Special Meeting of DPCM Capital, Inc. (“DPCM
Capital”)
Stockholders to Approve the Business
Combination with D-Wave Systems Inc. (“D-Wave” or the “Company”) on
August 2, 2022, at 10:00 a.m. EDT
DPCM Capital Recommends All Stockholders Vote
“FOR” all Proposals, Including the Business Combination
D-Wave Systems Inc., a leader in quantum computing systems,
software, and services (“D-Wave”), and DPCM Capital, Inc. (NYSE:
XPOA, “DPCM Capital”), today announced that the registration
statement on Form S-4 filed by D-Wave Quantum Inc., a newly formed
company that will be the parent company of D-Wave and DPCM Capital,
(the “Registration Statement”) related to the previously announced
proposed business combination between D-Wave and DPCM Capital (the
“Business Combination”) has been declared effective by the U.S.
Securities and Exchange Commission (“SEC”).
The declaration of effectiveness of the Registration Statement
by the SEC, and the related filing and mailing of the definitive
proxy statement (the “Proxy Statement”) by DPCM Capital, is an
important step in D-Wave becoming a publicly-traded company listed
on the New York Stock Exchange (the “NYSE”) under the new ticker
symbols “QBTS” and “QBTS.WS” shortly after the closing of the
Business Combination.
DPCM Capital will hold a special meeting of stockholders (the
“Special Meeting”) at 10:00 a.m. EDT on August 2, 2022, to approve,
among other things, the Business Combination with D-Wave. DPCM
Capital stockholders of record at the close of business on June 10,
2022, will be entitled to receive notice of, and to vote at, the
Special Meeting. Closing is anticipated for shortly after the
Special Meeting, subject to the satisfaction or waiver, as
applicable, of all other closing conditions.
The Proxy Statement and the Registration Statement can be found
on DPCM Capital’s page and D-Wave Quantum’s page, respectively, on
the SEC’s EDGAR website at www.sec.gov.
DPCM Capital recommends all stockholders vote “FOR” ALL
PROPOSALS in advance of the Special Meeting by telephone, via the
Internet or by signing, dating and returning the proxy card upon
receipt by following the instructions on the proxy card.
Your Vote FOR ALL Proposals Is Important, No Matter How Many
or How Few Shares You Own.
If you have questions about voting or need assistance voting,
please contact DPCM Capital’s proxy solicitor Morrow Sodali LLC, by
calling (800) 662-5200 or (203) 658-9400 or by emailing
XPOA.info@investor.morrowsodali.com.
About D-Wave Systems Inc.
D-Wave is a leader in the development and delivery of quantum
computing systems, software and services, and is the world’s first
commercial supplier of quantum computers—and the only company
building both annealing quantum computers and gate-model quantum
computers. Our mission is to unlock the power of quantum computing
today to benefit business and society. We do this by delivering
customer value with practical quantum applications for problems as
diverse as logistics, artificial intelligence, materials sciences,
drug discovery, scheduling, cybersecurity, fault detection, and
financial modeling. D-Wave’s systems are being used by some of the
world’s most advanced organizations, including NEC Corporation,
Volkswagen, DENSO, Lockheed Martin, Forschungszentrum Jülich,
University of Southern California, and Los Alamos National
Laboratory. With headquarters and the Quantum Engineering Center of
Excellence based near Vancouver, Canada, D-Wave’s U.S. operations
are based in Palo Alto, Calif. D-Wave has a blue-chip investor base
that includes PSP Investments, Goldman Sachs, BDC Capital, NEC
Corp., Aegis Group Partners, and In-Q-Tel.
About DPCM Capital, Inc.:
DPCM Capital, Inc. is a special purpose acquisition company led
by Chairman and CEO Emil Michael, formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business in combination
with one or more businesses. UBS Securities LLC acted as sole
book-running manager for DPCM Capital’s initial public offering.
Its common stock, units, and warrants began trading on the NYSE on
Oct. 23, 2020, under the ticker symbols XPOA, XPOA.U and XPOA WS,
respectively. Affiliated with the SPAC at the board, management and
advisory level, is a team made up of entrepreneurs and operators,
including Eric Schmidt, former CEO of Google; Betsy Atkins, a
world-class governance expert and enterprise entrepreneur; and
Denmark West, one of the early members of the team at Microsoft’s
Xbox.
Important Information About the Proposed Transaction Between
D-Wave and DPCM Capital and Where to Find It:
A full description of the terms of the transaction between
D-Wave and DPCM Capital is provided in a registration statement on
Form S-4, as amended, filed with the SEC by D-Wave Quantum Inc.,
that includes a prospectus with respect to the combined company’s
securities, to be issued in connection with the transaction and a
proxy statement with respect to the stockholder meeting of DPCM
Capital to vote on the transaction. D-Wave Quantum Inc. and DPCM
Capital urge investors, stockholders, and other interested persons
to read the proxy statement/ prospectus, as well as other documents
filed with the SEC, because these documents contain important
information about D-Wave Quantum Inc., DPCM Capital, D-Wave, and
the transaction. DPCM Capital commenced mailing the definitive
proxy statement/prospectus to its stockholders on or about July 13,
2022, in connection with the transaction. Stockholders also may
obtain a copy of the registration statement on Form S-4, as
amended—including the proxy statement/prospectus and other
documents filed with the SEC without charge—by directing a request
to: D-Wave Quantum Inc., 3033 Beta Avenue, Burnaby, BC V5G 4M9
Canada, or via email at shareholdercomm@dwavesys.com and DPCM
Capital, 382 NE 191 Street, #24148, Miami, Florida 33179, or via
email at mward@hstrategies.com. The definitive proxy
statement/prospectus included in the registration statement, can
also be obtained, without charge, at the SEC’s website
(www.sec.gov).
Forward-Looking Statements
This press release contains forward-looking statements that are
based on beliefs and assumptions, and on information currently
available. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing,” or the negative of these terms or other comparable
terminology, although not all forward-looking statements contain
these words. These statements involve risks, uncertainties, and
other factors that may cause actual results, levels of activity,
performance, or achievements to be materially different from the
information expressed or implied by these forward-looking
statements. We caution you that these statements are based on a
combination of facts and factors currently known by us and our
projections of the future, which are subject to a number of risks.
Forward-looking statements in this press release include, but are
not limited to, statements regarding the proposed transaction,
including the timing and structure of the proposed transaction; the
listing of D-Wave Quantum Inc.’s shares; the amount and use of the
proceeds of the proposed transaction; the combined company’s future
growth and innovations; the increased adoption of quantum computing
solutions and expansion of related market opportunities and use
cases; the total addressable market for quantum computing; the
consummation of private placements conducted in connection with the
proposed transaction; the initial market capitalization of D-Wave
Quantum Inc.; the amount of funds available in DPCM’s trust account
as a result of stockholder redemptions or otherwise; and the
anticipated benefits of the proposed transaction. We cannot assure
you that the forward-looking statements in this press release will
prove to be accurate. These forward-looking statements are subject
to a number of risks and uncertainties, including, among others,
various factors beyond management’s control, including risks
relating to general economic conditions, risks relating to the
immaturity of the quantum computing market and other risks,
uncertainties and factors set forth in the sections entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in DPCM Capital’s Annual Report on Form 10-K filed with the SEC on
March 15, 2022, and in the proxy statement/prospectus filed by
D-Wave Quantum Inc. in connection with the proposed transaction,
and other filings with the SEC. Furthermore, if the forward-looking
statements prove to be inaccurate, the inaccuracy may be material.
In addition, you are cautioned that past performance may not be
indicative of future results. In light of the significant
uncertainties in these forward-looking statements, you should not
rely on these statements in making an investment decision or regard
these statements as a representation or warranty by any person that
D-Wave Quantum Inc., DPCM Capital, or D-Wave will achieve our
objectives and plans in any specified time frame, or at all. The
forward-looking statements in this press release represent our
views as of the date of this press release. We anticipate that
subsequent events and developments will cause our views to change.
However, while we may elect to update these forward-looking
statements at some point in the future, we have no current
intention of doing so except to the extent required by applicable
law. You should, therefore, not rely on these forward-looking
statements as representing our views as of any date subsequent to
the date of this press release.
No Offer or Solicitation
This communication is for informational purposes only and does
not constitute an offer or invitation for the sale or purchase of
securities, assets, or the business described herein or a
commitment to D-Wave Quantum Inc., DPCM Capital, or D-Wave, nor is
it a solicitation of any vote, consent, or approval in any
jurisdiction pursuant to or in connection with the transaction or
otherwise, nor shall there be any sale, issuance, or transfer of
securities in any jurisdiction in contravention of applicable
law.
Participants in Solicitation
D-Wave Quantum Inc., DPCM Capital, and D-Wave, and their
respective directors and executive officers, may be deemed
participants in the solicitation of proxies of DPCM Capital’s
stockholders in respect of the transaction. Information about the
directors and executive officers of DPCM Capital is set forth in
DPCM Capital’s filings with the SEC. Information about the
directors and executive officers of D-Wave Quantum Inc. and more
detailed information regarding the identity of all potential
participants, and their direct and indirect interests by security
holdings or otherwise, is set forth in the definitive proxy
statement/prospectus for the transaction. Additional information
regarding the identity of all potential participants in the
solicitation of proxies to DPCM Capital’s stockholders in
connection with the proposed transaction and other matters to be
voted upon at the special meeting, and their direct and indirect
interests, by security holdings or otherwise, is included in the
definitive proxy statement/prospectus.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220714005249/en/
For D-Wave: Investor Contact: Kevin Hunt
ir@dwavesys.com
Media Contact: Frank Lentini BCW media@dwavesys.com
For DPCM Capital: Marley Ward mward@hstrategies.com
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