ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission by us (File No. 333-263573), constitutes a prospectus under Section 5 of the Securities Act, with respect to the D-Wave Quantum securities to be issued to DPCM equityholders if the Transaction described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, with respect to the Special Meeting of our stockholders at which our stockholders will be asked to consider and vote upon a proposal to approve the Transaction by the approval and adoption of the Transaction Agreement, among other matters.

FREQUENTLY USED TERMS

In this proxy statement/prospectus:

“2022 Plan” means the 2022 Equity Incentive Plan, a copy of which is attached hereto as Annex B.

“Additional PIPE Financing” means a private placement or placements of D-Wave Quantum Common Shares, other than the PIPE Financing, if any, consented to by DPCM and D-Wave.

“Aggregate Transaction Proceeds” means an amount equal to (a) the sum of (i) the aggregate cash proceeds available for release at Closing to any DPCM Party (or any designees thereof acceptable to D-Wave) from the Trust Account in connection with the Transaction (after, for the avoidance of doubt, giving effect to the DPCM Stockholder Redemption and any restrictions placed on the use of such cash proceeds in connection with any backstop or other similar arrangements), (ii) other unrestricted cash on the balance sheet of any DPCM Party at Closing and (iii) the aggregate proceeds received from the PIPE Financing, minus (b) the Deducted DPCM Expenses and Liabilities.

“Amended and Restated Sponsor Support Agreement” means the letter agreement, dated as of June 16, 2022, by and among DPCM, the Sponsor, D-Wave and D-Wave Quantum.

“Ancillary Documents” means the Registration Rights and Lock-Up Agreement, the Amended and Restated Sponsor Support Agreement, the PIPE Subscription Agreements, the Transaction Support Agreements and each other agreement, document, instrument and/or certificate executed, or contemplated by the Transaction Agreement to be executed, in connection with the Transaction.

“Assignment, Assumption and Amendment Agreement” means that certain Assignment, Assumption and Amendment Agreement, to be entered into immediately prior to the Effective Time, by and among DPCM, D-Wave Quantum, Continental Stock Transfer & Trust Company, as the existing warrant agent, and Computershare, as the successor warrant agent.

“CallCo” means DWSI Canada Holdings ULC, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of D-Wave Quantum.

“Computershare” means, together, Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company.

“Court of Chancery” means the Court of Chancery of the State of Delaware.

“Deducted DPCM Expenses and Liabilities” means an amount equal the sum of (a) the Unpaid DPCM Expenses (provided that to the extent such amount exceeds the Permitted DPCM Expenses and such excess has

 

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been reimbursed by the Sponsor or the Sponsor has forfeited DPCM Class B Common Stock, in each case, pursuant to the Amended and Restated Sponsor Support Agreement, such excess shall not be included) and (b) the Unpaid DPCM Liabilities.

 

“D-Wave” means D-Wave Systems Inc., a British Columbia corporation.

“D-Wave Equityholders” means the shareholders of D-Wave and the holders of other equity interests in D-Wave (including D-Wave Options and D-Wave Warrants).

“D-Wave Expenses” means, as of any determination time, the aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of, and otherwise payable (and not otherwise expressly allocated to a DPCM Party pursuant to the terms of the Transaction Agreement or any ancillary document), whether or not due, by any Group Company in connection with the negotiation, preparation or execution of the Transaction Agreement or any ancillary documents, the performance of its covenants or agreements in the Transaction Agreement or any ancillary document or the consummation of the Transaction, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants or other agents or service providers of any Group Company and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to any Group Company pursuant to the Transaction Agreement or any ancillary document. Notwithstanding the foregoing or anything to the contrary herein, D-Wave Expenses shall not include any DPCM Expenses.

“D-Wave Option” means each option to purchase shares of common stock of D-Wave issued and outstanding under D-Wave’s 2020 Equity Incentive Plan.

“D-Wave Warrants” means the warrants exercisable for D-Wave preferred stock that are outstanding as of immediately prior to the consummation of the Transaction.

“D-Wave Quantum” means D-Wave Quantum Inc., a Delaware corporation and a direct, wholly-owned subsidiary of DPCM.

“D-Wave Quantum Charter” means the amended and restated certificate of incorporation of D-Wave Quantum.

“D-Wave Quantum Common Shares” means the shares of the common stock, par value $0.0001 per share, of D-Wave Quantum.

“D-Wave Quantum Warrants” means the Warrants, following their assumption by D-Wave Quantum, which are convertible into D-Wave Quantum Common Shares.

“DGCL” means the Delaware General Corporation Law.

“DPCM” means DPCM Capital, Inc., a Delaware corporation.

“DPCM Board” means the board of directors of DPCM.

“DPCM Bylaws” means the Bylaws of DPCM.

“DPCM Charter” means the Amended and Restated Certificate of Incorporation of DPCM, dated October 20, 2020.

“DPCM Class A Common Stock” means the shares of DPCM’s Class A common stock, par value $0.0001 per share.

 

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“DPCM Class B Common Stock” means the shares of DPCM’s Class B common stock, par value $0.0001 per share.

“DPCM Common Stock” means the DPCM Class A Common Stock and DPCM Class B Common Stock.

“DPCM Expenses” means, as of any determination time, the aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable (and not otherwise expressly allocated to D-Wave, its subsidiaries or any holder of D-Wave Shares, D-Wave Options or D-Wave Warrants pursuant to the terms of the Transaction Agreement or any ancillary document), whether or not due, by a DPCM Party in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in the Transaction Agreement or any Ancillary Document or the consummation of the Transaction, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of any DPCM Party and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to any DPCM Party pursuant to the Transaction Agreement or any ancillary document.

“DPCM Governing Documents” means the DPCM Charter together with the DPCM Bylaws.

“DPCM IPO” means DPCM’s initial public offering, consummated on November 17, 2020, through the sale of 30,000,000 Public Units at $10.00 per Public Unit.

“DPCM Merger” means the merger of Merger Sub with and into DPCM.

“DPCM Parties” means DPCM, D-Wave Quantum, Merger Sub, and CallCo.

“DPCM Private Placement” means the private placement of the Private Warrants.

“DPCM Stockholder Redemption” means the right of the holders of DPCM Class A Common Stock to redeem all or a portion of their DPCM Class A Common Stock as set forth in the DPCM Governing Documents.

“DPCM Unit” means one share of DPCM Class A Common Stock and one-third of one Public Warrant, whereby each whole Public Warrant entitles the holder thereof to purchase one share of DPCM Class A Common Stock at an exercise price of $11.50 per share of DPCM Class A Common Stock, sold in the DPCM IPO.

“ESPP” means the 2022 Employee Stock Purchase Plan, a copy of which is attached hereto as Annex C.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Exchange Ratio” means an amount equal to the lower of: (A) 1.4541326; and (B) (1) (x) the Post-Redemption DPCM Share Number, plus (y) 5,000,000 divided by (2) the Post-Redemption DPCM Share Number. As a result, non-redeeming Public Stockholders will receive between 1.1666667 D-Wave Quantum Common Shares (assuming the No Redemption Scenario) and 1.4541326 D-Wave Quantum Common Shares (if redemptions are equal to or greater than approximately 63.3%).

“ExchangeCo” means D-Wave Quantum Technologies Inc., a British Columbia corporation and a direct, wholly-owned subsidiary of CallCo.

“Excluded Shares” means each share of DPCM Common Stock held in DPCM’s treasury or owned by D-Wave or any other wholly-owned subsidiary of D-Wave or DPCM immediately prior to the Effective Time.

 

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“Forfeited Shares” means 4,484,425 shares of DPCM Class B Common Stock that Sponsor will irrevocably forfeit and surrender immediately prior to the Closing for no consideration as a contribution to the capital of DPCM, in accordance with the Amended and Restated Sponsor Support Agreement.

“Founder Shares” means the 7,500,000 shares of DPCM Class B Common Stock that are currently owned by the Initial Stockholders.

“GAAP” means generally accepted accounting principles in the United States.

“Initial business combination” means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving DPCM and one or more businesses.

“Initial Stockholders” means the Sponsor, DPCM’s current executive officers and current independent directors, as well as DPCM’s officers, other current directors and other special advisors.

“IRS” means the U.S. Internal Revenue Service.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Maximum Redemption Scenario” means that 100% of the Public Stockholders redeem their Shares of DPCM Class A Common Stock and DPCM has at least $5,000,001 in net tangible assets immediately after the Effective Time.

“Merger Sub” means DWSI Holdings Inc., a Delaware corporation and a direct, wholly-owned subsidiary of D-Wave Quantum.

“NYSE” means the New York Stock Exchange.

“Old DWSI” means DWSI Holdings Inc., a Canadian corporation and predecessor of D-Wave.

“PIPE Financing” means the sale to the PIPE Investors of an aggregate number of D-Wave Quantum Common Shares in exchange for an aggregate purchase price of $40.0 million pursuant to the PIPE Subscription Agreements.

“PIPE Investors” means persons that have entered into subscription agreements to purchase D-Wave Quantum Common Shares pursuant to the PIPE Subscription Agreements on or prior to the date of the Transaction Agreement, which include certain D-Wave Equityholders and certain Initial Stockholders.

“PIPE Subscription Agreements” means those certain subscription agreements executed by PIPE Investors on or before the date of the Transaction Agreement in connection with the PIPE Financing.

“Post-Redemption DPCM Share Number” means the aggregate number of shares of DPCM Class A Common Stock outstanding (other than any Excluded Shares) after giving effect to the DPCM Stockholder Redemption.

“Private Warrants” means the warrants held by the Sponsor that were issued to the Sponsor at the closing of the DPCM IPO, each of which is exercisable, at an exercise price of $11.50, for one share of DPCM Class A Common Stock, in accordance with its terms.

“Promissory Note” means the promissory note issued to the Sponsor as consideration for a loan in an aggregate principal amount of up to $250,000 to cover expenses related to the DPCM IPO.

 

 

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“Public Shares” means the DPCM Class A Common Stock included in the Public Units issued in the DPCM IPO.

“Public Stockholders” means holders of Public Shares, including the Initial Stockholders to the extent the Initial Stockholders hold Public Shares; provided, that the Initial Stockholders are considered a “Public Stockholder” only with respect to any Public Shares held by them.

“Public Warrants” means the warrants included in the Public Units issued in the DPCM IPO, each of which is exercisable, at an exercise price of $11.50, for one share of DPCM Class A Common Stock, in accordance with its terms.

“QCaaS” means quantum computing as a service.

“Registration Rights and Lock Up Agreement” means that certain Registration Rights and Lock-Up Agreement, deemed to be entered into among D-Wave Quantum, certain holders of DPCM Class B Common Stock, and certain shareholders of D-Wave pursuant to the Plan of Arrangement.

“Registration Rights Holders” means certain former holders of DPCM Class B Common Stock, and certain former shareholders of D-Wave.

“Related Agreements” means, collectively, the Plan of Arrangement, the Registration Rights Agreement, the Amended and Restated Sponsor Support Agreement, the Transaction Support Agreement, the Lock-Up Agreement, the D-Wave Quantum Charter and the amended and restated bylaws of D-Wave Quantum.

“Rule 144” means Rule 144 under the Securities Act.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Special Meeting” means the special meeting that is the subject of this proxy statement/prospectus.

“Sponsor” means CDPM Sponsor Group, LLC, a Delaware limited liability company.

“Sponsor Support Agreement” means the letter agreement, dated as of February 7, 2022, by and among DPCM, the Sponsor, D-Wave and D-Wave Quantum, which has been superseded and replaced by the Amended and Restated Sponsor Support Agreement.

“Transaction” means the transactions contemplated by the Transaction Agreement, including, among other things, the DPCM Merger and the Arrangement, whereby DPCM and D-Wave will become subsidiaries of D-Wave Quantum.

“Transaction Agreement” means, as amended, amended and restated, supplemented or otherwise modified from time to time, the Transaction Agreement, dated as of February 7, 2022, by and among DPCM, D-Wave Quantum, Merger Sub, CallCo, ExchangeCo and D-Wave, which is attached hereto as Annex A.

“Transaction Support Agreement” means the Transaction Support Agreement, dated as of February 7, 2022, by and among DPCM, D-Wave and the D-Wave Shareholders party thereto.

“Trust Account” means the trust account of DPCM that holds the proceeds from the DPCM IPO.

 

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“Trustee” or “Transfer Agent,” as applicable, means (i) prior to the Effective Time, Continental Stock Transfer & Trust Company and (ii) after the Effective Time, Computershare.

“Unpaid DPCM Expenses” means the DPCM Expenses that are unpaid as of immediately prior to the Closing.

“Unpaid DPCM Liabilities” means the DPCM Liabilities as of immediately prior to the Closing.

“U.S. Tax Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Warrant Agreement” means the Warrant Agreement, by and between DPCM and Continental Stock Transfer & Trust Company, as warrant agent, dated as of October 20, 2020.

“Warrants” means, collectively, the Private Warrants and the Public Warrants.

 

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

DPCM, D-Wave, D-Wave Quantum and their respective subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ^®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

 

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Special Meeting and the proposals to be presented at the Special Meeting, including with respect to the proposed Transaction. The following questions and answers do not include all the information that is important to our stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Transaction and the voting procedures for the Special Meeting, which, in light of public health concerns regarding the coronavirus (COVID-19) pandemic, will be held via live webcast on August 2, 2022, at 10:00 a.m. Eastern time. The Special Meeting can be accessed by visiting https://www.cstproxy.com/dpcmcapital/2022, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact Continental Stock Transfer and Trust Company, the transfer agent.

QUESTIONS AND ANSWERS ABOUT DPCM’S SPECIAL STOCKHOLDER MEETING AND THE TRANSACTION

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

Our stockholders are being asked to consider and vote upon a proposal to approve the Transaction Agreement and the transactions contemplated thereby, including the Transaction, among other proposals. We have entered into the Transaction Agreement, providing for, among other things, the merger of Merger Sub with and into DPCM, as a result of which DPCM will become a direct, wholly-owned subsidiary of D-Wave Quantum, with the stockholders of DPCM receiving D-Wave Quantum Common Shares. In addition, as a result of the Transaction, D-Wave will become an indirect subsidiary of D-Wave Quantum with D-Wave Shareholders receiving D-Wave Quantum Common Shares or Exchangeable Shares, as applicable. You are being asked to vote on the Transaction. A copy of the Transaction Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its Annexes contain important information about the proposed Transaction and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

 

Q:

When and where is the Special Meeting?

 

A:

In light of public health concerns regarding the coronavirus (COVID-19) pandemic, the Special Meeting will be held via live webcast on August 2, 2022, at 10:00 a.m. Eastern time. The Special Meeting can be accessed by visiting https://www.cstproxy.com/dpcmcapital/2022, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact Continental Stock Transfer and Trust Company, the transfer agent.

 

Q:

What are the specific proposals on which I am being asked to vote at the Special Meeting?

 

A:

Our stockholders are being asked to approve the following proposals:

 

1.

The Transaction Proposal;

 

2.

Equity Incentive Plan Proposal;

 

3.

Employee Stock Purchase Plan Proposal; and

 

4.

Adjournment Proposal.

 

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If stockholders of DPCM (the “DPCM Stockholders”) fail to approve the Required Proposals, the Transaction will not occur. The consummation of the Transaction is not conditioned upon the approval of the Adjournment Proposal at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Transaction Proposal is not approved, the other proposals (except for the Adjournment Proposal) will not be presented to the stockholders for a vote.

 

Q:

Why is DPCM proposing the Transaction?

 

A:

We are a blank check company incorporated as a Delaware corporation on March 24, 2020 and incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”). Our acquisition plan is not limited to a particular industry or geographic region for purposes of consummating an initial business combination. However, we (a) must complete an initial business combination with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial business combination and (b) are not, under the Amended and Restated Certificate of Incorporation of DPCM, dated October 20, 2020 (the “DPCM Charter”), permitted to effect an initial business combination with a blank check company or a similar company with nominal operations.

The prospectus for the DPCM IPO stated that we intended to use the following general criteria and guidelines to evaluate potential acquisition opportunities:

 

•

Whether the target is a disruptive technology-related business with high-growth potential that will benefit from our management team’s investments, experience and contacts.

 

•

Whether the target can benefit from being publicly traded and having access to the public capital markets.

 

•

Whether the target is a market leader, with established technologies and attractive financial metrics or prospects, where we believe that our industry expertise and relationships can be used to create opportunities for value creation.

 

•

Whether the target has established management teams and a strong growth trajectory that we believe could benefit from the experience and contacts of our management.

Based on our due diligence investigations of D-Wave and the industry in which it operates, including the financial and other information provided by D-Wave in the course of negotiations, we believe that D-Wave meets the criteria and guidelines listed above. Please see the section titled “The Transaction—Recommendation of DPCM’s Board of Directors and Reasons for the Transaction” for additional information.

 

Q:

Why is DPCM providing stockholders with the opportunity to vote on the Transaction?

 

A:

Under the DPCM Charter, we must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Transaction Proposal in order to allow our Public Stockholders to effectuate redemptions of their Public Shares in connection with the consummation of the Transaction. The approval of the Transaction is required under the Delaware General Corporation Law (the “DGCL”) and the DPCM Charter. In addition, such approval is a condition to the consummation of the Transaction under the Transaction Agreement.

 

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Q:

Did the DPCM Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Transaction?

 

A:

No. The Board did not obtain a fairness opinion with respect to the consideration to be paid in the Transaction. The officers and directors of DPCM and DPCM’s advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of DPCM’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Transaction. In addition, DPCM’s officers and directors and DPCM’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the DPCM board of directors and DPCM’s advisors in valuing D-Wave’s business.

In addition, each of Morgan Stanley, Citi and UBS has resigned from its advisory role in connection with the Transaction, and investors should not place any reliance on the fact that any of Morgan Stanley, Citi or UBS was involved with any aspect of the Transaction.

 

Q:

What will happen in the Transaction?

 

A:

Pursuant to the Transaction Agreement, and upon the terms and subject to the conditions set forth therein, on the date on which the Closing is completed (the “Closing Date”), Merger Sub will merge with and into DPCM, as a result of which DPCM will become a direct, wholly-owned subsidiary of D-Wave Quantum, with the stockholders of DPCM receiving D-Wave Quantum Common Shares. Immediately following the DPCM Merger, by means of the Plan of Arrangement, (i) CallCo will acquire a portion of the issued and outstanding D-Wave Shares from certain holders in exchange for D-Wave Quantum Common Shares (the “D-Wave Quantum Share Exchange”), (ii) CallCo will contribute such D-Wave Shares to ExchangeCo in exchange for ExchangeCo Common Shares, (iii) following the D-Wave Quantum Share Exchange, ExchangeCo will acquire the remaining issued and outstanding D-Wave Shares from the remaining holders of D-Wave Shares in exchange for the Exchangeable Shares and (iv) as a result of the foregoing, D-Wave will become a wholly-owned subsidiary of ExchangeCo. The holders of the Exchangeable Shares will have certain rights as specified in the Exchangeable Share Support Agreement and the Voting and Exchange Trust Agreement, including the right to exchange Exchangeable Shares for D-Wave Quantum Common Shares.

Unlike most other business combinations with special purpose acquisition companies, the Transaction is structured to provide holders of DPCM Class A Common Stock that do not redeem their shares with a pro rata right to a pool of an additional 5,000,000 D-Wave Quantum Common Shares. These shares are being registered pursuant to the registration statement of which this proxy statement/prospectus forms a part, will be delivered by means of application of the Exchange Ratio and will be delivered as additional D-Wave Quantum Common Shares. None of the holders of the DPCM Class B Common Stock will get the benefit of the additional shares.

The holders of DPCM Class A Common Stock that do not elect to redeem their shares in connection with the Transaction will receive a number of D-Wave Quantum Common Shares for each share of DPCM Class A Common Stock equal to the Exchange Ratio between 1.1666667 (assuming the No Redemption Scenario) and 1.4541326 (if redemptions are equal to or greater than approximately 63.3%). In no event will the Exchange Ratio exceed 1.4541326, which is the Exchange Ratio that would result from redemptions equal to or greater than approximately 63.3% by the stockholders of DPCM. The number of D-Wave Quantum Common Shares converted and exchanged as a product of the Exchange Ratio will be rounded down to the nearest whole number of D-Wave Quantum Common Shares. See “The Transaction Agreement and Related Agreements—Conversion of Shares.”

 

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A chart depicting the share bonus structure for non-redeeming Public Stockholders can be found below:

 

$ in millions except per-share amounts Illustrative Redemptions		—				10%				20%				30%				40%				50%				60%				63.3%(1)				100%(1)
DPCM Class A Common Stock Non-Redeeming Shares			30.0				27.0				24.0				21.0				18.0				15.0				12.0				11.0				—
(+) Bonus Shares			5.0				5.0				5.0				5.0				5.0				5.0				5.0				5.0				—
Total Shares Issued to DPCM Stockholders			35.0				32.0				29.0				26.0				23.0				20.0				17.0				16.0				—
DPCM Class A Common Stock Non-Redeeming Shares			30.0				27.0				24.0				21.0				18.0				15.0				12.0				11.0				—
(x) Illustrative $10.00 Purchase Price		$	10.00			$	10.00			$	10.00			$	10.00			$	10.00			$	10.00			$	10.00			$	10.00			$	10.00
Initial Cost of DPCM Class A Common Stock Non-Redeeming Shares		$	300			$	270			$	240			$	210			$	180			$	150			$	120			$	110			$	—
(/) Total Shares to DPCM Stockholders			35.0				32.0				29.0				26.0				23.0				20.0				17.0				16.0				—
Illustrative Cost Basis to DPCM Stockholders		$	8.57			$	8.44			$	8.28			$	8.08			$	7.83			$	7.50			$	7.06			$	6.88			$	—

 

(1)	Figures reflect the maximum Exchange Ratio of 1.4541326.

As a result of the Transaction, D-Wave and DPCM will each be subsidiaries of D-Wave Quantum, which will be a publicly-traded company. D-Wave will be the operating company of D-Wave Quantum.

 

Q:

How will D-Wave Quantum fund its operations?

 

A:

On June 16, 2022, D-Wave Quantum, D-Wave and DPCM entered into a Purchase Agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to which Lincoln Park has agreed to purchase from D-Wave Quantum, at the option of D-Wave Quantum, up to $150,000,000 of D-Wave Quantum Common Shares from time to time over a 36-month period following the Commencement Date (as defined below) (the “Equity Line”). The Purchase Agreement is subject to certain limitations including but not limited to, the filing and effectiveness of the Lincoln Park Registration Statement (as defined below). D-Wave Quantum expects to partially fund its operations with the Equity Line. See “Proposal No. 1—The Transaction Proposal—Related Agreements—The Lincoln Park Transactions.” As a result of entering into the Purchase Agreement, D-Wave agreed to waive the minimum cash condition in the Transaction Agreement of the Aggregate Transaction Proceeds being equal to or greater than $115,000,000, subject to the Aggregate Transaction Proceeds being equal to or greater than $30,000,000.

 

Q:

How has the announcement of the Transaction affected the trading price of the Public Shares?

 

A:

On February 7, 2022, the last trading date before the public announcement of the Transaction, the Public Units, Public Shares and Public Warrants closed at $9.93, $9.80 and $0.42, respectively. On July 11, 2022, the second trading date immediately prior to the date of this proxy statement/prospectus, the Public Units, Public Shares and Public Warrants closed at $10.03, $9.93 and $0.36, respectively.

 

Q:

Following the Transaction, will DPCM’s securities continue to trade on a stock exchange?

 

A:

Yes. The Public Shares, Public Units and Public Warrants are currently listed on the NYSE under the symbols “XPOA,” “XPOA.U” and “XPOA.WS,” respectively. D-Wave Quantum has applied to list the D-Wave Quantum Common Shares and D-Wave Quantum Warrants on the New York Stock Exchange (“NYSE”) under the proposed symbols “QBTS” and “QBTS.WS,” respectively, upon the consummation of the Transaction.

 

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Q:

Is the Transaction the first step in a “going private” transaction?

 

A:

No. We do not intend for the Transaction to be the first step in a “going private” transaction. One of the primary purposes of the Transaction is to provide a platform for D-Wave Quantum to access the U.S. public markets.

 

Q:

Will the management of DPCM change in the Transaction?

 

A:

Following the consummation of the Transaction, it is expected that the current senior management of D-Wave will comprise the senior management of D-Wave Quantum, and D-Wave Quantum’s board of directors will consist of seven members.

Please see the section titled “Management of D-Wave Quantum” for additional information.

 

Q:

What will the DPCM Stockholders receive in the Transaction?

 

A:

As a result of the Transaction, each issued and outstanding share of DPCM Class A Common Stock (other than any Excluded Shares and after giving effect to the right of the holders of DPCM Class A Common Stock to redeem all or a portion of their DPCM Class A Common Stock (the “DPCM Stockholder Redemption”) will be automatically converted into and exchanged for the right to receive for each share of DPCM Class A Common Stock, a number of D-Wave Quantum Common Shares equal to the Exchange Ratio, following which each share of DPCM Class A Common Stock will no longer be outstanding and will automatically be canceled and will cease to exist by virtue of the DPCM Merger and each former holder of DPCM Class A Common Stock will thereafter cease to have any rights with respect to the DPCM Class A Common Stock.

The Exchange Ratio takes into account the bonus pool of 5,000,000 additional D-Wave Quantum Common Shares in which the holders of DPCM Class A Common Stock that do not elect to redeem their shares in connection with the Transaction will share. The holders of DPCM Class A Common Stock that do not elect to redeem their shares in connection with the Transaction will receive, for each share of DPCM Class A Common Stock, a number of D-Wave Quantum Common Shares between 1.1666667 (assuming the No Redemption Scenario) and 1.4541326. In no event will the Exchange Ratio exceed 1.4541326, which is the Exchange Ratio that would result from redemptions equal to or greater than 63.3% by the stockholders of DPCM. The number of D-Wave Quantum Common Shares converted and exchanged as a product of the Exchange Ratio will be rounded down to the nearest whole number of D-Wave Quantum Common Shares. See “The Transaction Agreement and Related Agreements—Conversion of Shares.”

At the time at which the certificate of merger has been duly filed with the Secretary of State of the State of Delaware and has become effective in accordance with the DGCL or such later time as DPCM and Merger Sub may agree and specify in the Certificate of Merger pursuant to the DGCL (the “Effective Time”), each issued and outstanding share of DPCM Class B Common Stock (other than any Excluded Shares) will be automatically converted into and exchanged for the right to receive one D-Wave Quantum Common Share, following which each share of DPCM Class B Common Stock will no longer be outstanding and will automatically be canceled and will cease to exist by virtue of the DPCM Merger and each former holder of DPCM Class B Common Stock will thereafter cease to have any rights with respect to the DPCM Class B Common Stock, except as provided in the Transaction Agreement or by applicable law.

 

Q:

What will D-Wave Shareholders receive in the Transaction?

 

A:

Subject to the terms of the Transaction Agreement, the aggregate consideration to be paid to D-Wave Shareholders in connection with the Transaction is expected to be approximately 98 million D-Wave Quantum Common Shares and Exchangeable Shares (assuming the No Redemption Scenario and excluding D-Wave Options and D-Wave Warrants), with the final number of D-Wave Quantum Common Shares equal to (a) the sum of (a) $1,200,000,000, plus (b) the aggregate exercise price that would be payable to D-Wave in respect of all options to purchase shares of common stock of D-Wave

 

5

issued and outstanding under D-Wave’s 2020 Equity Incentive Plan (the “D-Wave Options”) (whether vested or unvested) if all D-Wave Options were exercised in full immediately prior to the Effective Time (without giving effect to any “net” exercise or similar concept), plus (c) the aggregate exercise price that would be payable to D-Wave in respect of all D-Wave Warrants (whether vested or unvested) if all D-Wave Warrants were exercised in full immediately prior to the Effective Time (without giving effect to any “net” exercise or similar concept), less (d) D-Wave Expenses (as defined in the Transaction Agreement) in excess of $25,000,000, less (e) $38,033,370, less (f)(x) $10.00 multiplied by (y)(i) the number of D-Wave Quantum Common Shares issued in the PIPE Financing entered into concurrently with the execution of the Transaction Agreement less (ii)(A) the number of D-Wave Quantum Common Shares issued in the in the PIPE Financing entered into concurrently with the execution of the Transaction Agreement divided by (B) the Exchange Ratio (the “Adjusted Equity Value”) divided by (b) $10.00.

 

Q.

What will holders of D-Wave equity awards receive in the Transaction?

 

A:

Pursuant to the Plan of Arrangement, the D-Wave Options will become exercisable for D-Wave Quantum Common Shares. Each such D-Wave Option will be exercisable for a number of D-Wave Quantum Common Shares equal to the Per Share D-Wave Stock Consideration (as defined below).

 

Q:

What will holders of Warrants receive in the Transaction?

 

A:

Pursuant to the terms of the Warrant Agreement, at the Effective Time, by virtue of the DPCM Merger and without any action on the part of any holder of a DPCM Warrant, each DPCM Warrant that is issued and outstanding immediately prior to the Effective Time will be automatically and irrevocably converted into one (1) D-Wave Quantum Warrant. Each such D-Wave Quantum Warrant will be exercisable for a number of D-Wave Quantum Common Shares equal to the Exchange Ratio, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the Transaction. If the Exchange Ratio increases, then the number of D-Wave Quantum Common Shares issuable to holders of D-Wave Quantum Warrants after the Effective Time will also increase.

 

Q:

What will holders of D-Wave Warrants receive in the Transaction?

 

A:

Pursuant to the Plan of Arrangement, the D-Wave Warrants will become exercisable for D-Wave Quantum Common Shares. Each such D-Wave Warrant will be exercisable for a number of D-Wave Quantum Common Shares equal to the Per Share D-Wave Stock Consideration (as defined below).

 

Q:

What equity stake will the current equityholders of DPCM and D-Wave hold in D-Wave Quantum after the consummation of the Transaction and what are the possible sources of dilution that the Public Stockholders that elect not to redeem their shares will experience in connection with the Transaction?

 

6

A:

The following table illustrates the expected ownership levels upon consummation of the Transaction on a fully diluted basis, based on the outstanding equity as of April 30, 2022 and assuming various redemption levels by DPCM’s Public Stockholders and that all Exchangeable Shares have been exchanged for D-Wave Quantum Common Shares. After the completion of the Transaction, Public Stockholders will own a significantly smaller percentage of D-Wave Quantum than they currently own of DPCM. Consequently, Public Stockholders, as a group, will have reduced ownership and voting power in D-Wave Quantum compared to their ownership and voting power in DPCM.

 

		0%(1)								20%(2)								40%(3)								60%(4)								100%(5)
		(No Redemption)																																(Maximum Redemption Scenario)
		Shares				%				Shares				%				Shares				%				Shares				%				Shares				%
DPCM Public Stockholders			35,000,000				19.2	%			29,000,000				16.4	%			23,000,000				13.3	%			17,000,000				10.1	%			0				0.0	%
Sponsor(6)			2,768,075				1.5	%			2,768,075				1.6	%			2,768,075				1.6	%			2,768,075				1.6	%			2,768,075				1.8	%
Additional Holders of DPCM Class B Common Stock			247,500				0.1	%			247,500				0.1	%			247,500				0.1	%			247,500				0.1	%			247,500				0.2	%
PIPE Investors(7)			4,666,667				2.6	%			4,833,333				2.7	%			5,111,111				3.0	%			5,666,667				3.4	%			5,816,530				3.8	%
Current D-Wave Equityholders			101,898,657				55.8	%			101,755,723				57.4	%			101,517,500				58.9	%			101,041,053				59.8	%			100,912,529				66.1	%
Shares Underlying Public Warrants			11,666,667				6.4	%			12,083,333				6.8	%			12,777,778				7.4	%			14,166,667				8.4	%			14,541,326				9.5	%
Shares Underlying Private Warrants			9,333,333				5.1	%			9,666,667				5.5	%			10,222,222				5.9	%			11,333,333				6.7	%			11,633,061				7.6	%
Shares Underlying D-Wave Options(8)			13,965,466				7.7	%			13,945,876				7.9	%			13,913,227				8.1	%			13,847,929				8.2	%			13,830,315				9.1	%
Shares Underlying D-Wave Warrants(8)			2,953,635				1.6	%			2,949,492				1.7	%			2,942,587				1.7	%			2,928,777				1.7	%			2,925,051				1.9	%
Total(9)(10)(11)			182,500,000				100.0	%			177,250,000				100.0	%			172,500,000				100.0	%			169,000,000				100.0	%			152,674,387				100.0	%

 

(1)	Assumes that no shares of DPCM Class A Common Stock are redeemed.

(2)	Assumes redemptions of 6,000,000 shares of DPCM Class A Common Stock.

(3)	Assumes redemptions of 12,000,000 shares of DPCM Class A Common Stock.

(4)	Assumes redemptions of 18,000,000 shares of DPCM Class A Common Stock.

(5)	Assumes redemptions of all 30,000,000 shares of DPCM Class A Common Stock.

(6)	Share amounts exclude the 4,484,425 Founder Shares forfeited by Sponsor.

(7)

Assumes the PIPE Financing is consummated in accordance with its terms for $40.0 million with (i) 4,666,667 D-Wave Quantum Common Shares issued to the PIPE Investors assuming no shares of DPCM Class A Common Stock are redeemed as described in note (1) above, (ii) 4,833,333 D-Wave Quantum Common Shares issued to the PIPE Investors assuming redemptions of 6,000,000 shares of DPCM Class A Common Stock as described in note (2) above, (iii) 5,111,111 D-Wave Quantum Common Shares issued to the PIPE Investors assuming redemptions of 12,000,000 shares of DPCM Class A Common Stock as described in note (3) above, (iv) 5,666,667 D-Wave Quantum Common Shares issued to the PIPE Investors assuming redemptions of 18,000,000 shares of DPCM Class A Common Stock as described in note (4) above and (v) 5,816,530 D-Wave Quantum Common Shares issued to the PIPE Investors assuming redemptions of all 30,000,000 shares of DPCM Class A Common Stock as described in note (5) above. Includes D-Wave Quantum Common Shares purchased by Current D-Wave Equityholders and affiliates of the Sponsor in the PIPE Financing.

(8)

Includes the following amounts of D-Wave Quantum Common Shares issuable upon the exercise of D-Wave Options (vested and unvested) after giving effect to the Plan of Arrangement and D-Wave Quantum Common Shares issuable upon the exercise of D-Wave Warrants (vested and unvested), respectively, (i) 13,965,466 and 2,953,635, respectively, assuming no shares of DPCM Class A Common Stock are redeemed as described in note (1) above, (ii) 13,945,876 and 2,949,492, respectively, assuming redemptions of 6,000,000 shares of DPCM Class A Common Stock as described in note (2) above, (iii) 13,913,227 and 2,942,587, respectively, assuming redemptions of 12,000,000 shares of DPCM Class A Common Stock as

 

7

described in note (3) above, (iv) 13,847,929 and 2,928,777, respectively, assuming redemptions of 18,000,000 shares of DPCM Class A Common Stock as described in note (4) above and (v) 13,830,315 and 2,925,051, respectively, assuming redemptions of all 30,000,000 shares of DPCM Class A Common Stock as described in note (5) above. D-Wave Options and D-Wave Warrants do not represent legally outstanding D-Wave Quantum Common Shares at Closing.

(9)	Excludes remaining shares available for issuance pursuant to any existing or successor equity incentive plan.

(10)	Excludes Commitment Shares (as defined below) issuable to Lincoln Park pursuant to the Purchase Agreement (as defined below).

(11)	Excludes the up to 3,287,762 D-Wave Quantum Common Shares that D-Wave may allocate in connection with the consummation of the Transaction pursuant to the Amended and Restated Sponsor Support Agreement.

For more information, please see the sections titled “Summary-Impact of the Transaction on D-Wave Quantum’s Public Float” and “Unaudited Pro Forma Combined Financial Information.”

 

Q:

What happens if I sell my shares of DPCM Class A Common Stock before the Special Meeting?

 

A:

The record date for the Special Meeting is earlier than the date that the Transaction is expected to be completed. If you transfer your shares of DPCM Class A Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of DPCM Class A Common Stock because you will no longer be able to deliver them for cancellation upon consummation of the Transaction. If you transfer your shares of DPCM Class A Common Stock prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

 

Q:

What vote is required to approve the proposals presented at the Special Meeting?

 

A:

The approval of the Transaction Proposal requires the affirmative vote of at least (i) a majority of the issued and outstanding shares of DPCM Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of DPCM Class A Common Stock, voting separately as a single series. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Special Meeting and broker non-votes will have the same effect as voting “AGAINST” the Transaction Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as voting “AGAINST” the Transaction Proposal. Our Initial Stockholders have agreed to vote their shares of DPCM Common Stock in favor of the Transaction Proposal.

The approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of DPCM Common Stock represented in person via the virtual meeting platform or by proxy and entitled to vote at the Special Meeting. Accordingly, a stockholder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the Equity Incentive Plan Proposal will have no effect on the Equity Incentive Plan Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Equity Incentive Plan Proposal.

The approval of the Employee Stock Purchase Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented in person via the virtual meeting platform or by proxy and entitled to vote at the Special Meeting. Accordingly, a stockholder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the Employee Stock Purchase Plan Proposal will have no effect on the Employee Stock Purchase Plan Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Employee Stock Purchase Plan Proposal.

 

8

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of outstanding shares of DPCM Common Stock represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a stockholder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Special Meeting, as well as a broker non-vote with regard to the Adjournment Proposal will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal.

As further discussed in the section entitled “Related Agreements—Sponsor Support Agreement,” DPCM, D-Wave, D-Wave Quantum and the Sponsor have entered into the Amended and Restated Sponsor Support Agreement, pursuant to which the Sponsor has agreed to vote shares representing 19.3% of the aggregate voting power of DPCM Common Stock in favor of the each of the proposals presented at the Special Meeting, regardless of how Public Stockholders vote. Accordingly, the Amended and Restated Sponsor Support Agreement will increase the likelihood that we will receive the requisite stockholder approval for the Transaction and the transactions contemplated thereby. Because the Transaction Proposal requires the affirmative vote of (i) a majority of the issued and outstanding shares of DPCM Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of DPCM Class A Common Stock, voting separately as a single series, the affirmative vote of 15,000,001 Public Shares, which represents approximately 50% of the outstanding Public Shares, in addition to the Founder Shares, would be required to approve the Transaction Proposal. Notwithstanding the foregoing, consummation of the Transaction is conditioned on the approval of each of the Required Proposals.

 

Q:

What happens if the Transaction Proposal is not approved?

 

A:

If the Transaction Proposal or any of the other Required Proposals are not approved and we do not consummate an initial business combination by October 23, 2022, we will be required to dissolve and liquidate the Trust Account.

 

Q:

How many votes do I have at the Special Meeting?

 

A:

Our stockholders are entitled to one vote on each proposal presented at the Special Meeting for each share of DPCM Common Stock held of record as of June 10, 2022, the record date for the Special Meeting. As of the close of business on the record date, there are expected to be 37,500,000 outstanding shares of DPCM Common Stock, consisting of 30,000,000 outstanding shares of DPCM Class A Common Stock and 7,500,000 outstanding shares of DPCM Class B Common Stock.

 

Q:

What constitutes a quorum at the Special Meeting?

 

A:

A majority of the issued and outstanding shares of DPCM Common Stock entitled to vote as of the record date at the Special Meeting must be present, in person via the virtual meeting platform or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum. Our Initial Stockholders, who currently own approximately 20% of the issued and outstanding shares of DPCM Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. It is expected that as of the record date for the Special Meeting, 18,750,001 shares of DPCM Common Stock would be required to achieve a quorum.

 

Q:

How will the Sponsor and DPCM’s officers and directors vote?

 

A:

Concurrently with the execution of the Transaction Agreement, we entered into agreements with the Sponsor, pursuant to which the Sponsor agreed to vote any shares of DPCM Class A Common Stock and DPCM Class B Common Stock owned by it in favor of the Transaction Proposal.

None of the Sponsor, directors or officers has purchased any shares of DPCM Common Stock during or after the DPCM IPO and, as of the date of this proxy statement/prospectus, neither we nor the Sponsor, directors or officers have entered into agreements, and are not currently in negotiations, to

 

9

purchase shares prior to the consummation of the Transaction. Currently, our Initial Stockholders own approximately 20% of the issued and outstanding shares of DPCM Common Stock, including all of the Founder Shares, and will be able to vote all such shares at the Special Meeting.

 

Q:

What interests does the Sponsor and DPCM’s officers and directors have in the Transaction?

 

A:

The Sponsor, certain members of our Board and our officers may have interests in the Transaction that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Transaction. These interests include:

 

•

the fact that the Sponsor, which is controlled by Emil Michael, the DPCM Chairman and CEO, has waived its right to redeem any of the Founder Shares and public shares in connection with a stockholder vote to approve a proposed initial business combination;

 

•

the fact that each of Emil Michael and Shervin Pishevar (an affiliate of the Sponsor) entered into a PIPE Subscription Agreement with D-Wave Quantum, pursuant to which each of Mr. Michael and Mr. Pishevar subscribed for and agreed to purchase on the Closing Date, and D-Wave Quantum agreed to issue and sell to each of Mr. Michael and Mr. Pishevar on the Closing Date, the number of PIPE Shares equal to $250,000, divided by $10.00 and multiplied by the Exchange Ratio on the terms and subject to the conditions set forth therein;

 

•

the fact that the Sponsor paid an aggregate of $25,000 for the Founder Shares which will convert into approximately 2.8 million D-Wave Quantum Common Shares in accordance with the terms of the Transaction Agreement (giving effect to the forfeiture of the 4,484,425 Forfeited Shares) and such securities will have a significantly higher value at the time of the Transaction, estimated at approximately $27.5 million based on the closing price of $9.93 per public share on the NYSE on July 11, 2022, which Founder Shares would become worthless if DPCM fails to complete an initial business combination by October 23, 2022. As a result of the nominal price paid for the Founder Shares, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other stockholders experience a negative rate of return following the consummation of the Transaction;

 

•

the fact that the Sponsor has agreed to waive (pursuant to the IPO Letter Agreement and for no further consideration) its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if DPCM fails to complete an initial business combination by October 23, 2022;

 

•

the fact that the Sponsor paid approximately $8,000,000 for 8,000,000 Private Warrants, with each such Private Warrant being exercisable at $11.50 for one share of DPCM Class A Common Stock; if DPCM does not consummate an initial business combination by October 23, 2022, then the proceeds from the sale of the Private Warrants will be part of the liquidating distribution to the Public Stockholders and the warrants held by the Sponsor will be worthless; the Private Warrants held by the Sponsor had an aggregate market value of approximately $2.9 million based upon the closing price of $0.36 per Public Warrant on the NYSE on July 11, 2022;

 

•

the beneficial ownership of Peter Diamandis, Denmark West and Desiree Gruber, each an independent director of DPCM, of 45,000, 37,500 and 37,500 Founder Shares, respectively, initially transferred to such individuals by the Sponsor, which will convert into 120,000 D-Wave Quantum Common Shares in accordance with the terms of the Transaction Agreement. All such shares would become worthless if DPCM does not consummate an initial business combination by October 23, 2022, as these individuals have waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $1.2 million based on the closing price of $9.93 per public share on the NYSE on July 11, 2022;

 

•

an entity in which Emil Michael is a manager loaned $200,000 to the Sponsor under the Sponsor Affiliate Note (as defined below), the proceeds of which were directed to DPCM in order to fund working capital deficiencies or finance transaction costs in connection with a business combination. In the event that the Transaction fails to close, the Sponsor may have insufficient assets and/or funds to enable it to repay such amounts to the entity affiliated with Emil Michael;

 

10

•

the economic interests in the Sponsor of certain of DPCM’s officers and directors, which gives them an indirect pecuniary interest in the shares of DPCM Common Stock and DPCM Warrants held by the Sponsor along with a direct interest in the shares of DPCM Common Stock and DPCM Warrants held directly by certain of DPCM’s officers and directors and certain affiliates of the Sponsor, and which interests will be worthless if DPCM does not consummate an initial business combination by October 23, 2022, are summarized in the below table; the value of the DPCM Class B Common Stock and Warrants is calculated based on the price per share of DPCM Class A Common Stock and Warrants as of July 11, 2022:

 

		Investment Amount				Number of Shares of DPCM Class B Common Stock				Value of DPCM Class B Common Stock				Number of Warrants				Value of Warrants				Value of DPCM Securities				Other potential interest(1)				Total interest at risk
Emil Michael		$	3,037,500				2,568,633			$	25,506,526				2,805,994			$	1,010,158			$	26,268,891			$	277,165	(2)		$	26,793,849
Ignacio Tzoumas		$	0				21,756			$	216,037				24,000			$	8,640			$	222,562			$	660			$	225,337
Peter Diamandis		$	0				45,000			$	446,850				0			$	0			$	445,950			$	0			$	446,850
Denmark West		$	100,000				114,312			$	1,135,118				84,735			$	30,505			$	1,157,405			$	2,118			$	1,167,741
Desiree Gruber		$	50,000				75,906			$	753,747				42,368			$	15,252			$	764,515			$	1,059			$	770,058
Kyle Wood		$	150,000				245,755			$	2,440,347				271,103			$	97,597			$	2,514,052			$	3,600			$	2,541,544
Total DPCM Affiliate Interest		$	3,337,500				3,071,362			$	30,498,625				3,228,200			$	1,162,152			$	31,373,375			$	284,602			$	31,945,379
Total Non-DPCM Affiliate Interest		$	5,187,500				4,350,637			$	43,201,825				4,771,800			$	1,717,848			$	44,498,635			$	0			$	44,919,673
Total Interest in Transaction		$	8,525,000				10,493,361			$	104,199,075				8,000,000			$	2,880,000			$	106,309,208			$	284,602			$	107,363,677

 

(1)	Inclusive of $220,000 in loans extended by the Sponsor to DPCM or D-Wave Quantum. There are presently no fees that will be paid to the Sponsor upon consummation of the Transaction and no of out-of-pocket expenses have been incurred that would be reimbursed upon consummation of the Transaction.

(2)	Inclusive of $200,000 loaned to the Sponsor under the Sponsor Affiliate Note by an entity of which Emil Michael is a manager.

Given (i) the differential in the purchase price that the Sponsor and certain of DPCM’s officers and directors paid for the DPCM Class B Common Stock as compared to the price of the DPCM Class A Common Stock, (ii) the differential in the purchase price that the Sponsor paid for the Private Placement Warrants as compared to the price of the Public Warrants, and (iii) the substantial number of D-Wave Quantum Common Shares that the Sponsor and these officers and directors will receive upon conversion of the DPCM Class B Common Stock and/or Private Placement Warrants, the Sponsor and these officers and directors can earn a positive return on their investment, even if DPCM public shareholders have a negative return on their investment.

 

•

if the Trust Account is liquidated, including in the event DPCM is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to DPCM if and to the extent any claims by a third-party for services rendered or products sold to us, or a prospective target business with which DPCM has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the DPCM IPO against certain liabilities, including liabilities under the Securities Act;

 

•

DPCM’s Charter provides that the doctrine of corporate opportunity will not apply with respect to any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, except as set forth in the DPCM Charter. DPCM does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. In the course of their other

 

11

business activities, DPCM’s officers and directors may become aware of other investment and business opportunities which may be appropriate for presentation to DPCM as well as the other entities with which they are affiliated. DPCM’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom DPCM’s management has a pre-existing fiduciary obligation will be presented the opportunity before DPCM is presented with it. DPCM does not believe, however, that the fiduciary duties or contractual obligations of DPCM’s officers or directors or waiver of corporate opportunity materially affected DPCM’s search for a business combination, including the negotiation or recommendation thereof or the provision of advice in connection therewith. DPCM is not aware of any such corporate opportunity not being offered to DPCM and does not believe the renouncement of DPCM’s interest in any such corporate opportunities impacted DPCM’s search for an acquisition target;

 

•

members of the DPCM Board are entitled to reimbursement for all out-of-pocket expenses incurred by them on DPCM’s behalf incident to identifying, investigating and consummating a business combination, but will not receive reimbursement for any out-of-pocket expenses to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated; no such out-of-pocket expenses have been incurred to date and are not expected to exceed $10,000;

 

•

in order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of DPCM’s directors and officers may, but are not obligated to, loan funds to DPCM as may be required. If a business combination were to be consummated, such loaned amounts would be repaid. In the event that the Transaction fails to close, DPCM could use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. To date, an aggregate of $220,000 is outstanding under such loans. In addition, up to $1,500,000 of such loans could be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender. No such convertible loans have been incurred to date with respect to the Transaction, nor are any such convertible loans expected to be incurred;

 

•

CDPM Sponsor Group II, LLC, an affiliate of the Sponsor, entered into an unsecured promissory note with the Sponsor, which note directed funds advanced thereunder to DPCM in order to fund working capital deficiencies or finance transaction costs in connection with a business combination. If a business combination were to be consummated, such loaned amounts would be repaid. In the event that the Transaction fails to close, the Sponsor may have insufficient funds to repay the promissory note. To date, an aggregate of $200,000 is outstanding under such loans. Other than as set forth above, there are no other amounts (including any fees or out-of-pocket expenses) due to affiliates of the Sponsor upon the consummation of the Transaction;

 

•

following the consummation of the Transaction, D-Wave will continue to indemnify DPCM’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy for the benefit of such individuals; and

 

•

Emil Michael, the current Chief Executive Officer of DPCM, is expected to be a director of D-Wave Quantum after the consummation of the Transaction. As such, in the future Mr. Michael will receive any cash fees, stock options, stock awards or other remuneration that D-Wave Quantum’s board of directors determines to pay them.

These interests may influence our Board in making their recommendation that you vote in favor of the approval of the Transaction.

 

Q:

What happens if I vote against the Transaction Proposal?

 

A:

If you vote against the Transaction Proposal but the Transaction Proposal still obtains the affirmative vote of (i) a majority of the issued and outstanding shares of DPCM Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of DPCM Class A Common Stock, voting

 

12

separately as a single series, then the Transaction Proposal will be approved and, assuming the approval of the other Required Proposals and the satisfaction or waiver of the other conditions to closing, the Transaction will be consummated in accordance with the terms of the Transaction Agreement.

If you vote against the Transaction Proposal and the Transaction Proposal does not obtain the affirmative vote of (i) a majority of the issued and outstanding shares of DPCM Common Stock, voting together as a single class, and (ii) a majority of the outstanding shares of DPCM Class A Common Stock, voting separately as a single series, then the Transaction Proposal will fail and we will not consummate the Transaction. If we do not consummate the Transaction, we may continue to try to complete an initial business combination with a different target business until October 23, 2022. If we fail to complete an initial business combination by October 23, 2022, then we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our Public Stockholders.

 

Q:

Do I have redemption rights?

 

A:

If you are a Public Stockholder, you may redeem your Public Shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Transaction, including interest not previously released to us to pay our taxes, by (ii) the total number of then-outstanding Public Shares; provided that we may not redeem any shares of DPCM Class A Common Stock issued in the DPCM IPO to the extent that such redemption would result in our failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) in excess of $5,000,001.

Holders of our outstanding Public Warrants do not have redemption rights in connection with the Transaction. The Sponsor, directors and officers have agreed to waive (pursuant to the IPO Letter Agreement and for no further consideration) their redemption rights with respect to their shares of DPCM Common Stock in connection with the consummation of the Transaction, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on the balance of our Trust Account of $300,229,704 as of March 31, 2022, the estimated redemption price would have been approximately $10.00 per share. Additionally, shares properly tendered for redemption will only be redeemed if the Transaction is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest not previously released to DPCM or to pay our taxes) in connection with the liquidation of the Trust Account, unless we complete an alternative initial business combination prior to October 23, 2022.

 

13

In addition, if a stockholder does not redeem their shares of DPCM Class A Common Stock, but other Public Stockholders do elect to redeem, the non-redeeming stockholders would own shares with a lower book value per share. The more redemptions of DPCM Class A Common Stock, the higher or larger the Exchange Ratio. In other words, as the number of redemptions of DPCM Class A Common Stock increases, the number of D-Wave Quantum Common Shares issuable in respect of each share of DPCM Class A Common Stock held by non-redeeming Public Stockholders also increases. For informational purposes only, please see the table below for an illustration of such increase. On a pro forma basis for the year ended December 31, 2021, the basic and diluted net loss per share attributable to DPCM Class A Common Stockholders ranges from $0.04 per share assuming the No Redemption Scenario and nil per share assuming the Maximum Redemption Scenario.

 

Redemption Rate		0%				20%				40%				63.3%				100%
Trust Account Size (in millions)		$	300.2			$	240.1			$	180.1			$	100.9			$	—
Assumed Price Per Share of DPCM Class A Common Stock at Closing of Transaction		$	10.00			$	10.00			$	10.00			$	10.0			$	10.00
Remaining Public Shares (in millions)			30				24.0				18.0				11.0				—
Additional Shares of DPCM Class A Common Stock Available to Non-Redeeming Holders (in millions)			5.0				5.0				5.0				5.0				—
Exchange Ratio			1.1666667				1.2083333				1.2777777				1.4541326				1.4541326
Implied Price Per Share of DPCM Class A Common Stock		$	8.57			$	8.27			$	7.82			$	6.30			$	—
Implied Consideration Per Share of DPCM Class A Common Stock		$	11.67			$	12.08			$	12.77			$	14.54			$	—

For illustrative purposes only, assuming a price of $10.00 per share of DPCM Class A Common Stock at the closing of the Transaction, each share of DPCM Class A Common Stock would receive D-Wave Quantum Common Shares with a value ranging between $11.67 (assuming the No Redemption Scenario) and $14.54 (assuming redemptions are equal to or greater than 63.3%). In the Maximum Redemption Scenario, no D-Wave Quantum Common Shares would be received by holders of shares of DPCM Class A Common Stock. Based on the closing price of $9.93 per share of DPCM Class A Common Stock on the NYSE on July 11, 2022, each share of DPCM Class A Common Stock would receive D-Wave Quantum Common Shares with a value ranging between $11.59 (assuming the No Redemption Scenario) and $14.44 (assuming the Maximum Redemption Scenario).

 

Q:

Can our Initial Stockholders redeem their Founder Shares in connection with consummation of the Transaction?

 

A:

No. Our Initial Stockholders, officers and other current directors have agreed to waive, for no consideration and for the sole purpose of facilitating the Transaction, their redemption rights, with respect to their Founder Shares and any Public Shares they may hold, in connection with the consummation of the Transaction.

 

Q:

Is there a limit on the total number of Public Shares that may be redeemed?

 

A:

Yes. The DPCM Charter provides that we may not redeem our Public Shares in an amount that would result in our failure to have net tangible assets equaling or exceeding $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the Transaction Agreement. Other than this limitation, the DPCM Charter does not provide a specified maximum redemption threshold. In the event the aggregate cash consideration we would be required to pay for all shares of DPCM Class A Common Stock that are validly submitted for

 

14

redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Transaction Agreement exceeds the aggregate amount of cash available to us, we may not complete the Transaction or redeem any shares, all shares of DPCM Class A Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate initial business combination.

Based on the amount of funds in our Trust Account as of March 31, 2022, and assuming the funding in full of all amounts to be provided pursuant to the PIPE Subscription Agreements, 100% of the Public Stockholders may redeem their Shares of DPCM as long as DPCM has at least $5,000,001 in net tangible assets immediately after the Effective Time.

 

Q:

How does D-Wave’s agreement to waive the minimum cash condition impact the Transaction?

 

A:

On June 16, 2022, D-Wave agreed to waive the minimum cash condition in the Transaction Agreement of Aggregate Transaction Proceeds being equal to or greater than $115,000,000, subject to the Aggregate Transaction Proceeds being equal to or greater than $30,000,000, which is a condition to D-Wave’s obligation to close the Transaction. Since D-Wave elected to waive the minimum cash condition in the Transaction Agreement, subject to the Aggregate Transaction Proceeds being equal to or greater than $30,000,000, D-Wave Quantum may have less capital to execute its business plan and pursue its growth prospects. D-Wave Quantum anticipates using the Equity Line (as defined below) to partially fund its operations and business.

 

Q:

Why is D-Wave Quantum providing a pool of additional shares for non-redeeming holders of DPCM Class A Common Stock?

 

A:

Although DPCM believes that its targeted valuation compares very favorably to other quantum computing companies, particularly given its degree of commercial traction, DPCM has decided to provide the holders of the Public Shares with an incrementally more compelling reason to invest during this challenging market environment. To facilitate this, D-Wave Quantum has established a pool of an additional 5,000,000 D-Wave Quantum Common Shares to be allocated the holders of DPCM Class A Common Stock that do not elect to redeem their shares in connection with the Transaction. See “The Transaction Agreement and Related Agreements—Conversion of Shares.”

This structure is designed to incentivize the holders of shares of DPCM Class A Common Stock to retain, and not redeem, their shares of DPCM Class A Common Stock. D-Wave Quantum has implemented a similar structure for the PIPE Investors with an additional pool of up to approximately 1.8 million shares, such that PIPE Investors will be afforded the same per share price as the DPCM Class A Common Stockholders.

 

Q:

What does the bonus pool of additional shares mean for holders of shares of DPCM Class A Common Stock that elect not to redeem their shares of DPCM Class A Common Stock in connection with the Transaction?

 

A:

The holders of DPCM Class A Common Stock that do not elect to redeem their shares in connection with the Transaction will receive a number of D-Wave Quantum Common Shares for each share of DPCM Class A Common Stock equal to the Exchange Ratio between 1.1666667 (assuming the No Redemption Scenario) and 1.4541326 (if redemptions are equal to or greater than approximately 63.3%).

 

Q:

Will my vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Transaction Proposal, or any other proposal described by this proxy statement/prospectus. As a result, the Transaction Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.

 

15

Q:

How do I exercise my redemption rights?

 

A:

In order to exercise your redemption rights, you must (i) if you hold Public Units, separate the underlying Public Shares and Public Warrants, and (ii) prior to 5:00 P.M., Eastern time on July 29, 2022 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that our stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the vote on the proposal to approve the Transaction at the Special Meeting, or to deliver their shares to the Transfer Agent electronically using the Depository Trust Company’s (DTC) Deposit/Withdrawal At Custodian (“DWAC”) system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Transaction is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not stockholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

The U.S. federal income tax consequences of the redemption depend on your particular facts and circumstances. Please see the section entitled “Material U.S. Federal Income Tax Considerations.” You should consult with your tax advisors regarding the tax consequences of exercising your redemption rights.

 

Q:

What are the U.S. federal income tax consequences of the DPCM Merger to U.S. holders of DPCM Class A Shares and/or Public Warrants?

 

A:

As described more fully under the section entitled “Material U.S. Federal Income Tax Considerations,” it is expected that the DPCM Merger, taken together with certain related transactions, should qualify as an exchange governed by Section 351 of the U.S. Tax Code such that the exchange of DPCM Class A Shares for D-Wave Quantum Common Shares pursuant to the DPCM Merger generally qualifies as a tax-free exchange for U.S. federal income tax purposes (subject to possible gain recognition in respect of any D-Wave Quantum Warrants received, as described below).

It is also possible that the DPCM Merger will qualify as a “reorganization” under Section 368 of the U.S. Tax Code. However, such qualification is uncertain because the requirements for qualification of the DPCM Merger as a “reorganization” under Section 368 of the U.S. Tax Code are more stringent in

 

16

certain respects than the requirements for qualification as an exchange under Section 351 of the U.S. Tax Code. If the transfer of Public Warrants qualifies as part of a “reorganization” within the meaning of Section 368 of the U.S. Tax Code, a U.S. holder (as defined under the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders”) of Public Warrants generally should not recognize any gain or loss on any such transfer of Public Warrants.

If the DPCM Merger does not qualify as a “reorganization” within the meaning of Section 368 of the U.S. Tax Code, the exchange of Public Warrants for D-Wave Quantum Warrants may be treated as a transaction distinct from the exchange of DPCM Class A Shares for D-Wave Quantum Common Shares such that a U.S. holder of Public Warrants would be treated as exchanging such Public Warrants for “new” warrants in a taxable exchange. If so treated, a U.S. holder would be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the D-Wave Quantum Warrants held by such U.S. holder immediately following the DPCM Merger and the adjusted tax basis of the Public Warrants held by such U.S. holder immediately prior to the DPCM Merger. Alternatively, a U.S. holder of Public Warrants could be treated as exchanging its Public Warrants and DPCM Class A Shares for D-Wave Quantum Warrants and D-Wave Quantum Common Shares in an exchange governed only by Section 351 of the U.S. Tax Code (and not by Section 368 of the U.S. Tax Code). If so treated, a U.S. holder should be required to recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder (generally, the excess of (x) the sum of the fair market values of the D-Wave Quantum Warrants treated as received by such holder and the D-Wave Quantum Common Shares received by such holder over (y) such holder’s aggregate adjusted tax basis in the Public Warrants and DPCM Class A Shares treated as having been exchanged therefor) and (ii) the fair market value of the D-Wave Quantum Warrants treated as having been received by such holder in such exchange.

The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “Material U.S. Federal Income Tax Considerations.” You should consult with your tax advisors regarding the tax consequences to you of the DPCM Merger.

 

Q:

If I am a Public Warrant holder, can I exercise redemption rights with respect to my Public Warrants?

 

A:

No. The holders of Public Warrants have no redemption rights with respect to such Public Warrants.

 

Q:

Do I have appraisal rights if I object to the proposed Transaction?

 

A:

No. Appraisal rights are not available to holders of DPCM Common Stock in connection with the Transaction.

 

Q:

What happens to the funds held in the Trust Account upon consummation of the Transaction?

 

A:

If the Transaction is consummated, the funds held in the Trust Account will be used to: (i) pay our Public Stockholders who properly exercise their redemption rights; and (ii) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred in connection with the transactions contemplated by the Transaction Agreement, including the Transaction, and pursuant to the terms of the Transaction Agreement. Any remaining funds will be used by D-Wave Quantum for general corporate purposes.

 

Q:

What conditions must be satisfied to complete the Transaction?

 

A:

There are a number of closing conditions in the Transaction Agreement, including the approval and adoption by the D-Wave Shareholders of the Transaction Agreement and the transactions contemplated thereby and the approval by the stockholders of DPCM of the Transaction Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Transaction, please see the section titled “The Transaction Agreement and Related Agreements.”

 

17

Q:

What happens if the Transaction is not consummated?

 

A:

There are certain circumstances under which the Transaction Agreement may be terminated. Please see the section titled “The Transaction Agreement and Related Agreements” for information regarding the parties’ specific termination rights.

If we do not consummate the Transaction, we may continue to try to complete an initial business combination with a different target business until October 23, 2022. Unless we amend the DPCM Charter (which requires the affirmative vote of 65% of all then outstanding shares of DPCM Common Stock) and amend certain other agreements into which we have entered to extend the life of DPCM, if we fail to complete an initial business combination by October 23, 2022, then we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish our Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the DPCM IPO. Please see the section titled “Risk Factors—Risks Related to DPCM, D-Wave Quantum and the Transaction.”

Holders of our Founder Shares have waived any right to any liquidating distributions with respect to such shares. In addition, if we fail to complete a business combination by October 23, 2022, there will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless.

 

Q:

When is the Transaction expected to be completed?

 

A:

The consummation of the Transaction is expected to take place on or prior to the third business day following the satisfaction or waiver of the conditions described below in the subsection titled “The Transaction Agreement and Related Agreements-The Transaction Agreement-Conditions to Closing of the Transaction.” The closing of the Transaction is expected to occur in the second quarter of 2022. The Transaction Agreement may be terminated by DPCM or D-Wave if the consummation of the Transaction has not occurred by October 23, 2022, except that such right to terminate the Transaction Agreement shall not be available to a party that has breached any of its representations, warranties, covenants or agreements under the Transaction Agreement and such breach is the primary cause of or has resulted in the failure of the Transaction to be consummated on or before such date.

For a description of the conditions to the closing of the Transaction, see the section titled “The Transaction Agreement and Related Agreements- Conditions to Closing of the Transaction.”

 

Q:

What do I need to do now?

 

A:

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Transaction will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q:

How do I vote?

 

A:

The Special Meeting will be held via live webcast on August 2, 2022, at 10:00 a.m. Eastern time. The Special Meeting can be accessed by visiting https://www.cstproxy.com/dpcmcapital/2022, where you

 

18

will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact Continental Stock Transfer and Trust Company, the transfer agent.

If you are a holder of record of DPCM Common Stock on June 10, 2022, the record date, you may vote at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a proxy from your broker, bank or nominee.

For additional information, please see the section titled “Special Meeting of the Stockholders of DPCM.”

 

Q:

How can I attend the Special Meeting?

 

A:

If you are a registered stockholder you received a proxy card from the Transfer Agent. The proxy card contains instructions on how to attend the virtual Special Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the Transfer Agent at the phone number or e-mail address below. The Transfer Agent’s contact information is as follows: (917) 262-2373, or email mzimkind@continentalstock.com.

You can pre-register to attend the virtual Special Meeting starting July 26, 2022 at 10:00 a.m Eastern time. Enter https://www.cstproxy.com/dpcmcapital/2022 into your browser, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting. We recommend that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts.

Beneficial investors, who own their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Special Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the meeting by dialing +1 800-450-7155 (toll-free) outside the U.S. and Canada +1 857-999-9155 (standard rates apply). This is listen-only, you will not be able to vote or enter questions during the meeting.

 

Q:

What if during the check-in time or during the Special Meeting I have technical difficulties or trouble accessing the virtual meeting website?

 

A:

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log in page.

 

Q:

What will happen if I abstain from voting or fail to vote at the Special Meeting?

 

A:

At the Special Meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, a failure to vote or an abstention will have the same effect as voting “AGAINST” the Transaction Proposal, but will have no effect on the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Adjournment Proposal.

 

Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A:

Signed and dated proxies we receive without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters that properly come before the Special Meeting.

 

19

Q:

If I am not going to attend the Special Meeting via the virtual meeting platform, should I return my proxy card instead?

 

A:

Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe that all of the proposals presented to the stockholders

at this Special Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

 

Q:

How will a broker non-vote impact the results of each proposal?

 

A:

Broker non-votes will have the same effect as voting “AGAINST” the Transaction Proposal, but will have no effect on the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal or the Adjournment Proposal.

 

Q:

May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to our Secretary at the address listed below so that it is received by our Secretary prior to the Special Meeting or attend the Special Meeting in person via the virtual meeting platform and vote. You also may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Special Meeting.

 

Q:

What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

 

Q:

Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

 

A:

We will pay the cost of soliciting proxies for the Special Meeting. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay a fee of $30,000, plus disbursements, and will reimburse Morrow Sodali LLC for its reasonable out-of-pocket expenses and indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of DPCM Common Stock for their expenses in forwarding soliciting materials to beneficial owners of DPCM Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

20

Q:

Who can help answer my questions?

 

A:

If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

DPCM Capital, Inc.

382 NE 191 Street, #24148

Miami, FL 33179

Email: mkilkenny@hstrategies.com

You may also contact the proxy solicitor for DPCM at:

Morrow Sodali LLC

333 Ludlow Street, 5th

Floor, South Tower

Stamford CT 06902

Tel: Toll-Free (800) 662 5200 or (203) 658-9400

Email: XPOA.info@investor.morrowsodali.com

To obtain timely delivery, stockholders must request the materials no later than July 26, 2022, or five business days prior to the Special Meeting.

You may also obtain additional information about DPCM from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the Transfer Agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our, our management team’s, D-Wave’s and D-Wave’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “believe,” “may,” “will,” “could,” “would,” “should,” “would,” “expect,” “intend,” “plan,” “anticipate,” “trend,” “believe,” “estimate,” “predict,” “project,” “potential,” “seem,” “seek,” “future,” “outlook,” “forecast,” “projection,” “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 proxy statement/prospectus may include, for example, statements about:

 

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our ability to consummate the Transaction;

 

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the anticipated timing of the Transaction;

 

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the expected benefits of the Transaction;

 

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the listing of the D-Wave Quantum Common Shares and the D-Wave Quantum Warrants on the NYSE;

 

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D-Wave’s future growth and innovations;

 

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the increased adoption of quantum computing solutions and expansion of related market opportunities and use cases;

 

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the estimated total addressable market for quantum computing and expectations regarding product development and functionality;

 

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the consummation of private placements conducted in connection with the Transaction;

 

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the initial market capitalization of D-Wave Quantum;

 

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the amount of funds available in the Trust Account as a result of stockholder redemptions or otherwise;

 

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D-Wave Quantum’s financial and business performance following the Transaction, including financial projections and business metrics;

 

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changes in D-Wave’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

 

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the ability of D-Wave’s products and services to meet customers’ compliance and regulatory needs;

 

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D-Wave’s ability to attract and retain qualified employees and management;

 

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D-Wave’s ability to develop and maintain its brand and reputation;

 

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developments and projections relating to D-Wave’s competitors and industry;

 

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the impact of health epidemics, including the COVID-19 pandemic, on D-Wave’s business and the actions D-Wave may take in response thereto;

 

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D-Wave’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

 

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expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

 

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D-Wave’s future capital requirements and sources and uses of cash;

 

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D-Wave’s ability to obtain funding for its operations and future growth; and

 

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D-Wave’s business, expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties and are not predictions of actual performance. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. These forward-looking statements are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability regarding future performance, events or circumstances. Many of the factors affecting actual performance, events and circumstances are beyond the control of D-Wave, D-Wave Quantum and DPCM. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements.

Some factors that could cause actual results to differ include:

 

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anticipated trends, growth rates, and challenges in companies, such as D-Wave, that are engaged in the business of quantum computing and in the markets in which they operate;

 

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the occurrence of any event, change or other circumstances that could delay the Transaction or give rise to the termination of the Transaction Agreement;

 

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the outcome of any legal proceedings that may be instituted against DPCM following announcement of the proposed Transaction and transactions contemplated thereby;

 

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the amount of redemptions by the DPCM Stockholders;

 

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the failure to consummate the PIPE Financing;

 

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the inability to complete the Transaction due to the failure to obtain approval of the stockholders of DPCM or to satisfy other conditions to the closing in the Transaction Agreement;

 

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the risk that D-Wave Quantum Inc.’s securities will not be approved for listing on the NYSE or, if approved, maintain the listing;

 

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the volatility in the price of DPCM’s securities;

 

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the risk that the proposed Transaction disrupts current plans and operations of D-Wave as a result of the announcement and consummation of the transactions described herein;

 

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D-Wave’s ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition and the ability of D-Wave to grow and achieve and maintain profitably following the Transaction;

 

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risks related to the uncertainty of the unaudited prospective forecasted financial information;

 

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risks related to the performance of D-Wave Quantum’s business and the timing of expected business or financial milestones;

 

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unanticipated technological or project development challenges, including with respect to the cost and or timing thereof;

 

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the performance of D-Wave Quantum’s products and services;

 

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the effects of competition on D-Wave Quantum’s business;

 

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changes in the business of D-Wave, D-Wave’s market, financial, political and legal conditions;

 

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the risk that D-Wave Quantum will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the amount of redemption requests made by DPCM’s Public Stockholders; the risk that D-Wave Quantum may never achieve or sustain profitability;

 

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the risk that D-Wave is unable to secure or protect its intellectual property;

 

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costs related to the Transaction;

 

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changes in applicable laws or regulations;

 

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the effect of the COVID-19 pandemic, geopolitical events, natural disasters, wars, terrorist acts or a combination of these factors on D-Wave’s business and the economy in general;

 

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the ability of D-Wave to execute its business model, including market acceptance of its planned products and services;

 

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D-Wave Quantum’s ability to raise capital;

 

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the possibility that DPCM or D-Wave may be negatively impacted by other economic, business, and/or competitive factors;

 

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any changes to U.S. tax laws; and

 

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other risks and uncertainties described in this proxy statement/prospectus, including those under the section titled “Risk Factors.”

In addition, statements that “DPCM believes,” “D-Wave believes” or “D-Wave Quantum believes” and similar statements reflect DPCM’s, D-Wave’s or D-Wave Quantum’s beliefs and opinions on the relevant subject. These statements are based upon information available to D-Wave, DPCM or D-Wave Quantum, as the case may be, as of the date of this prospectus/proxy statement, and while D-Wave, DPCM or D-Wave Quantum, as the case may be, believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that such party has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which D-Wave competes as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with D-Wave’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and D-Wave’s management’s judgment where information is not publicly available. This information appears in “Information About D-Wave” and other sections of this proxy statement/prospectus.

 

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Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable. However, forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

 

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RISK FACTORS

In this section, unless otherwise specified, the terms “we”, “our”, “us” and “D-Wave” refer to D-Wave Systems Inc. and its consolidated subsidiaries. You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Transaction and the proposals to be voted on at the Special Meeting. Certain of the following risk factors apply to the business and operations of D-Wave and will also apply to the business and operations of D-Wave Quantum following the completion of the Transaction. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Transaction, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of D-Wave Quantum following the Transaction. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by D-Wave Quantum, DPCM and D-Wave that later may prove to be incorrect or incomplete. D-Wave Quantum, DPCM and D-Wave may face additional risks and uncertainties that are not presently known to each entity, or that are currently deemed immaterial, which may also impair the business or financial condition of D-Wave Quantum following the Transaction. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to D-Wave’s Financial Condition and Status as an Early-Stage Company

We are in our growth stage which makes it difficult to forecast our future results of operations and our funding requirements.

Near term, our ability to generate revenue will largely be dependent on our ability to continue to develop and produce annealing quantum computers and hybrid quantum-classical solvers that are able to solve customer business problems at scale. Longer term, our ability to generate revenue will also be dependent on our ability to develop, produce and commercialize gate-model quantum computers. We have commercialized annealing quantum computers, but we have not yet commercialized a gate-model quantum computer. Our product roadmap may not be realized as quickly as hoped, or at all.

Our ability to scale our business is dependent upon building referenceable quantum-hybrid applications. Additionally, we must accelerate sales cycles to meet revenue projections and our business depends on our ability to successfully upsell customers through our on-board process and move them into production applications.

The development of our scalable business model will require the incurrence of a substantially higher level of costs than incurred to date, while our revenues may not substantially increase until more powerful products are produced, which requires a number of technological advancements which may not occur on the currently anticipated timetable or at all. As a result, our historical results should not be considered indicative of our future performance. Further, in future periods, our growth could slow or decline for any number of reasons, including but not limited to failing to achieve targeted demand for our services, increased competition, changes to technology, inability to scale up our technology, a decrease in the growth of the overall market, or our failure, for any reason, to continue to take advantage of growth opportunities.

We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties and our future growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results and our funding needs could differ materially from our expectations, and our business could suffer. Our success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years and decade. There is no certainty these research and development milestones will be achieved for the costs we have forecast or as quickly as hoped, or at all.

 

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We have a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future.

We have incurred net losses since inception and experienced negative cash flows from operations. We incurred net losses of $31.5 million and $10.0 million in 2021 and 2020, respectively. As of December 31, 2021, we had an accumulated deficit of $325.3 million. These losses and accumulated deficit are a result of the substantial investments we have made to grow our business and we expect to make significant expenditures to expand our business in the future. To date, our primary sources of capital have been through private placements of our convertible preferred shares, revenue from the sale of our products and services and government assistance. Until such time as we can generate significant revenue from sales of our Quantum Computing-as-a-Service (“QCaaS”) offering and our professional services, we expect to finance our cash needs through public or private equity or debt financings or other capital sources, including strategic partnerships. However, we may be unable to raise additional funds or enter into such other arrangements, when needed, on favorable terms or at all.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be, or could be, diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our shareholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, or substantially reduce our quantum computing development efforts.

On March 3, 2022, we entered into the Venture Loan and Security Agreement (the “Venture Loan Agreement”), by and between D-Wave, D-Wave US Inc., D-Wave Government Inc., D-Wave Commercial Inc., D-Wave International Inc., D-Wave Quantum Solutions Inc., and Omni Circuit Boards Ltd. (collectively, the “Borrowers”, and each a “Borrower”), as borrower, and PSPIB Unitas Investments II Inc. (“PSPIB”), as the lender. Under the Venture Loan Agreement, term loans in an aggregate principal amount of $25.0 million will become available to us in three tranches, subject to certain terms and conditions. See “D-Wave Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Venture Loan and Security Agreement.”

On June 16, 2022, D-Wave Quantum, D-Wave and DPCM entered into the Purchase Agreement with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from D–Wave Quantum, at the option of D-Wave Quantum, up to $150,000,000 of D-Wave Quantum Common Shares from time to time over a 36-month period following the Commencement Date (as defined below). The Purchase Agreement is subject to certain limitations including but not limited to, the filing and effectiveness of the Lincoln Park Registration Statement. See “Proposal No. 1—The Transaction Proposal— Related Agreements—The Lincoln Park Transactions.”

We have not yet achieved profitability on an annual or quarterly basis and we do not know if we will be able to achieve or sustain, if achieved, profitability. We plan to continue to invest in our research and development, sales, marketing and professional services efforts, and we anticipate that our operating expenses will continue to increase as we scale our business and expand our operations. We also expect our general and administrative expense to increase as a result of our growth and operating as a public company. We have determined that additional financing will be required to fund our operations for the next 12 months and our ability to continue as a going concern is dependent upon obtaining additional capital and financing, including through the consummation of the Transaction. Our expenses may be greater than we anticipate, and our investments intended to reach our technical targets and scale our business and make our technical infrastructure more efficient may not be successful. Our ability to achieve and sustain profitability is based on numerous factors, many of which are beyond our control. We may never be able to generate sufficient revenue to achieve or sustain profitability.

 

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In addition, we may make decisions that would reduce our short-term operating results if we believe those decisions will improve the experiences of our customers or if we believe such decisions will improve our operating results over the long-term. These decisions may not be consistent with the expectations of investors and may not produce the long-term benefits we expect, in which case our business may be materially and adversely affected. See “Liquidity and going concern” in the notes to the audited consolidated financial statements of D-Wave Systems Inc. as of December 31, 2021 and 2020, and for the years ended December 31, 2021 and 2020.

If we do not adequately fund our research and development efforts or use research and development teams effectively or build a sufficient number of annealing quantum computer production systems, we may not be able to achieve our technological goals, build sufficient systems, meet customer and market demand, or compete effectively and our business and operating results may be harmed.

To remain competitive, we must continue to develop new product offerings and reach technological milestones, as well as add features and enhancements to our existing platform and products. Maintaining adequate research and development personnel and resources to meet the demands of the market is essential. If we experience high employee or management turnover, or a lack of other research and development resources, we may miss market opportunities. The success of our business is dependent on our research and development teams developing a roadmap that allows us to achieve technical milestones for both annealing and gate-model quantum computing, including with respect to our hybrid solvers and our Leap and Ocean platforms, retain and increase the spending of our existing customers and attract new customers. The computing industry is quickly evolving and we may invest significantly in particular functionality or integrations that may become obsolete in the future, and any future product offerings, features or enhancements that we develop may be unsuccessful. The success of any new product offerings, enhancements or features depends on several factors, including our understanding of market demand, timely execution, successful introduction, and market acceptance. We may not successfully develop new features or enhance our existing platform and products to meet customer needs or our new products, features or enhancements may not achieve adequate acceptance in the market. Additionally, our improvements and enhancements may not result in our ability to recoup our investments in a timely manner, or at all. We may make significant investments in new offerings, features or enhancements that may not achieve expected returns. Further, many of our competitors may expend a considerably greater amount of funds on their research and development programs, and those that do not may be acquired by larger companies that would allocate greater resources to our competitors’ research and development programs. Our failure to maintain adequate research and development resources, to use our research and development resources efficiently or to compete effectively with the research and development programs of our competitors could materially adversely affect our business.

Our estimates of the magnitude of the market opportunity, forecasts of market growth and our operating metrics may prove to be inaccurate and may not be indicative of our future growth.

Our estimates of market opportunity included in this proxy statement/prospectus may prove to be inaccurate and may not be indicative of our future growth or performance. Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. While our estimate of the total addressable market included in this proxy statement/prospectus is made in good faith and is based on assumptions and estimates we believe to be reasonable under the circumstances, this estimate may not prove to be accurate. Further, even if the estimate of our market opportunity does prove to be accurate, we could fail to capture significant portions, or any portion, of the available markets. Alternatives to our quantum computing products may present themselves and if they do, could substantially reduce the market for our computing services. Advances in classical computing may prove more robust for longer than currently anticipated and could adversely affect the timing of any quantum advantage being achieved, if at all. Any expansions in our markets depend on a number of factors, including the cost, performance, and perceived value associated with our products and services. In making such forecasts, we rely on data provided by industry sources and customers, among other things, that we have not independently verified and such data may not be accurate, and any inaccuracy will affect the accuracy of our forecasts. The accuracy of our forecasts may also be affected by human error in the interpretation of such data.

 

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Our business could be harmed if we fail to manage growth effectively.

If we fail to manage growth effectively, our business, results of operations and financial condition could be harmed. We anticipate that a period of significant expansion will be required to address potential growth. This expansion will place a significant strain on our management, operational and financial resources. Expansion will require significant cash investments and management resources. Such investments may not result in additional sales of our products or services, and we may not be able to avoid cost overruns or be able to hire additional personnel as required. In addition, we will also need to ensure our compliance with regulatory requirements in various jurisdictions applicable to the sale, installation and servicing of our products. To manage the growth of our operations and personnel, we must establish appropriate and scalable operational and financial systems, procedures and controls and establish and maintain a qualified finance, administrative and operations staff. We may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and exploit potential strategic relationships and market opportunities. The growth we have experienced in our business places significant demands on our operational infrastructure. The scalability and flexibility of our platform depends on the functionality of our technology and network infrastructure and its ability to handle increased traffic and demand for processing and bandwidth. Any problems with the transmission of increased data and requests could result in harm to our brand or reputation.

Our growth has placed, and will likely continue to place, a significant strain on our managerial, administrative, operational, financial and other resources. As we grow, we will be required to continue to improve our operational and financial controls and reporting procedures and we may not be able to do so effectively. Furthermore, some members of our management do not have significant experience managing a large global business operation, so our management may not be able to manage such growth effectively. As such, we may be unable to manage our revenue and expenses effectively in the future, which may negatively impact our gross profit or operating expenses. In managing our growing operations, we are also subject to the risks of over-hiring and/or overcompensating our employees and over-expanding our operating infrastructure. We intend to further expand our overall business, including headcount, with no assurance that our revenues will continue to grow. In addition, North America is currently experiencing one of the most competitive markets for human capital talent in recent times. Coupled with the incredibly complex nature of the quantum industry, we may face significant challenges and delays in hiring and challenges with employee retention.

If we fail to attract new customers and retain and increase the spending of existing customers, our revenue, business, results of operations, financial condition and growth prospects would be harmed.

Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all. Our success will depend upon our ability to expand our platform’s capabilities, scale our operations, increase our sales capability and successfully complete professional services projects, that may or may not progress to in-production applications.

Our long-term growth will ultimately be dependent upon our ability to successfully scale up manufacturing of our products in sufficient quantity and quality and in a cost-effective manner. Unforeseen issues associated with scaling up and constructing quantum computing technology at commercially viable levels could negatively impact our business, financial condition and results of operations.

Our growth is dependent upon our ability to successfully market and sell quantum computing technology. One of our marketing strategies is to drive traffic to our cloud-based services. We utilize various unpaid content marketing strategies, including customer events, seminars, webinars, blogs, thought leadership and social media engagement, as well as paid advertising and third-party event sponsorship, to attract prospective users of our cloud-based services. These unpaid or paid efforts may not attract a sufficient volume and quality of traffic to our cloud-based services and, in the future, we may be required to increase our marketing spend to achieve our volume and quality of traffic targets.

 

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We depend on our ability to retain existing senior management and other key employees and qualified, skilled personnel and to attract new individuals to fill these roles as needed. If we are unable to do so, such failure could adversely affect our business, results of operations and financial condition.

Our future performance depends on the continued service and contributions of our senior management, and other key employees to execute on our business plan, to develop our platform and products, to attract and retain customers and to identify and pursue strategic opportunities. The failure to properly manage succession plans, develop leadership talent, and/or the loss of services of senior management or other key employees could significantly delay or prevent the achievement of our strategic objectives. From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives, which could disrupt our business. In addition, our ability to identify, hire, develop, motivate and retain qualified personnel will directly affect our ability to maintain and grow our business, and such efforts will require significant time, expense and attention. The inability to attract or retain qualified personnel or delays in hiring required personnel may seriously harm our business, financial condition and operating results. Our ability to continue to attract and retain highly skilled personnel, specifically employees with technical and engineering skills and employees with high levels of experience in designing and developing software, will be critical to our future success. In addition, to the extent we hire personnel from competitors, we may be subject to allegations that such personnel have been improperly solicited or have divulged proprietary or other confidential information. The loss of service of senior management or other key employees could significantly delay or prevent the achievement of our development and strategic objectives. The replacement of any of our senior management personnel or other key employees would likely involve significant time and costs, and such loss could adversely affect our revenue, business, results of operations and financial condition.

Our business and growth are dependent on the success of our strategic relationships with third parties.

We depend on, and anticipate that we will continue to depend on, various third-party suppliers in order to sustain and grow our business. Failure of any of these suppliers to continue to provide products and services to maintain, support or secure their technology platforms or our integrations, or errors or defects in their technologies, products or services, could adversely affect our relationships with our customers, damage our brand and reputation and result in delays or difficulties in our ability to provide our platform. Our ability to produce and scale our annealing and gate model quantum computers is dependent also upon components we must source from the electronics and semiconductor industries. Shortages or supply interruptions in any of these components will adversely impact our financial performance.

Our platform and products depend on the ability to access and integrate with third-party cloud providers. In particular, we have developed our platform and products to integrate with certain third-party cloud providers and the third-party applications of other parties. If we choose or are required to change cloud providers, we will incur costs to port our platform and products to a new service and may experience service interruptions during a change of cloud provider. Generally, third-party cloud providers and the data we receive from the third-party cloud providers are written and controlled by the application provider. Any changes or modifications to the third-party cloud providers or the data provided could negatively impact the functionality of, or require us to make changes to, our platform and products, which would need to occur quickly to avoid interruptions in service for our customers. See “Our Quantum Computing as a Service (QCaaS) business is dependent upon our relationship with third-party cloud providers and any disruption of or interference with our use of such third-party providers would adversely affect our business, results of operations and financial condition.”

Scaling our business is heavily dependent on our ability to build and maintain relationships with consulting and service partners and assist them in establishing or expanding their business by developing solutions that utilize our products and services. Solutions that utilize our products and services may compete with other quantum or classical-computing based solutions developed and/or marketed by other suppliers and our solutions may lose favour with our partners. Our current distribution partners may cease or reduce marketing our solutions with limited or no notice and with little or no penalty. Our distribution partners will generally have no obligation to maintain or renew their contractual arrangements with us and generally may terminate such arrangements with

 

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limited notice and/or transition periods. New distribution partners require extensive training and could take extended periods to achieve productivity. If any of our current or potential partners elect to not utilize our products or services, or reduce their current or potential use of our technology in favour of competing products, we may have to change our product strategies, which could have a material and adverse effect on our business, operating results and financial condition.

We expect to require additional capital to pursue our business objectives, growth strategy and respond to business opportunities, challenges or unforeseen circumstances, and we may be unable to raise capital or additional financing when needed on acceptable terms, or at all.

We expect to seek additional equity or debt financing in the future to fund our growth, increase the capabilities of our annealing quantum computers, develop gate-model quantum computers, enhance our platform-as-a-service and other products and services, expand go-to-market functions and drive market demand, grow and manage our professional services offerings, respond to competitive pressures or make acquisitions or other investments. Our business plans may change, general economic, financial or political conditions in our markets may deteriorate or other circumstances may arise, in each case that have a material adverse effect on our cash flows and the anticipated cash needs of our business. Any of these events or circumstances could result in significant additional funding needs, requiring us to raise additional capital. We cannot predict the timing or amount of any such capital requirements at this time. If financing is not available on satisfactory terms, or at all, we may be unable to expand our business at the rate desired and our results of operations may suffer. In addition, any financing through issuances of equity securities would be dilutive to holders of our shares.

In addition, on June 16, 2022, D-Wave Quantum, D-Wave and DPCM entered into the Purchase Agreement with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from D-Wave Quantum up to $150,000,000 of D-Wave Quantum Common Shares (subject to certain limitations contained in the Purchase Agreement) from time to time over a 36-month period. Holders of D-Wave Quantum Common Shares will experience dilution in connection with any issuances of D-Wave Quantum Common Shares under the Purchase Agreement.

Pursuant to the Purchase Agreement, D-Wave Quantum has also agreed to pay Lincoln Park an aggregate commitment fee equal to $2,625,000 (the “Commitment Fee”). D-Wave Quantum will pay the Commitment Fee as follows: (i) on the date of Closing, $875,000 of D-Wave Quantum Common Shares and (ii) on or before the business day prior to the filing of the Lincoln Park Registration Statement, D-Wave Quantum may elect to pay the remaining $1,750,000 amount of the Commitment Fee in either cash or D-Wave Quantum Common Shares (together with the $875,000 of D-Wave Quantum Common Shares issuable on the date of Closing, the “Commitment Shares”).

Following the Closing, D-Wave Quantum will be required to satisfy various conditions in order to be able to commence purchases by Lincoln Park under the Purchase Agreement. Once such conditions are satisfied, certain purchases by Lincoln Park under the Purchase Agreement are subject to volume limitations tied to periodic market prices, ownership limitations restricting Lincoln Park from owning more than 9.9% of the then total outstanding D-Wave Quantum Common Shares and a floor price of $1.00 at which D-Wave Quantum may not sell to Lincoln Park any D-Wave Quantum Common Shares. If any of these conditions are not satisfied or limitations are in effect, we may not be able to utilize all or part of the Equity Line, which would have an adverse impact on our ability to satisfy our capital needs and could materially adversely impact our business. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy.

D-Wave Quantum generally has the right to control the timing and amount of any future sales of D-Wave Quantum Common Shares to Lincoln Park. Additional sales of D-Wave Quantum Common Shares, if any, to Lincoln Park will depend upon market conditions and other factors to be determined by D-Wave Quantum.

 

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D-Wave Quantum may ultimately decide to sell to Lincoln Park all, some or none of the D-Wave Quantum Common Shares that may be available for D-Wave Quantum to sell pursuant to the Purchase Agreement. After the Lincoln Park Registration Statement becomes effective, if and when D-Wave Quantum does sell D-Wave Quantum Common Shares to Lincoln Park, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its discretion, subject to compliance with applicable securities laws. Therefore, sales to Lincoln Park by D-Wave Quantum could result in substantial dilution to the interests of other holders of D-Wave Quantum Common Shares. Additionally, the sale of a substantial number of D-Wave Quantum Common Shares to Lincoln Park, or the anticipation of such sales, could make it more difficult for D-Wave Quantum to sell equity or equity-related securities in the future at a time and at prices that it might otherwise wish to effect such sales. See “Proposal No. 1—The Transaction Proposal—Related Agreements—The Lincoln Park Transactions.”

Currency exchange rate fluctuations may negatively affect our results of operations.

Our revenues are denominated in U.S. dollars, while some of our operating expenses, including relating to employees, are incurred in Canadian dollars. As a result, our results of operations will be adversely impacted by an increase in the value of the Canadian dollar relative to the U.S. dollar. Exchange rate fluctuations may also affect our revenue growth rates as some of our customer agreements are priced in the local currency of the country in which the customer is located and is also expected to be denominated in that currency. As a result, we will be further exposed to currency fluctuations to the extent non-U.S. dollar revenues from our platform increase. The value of the Canadian dollar relative to the U.S. dollar has varied significantly and investors are cautioned that past and current exchange rates are not indicative of future exchange rates.

Risks Related to D-Wave’s Business and Industry

The immature market for quantum computing may lead to us misreading market demand and the timeframes it will take to close customer contracts and grow revenue, which would adversely affect our business, results of operations and financial condition.

In order to grow our business, we will need to continually evolve and scale our business and operations to meet customer and market demand. Quantum computing technology has a limited history of being sold at large-scale commercial levels. Evolving and scaling our business and operations places increased demands on our management as well as our financial and operational resources to:

 

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effectively manage organizational change;

 

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design scalable processes;

 

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accelerate and/or refocus research and development activities;

 

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expand supply chain and distribution capacity, and ultimately expand manufacturing capacity;

 

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increase sales and marketing efforts;

 

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scale and manage our professional services;

 

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broaden customer-support and services capabilities;

 

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maintain or increase operational efficiencies;

 

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scale support operations in a cost-effective manner;

 

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implement appropriate operational and financial systems; and

 

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maintain effective financial disclosure controls and procedures.

We may not be able to scale our products and services as necessary to meet market demand. We have no experience in scaling our cloud services infrastructure or professional services globally. We may not be able to cost-effectively manage the scale of our cloud services infrastructure or professional services at a scale or quality consistent with customer demand in a timely or economical manner.

 

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We are currently constructing advanced generations of our products. As noted above, there are significant technological and logistical challenges associated with developing, producing, marketing, selling and distributing products in the advanced technology industry, including our products, and we may not be able to resolve all of the difficulties that may arise in a timely or cost-effective manner, or at all.

Our technical roadmap and plans for commercialization involve technology that is not yet available for customers and may never become available or meet desired technical specifications.

Our current and planned products are inherently complex and incorporate technology and components that have not been used for other applications and that may contain defects and errors, particularly when first introduced. We have a limited frame of reference from which to evaluate the long-term performance of our products and services and we may be unable to detect and fix any defects in our quantum computers or cloud services infrastructure prior to the sale of products or services to potential consumers. Our products may contain defects in design, manufacturing and/or delivery that may cause them to fail to perform as expected or may require repair, recalls and/or design changes. We also cannot guarantee the consistency of our cloud services offerings. These could be affected by infrastructure downtime either within our own service or because of third-party service providers on which we are dependent. If our products or services fail to perform as expected, customers may delay orders or terminate further orders, each of which could adversely affect our sales and brand and could adversely affect our business, prospects and results of operations.

If we cannot evolve and scale our business and operations effectively, we may not be able to execute our business strategies in a cost-effective manner and our business, financial condition, profitability and results of operations could be adversely affected.

Building quantum computers requires advances in both science and engineering, and we may not have the ability to deliver those advances. The markets in which we operate are still rapidly evolving and highly competitive and the impact of rapidly changing science and engineering technologies could have an impact on the delivery of our technical roadmap which means that future generations of products both in quantum annealing and in gate model may be delayed or may never be delivered. We could also face the same challenges in our ability to scale our hybrid solvers to effectively meet commercial requirements. If this happens, our technical roadmap may be delayed or may never be achieved, either of which would have a material impact on our business, financial condition or results of operations.

Our business model includes a relatively new four-phase engagement model, with customers transitioning through the phases. If we cannot successfully convert customers through the phases to the extent or at the rate that we expect, our business will be negatively impacted and could fail.

Our success depends, in significant part, on our ability to engage our customers through all four phases of our engagement model (discovery, proof of concept, pilot deployment and full production) and collaboratively work with our customers and demonstrate the value of our technology. This engagement model was introduced in early 2021 and is a shift from our historical sales model. If our customers do not dedicate sufficient resources to each phase of our engagement model or their challenges or technology are not addressable by or compatible with our products and services, then our anticipated projections and revenues would be impacted. In addition, our products and services may not meet our customers’ functional, performance, technical or other requirements, which would have a negative impact on revenues. The market for our technology is still rapidly evolving and we may be required to change the duration, pricing, or structure of any or all of the phases of our model as we continue to develop our technology and deliver more engagement.

If our customers do not perceive the benefits of our technology, or if our technology does not drive continued progression of customers through the four phases, then our market may not develop as we anticipate or at all, or it may develop slower than we expect. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations.

 

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Our industry is competitive on a global scale, from both quantum and classical competitors, and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers, which would materially harm our reputation, business, results of operations and financial condition.

The markets in which we operate are rapidly evolving and highly competitive. As these markets continue to mature and new technologies and competitors enter such markets, we expect competition to intensify. Our current competitors include:

 

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large, well-established tech companies that generally compete in all of our markets, including Google, Honeywell, IBM, Microsoft and Amazon Web Services (“AWS”);

 

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countries such as China, Russia, Canada, the United States, Australia and the United Kingdom, and those in the European Union as of the date of this proxy statement/prospectus and we believe additional countries in the future;

 

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less-established public and private companies with competing technology, including companies located outside the United States;

 

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existing or new entrants seeking to enter the quantum annealing space; and

 

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new or emerging entrants seeking to develop competing technologies.

We compete based on various factors, including technology, performance, platform availability, price, brand recognition and reputation, customer support and differentiated capabilities, including ease of administration and use, scalability and reliability, data governance and security. Many of our competitors have substantially greater brand recognition, customer relationships, and financial, technical and other resources, including an experienced sales force and sophisticated supply chain management. They may be able to respond more effectively than us to new or changing opportunities, technologies, standards, customer requirements and buying practices. In addition, many countries are focused on developing quantum computing solutions either in the private or public sector and may subsidize quantum computers which may make it difficult for us to compete. Many of these competitors do not face the same challenges we do in growing our business. In addition, other competitors might be able to compete with us by bundling their other products and services in a way that does not allow us to offer a competitive solution.

Additionally, we must be able to achieve our objectives in a timely manner lest quantum computing lose ground to competitors, including competing technologies. Because there are a large number of market participants, including certain sovereign nations, focused on developing quantum computing technology, we must dedicate significant resources to achieving any technical objectives on the timelines established by our management team. Any failure to achieve objectives in a timely manner could adversely affect our business, operating results and financial condition.

For all of these reasons, competition may negatively impact our ability to maintain and grow consumption of our platform or put downward pressure on our prices and gross margins, any of which could materially harm our reputation, business, results of operations, and financial condition.

Our products and services are dependent upon our relationship with third-party providers and any disruption of or interference with our use of such third-party providers would adversely affect our business, results of operations and financial condition.

We rely upon third parties to operate our platform, third party facilities to house some of our systems and third parties to provide our services. Any disruption of or interference with our use of such third-party providers or locations would adversely affect our business, results of operations and financial condition. If these services provided by third parties become unavailable due to extended outages, interruptions, or because they are no longer available on commercially reasonable terms, we could experience delays in our ability to provide our

 

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solutions or run our business and our expenses could increase, our ability to manage finances could be interrupted, and our processes for managing sales of our platform and supporting our customers could be impaired until equivalent services, if available, are identified, obtained, and implemented.

We have experienced, and expect that in the future we may experience, interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Capacity constraints could be due to a number of potential causes including technical failures, natural disasters, fraud or security attacks. In addition, if our security, or that of our hosting provider, is compromised, our platform or products are unavailable or our users are unable to use our products within a reasonable amount of time or at all, then our business, results of operations and financial condition could be adversely affected. Our ability to conduct security audits on our hosting provider is limited and our contracts do not contain strong indemnification terms in our favor. In some instances, we may not be able to identify and/or remedy the cause or causes of these performance problems within a period of time acceptable to our customers. It may become increasingly difficult to maintain and improve our platform performance, especially during peak usage times, as our products become more complex and the usage of our products increases. To the extent that we do not effectively address capacity constraints, either through our hosting provider or an alternative provider of cloud infrastructure, our business, results of operations and financial condition may be adversely affected. In addition, any changes in service levels from our hosting provider may adversely affect our ability to meet our customers’ requirements.

Any of the above circumstances or events may harm our reputation, cause customers to stop using our products, impair our ability to attract new customers and increase revenue from existing customers, subject us to financial penalties and liabilities under our service level agreements and otherwise harm our revenue, business, results of operations and financial condition.

The design and manufacturing of our quantum computers are dependent on a number of critical suppliers and unknown supply chain issues that could delay the introduction of our products and services or cause a significant disruption in our supplier base could have a material adverse effect on our business, financial condition and results of operations.

We are reliant our own manufacturing of components as well as on third-party suppliers for components necessary to develop and manufacture our quantum computing solutions. Factors that could have an adverse impact on the availability of these components include:

 

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our inability to enter into agreements with suppliers on commercially reasonable terms, or at all;

 

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difficulties of suppliers ramping up their supply of materials to meet our requirements;

 

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a significant increase in the price of one or more components, including due to industry consolidation occurring within one or more component supplier markets or as a result of decreased production capacity at manufacturers;

 

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any reductions or interruption in supply, including due to technological problems, equipment malfunctions, regulatory actions or disruptions on our global supply chain as a result of large scale public health restrictions or geopolitical factors, which we have experienced, and may in the future experience;

 

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financial problems of either contract manufacturers or component suppliers;

 

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significantly increased freight charges, or raw material costs and other expenses associated with our business;

 

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a failure to develop our supply chain management capabilities and recruit and retain qualified professionals;

 

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a failure to adequately authorize procurement of inventory;

 

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a failure to adequately maintain our or our suppliers’ manufacturing equipment; or

 

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a failure to appropriately cancel, reschedule, or adjust our requirements based on our business needs.

 

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