special advisors of DPCM holding Founder Shares may therefore be economically incentivized to complete the Transaction, even if its terms are not in the best interests of the Public Stockholders, rather than liquidating DPCM. This dilution would increase to the extent that Public Stockholders seek redemptions from the Trust Account for their Public Shares.

 

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There are risks to DPCM Stockholders who are not affiliates of the Sponsor of becoming stockholders of D-Wave Quantum through the Transaction rather than acquiring securities of D-Wave Quantum directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

Because there is no independent third-party underwriter involved in the Transaction or the issuance of common stock and warrants in connection therewith, investors will not receive the benefit of any outside independent review of DPCM’s and D-Wave’s respective finances and operations. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, and the rules of the Financial Industry Regulatory Authority, Inc. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. The due diligence conducted by underwriters in an underwritten public offering is expected to provide additional assurance that the disclosure does not contain material misstatements or material omissions. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Transaction, prior to the opening of trading on the trading day immediately following the closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of D-Wave Quantum’s securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of D-Wave Quantum’s securities or helping to stabilize, maintain or affect the public price of D-Wave Quantum’s securities following the closing.

In addition, D-Wave Quantum will not engage in, has not requested and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with D-Wave Quantum’s securities that will be outstanding immediately following the closing. In addition, since D-Wave Quantum will become public through a business combination, securities analysts of major brokerage firms may not provide coverage of D-Wave Quantum since there is no incentive to brokerage firms to recommend the purchase of its securities. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on D-Wave Quantum’s behalf. All of these differences from an underwritten public offering of D-Wave Quantum’s securities could result in a more volatile price for D-Wave Quantum’s securities.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if D-Wave Quantum became a publicly listed company through an underwritten initial public offering instead of upon completion of the Transaction.

In addition, the Sponsor and certain of DPCM’s executive officers and directors have interests in the Transaction that may be different from, or in addition to, the interests of the DPCM Stockholders generally. Such interests may have influenced DPCM’s directors in making their recommendation that you vote in favor of the Transaction Proposal and the other proposals described in this proxy statement/prospectus. See “—DPCM’s Sponsor, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Transaction Proposal and approval of the other proposals described in this proxy statement/prospectus,” “—The nominal purchase price paid by the Sponsor for the Founder Shares may significantly dilute the implied value of the Public Shares in the event DPCM completes the Transaction. In

 

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addition, the value of the Sponsor’s Founder Shares will be significantly greater than the amount the Sponsor paid to purchase such shares in the event DPCM completes the Transaction, even if the Transaction causes the trading price of D-Wave’s common stock to materially decline” and “—Certain of DPCM’s officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by DPCM and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Each of Morgan Stanley, Citi and UBS has resigned from its advisory role in connection with the Transaction, and investors should not place any reliance on the fact that any of Morgan Stanley, Citi or UBS was involved with any aspect of the Transaction.

On May 13, 2022, each of Morgan Stanley and Citi resigned from its role as financial advisor to D-Wave and capital markets advisor to DPCM, respectively, and from its role as co-placement agent for a portion of the PIPE Financing. On May 20, 2022, UBS resigned from its role as capital markets advisor to DPCM. Despite our repeated requests that a reason be provided, none of Morgan Stanley, Citi or UBS provided a reason for its resignation or, in the case of Morgan Stanley and Citi, waiver of fees or, in the case of UBS, waiver of its deferred underwriting commission in connection with the DPCM IPO, in the case of Morgan Stanley and Citi despite having performed substantially all of the work to earn its respective fees prior to the date of its resignation, and in the case of UBS, despite having completed its services required to earn its deferred underwriting commission, in each case, subject to the completion of the Transaction.

None of Morgan Stanley, Citi or UBS communicated to D-Wave or DPCM, and neither D-Wave nor DPCM are aware, that the resignations were the result of any dispute or disagreement with D-Wave or DPCM, including any disagreement relating to the disclosure in the registration statement of which this proxy statement/prospectus forms a part, the scope of their respective engagements or their ability to complete such engagements, or any matter relating to D-Wave’s or DPCM’s operations, prospects, policies, procedures or practices. In connection with such resignations, Morgan Stanley waived its entitlement to $12,000,000 of fees payable upon completion of the Transaction, and Citi waived its entitlement to $10,000,000 of fees payable upon completion of the Transaction. Additionally, each of Citi and Morgan Stanley waived their respective entitlements to placement fees equal to 2.00% (for a total of 4.00%) of the gross proceeds received by DPCM or D-Wave Quantum upon consummation of the PIPE Financing (excluding any proceeds from PIPE Investors identified by DPCM or D-Wave without the involvement of Citi or Morgan Stanley), which was contingent and payable upon consummation of the PIPE Financing. Accordingly, none of D-Wave Quantum, D-Wave or DPCM has paid to either of Morgan Stanley or Citi, and is not liable for, any fees, including any fees for services already rendered. None of D-Wave Quantum, D-Wave or DPCM are party to any ongoing engagement or other relationship with any of Morgan Stanley, Citi or UBS. Prior to their respective resignations, D-Wave had been negotiating with each Morgan Stanley and Citi to reduce the fees payable to Morgan Stanley or Citi, as applicable, upon completion of the Transaction. In addition, prior its resignation, D-Wave had been negotiating with UBS to reduce the underwriting commission payable to UBS upon completion of the Transaction, and on June 15, 2022, UBS agreed to waive its entitlement to the deferred underwriting commission of $10,500,000 to which it became entitled upon completion of the DPCM IPO, subject to the completion of the Transaction. Accordingly, none of D-Wave Quantum, D-Wave or DPCM is liable for payment of the deferred underwriting commission of $10,500,000 to UBS. UBS was previously paid $6,000,000 of underwriter commission in connection with the DPCM IPO. Neither D-Wave nor DPCM expect to incur additional costs as a result of the resignations of each of Morgan Stanley, Citi and UBS and neither D-Wave nor DPCM believe that such resignations will affect the timing of the Transaction.

Neither Morgan Stanley nor Citi advised D-Wave or DPCM, as applicable, with respect to the identification or evaluation of potential business combination targets, nor did they introduce D-Wave and DPCM to each other. Morgan Stanley advised D-Wave in connection with the negotiation of the LOI, structuring the Transaction (including the bonus share structure), identifying potential investors in the PIPE Financing (although none of the investors identified by Morgan Stanley invested in the PIPE Financing) and reviewing related materials,

 

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including investor presentations. Citi advised DPCM in connection with the negotiation of the LOI, structuring the Transaction (including the bonus share structure), identifying potential investors in the PIPE Financing (although none of the investors identified by Citi invested in the PIPE Financing) and reviewing related materials, including investor presentations. Citi’s advice, analysis, and work product related to each of these topics (other than the investors identified for the PIPE Financing) were integrated into documentation related to the Transaction, which was reviewed by the DPCM Board in connection with the approval of the Transaction. Morgan Stanley did not prepare any materials that the DPCM board reviewed, but advised D-Wave in connection with the negotiation of the LOI, structuring the Transaction (including the bonus share structure), identifying potential investors in the PIPE Financing (although none of the investors identified by Morgan Stanley invested in the PIPE Financing) and reviewing related materials, including investor presentations, certain of which materials were reviewed by the DPCM Board as described above. In addition, Morgan Stanley reviewed and commented on the financial projections disclosed in the Registration Statement under the section titled “Proposal No. 1—The Transaction Proposal—Certain Projected Financial Information”, which were developed by D-Wave and were provided by D-Wave to the DPCM Board. Citi was not involved in the preparation or review of such financial projections.

UBS advised DPCM in connection with its consideration of potential business combination transactions. In addition, Morgan Stanley and Citi conducted a review of the disclosure contained in a previously filed version of this proxy statement/prospectus describing their respective roles in connection with the Transaction. UBS did not conduct such a review. Each of Morgan Stanley and Citi performed substantially all of the work required to earn its respective fees prior to the date of its resignation and UBS had completed its services required to earn its deferred underwriting commission in connection with the DPCM IPO, in each case, subject to the completion of the Transaction. No additional work was required under the terms of the respective engagements for each of Morgan Stanley and Citi to be entitled to the fees that they subsequently elected to waive, as described above. Pursuant to the UBS Engagement Letter, UBS was appointed on February 7, 2022, simultaneously with DPCM’s entry into the Transaction Agreement and the PIPE Subscription Agreements, to provide ad hoc capital markets advisory services to DPCM on a go-forward basis and was not involved in the selection of the target or the negotiation of the Transaction or the PIPE Financing. Upon its engagement, UBS agreed to perform such role without requesting or receiving additional compensation from DPCM. While UBS’ agreement to provide capital markets advisory services was ongoing and would not have been completed until the consummation of the Transaction, DPCM did not materially engage with UBS or request any services prior to UBS’ resignation as capital markets advisor. The DPCM Board to this point had not relied on UBS in its role as capital markets advisor and does not believe UBS’ resignation will have a material adverse impact on DPCM’s ability to successfully consummate the Transaction. UBS’ deferred underwriting commission, which it subsequently elected to waive, had been earned upon completion of the DPCM IPO, subject to the completion of the Transaction.

None of Morgan Stanley, Citi or UBS provided an opinion in connection with the transactions described in this proxy statement/prospectus, and none of Morgan Stanley, Citi or UBS has retracted, modified or otherwise indicated that any of D-Wave Quantum, D-Wave or DPCM may not or should not rely on any advice, analysis or work product it has provided in connection with the Transaction or its engagement. Neither D-Wave nor DPCM believes that Morgan Stanley’s, Citi’s or UBS’ resignations will impact the Transaction or the PIPE Financing, other than by (i) reducing aggregate fees payable to such firms by approximately $32,500,000 (as described above) and (ii) potentially adversely affecting investors’ perception of the Transaction as a result of such resignations as the resignations of Morgan Stanley, Citi and UBS, including the waiver of fees by each of them for services that have already been rendered, are unusual and some investors may find the Transaction less attractive as a result.

Each of Morgan Stanley, Citi and UBS claim no remaining role in the Transaction, declined to review the disclosure regarding its resignation and have disclaimed any responsibility for any portion of this proxy statement/prospectus or the registration statement of which this proxy statement/prospectus forms a part, despite having previously rendered services in connection with the Transaction. Each of Morgan Stanley, Citi and UBS’ resignation indicates that it does not want to be associated with the disclosure or the underlying business analysis related to the Transaction. Each of Morgan Stanley, Citi and UBS declined to review the disclosure in this proxy

 

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statement/prospectus pertaining to its resignation, and there can be no assurance that any of Morgan Stanley, Citi or UBS agrees with this disclosure and no inference should be drawn to such effect. Investors should not place any reliance on the fact that Morgan Stanley, Citi or UBS were involved with any aspect of the Transaction. None of D-Wave Quantum, D-Wave or DPCM are party to any ongoing engagement or other relationship with any of Morgan Stanley, Citi or UBS.

Litigation or legal proceedings could expose any of DPCM, D-Wave, and, following the consummation of the Transaction, D-Wave Quantum, to significant liabilities and have a negative impact on DPCM’s, D-Wave’s or D-Wave Quantum’s respective reputations or business, as applicable, and may be negatively impacted in light of the resignations of Morgan Stanley, Citi and UBS.

Each of DPCM, D-Wave and, following the consummation of the Transaction, D-Wave Quantum, may become subject to claims, litigation, disputes and other legal proceedings from time to time. We evaluate these claims, litigation, disputes and other legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we may establish reserves, as appropriate. These assessments and estimates are based on the information available to each management team at the time of its respective assessment and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our assessments and estimates.

As is customary, certain provisions of D-Wave and DPCM’s respective agreements with Morgan Stanley, Citi and UBS, including the Underwriting Agreement, survived such firms’ resignations. These provisions include D-Wave and DPCM’s respective obligations to indemnify such firms from and against any losses and claims arising out of, or in connection with, the services provided under their respective agreements, and obligations to maintain information, advice and opinions in confidence. No right of first refusal or other right to participate in subsequent transactions, nor any obligation to pay fees, survived the termination of such agreements.

Under the terms of the Underwriting Agreement with UBS, the Citi Engagement Letter, the UBS Engagement Letter and the Placement Agent Engagement Letter, DPCM agreed to indemnify and hold harmless each of the respective firms, their affiliates and each of their respective directors, officers, agents and employees from and against any losses and claims arising in any manner out of or in connection with the services provided to DPCM thereunder. Under the terms of the Morgan Stanley Engagement Letter, D-Wave agreed to indemnify and hold harmless Morgan Stanley, its affiliates and each of their respective directors, officers, employees and agents from and against any losses and claims arising in any manner out of or in connection with the services provided to D-Wave thereunder. Accordingly, if any claims, litigation, disputes or other legal proceedings are brought by third parties against any of Morgan Stanley, Citi or UBS in relation to the services it provided to DPCM or D-Wave under any of these agreements, then DPCM or D-Wave, respectively, may be liable to pay for or reimburse such firm or firms for the losses and costs it incurs unless the losses and costs are finally judicially determined to have resulted from the bad faith or gross negligence of such firm or firms or their respective directors, officers, employees and agents. Additionally, other than the Underwriting Agreement, each of the agreements described above contains a contribution provision in the event that such indemnification is unavailable or otherwise prohibited by law, however, the contribution obligations of each firm are limited to the amount of compensation or fees actually paid to such party in respect of the engagement. As a result, none of Morgan Stanley, Citi or UBS has any further contribution liability under their respective engagement letters because they have each waived their rights to any fees in connection with their resignations. UBS, however, retains its contribution obligations under the Underwriting Agreement. Therefore, other than with respect to UBS contribution obligations under the Underwriting Agreement, as a result of such resignations, and in contrast to other transactions where the underwriters and financial advisors did not resign and waive rights to fees or deferred underwriting commissions, as the case may be, the potential financial liability of D-Wave and DPCM with respect to an indemnified loss where such indemnification is otherwise unavailable to the indemnified party may be higher under the respective agreements than it would have been had such underwriters and financial advisors not resigned and waived their rights to any fees or deferred underwriting commissions.

 

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If such losses and claims are brought following the consummation of the Transaction, then D-Wave Quantum may be exposed to similar liabilities and negative impact. Even when not merited or whether or not DPCM, D-Wave or D-Wave Quantum, as applicable, ultimately prevails, the defense of these lawsuits may divert management’s attention, and we may incur significant expenses in defending these lawsuits. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some of these legal disputes may result in adverse monetary damages, penalties or injunctive relief against any of DPCM, D-Wave and, following the consummation of the Transaction, D-Wave Quantum, which could negatively impact any of our financial positions, cash flows or results of operations. An unfavorable outcome of any legal dispute following the consummation of the Transaction could imply that D-Wave Quantum becomes liable for damages or may have to modify its business model. Further, any liability or negligence claim against D-Wave Quantum may, if successful, result in damages being awarded that contain punitive elements and therefore may significantly exceed the loss or damage suffered by the successful claimant. Any claims or litigation, even if fully-indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. A settlement or an unfavorable outcome in a legal dispute could have an adverse effect on D-Wave Quantum’s business, financial condition, results of operations, cash flows and/or prospects.

Certain of DPCM’s officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by DPCM and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Until DPCM consummates its initial business combination, it intends to engage in the business of identifying and combining with one or more businesses. The Sponsor and DPCM’s officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, including other special purpose acquisition companies with a class of securities registered under the Exchange Act.

DPCM’s officers and directors also may become aware of business opportunities which may be appropriate for presentation to DPCM and the other entities to which they owe certain fiduciary or contractual duties. DPCM’s amended and restated certificate of incorporation provides that it renounces interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as DPCM’s director or officer and such opportunity is one DPCM is legally and contractually permitted to undertake and would otherwise be reasonable for DPCM to pursue, and to the extent the director or officer is permitted to refer that opportunity to DPCM without violating any legal obligation.

In the absence of the “corporate opportunity” waiver in DPCM’s charter, certain candidates would not be able to serve as an officer or director. DPCM believes it substantially benefits from having representatives who bring significant, relevant and valuable experience to DPCM’s management and, as a result, the inclusion of the “corporate opportunity” waiver in DPCM’s amended and restated certificate of incorporation provides it with greater flexibility to attract and retain the officers and directors that it feels are the best candidates.

However, the personal and financial interests of DPCM’s directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. The different timelines of competing business combinations could cause DPCM’s directors and officers to prioritize a different business combination over finding a suitable acquisition target for DPCM’s business combination. Consequently, DPCM’s directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in the DPCM Stockholders’ best interest, which could negatively impact the timing for a business combination. DPCM is not aware of any such conflicts of interest and do not believe that any such conflicts of interest impacted DPCM’s search for an acquisition target.

 

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During the pendency of the Transaction, DPCM will not be able to enter into a business combination with another party because of restrictions in the Transaction Agreement. Furthermore, certain provisions of the Transaction Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Transaction Agreement.

Covenants in the Transaction Agreement impede the ability of DPCM to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Transaction. As a result, DPCM may be at a disadvantage to its competitors during that period. In addition, while the Transaction Agreement is in effect, neither DPCM nor D-Wave may solicit, assist, facilitate the making, submission or announcement of, or intentionally encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be more favorable to DPCM’s shareholders than the Transaction. In addition, if the Transaction is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Transaction Agreement due to the passage of time during which these provisions have remained in effect.

In connection with the Plan of Arrangement, registered holders of D-Wave Common Shares are entitled to dissent rights and if the number of Dissenting Shareholders (as defined below) is larger than expected, significant additional costs may be incurred.

D-Wave’s registered shareholders are entitled to dissent from the Transaction and to receive payment of the “fair value” of their D-Wave Shares following its consummation. See “Summary—Appraisal and Dissenting Rights” and “Proposal No. 1—The Transaction Proposal — Related Agreements — Plan of Arrangement.” If the Transaction is completed, a registered D-Wave Shareholder who has duly and validly exercised their rights of Dissent pursuant to the Plan of Arrangement, the Interim Order and the BCBCA shall be deemed not to have participated in the Transaction and will be entitled to the payment by CallCo in cash of the fair value of such dissenting D-Wave Shareholder’s D-Wave Common Shares as of the close of business on the day prior to the date on which the vote to approve the Transaction was taken, excluding any appreciation or depreciation, directly or indirectly induced by the proposed Transaction. If an agreement as to “fair value” cannot be reached, a statutory appraisal procedure is available to determine the “fair value.” While the “fair value” of a registered holder of D-Wave Shares as determined under this appraisal procedure could be more than or the same as the Transaction Proceeds, it could also be determined to be less than the Transaction Proceeds. DPCM and D-Wave cannot predict the number of D-Wave Shares that will constitute dissenting shares in the Transaction, the additional amount of cash that may be required to be paid following the Transaction with respect to dissenting shares, or the expenses that may be incurred in connection with addressing any assertion of dissenters’ appraisal rights. If substantial costs are incurred in connection with any assertion of dissenters’ rights, it could have a material and adverse effect on D-Wave Quantum.

DPCM or D-Wave may waive one or more of the conditions to the Transaction.

DPCM or D-Wave may agree to waive, in whole or in part, some of the conditions to the obligations to complete the Transaction, to the extent permitted by the governing documents of DPCM and D-Wave. For example, it is a condition to close the Transaction that certain of D-Wave’s representations and warranties are true and correct in all respects as of the Closing Date, except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in a material adverse effect. If DPCM’s Board determines that it is in DPCM Stockholders’ best interest to waive any such breach, then DPCM’s Board may elect to waive that condition and consummate the Transaction. If this condition is not met, the Transaction may not be consummated unless DPCM’s Board agrees to waive this condition.

On June 16, 2022, D-Wave agreed to waive the minimum cash condition in the Transaction Agreement of Aggregate Transaction Proceeds being equal to or greater than $115,000,000, subject to Aggregate Transaction Proceeds being equal to or greater than $30,000,000, which is a condition to D-Wave’s obligation to close the

 

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Transaction. Since D-Wave elected to waive the minimum cash condition in the Transaction Agreement, subject to Aggregate Transaction Proceeds being equal to or greater than $30,000,000, upon the consummation of the Transaction, D-Wave Quantum may have less capital to execute its business plan and pursue its growth prospects, which could have a material adverse effect on D-Wave Quantum’s financial condition following the consummation of the Transaction.

On June 16, 2022, D-Wave Quantum, D-Wave and DPCM entered into the Purchase Agreement with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from D-Wave Quantum, at the option of D-Wave Quantum, up to $150,000,000 of D-Wave Quantum Common Shares from time to time over a 36-month period following the Commencement Date (as defined below). The Purchase Agreement is subject to certain limitations including but not limited to, the filing and effectiveness of the Lincoln Park Registration Statement. D-Wave Quantum anticipates using the Equity Line to partially fund its operations and business. See “Proposal No. 1—The Transaction Proposal—Related Agreements—The Lincoln Park Transactions.”

Notwithstanding the foregoing, certain closing conditions may not be waived due to the parties’ charter or organizational documents, applicable law, or otherwise. The following closing conditions may not be waived: receipt of the requisite stockholder approvals, the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, the issuance of the Interim Order and the Final Order (each as defined in the Transaction Agreement) by the Supreme Court of British Columbia on terms consistent with the Transaction Agreement and the Plan of Arrangement and the absence of any law or order that would prohibit the consummation of the Transaction. See the section “Proposal No. 1—The Transaction Proposal—The Transaction Agreement—Conditions to the Closing of the Transaction” for further information.

DPCM’s current directors and executive officers beneficially own shares of DPCM Common Stock and DPCM Warrants that will be worthless if the Transaction is not approved. Such interests may have influenced their decision to approve the Transaction.

Certain of DPCM’s officers and directors and/or their affiliates beneficially own or have a pecuniary interest in shares of DPCM Common Stock and DPCM Warrants that the Sponsor purchased prior to DPCM’s IPO. DPCM’s executive officers and directors and their affiliates have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the Transaction or another business combination is not approved by October 23, 2022, such securities held by such persons will be worthless. Such shares and warrants had an aggregate market value of approximately $72.8 million and $3.2 million, respectively based upon the closing prices of DPCM Class A Common Stock and DPCM Public Warrants on the NYSE on May 20, 2022. Furthermore, members of the DPCM Board are entitled to reimbursement for all out-of-pocket expenses incurred by them on DPCM’s behalf incident to identifying, investigating and consummating a business combination, but will not receive reimbursement for any out-of-pocket expenses to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of DPCM’s directors and officers may, but are not obligated to, loan funds to DPCM as may be required. If a business combination were to be consummated, such loaned amounts would be repaid. In the event that the Transaction fails to close, DPCM could use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. To date, an aggregate of $220,000 is outstanding under such loans. In addition, up to $1,500,000 of such loans could be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender. No such convertible loans have been incurred to date with respect to the Transaction, nor are any such convertible loans expected to be incurred. Additionally, CDPM Sponsor Group II, LLC, an affiliate of the Sponsor, entered into an unsecured promissory note with the Sponsor, which note directed funds advanced thereunder to DPCM in order to fund working capital deficiencies or finance transaction costs in connection with a business combination. If a business combination were to be consummated, such loaned amounts would be repaid. In the event that the Transaction fails to close, the Sponsor may have insufficient funds to repay the

 

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promissory note. To date, an aggregate of $200,000 is outstanding under such loans. Other than as set forth above, there are no other amounts (including any fees or out-of-pocket expenses) due to affiliates of the Sponsor upon the consummation of the Transaction. See the section entitled “The Transaction—Interests of Certain Persons in the Transaction.”

These financial interests may have influenced the decision of DPCM’s directors to approve the Transaction and to continue to pursue the Transaction. In considering the recommendations of the DPCM board of directors to vote for the Transaction Proposal and other proposals, DPCM’s Public Stockholders should consider these interests.

The exercise of discretion by DPCM’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Transaction Agreement may result in a conflict of interest when determining whether such changes to the terms of the Transaction Agreement or waivers of conditions are appropriate and in the best interests of DPCM’s securityholders.

In the period leading up to the Closing, other events may occur that, pursuant to the Transaction Agreement, would require DPCM to agree to amend the Transaction Agreement, to consent to certain actions or to waive rights that we are entitled to under those agreements. Such events could arise because of changes in the course of D-Wave’s business, a request by D-Wave to undertake actions that would otherwise be prohibited by the terms of the Transaction Agreement or the occurrence of other events (including those that would have a material adverse effect on D-Wave’s business) and would entitle DPCM to terminate the Transaction Agreement. In any of such circumstances, it would be in DPCM’s discretion, acting through DPCM’s board of directors, to grant consent or waive DPCM’s rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what they may believe is best for DPCM and DPCM’s securityholders and what they may believe is best for themself or their affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, DPCM does not believe there will be any changes or waivers that DPCM’s directors and officers would be likely to make after stockholder approval of the Transaction has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the transaction that would have a material impact on the stockholders, DPCM will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit the vote of the DPCM Stockholders with respect to the Transaction Proposal.

Each of DPCM and D-Wave have incurred and will incur substantial costs in connection with the Transaction and related transactions, such as legal, accounting, consulting and financial advisory fees.

As part of the Transaction, each of DPCM and D-Wave are utilizing professional service firms for legal, accounting and financial advisory. Although the parties have been provided with estimates of the costs for each advisory firm, the total actual costs may exceed those estimates. In addition, D-Wave Quantum may retain consulting services to assist in the integration of the businesses, including but not limited to organizational decisions. These consulting services may extend beyond the current estimated time frame thus resulting in higher-than-expected costs.

The parties expect the aggregate transaction expenses as a result of the Transaction to be substantial. The per-share amount DPCM will distribute to Public Stockholders who properly exercise their redemption rights will not be reduced by the transaction expenses and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect DPCM’s obligation to pay the transaction expenses.

Uncertainty about the effect of the Transaction may affect D-Wave Quantum’s ability to retain key employees and integrate management structures and may materially impact the management, strategy and results of its operation as a combined company.

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effect on D-Wave Quantum. These uncertainties may impair its ability to attract, retain and motivate key personnel for a period of time after the Transaction. If key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with D-Wave Quantum following the completion of the Transaction, its business could be harmed.

Furthermore, the Transaction may require D-Wave Quantum to make changes and reconsider the executive roles that will be most beneficial to it as it integrates executives from DPCM. D-Wave Quantum may not be successful in completing these changes and the lack of proper management structures or suitable personnel may materially impact the management, strategy and results of its operation as a combined company.

Some of D-Wave’s relationships with third party intellectual property right holders and vendors may experience disruptions in connection with the Transaction, including as a result of existing agreements that contain change in control or early termination rights that may be implicated by the Transaction.

Parties which D-Wave currently does business with, or D-Wave Quantum may do business with in the future, including third party intellectual property right holders and vendors, may experience uncertainty associated with the Transaction, including with respect to current or future business relationships with D-Wave Quantum. As a result, D-Wave Quantum’s business relationships may be subject to disruptions if third party intellectual property rights owners, vendors or others attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than us. For example, certain vendors and third-party providers may have contractual consent rights, transfer fees or termination rights that may be triggered by a change of control or assignment of the rights and obligations of contracts that will be transferred in the Transaction. These disruptions could harm D-Wave’s relationships with existing third parties with whom D-Wave has prior relationships and preclude D-Wave from attracting new third parties, all of which could have a material adverse effect on DPCM’s business, financial condition and results of operations, cash flows, and/or share price. The effect of such disruptions could be exacerbated by a delay in the consummation of the Transaction.

Financial projections with respect to D-Wave may not prove to be reflective of actual financial results.

In connection with the Transaction, the DPCM Board considered, among other things, internal financial forecasts prepared by, or at the direction of, the management of D-Wave, the key elements of which are set forth in the section titled “Proposal No. 1—The Transaction Proposal—The DPCM Board’s Reasons for the Approval of the Transaction.” D-Wave does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. None of these projections or forecasts were prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, U.S. GAAP, IFRS or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. Neither DPCM’s independent registered public accounting firm nor D-Wave’s independent registered public accounting firm, PricewaterhouseCoopers LLP have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the unaudited prospective financial information, and accordingly, they do not express an opinion or any other form of assurance with respect thereto. These projections and forecasts are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These projections and forecasts are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of D-Wave. There can be no assurance that D-Wave Quantum’s financial condition, including its cash flows or results of operations, will be consistent with those set forth in such projections and forecasts, which could have an adverse impact on the market price of the D-Wave Quantum Common Shares or the business, financial condition and results of operations of D-Wave Quantum following the Closing.

 

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The historical financial results of D-Wave and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what D-Wave’s actual financial position or results of operations would have been if it were a public company.

The historical financial results of D-Wave included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows it would have achieved as a public company during the periods presented or those that D-Wave Quantum will achieve in the future. D-Wave Quantum’s financial condition and future results of operations could be materially different from amounts reflected in D-Wave’s historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare D-Wave Quantum’s future results to historical results or to evaluate its relative performance or trends in its business.

As a privately held company, D-Wave has not been required to comply with many corporate governance and financial reporting practices and policies required of a publicly traded company. As a result of the Transaction, D-Wave Quantum will be a public company with significant operations, and as such (and particularly after it is no longer an “emerging growth company”), will face increased legal, accounting, administrative and other costs and expenses as a public company that D-Wave did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations implemented by the SEC, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements require it to carry out activities D-Wave has not done previously. In addition, expenses associated with SEC reporting requirements will be incurred. If any issues in complying with those requirements are identified (for example, if the auditors identify a significant deficiency or additional material weaknesses in the internal control over financial reporting), D-Wave Quantum could incur additional costs to rectify those issues, and the existence of those issues could adversely affect its reputation or investor perceptions. In addition, D-Wave Quantum will purchase director and officer liability insurance, which has substantial additional premiums. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs. The additional reporting and other obligations associated with being a public company will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities.

Similarly, the unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, D-Wave being treated as the “acquiror” for financial reporting purposes in the Transaction, the total debt obligations and the cash and cash equivalents of D-Wave on the date the Transaction closes and the number of DPCM Public Shares that are redeemed in connection with the Transaction.

Accordingly, such pro forma financial information may not be indicative of D-Wave Quantum’s future operating or financial performance and D-Wave Quantum’s actual financial condition and results of operations may vary materially from the pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Combined Financial Information.”

The Sponsor or DPCM’s directors, executive officers or advisors or their respective affiliates may elect to purchase shares from Public Stockholders, which may influence the vote on the Transaction and reduce the public “float” of DPCM Common Stock.

The Sponsor or DPCM’s directors, executive officers or advisors or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Transaction, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of DPCM’s shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or DPCM’s directors, executive officers or advisors or their respective affiliates purchase shares in privately

 

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negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Transaction and thereby increase the likelihood of obtaining stockholder approval of the Transaction, where it appears that such requirement would otherwise not be met. This may result in the completion of the Transaction that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of DPCM Common Stock and the number of beneficial holders of DPCM’s securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of DPCM’s securities on a national securities exchange.

Public Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Public Stockholders may be forced to sell their securities, potentially at a loss.

Public Stockholders are entitled to receive funds from the Trust Account only (i) in the event of a redemption to Public Stockholders prior to any winding up in the event DPCM does not consummate its initial business combination or its liquidation, (ii) if they redeem their shares in connection with an initial business combination that DPCM consummates or, (iii) if they redeem their shares in connection with a stockholder vote to amend DPCM’s amended and restated certificate of incorporation (A) to modify the substance or timing of DPCM’s obligation to redeem 100% of the Public Shares if DPCM does not complete its initial business combination by October 23, 2022 or (B) with respect to any other provision relating to DPCM’s pre-business combination activity and related stockholders’ rights. In addition, if DPCM does not complete an initial business combination by October 23, 2022 for any reason, compliance with Delaware law may require it submit a plan of dissolution to its then-existing stockholders for approval prior to the distribution of the proceeds held in the Trust Account. In that case, Public Stockholders may be forced to wait beyond by October 23, 2022 before they receive funds from the Trust Account. In no other circumstances will a stockholder have any right or interest of any kind to the funds in the Trust Account. Accordingly, to liquidate their investment, the Public Stockholders may be forced to sell their securities, potentially at a loss.

DPCM’s directors may decide not to enforce indemnification obligations against the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below $10.00 per Public Share and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, DPCM’s independent directors would determine whether to take legal action against the Sponsor to enforce such indemnification obligations. It is possible that DPCM’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If DPCM’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Public Stockholders may be reduced below $10.00 per Public Share.

DPCM’s ability to successfully effect the Transaction and D-Wave Quantum’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of D-Wave, all of whom DPCM expects to stay with D-Wave Quantum following the Transaction. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

DPCM’s ability to successfully effect the Transaction and D-Wave Quantum’s ability to successfully operate the business following the Closing is dependent upon the efforts of certain key personnel of D-Wave. Although DPCM expects key personnel to remain with D-Wave Quantum following the Transaction, there can be no assurance that they will do so. It is possible that D-Wave Quantum will lose some key personnel, the loss of which could negatively impact the operations and profitability of D-Wave Quantum.

 

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There can be no assurance that the D-Wave Quantum Common Shares will be approved for listing on the NYSE or any other exchange or that D-Wave Quantum will be able to comply with the continued listing standards of the NYSE any other exchange.

D-Wave Quantum has applied to list the D-Wave Quantum Common Shares and D-Wave Quantum Warrants on the NYSE under the proposed symbols “QBTS” and “QBTS.WS,” respectively, upon the consummation of the Transaction. D-Wave Quantum’s continued eligibility for listing may depend on the number of DPCM’s shares that are redeemed. If, after the Transaction, the NYSE delists the D-Wave Quantum Common Shares or D-Wave Quantum Warrants from trading on its exchange for failure to meet the listing standards, D-Wave Quantum and its stockholders could face significant material adverse consequences including:

 

   

a limited availability of market quotations for D-Wave Quantum’s securities;

 

   

reduced liquidity for D-Wave Quantum’s securities;

 

   

a determination that the D-Wave Quantum Common Shares are a “penny stock” which will require brokers trading in the D-Wave Quantum Common Shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for D-Wave Quantum Common Shares;

 

   

a limited amount of analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

DPCM may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate.

The Sponsor and DPCM’s executive officers and directors have agreed that DPCM must complete its initial business combination by October 23, 2022. DPCM may not be able to consummate an initial business combination within such time period. However, DPCM’s ability to complete its initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If DPCM is unable to consummate its initial business combination within the required time period, it will, as promptly as reasonably possible but not more than ten business days thereafter, distribute the aggregate amount then on deposit in the Trust Account (net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), pro rata to the Public Stockholders by way of redemption and cease all operations except for the purposes of winding up of its affairs, as further described herein. This redemption of Public Stockholders from the Trust Account will be effected as required by function of the DPCM Certificate of Incorporation and prior to any voluntary winding up.

For illustrative purposes, based on funds in the Trust Account of approximately $300.2 million on March 31, 2022, the estimated per share redemption price would have been approximately $10.00.

DPCM may face litigation and other risks as a result of the material weakness in its internal control over financial reporting.

Following the issuance of the SEC Staff Statement, DPCM’s audit committee concluded that it was appropriate to restate DPCM’s previously-issued financial statements as of December 31, 2020 and for the period from March 24, 2020 (date of inception) through December 31, 2020 (the “First Restatement”). As part of the First Restatement, DPCM identified a material weakness in its internal control over financial reporting.

 

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In light of recent comment letters issued by the SEC Staff, DPCM has re-evaluated its application of ASC 480-10-S99-3A to its accounting classification of its Public Shares. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that DPCM will consummate its initial business combination only if DPCM has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, DPCM’s management determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete DPCM’s initial business combination.

Therefore, DPCM’s management and audit committee concluded that it was appropriate to restate DPCM’s previously-issued (i) audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2020, as previously restated, (ii) interim financial statements included in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 and (iii) interim financial statements included in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 (the “Second Restatement” and, together with the First Restatement, the “Restatements”). As part of the Second Restatement, DPCM identified a material weakness in its internal control over financial reporting.

In connection with the preparation and audit (or review, as applicable), of our financial statements as of and for the fiscal years ended December 31, 2021 and 2020 and the three months ended March 31, 2022 and 2021, a material weakness was identified in our internal control over financial reporting. Specifically, a material weakness was identified in our control environment related to our disclosure of material agreements and related contingent fees, which resulted in a revision of the financial statements for the years ended December 31, 2021 and December 31, 2020 and the three months ended March 31, 2022 and 2021 to include such omitted disclosure.

As a result of such material weaknesses, the Restatements, the change in accounting for DPCM’s Private Warrants, Public Warrants and Public Shares and other matters raised or that may in the future be raised by the SEC, DPCM may face potential for litigation or other disputes, including, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatements and material weaknesses in DPCM’s internal control over financial reporting and the preparation of DPCM’s financial statements. As of the date of this proxy statement/prospectus statement, DPCM has no knowledge of any such litigation or dispute. However, DPCM can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on DPCM’s business, results of operations and financial condition or its ability to complete the Transaction.

The Public Warrants and Private Warrants are accounted for as liabilities and the changes in value of the Public Warrants and Private Warrants could have a material effect on DPCM’s financial results.

On April 12, 2021, the staff of the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Staff Statement”). The SEC Staff Statement focused on certain accounting and reporting considerations related to warrants of a kind similar to those issued by DPCM at the time of its initial public offering and the exercises by the underwriters of their over-allotment options in November 2020. In response to the SEC Staff Statement, DPCM reevaluated the accounting treatment of the Public Warrants and the Private Warrants, and determined to classify the Public Warrants and the Private Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on DPCM balance sheet as of December 31, 2020 and December 31, 2021 contained elsewhere in this proxy statement/prospectus are derivative liabilities related to embedded features contained within the Public Warrants and the Private Warrants. Accounting Standards Codification (“ASC”) 815-40 provides for the re-measurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of income. As a result of the recurring fair value measurement, DPCM’s financial statements and results of operations may fluctuate quarterly based on factors which are outside of its control. Due to the recurring fair

 

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value measurement, DPCM expects that it will recognize non-cash gains or losses on the Public Warrants and the Private Warrants each reporting period and that the amount of such gains or losses could be material.

Risks Related to Ownership of the D-Wave Quantum Common Shares

D-Wave Quantum will have broad discretion in the use of its cash, cash equivalents and investments, including the proceeds of the Transaction, and it may invest or spend such amounts in ways with which you may not agree or in ways which may not yield a return.

D-Wave Quantum’s management will have considerable discretion in the application of the net proceeds of the Transaction, and its stockholders will not have the opportunity to approve how the proceeds are being used. If the net proceeds are used for corporate purposes that do not result in an increase to the value of its business, D-Wave Quantum’s stock price could decline. Pending their use, D-Wave Quantum, may invest its cash, cash equivalents and investments, including the net proceeds from the Transaction, in a manner that does not produce income or that loses value.

Subsequent to the consummation of the Transaction, D-Wave Quantum may be required to take write-downs or write-offs, or D-Wave Quantum may be subject to restructuring, impairment or other charges that could have a significant negative effect on D-Wave Quantum’s financial condition, results of operations and the price of D-Wave Quantum’s securities, which could cause you to lose some or all of your investment.

Although DPCM has conducted due diligence on D-Wave, this diligence may not surface all material issues that may be present with D-Wave’s business. Factors outside of D-Wave’s and outside of DPCM’s control may, at any time, arise. As a result of these factors, D-Wave Quantum may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in D-Wave Quantum reporting losses. Even if DPCM’s due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with DPCM’s preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on D-Wave Quantum’s liquidity, the fact that D-Wave Quantum reports charges of this nature could contribute to negative market perceptions about D-Wave Quantum or its securities. In addition, charges of this nature may cause D-Wave Quantum to be unable to obtain future financing on favorable terms or at all.

D-Wave Quantum may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Transaction from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger or business combination agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on DPCM’s or D-Wave Quantum’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Transaction, then that injunction may delay or prevent the Transaction from being completed, which may adversely affect DPCM’s or D-Wave’s or, if the Transaction is completed but delayed, D-Wave Quantum’s business, financial position and results of operations. We cannot predict whether any such lawsuits will be filed.

While DPCM and D-Wave work to complete the Transaction, D-Wave’s management’s focus and resources may be diverted from operational matters and other strategic opportunities.

Successful completion of the Transaction may place a significant burden on management and other internal resources of D-Wave. The diversion of management’s attention and any difficulties encountered in the transition process could harm D-Wave’s business, financial condition, results of operations and prospects and D-Wave Quantum’s following the Transaction. In addition, uncertainty about the effect of the Transaction on D-Wave’s

 

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employees, consultants, customers, suppliers, partners, and other third parties, including regulators, may have an adverse effect on D-Wave Quantum following the Transaction. These uncertainties may impair D-Wave Quantum’s ability to attract, retain and motivate key personnel for a period of time after the completion of the Transaction.

D-Wave Quantum may be subject to securities litigation, which is expensive and could divert management attention.

Following the Transaction, D-Wave Quantum’s share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. D-Wave Quantum may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on D-Wave Quantum’s business, financial condition, and results of operations. Any adverse determination in litigation could also subject D-Wave Quantum to significant liabilities.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about D-Wave Quantum’s business, the price and trading volume of D-Wave Quantum’s securities could decline.

The trading market for D-Wave Quantum’s securities will be influenced by the research and reports that industry or securities analysts may publish about D-Wave Quantum, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on D-Wave Quantum. If no securities or industry analysts commence coverage of D-Wave Quantum, D-Wave Quantum’s share price and trading volume would likely be negatively impacted. If any of the analysts who may cover D-Wave Quantum change their recommendation regarding the D-Wave Quantum Common Shares adversely, or provide more favorable relative recommendations about D-Wave Quantum’s competitors, the price of the D-Wave Quantum Common Shares would likely decline. If any analyst who may cover D-Wave Quantum were to cease coverage of D-Wave Quantum or fail to regularly publish reports on it, D-Wave Quantum could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

Sales of a substantial amount of the D-Wave Quantum Common Shares in the public markets may cause the market price of the D-Wave Quantum Common Shares to decline.

Pursuant to the Registration Rights and Lock-Up Agreement, after the consummation of the Transaction and subject to certain exceptions certain DPCM Stockholders receiving D-Wave Quantum Common Shares as consideration pursuant to the Transaction Agreement will be contractually restricted from selling or transferring any of their shares.

However, following the expiration of the lock-up period, such equityholders will not be restricted from selling shares of D-Wave Quantum held by them, other than by applicable securities laws. As such, sales of a substantial number of D-Wave Quantum Common Shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of D-Wave Quantum Common Shares.

Pursuant to the PIPE Subscription Agreements for the PIPE Financing, we will be required to register the resale of the shares issued to the PIPE Investors and D-Wave Quantum Common Shares received by certain shareholders as consideration pursuant to the Transaction Agreement.

As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in D-Wave’s share price or the market price of D-Wave shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

 

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Pursuant to the Lincoln Park Registration Rights Agreement, D-Wave Quantum will be required to file a registration statement covering D-Wave Quantum Common Shares that are issuable to Lincoln Park under the Purchase Agreement (the “Lincoln Park Registration Statement”) with the SEC within thirty (30) days following the Closing. After the Lincoln Park Registration Statement becomes effective, if and when D-Wave Quantum does sell D-Wave Quantum Common Shares to Lincoln Park, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its discretion, subject to compliance with applicable securities laws. Therefore, sales to Lincoln Park by D-Wave Quantum could result in substantial dilution to the interests of other holders of D-Wave Quantum Common Shares. Additionally, the sale of a substantial number of D-Wave Quantum Common Shares to Lincoln Park, or the anticipation of such sales, could make it more difficult for D-Wave Quantum to sell equity or equity-related securities in the future at a time and at prices that it might otherwise wish to effect such sales.

The stock price of D-Wave Quantum Common Shares may be volatile or may decline regardless of its operating performance.

The market price of D-Wave Quantum Common Shares may fluctuate significantly in response to numerous factors, many of which are beyond its control, including:

 

   

actual or anticipated fluctuations in its revenue or other operating metrics;

 

   

changes in the financial guidance provided to the public or D-Wave Quantum’s failure to meet this guidance;

 

   

failure of securities analysts to initiate or maintain coverage of D-Wave Quantum, changes in financial estimates by any securities analysts who follow D-Wave Quantum, or its failure to meet the estimates or the expectations of investors;

 

   

changes in accounting standards, policies, guidelines, interpretations, or principles;

 

   

the economy as a whole and market conditions in its industry;

 

   

rumors and market speculation involving D-Wave Quantum or other companies in its industry;

 

   

announcements by D-Wave Quantum or its competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

 

   

new laws or regulations or new interpretations of existing laws or regulations applicable to its business;

 

   

lawsuits threatened or filed against us;

 

   

other events or factors, including those resulting from war, incidents of terrorism, or responses to these events;

 

   

the expiration of contractual lock-up or market standoff agreements; and

 

   

sales of additional D-Wave Quantum Common Shares by D-Wave Quantum or its stockholders.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If D-Wave Quantum were to become involved in securities litigation, it could be subjected to substantial costs, divert resources and the attention of management from its business, and harm its business.

D-Wave Quantum may amend the terms of the Public Warrants in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding Public Warrants.

The Public Warrants were issued in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and DPCM. The Warrant Agreement provides that the terms

 

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of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least a majority of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, D-Wave Quantum may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding Public Warrants approve of such amendment. Although D-Wave Quantum’s ability to amend the terms of the Public Warrants with the consent of a majority of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the Public Warrants into stock or cash, shorten the exercise period or decrease the number of warrant shares issuable upon exercise of a Public Warrant.

If the Transaction is consummated, the DPCM Stockholders will experience dilution.

Following completion of the Transaction, the Public Stockholders will own approximately 21.9% of the fully diluted common equity of D-Wave Quantum (assuming, among other things, the No Redemption Scenario). If any shares of DPCM Class A Common Stock are redeemed in connection with the Transaction, the percentage of D-Wave Quantum’s fully diluted common equity held by the current Public Stockholders of DPCM will decrease relative to the percentage held if none of the shares of DPCM Class A Common Stock are redeemed. To the extent that, following the consummation of the Transaction, any of the outstanding D-Wave Quantum Warrants are exercised for D-Wave Quantum Common Shares, the Public Stockholders may also experience substantial dilution.

As the number of redemptions of shares of DPCM Common Stock increases, the number of shares of outstanding DPCM Common Stock decreases and increases the Exchange Ratio. If Exchange Ratio increases, then the number of D-Wave Quantum Common Shares issuable to holders of D-Wave Quantum Warrants after the Effective Time will also increase. See “Questions and Answers — Questions and Answers about DPCM’s Special Stockholder Meeting and the Transaction — Do I have redemption rights?” and “—What equity stake will the current equityholders of DPCM and D-Wave hold in D-Wave Quantum after the consummation of the Transaction and what are the possible sources of dilution that the public stockholders that elect not to redeem their shares will experience in connection with the Transaction?

The DPCM Warrants may have an adverse effect on the market price of the D-Wave Quantum Common Shares.

DPCM issued DPCM Public Warrants to purchase 10,000,000 shares of DPCM Class A Common Stock as