Item 8.01 - Other Events
As previously disclosed, on February 7, 2022, DPCM Capital, Inc., a Delaware
corporation ("SPAC"), D-Wave Quantum Inc., a Delaware corporation and a direct,
wholly-owned subsidiary of SPAC ("NewCo"), DWSI Holdings Inc., a Delaware
corporation and a direct, wholly-owned subsidiary of NewCo, DWSI Canada Holdings
ULC, a British Columbia unlimited liability company and a direct, wholly-owned
subsidiary of NewCo ("CallCo"), D-Wave Quantum Technologies Inc., a British
Columbia corporation and a direct, wholly-owned subsidiary of CallCo, and D-Wave
Systems Inc., a British Columbia company (the "Company"), entered into a
transaction agreement relating to a business combination between SPAC and the
Company (the "Proposed Transaction") pursuant to which, among other things,
NewCo will continue as the surviving corporation and the parent of SPAC and the
Company.
On July 14, 2022, SPAC and the Company issued a joint press release announcing,
among other things, that the Securities and Exchange Commission ("SEC") has
declared effective the registration statement on Form S-4 filed by NewCo with
the SEC in connection with the Proposed Transaction. A copy of the press release
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Important Information About the Proposed Transaction and Where to Find It:
A full description of the terms of the Proposed Transaction is provided in a
registration statement on Form S-4, as amended, filed with the SEC by NewCo that
includes a prospectus with respect to the combined company's securities, to be
issued in connection with the Proposed Transaction and a proxy statement with
respect to the stockholder meeting of SPAC to vote on the Proposed Transaction.
NewCo and SPAC urge investors, stockholders, and other interested persons to
read the proxy statement/ prospectus, as well as other documents filed with the
SEC, because these documents contain important information about NewCo, SPAC,
the Company, and the Proposed Transaction. SPAC plans to mail the definitive
proxy statement/prospectus to its stockholders in connection with the Proposed
Transaction. Stockholders also may obtain a copy of the registration statement
on Form S-4, as amended-including the proxy statement/prospectus 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, Inc., 382 NE 191 Street, #24148,
Miami, Florida 33179, or via email at mward@hstrategies.com. The definitive
proxy statement/prospectus included in the registration statement, can also be
obtained, without charge, at the SEC's website (www.sec.gov).
Forward-Looking Statements
This communication 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 communication include, but
are not limited to, statements regarding the Proposed Transaction, including the
timing and structure of Proposed Transaction; the listing of NewCo's shares; the
amount and use of the proceeds of the Proposed Transaction; 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 Proposed Transaction; the initial
market capitalization of NewCo; the amount of funds available in SPAC's trust
account as a result of stockholder redemptions or otherwise; and the anticipated
benefits of the Proposed Transaction. We cannot assure you that the
forward-looking statements in this communication 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
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"Cautionary Note Regarding Forward-Looking Statements" in SPAC's Annual Report
on Form 10-K filed with the SEC on March 15, 2022, and in the proxy
statement/prospectus filed by NewCo in connection with the Proposed Transaction,
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 NewCo, SPAC,
or the Company will achieve our objectives and plans in any specified time
frame, or at all. The forward-looking statements in this communication represent
our views as of the date of this communication. 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 communication.
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 NewCo, SPAC, or the Company, nor is
it a solicitation of any vote, consent, or approval in any jurisdiction pursuant
to or in connection with the Proposed Transaction or otherwise, nor shall there
be any sale, issuance, or transfer of securities in any jurisdiction in
contravention of applicable law.
Participants in Solicitation
NewCo, SPAC, and the Company, and their respective directors and executive
officers, may be deemed participants in the solicitation of proxies of SPAC's
stockholders in respect of the Proposed Transaction. Information about the
directors and executive officers of SPAC is set forth in SPAC's filings with the
SEC. Information about the directors and executive officers of NewCo 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 definitive proxy statement/prospectus for the Proposed Transaction.
Additional information regarding the identity of all potential participants in
the solicitation of proxies to SPAC's stockholders in connection with the
Proposed Transaction 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 definitive proxy statement/prospectus.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release, dated July 14, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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