D-Wave Systems Inc. executed letter of intent to acquire DPCM Capital, Inc. (NYSE:XPOA) from CDPM Sponsor Group, LLC, Glazer Capital, LLC, Aristeia Capital, LLC and others in a reverse merger transaction on August 23, 2021. D-Wave Systems Inc. entered into an agreement to acquire DPCM Capital, Inc. from CDPM Sponsor Group, LLC, Glazer Capital, LLC, Aristeia Capital, LLC and others for $1.1 billion in a reverse merger transaction on February 7, 2022. Upon closing, D-Wave shareholder will own 72% stake in resulting issuer. Upon closing of the transaction, shares of D-Wave Quantum Inc., a newly formed parent company of D-Wave and DPCM Capital, and warrants to purchase D-Wave Quantum common stock are expected to be traded on the NYSE under the ticker symbols "QBTS" and “QBTS.WS”, respectively. Following closing, the combined company will continue to operate from D-Wave's R&D and head office location in British Columbia, Canada.

The transaction is subject to the satisfaction of customary closing conditions, including the approval of the stockholders of DPCM Capital and D-Wave, the Interim Order and the Final Order shall have been obtained, the Investment Canada Act approval shall have been obtained, the Registration Statement / Proxy Statement shall have become effective, DPCM Capital shall have at least $5,000,001 of net tangible assets and the shares to be issued pursuant to the transaction shall have been approved for listing on NYSE. The transaction has been unanimously approved by the Board of Directors of D-Wave as well as the Board of Directors of DPCM Capital. As of July 14, 2022, the registration statement on Form S-4 has been declared effective by the U.S. Securities and Exchange Commission. On August 2, 2022, transaction was approved by shareholders of DPCM Capital, Inc. at the special meeting of stockholders. The transaction is expected to close in the second quarter of 2022.

Morgan Stanley & Co. LLC is serving as the exclusive financial advisor to D-Wave. Adam Givertz, Ian Hazlett, Christopher Cummings, Christian Kurtz, David Mayo, Lawrence Witdorchic, Yuni Sobel, Marta Kelly and Richard Elliott of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Steven McKoen of Blake, Cassels & Graydon LLP are serving as legal counsel to D-Wave. Citigroup Global Markets Inc. is serving as the lead capital markets advisor to DPCM Capital. UBS Investment Bank is also serving as capital markets advisor to DPCM Capital. Alan I. Annex of Greenberg Traurig LLP and Stewart Sutcliffe of 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.” Longview Communications and Public Affairs is serving as D-Wave's Canadian public affairs advisor. Continental Stock Transfer & Trust Company acted as transfer agent and Morrow & Co., LLC acted as information agent with a service fee of $30,000 to DPCM Capital.

D-Wave Systems Inc. completed the acquisition of DPCM Capital, Inc. (NYSE:XPOA) from CDPM Sponsor Group, LLC, Glazer Capital, LLC, Aristeia Capital, LLC and others in a reverse merger transaction on August 5, 2022. Pursuant to the Business Combination, D-Wave Quantum Inc. became the parent company of DPCM Capital and D-Wave, and its shares of common stock and warrants are expected to commence trading on August 8, 2022 on the New York Stock Exchange under the ticker symbols “QBTS” and “QBTS WS,” respectively. DPCM Capital's shares of common stock, units and warrants have been delisted from the NYSE. Chief Executive Officer Alan Baratz will continue to lead the Company's operations. As part of the Business Combination, Emil Michael, Chief Executive Officer and Chairman of DPCM Capital, joins D-Wave Quantum's board of directors.