Bonus Pool of Up To 5 Million Shares Will Be
Allocated Pro-Rata to Non-Redeeming Stockholders of DPCM
Capital
DPCM Capital recommends all stockholders vote
“FOR” ALL PROPOSALS in advance of the Special Meeting
D-Wave Systems Inc., a leader in quantum computing systems,
software, and services (“D-Wave”), and DPCM Capital, Inc. (NYSE:
XPOA, “DPCM Capital”), today highlighted an innovative bonus pool
structure for DPCM Capital stockholders in advance of the
redemption deadline of 5:00 p.m. EDT on July 29, 2022.
In order to incentivize ongoing retention and long-term
investment, the proposed business combination between D-Wave and
DPCM Capital (the “Business Combination”) includes a unique
structure. A bonus pool of up to five million (5,000,000) shares of
the common stock of D-Wave Quantum Inc., the newly formed company
that will be the parent company of D-Wave and DPCM Capital, will be
allocated to non-redeeming public stockholders of DPCM Capital on a
pro rata basis. This effectively reduces their cost basis per share
by as much as 31% - from the US$10.00 initial investment to US$6.88
– based upon, and subject to, certain redemption scenarios. A
similar bonus pool of up to 1.8 million shares has been established
for Private Investment in Public Equity ("PIPE”) investors to
ensure the same effective cost basis for PIPE investors as for
public stockholders of DPCM Capital.
“We are living in an unprecedented time and facing an
unpredictable market. Because of this volatility, and because of
our heritage of complex problem solving (we commercialized the
first quantum computer when no one thought it was possible), we
thought we’d take a slightly different and more direct approach,”
said Alan Baratz, CEO, D-Wave. “This bonus pool enables D-Wave to
provide DPCM Capital’s stockholders with an innovative economic
incentive that is designed to minimize redemptions and further
facilitate long-term value creation.”
A chart depicting the share bonus structure for non-redeeming
public stockholders of DPCM Capital across various redemption
scenarios is set forth below, based on an illustrative purchase
price of US$10.00 per share:
$ in millions except per-share
amounts
Illustrative Redemptions
No Redemptions
20%
40%
60%
63.3%(1)
DPCM Class A Common Stock Non-Redeeming
Shares
30.0
24.0
18.0
12.0
11.0
(+) Bonus Shares
5.0
5.0
5.0
5.0
5.0
Total Shares Issued to DPCM
Stockholders
35.0
29.0
23.0
17.0
16.0
Illustrative Cost Basis to DPCM
Stockholders
$ 8.57
$ 8.28
$ 7.83
$ 7.06
$ 6.88
(1) Reflects the maximum exchange ratio of 1.4541326, which
would apply should redemptions exceed approximately 63.3%. Refer to
the Registration Statement (as defined below) for additional
information.
DPCM Capital will hold a special meeting of stockholders (the
“Special Meeting”) at 10:00 a.m. EDT on August 2, 2022, to approve,
among other things, the Business Combination. DPCM Capital
stockholders of record at the close of business on June 10, 2022
will be entitled to receive notice of, and to vote at, the Special
Meeting.
The registration statement on Form S-4 filed by D-Wave Quantum
Inc. containing a prospectus related to the Business Combination
(the “Registration Statement”) and the definitive proxy
statement/prospectus (the “Proxy Statement”) prepared and mailed by
DPCM Capital can be found on D-Wave Quantum Inc. and DPCM Capital’s
respective pages on the U.S. Securities and Exchange Commission’s
(the “SEC”) EDGAR website at www.sec.gov.
DPCM Capital recommends all stockholders vote “FOR” ALL
PROPOSALS in advance of the Special Meeting by telephone, via the
Internet or by signing, dating and returning the proxy card upon
receipt by following the instructions on the proxy card.
Your Vote FOR ALL PROPOSALS Is Important, No Matter How Many
or How Few Shares You Own.
If you have questions about voting or need assistance voting,
please contact DPCM Capital’s proxy solicitor Morrow Sodali LLC, by
calling (800) 662-5200 or (203) 658-9400 or by emailing
XPOA.info@investor.morrowsodali.com.
About D-Wave Systems Inc.
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
building both annealing quantum computers and gate-model quantum
computers. Our mission is to unlock the power of quantum computing
today to benefit business and society. We do 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, Calif. 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.
About DPCM Capital, Inc.:
DPCM Capital, Inc. is a special purpose acquisition company led
by Chairman and CEO Emil Michael, formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business in combination
with one or more businesses. UBS Securities LLC acted as sole
book-running manager for DPCM Capital’s initial public offering.
Its common stock, units, and warrants began trading on the NYSE on
Oct. 23, 2020, under the ticker symbols XPOA, XPOA.U and XPOA WS,
respectively. Affiliated with the SPAC at the board, management and
advisory level, is a team made up of entrepreneurs and operators,
including Eric Schmidt, former CEO of Google; Betsy Atkins, a
world-class governance expert and enterprise entrepreneur; and
Denmark West, one of the early members of the team at Microsoft’s
Xbox.
Important Information About the Business Combination between
D-Wave and DPCM Capital and Where to Find It:
A full description of the terms of the Business Combination
between D-Wave and DPCM Capital is provided in the Registration
Statement, to be issued in connection with the Business Combination
and the Proxy Statement with respect to the stockholder meeting of
DPCM Capital to vote on the Business Combination. D-Wave Quantum
Inc. and DPCM Capital urge investors, stockholders, and other
interested persons to read the Proxy Statement, as well as other
documents filed with the SEC, because these documents contain
important information about D-Wave Quantum Inc., DPCM Capital,
D-Wave, and the Business Combination. DPCM Capital commenced
mailing the Proxy Statement to its stockholders on or about July
13, 2022 in connection with the Business Combination. Stockholders
also may obtain a copy of the Registration Statement, as
amended—including the Proxy Statement and other documents filed
with the SEC without charge—by directing a request to: D-Wave
Quantum Inc., 3033 Beta Avenue, Burnaby, BC V5G 4M9 Canada, or via
email at shareholdercomm@dwavesys.com and DPCM Capital, 382 NE 191
Street, #24148, Miami, Florida 33179, or via email at
mward@hstrategies.com. The Proxy Statement included in the
Registration Statement, can also be obtained, without charge, at
the SEC’s website (www.sec.gov).
Forward-Looking Statements
This press release contains forward-looking statements that are
based on beliefs and assumptions, and on information currently
available. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “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 press release include, but are
not limited to, statements regarding the Business Combination,
including the timing and structure of the Business Combination;
statements regarding the timing of the Special Meeting and the
bonus pool being made available to DPCM Capital stockholders; the
listing of D-Wave Quantum Inc.’s shares; the amount and use of the
proceeds of the Business Combination; the combined company’s future
growth and innovations; the increased adoption of quantum computing
solutions and expansion of related market opportunities and use
cases; the total addressable market for quantum computing; the
consummation of private placements conducted in connection with the
Business Combination; the initial market capitalization of D-Wave
Quantum Inc.; the amount of funds available in DPCM Capital’s trust
account as a result of stockholder redemptions or otherwise; and
the anticipated benefits of the Business Combination. We cannot
assure you that the forward-looking statements in this press
release will prove to be accurate. These forward-looking statements
are subject to a number of risks and uncertainties, including,
among others, various factors beyond management’s control,
including risks relating to general economic conditions, risks
relating to the immaturity of the quantum computing market and
other risks, uncertainties and factors set forth in the sections
entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in DPCM Capital’s Annual Report on Form
10-K filed with the SEC on March 15, 2022, and in the Proxy
Statement filed by D-Wave Quantum Inc. in connection with the
Business Combination, and other filings with the SEC. Furthermore,
if the forward-looking statements prove to be inaccurate, the
inaccuracy may be material. In addition, you are cautioned that
past performance may not be indicative of future results. In light
of the significant uncertainties in these forward-looking
statements, you should not rely on these statements in making an
investment decision or regard these statements as a representation
or warranty by any person that D-Wave Quantum Inc., DPCM Capital,
or D-Wave will achieve our objectives and plans in any specified
time frame, or at all. The forward-looking statements in this press
release represent our views as of the date of this press release.
We anticipate that subsequent events and developments will cause
our views to change. However, while we may elect to update these
forward-looking statements at some point in the future, we have no
current intention of doing so except to the extent required by
applicable law. You should, therefore, not rely on these
forward-looking statements as representing our views as of any date
subsequent to the date of this press release.
No Offer or Solicitation
This communication is for informational purposes only and does
not constitute an offer or invitation for the sale or purchase of
securities, assets, or the business described herein or a
commitment to D-Wave Quantum Inc., DPCM Capital, or D-Wave, nor is
it a solicitation of any vote, consent, or approval in any
jurisdiction pursuant to or in connection with the Business
Combination or otherwise, nor shall there be any sale, issuance, or
transfer of securities in any jurisdiction in contravention of
applicable law.
Participants in Solicitation
D-Wave Quantum Inc., DPCM Capital, and D-Wave, and their
respective directors and executive officers, may be deemed
participants in the solicitation of proxies of DPCM Capital’s
stockholders in respect of the Business Combination. Information
about the directors and executive officers of DPCM Capital is set
forth in DPCM Capital’s filings with the SEC. Information about the
directors and executive officers of D-Wave Quantum Inc. and more
detailed information regarding the identity of all potential
participants, and their direct and indirect interests by security
holdings or otherwise, is set forth in the Proxy Statement.
Additional information regarding the identity of all potential
participants in the solicitation of proxies to DPCM Capital’s
stockholders in connection with the Business Combination and other
matters to be voted upon at the Special Meeting, and their direct
and indirect interests, by security holdings or otherwise, is
included in the Proxy Statement.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220721005304/en/
For D-Wave: Investor Contact: Kevin Hunt ir@dwavesys.com
Media Contact: Frank Lentini BCW media@dwavesys.com For DPCM
Capital: Marley Ward mward@hstrategies.com
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