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.


  • 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 Marlena Haddad on 2023-03-20 at 12:50pm

AI Transportation Acquisition Corp. (NASDAQ:AITR) filed its S-1 last Wednesday afternoon for a $50 million IPO, marking the first SPAC to file for an IPO in March. While the new company may pursue a target in any industry, it intends to focus its search in the transportation field, including but not limited to logistics, new energy...

by Marlena Haddad on 2023-03-20 at 11:33am

Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Latest SPAC News:  Virgin Orbit plans for insolvency amid rescue talks with investors, WeWork reaches deal to cut debt, and Pear Therapeutics explores “strategic alternatives” Virgin Orbit plans for insolvency amid rescue talks with investors Sky News...

by Nicholas Alan Clayton on 2023-03-20 at 10:51am

Home Plate (NASDAQ:HPLT) has entered into a definitive agreement to combine with shipping company Heidmar at an anticipated enterprise value of $214.4 million, or 7.2x its 2023E EBITDA. Athens-based Heidmar operates an asset-light shipbroking network providing access to a pool of 60 fuel tanker and dry bulk ships. The combined company is expected to trade...

by Nicholas Alan Clayton on 2023-03-20 at 7:15am

two (NYSE:PIAI) announced in an 8-K this morning that it has pushed back its special meeting one week from March 24 to 10 am ET, March 31. Shareholders at the meeting will consider a proposal to extend its transaction deadline from April 1 to January 1, 2024. The SPAC’s sponsor has not yet offered to...

by Kristi Marvin on 2023-03-18 at 12:34pm

Terms Tracker for the Week Ending March 17, 2023 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. Despite this week’s headlines about bank failures, EF Hutton managed to file both a new S-1 registration statement and price an IPO.  They should have...

Privacy Policy|Terms Of Use
Copyright © 2023 SPACInsider, Inc. All Rights Reserved