SPACInsider Logo
DPCM Capital (XPOA) Shareholders Approve D-Wave Systems Deal
by Marlena Haddad on 2022-08-05 at 5:45pm

DPCM Capital (NYSE:XPOA) announced in a press release this afternoon that its shareholders have approved its combination with quantum computing firm D-Wave Systems at a special meeting held August 2.

But, the SPAC’s 8-K filing disclosed that stockholders holding 29,097,787 shares of Class A Common Stock exercised their right to redeem for a pro rata portion of the funds in DPCM’s trust account. As a result, $291,365,553.22, or 96.993%, will be removed from DPCM’s trust to pay such stockholders.

In an effort to add security to the closing redemption numbers, the deal originally featured a pool of 5,000,000 shares that were to be distributed to non-redeeming shareholders and up to 1,800,000 more for PIPE investors depending on redemption levels. DPCM funded the deal with about $300 million from its current trust supplemented by a $40 million PIPE. This drew investment from Canadian pension manager PSP Investments, NEC Corporation, Goldman Sachs (NYSE:GS), Yorkville Advisors, and Aegis Group Partners.

In an amendment made in June, DPCM waived the condition to the transaction agreement, which called for the aggregate transaction proceeds to be equal to or exceeding $30 million.

Nonetheless, the parties closed the deal today, and the combined company’s shares of common stock and warrants are expected to commence trading, on Monday, August 8, on the NYSE under the ticker symbols “QBTS” and “QBTS WS,” respectively.

The SPAC initially announced the $1.35 billion deal with D-Wave on February 8, 2022. Burnaby, Canada-based D-Wave is developing annealing quantum computers and gate-model quantum computers that can be accessed by clients across a variety of sectors via cloud services agreements.

CEO Alan Baratz will continue to lead the company’s operations. As part of the business combination, Emil Michael, CEO and Chairman of DPCM Capital, joins D-Wave Quantum’s board of directors.


ADVISORS

  • Morgan Stanley & Co. LLC (“Morgan Stanley”) is serving as the exclusive financial advisor to D-Wave.
  • Paul, Weiss, Rifkind, Wharton & Garrison LLP and Blake, Cassels & Graydon LLP are serving as legal counsel to D-Wave.
  • Citigroup Global Markets Inc. (“Citigroup”) is serving as the lead capital markets advisor to DPCM Capital.
  • UBS Investment Bank is also serving as capital markets advisor to DPCM Capital. Greenberg Traurig LLP and Stikeman Elliott LLP are serving as legal counsel to DPCM Capital.
  • Morgan Stanley and Citigroup are also acting as placement agents for DPCM Capital with respect to a portion of the PIPE financing raised for certain Qualified Institutional Buyers and Institutional “Accredited Investors.”
  • Morgan Stanley and Citigroup did not act as placement agents or participate in any role with respect to, and will not earn any fees from, the portion of the PIPE financing which was conducted by D-Wave.
  • Longview Communications and Public Affairs is serving as D-Wave’s Canadian public affairs advisor.
Recent Posts
by Kristi Marvin on 2023-01-28 at 1:59pm

Terms Tracker for the Week Ending January 27, 2022 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. We’re coming up on the end of January, the first month of the year, and to-date no new S-1s have been filed. Additionally, the number...

by Marlena Haddad on 2023-01-27 at 11:34am

  Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Latest SPAC News: Circle spokesperson denies blaming SEC for failed deal, BuzzFeed CEO says AI-powered content will be part of core business, and FaZe Clan faces possible delisting Circle Spokesperson Denies Blaming SEC for Failed $9 Billion Deal...

by Nicholas Alan Clayton on 2023-01-27 at 10:00am

Health Sciences 2 (NASDAQ:HSAQ) announced that it closed its combination with Orchestra BioMed on January 26. HSAQ ahead of its vote pre-announced redemption figures of 1,597,888 shares equating to 67.7% redemptions, however, that’s still subject to change.  However, today it was noted that Orchestra BioMed is to receive $70 million in gross proceeds including $20...

by Kristi Marvin on 2023-01-27 at 7:33am

Carbon capture technology has long been talked about, and it is finally in operation with LanzaTech among the pioneers. Its plants are turning potential emissions into clothing, household goods and sustainable fuels. SPAC cash is now also an accelerant in this new process as the company announced a $1.7 billion combination with AMCI II last March. This week, we caught up with...

by Nicholas Alan Clayton on 2023-01-27 at 7:30am

In this series we’ll be examining successful SPAC deals from the past both in the terms and circumstances of their de-SPAC processes and how they have weathered the storms that have followed after their public listings with research from SPACInsider contributor Anthony Sozzi. Thirty months does not sound like that long, but it’s been a...

Privacy Policy|Terms Of Use
Copyright © 2022 SPACInsider, Inc. All Rights Reserved