DPCM Capital (XPOA) Shareholders Approve D-Wave Systems Deal
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.