Business Context and Reporting Period
DPCM Capital, Inc. filed a Current Report on Form 8-K regarding its August 2, 2022 special stockholder meeting. The meeting concerned the proposed business combination with D-Wave Systems Inc. and related entities, pursuant to which D-Wave would become a wholly owned subsidiary of D-Wave Quantum, Inc.
At the record date, June 10, 2022, 37,500,000 shares were outstanding. Holders of 27,041,549 shares, representing 72.11% of voting power, attended in person or by proxy, constituting a quorum.
Key Financial and Capitalization Items
- 29,097,787 Class A shares were submitted for redemption.
- Approximately $291.4 million, or $10.01 per redeemed share, was expected to be withdrawn from the company’s Trust Account to fund redemptions.
- The filing does not provide revenue, profit, cash flow, operating margin, debt, or broader liquidity metrics.
Material Developments and Vote Results
Stockholders approved the Transaction Agreement, the 2022 Equity Incentive Plan, and the Employee Stock Purchase Plan. The adjournment proposal was not presented because the principal proposals received sufficient votes for approval.
| Proposal | For | Against | Abstentions |
|---|---|---|---|
| Transaction Agreement, voting together | 25,653,568 | 1,287,943 | 100,038 |
| Transaction Agreement, Class A voting separately | 18,153,568 | 1,287,943 | 100,038 |
| 2022 Equity Incentive Plan | 23,652,887 | 3,286,175 | 102,487 |
| Employee Stock Purchase Plan | 24,500,407 | 2,438,044 | 103,098 |
Outlook, Risks, and Unusual Items
- The transaction received stockholder approval, but this filing does not state that the business combination had closed.
- The large redemption reduced the cash available in the Trust Account by approximately $291.4 million and may materially affect post-transaction capitalization and liquidity.
- Approval of the equity incentive and employee stock purchase plans may result in future equity dilution; the filing does not provide the resulting dilution analysis.
- The filing contains no operating guidance or management outlook.
Important Facts to Verify
- Whether and when the D-Wave business combination closed and the resulting public-company name, ticker, and ownership structure.
- The final amount remaining in the Trust Account after redemptions and transaction expenses.
- Any additional financing, sponsor support, PIPE investment, or revised capitalization associated with the transaction.
- The final share count and potential dilution from the approved equity incentive and employee stock purchase plans.
- Post-closing liquidity, operating performance, and financial guidance in subsequent filings.