Business Context and Reporting Period
D-Wave Quantum Inc. filed this Form 8-K on June 2, 2023, reporting an agreement entered into on May 26, 2023. The filing concerns an amendment to post-closing requirements under the company’s April 13, 2023 term loan with PSPIB Unitas Investments II Inc. (PSPIB).
Material Financing Changes
D-Wave and its subsidiaries entered into a Consent and Waiver Agreement with PSPIB that extends the deadlines for delivering certain required items under the Loan and Security Agreement. The filing treats the arrangement as a material definitive agreement and a direct financial obligation.
| Deliverable | Revised deadline |
|---|---|
| Account Control Agreements | June 9, 2023 |
| IP Valuation Report | June 16, 2023 for a summary report; final detailed report due the following week |
| Advisor’s Recommendation | June 9, 2023 |
Financial Metrics, Liquidity, and Debt
The filing does not provide revenue, profit, cash flow, margins, cash balances, liquidity measures, loan principal, interest rate, maturity, covenant terms, or other quantitative financial metrics. It confirms the existence of the term loan and the related direct financial obligation but does not state the outstanding balance or economic impact of the extensions.
Guidance, Outlook, Risks, and Unusual Items
- No financial guidance or operating outlook is provided.
- The extended deadlines indicate that certain post-closing loan deliverables had not been completed by their original deadlines.
- Investors should consider the risk that failure to satisfy the revised deadlines could result in additional lender action, waivers, or potential covenant consequences, although the filing does not specify such consequences.
- The detailed terms of the Consent and Waiver Agreement are contained in Exhibit 10.1.
Important Facts to Verify
- Review Exhibit 10.1 for all conditions, waivers, representations, and remedies under the agreement.
- Verify completion of the Account Control Agreements and Advisor’s Recommendation by June 9, 2023.
- Verify delivery of the IP valuation summary by June 16, 2023 and the final detailed report the following week.
- Confirm the term loan’s principal balance, maturity, interest rate, collateral, covenants, and any consequences associated with delayed deliverables, as these details are not included in the filing text.