DPCM Capital (XPOA) Amends D-Wave Deal
by Marlena Haddad on 2022-06-23 at 6:10pm

DPCM Capital (NYSE:XPOA) announced this afternoon that it has secured a purchase agreement, reduced its transaction expenses and waived the closing cash condition in connection to its proposed merger with quantum computing firm D-Wave.

On June 16, the parties entered into a purchase agreement with Lincoln Park Capital Fund, LLC which has agreed to purchase up to $150,000,000 of common stock over a 36-month period. After the consummation of the proposed transaction, the combined company will have the right to direct Lincoln Park to purchase shares of common stock having a value of up to $250,000 (the “Regular Purchase”), which may be increased to up to $1 million.

Following the commencement date, the new company will also have the right to direct Lincoln Park on each Purchase Date to make “accelerated purchases” the next business day. These purchases will be up to the lesser of 300% of the “Regular Purchase”, or 30% of the trading volume on such date at a price equal to the lesser of 95% of the closing sale price on the purchase date and of the VWAP of common stock on the accelerated purchase date.

Additionally, the combined company will have the right to set a minimum price threshold for each accelerated purchase in the notice provided, and it may direct multiple purchases in a day provided that delivery of shares has been completed with respect to any prior purchases that Lincoln Park has made.

As consideration for entering into the purchase agreement, D-Wave will issue Lincoln Park $875,000 of shares of common stock as a commitment fee on the date of the closing of the transaction. The company is also obligated to issue up to an additional $1,750,000, payable in of shares common stock or cash at its own discretion, as a commitment fee on or before the business day prior to the filing of the Lincoln Park Registration Statement.

The parties also amended the transaction agreement where the “Permitted SPAC Expenses” was reduced to $7 million.

The final amendment the parties made consisted of waiving the condition to the transaction agreement, which called for the aggregate transaction proceeds to be equal to or exceeding $30 million.

DPCM is funding the deal with about $300 million from its current trust supplemented by a $40 million PIPE at an undisclosed price. This drew investment from Canadian pension manager PSP Investments, NEC Corporation, Goldman Sachs (NYSE:GS), Yorkville Advisors, and Aegis Group Partners.

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.



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