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 Sam Beattie on 2022-12-02 at 7:10pm

Terms Tracker for the Week Ending December 2nd, 2022 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. As we slide into December, and the holiday season, we recognized two new S-1 registration statements and zero IPOs. The two new S-1s consisted of...

by Marlena Haddad on 2022-12-02 at 5:38pm

  Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Latest SPAC Liquidations: NightDragon, VectoIQ II, and Fortistar Sustainable Solutions Corp. Night Dragon Acquisition Corp. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination NightDragon Acquisition Corp. (NASDAQ: NDAC) anticipates that the last trading day...

by Marlena Haddad on 2022-12-02 at 4:38pm

Lakeshore Acquisition I Corp. (NASDAQ:LAAA) disclosed this afternoon that its shareholders have approved its business combination with medical device company ProSomnus during a special meeting held earlier today. Approximately 92.4% of the votes cast at the meeting on the business combination proposal, representing approximately 80.5% of Lakeshore’s outstanding shares, voted to approve the deal. The SPAC disclosed...

by Marlena Haddad on 2022-12-02 at 11:38am

  Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Latest SPAC News: Embark director Elaine Chao and others sued over SPAC merger, Alvotech switches CEO and takes COO from Teva, and Uber Freight and Aurora expand pilot  Embark Director Elaine Chao, Others Sued Over SPAC...

by Nicholas Alan Clayton on 2022-12-02 at 7:51am

SPACInsider contributors Anthony Sozzi and Sam Beattie this week compiled their three favorite potential SPAC targets among potential targets in the security industry. We look at why they are compelling and why each could be a fit for a blank-check merger. Security is on the market’s mind and is expected to grow at a CAGR...

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