In conjunction with the Merger, D-Wave Systems, DPCM and the Company entered into an agreement with Lincoln Park Capital Fund LLC (“Lincoln Park”) on June 16, 2022, which provides the Company the sole right, but not the obligation, to direct Lincoln Park to buy specified dollar amounts up to $150.0 million of Common Shares through an Equity Line of Credit (the “Purchase Agreement”). The Purchase Agreement provides D-Wave Systems and the Company with additional liquidity to fund the business, subject to the conditions set forth in the agreement. As of December 31, 2023, the Company has received $63.7 million in proceeds through the issuance of 42,147,838 Common Shares to Lincoln Park under the Purchase Agreement.
On August 8, 2022, in connection with the close of the Merger, the Common Shares and the warrants of D-Wave Quantum, which are exercisable for Common Shares (the “Warrants”), were listed and began trading on the New York Stock Exchange (“NYSE”) under the symbols “QBTS” and “QBTS.WT”, respectively.
Frequently Used Terms
Unless otherwise stated or unless the context otherwise requires, the terms “D-Wave Quantum”, “Company”, “we”, “us”, and “our” refer to D-Wave Quantum Inc., a Delaware corporation, together with its direct and indirect subsidiaries.
In addition, in this proxy statement:
“DPCM Class A Common Stock” means the shares of DPCM’s Class A common stock, par value $0.0001 per share.
“DPCM Class B Common Stock” means the shares of DPCM’s Class B common stock, par value $0.0001 per share.
“DPCM IPO” means DPCM’s initial public offering, consummated on November 17, 2020, through the sale of 30,000,000 DPCM Units at $10.00 per DPCM Unit.
“DPCM Unit” means one share of DPCM Class A Common Stock and one-third of one warrant of DPCM, whereby each whole warrant entitled 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.
“D-Wave Option” means each option to purchase shares of common stock of D-Wave Systems.
“D-Wave Warrants” means the warrants exercisable for D-Wave Systems preferred stock that were outstanding immediately prior to the consummation of the Merger that became exercisable for Common Shares at the time the merger between DPCM and DWSI Holdings, Inc. became effective.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.
“Exchange Ratio” means 1.4541326 Common Shares received by non-redeeming holders of DPCM Class A Common Stock issued in the DPCM IPO for each share of DPCM Class A Common Stock exchanged in the Merger.
“Founder Shares” means the 7,500,000 shares of DPCM Class B Common Stock that were owned by the Initial Stockholders prior to the Merger.
“Initial Stockholders” means the Sponsor and certain of DPCM’s former officers, directors and other special advisors.
“PIPE Investors” means persons that entered into subscription agreements to purchase Common Shares pursuant to the PIPE Subscription Agreements on or prior to the date of the Transaction Agreement, which included certain D-Wave Systems 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.
“Plan of Arrangement” means the statutory plan of arrangement under the Business Corporations Act (British Columbia) by which D-Wave Systems became a subsidiary of the Company with the shareholders of D-Wave Systems receiving, at their election, either Common Shares or Exchangeable Shares.
“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 was exercisable, at an exercise price of $11.50, for one share of DPCM Class A Common Stock, in accordance with its terms, prior to the consummation of the Merger.
“Registration Rights and Lock-Up Agreement” means that certain Registration Rights and Lock-Up Agreement, deemed to be entered into among the Company, certain holders of DPCM Class B Common Stock, and certain stockholders of the Company pursuant to the Plan of Arrangement. Under the Registration Rights and Lock-Up
