D-Wave Systems Inc., a leader in quantum computing systems, software, and services—and the only provider building both annealing and gate-model quantum computers, has announced that it has entered into a definitive transaction agreement with DPCM Capital, Inc. (NYSE: XPOA), a publicly traded special purpose acquisition company. The transaction values D-Wave at an equity value of approximately US$1.2 billion. The transaction also includes an innovative incentive structure, whereby a bonus pool of five million shares will be allocated pro rata to non-redeeming public stockholders of DPCM Capital, effectively reducing their cost basis. A similar bonus pool of up to 1.8 million shares has been established for Private Investment in Public Equity (PIPE) investors to ensure the same effective cost basis for PIPE investors as for public stockholders of DPCM Capital. The transaction, which has been unanimously approved by the Board of Directors of D-Wave as well as the Board of Directors of DPCM Capital, is expected to close in the second quarter of 2022, subject to the satisfaction of customary closing conditions, including the approval of the stockholders of DPCM Capital.

Latham & Watkins LLP represents the placement agents in the PIPE with a capital markets team led by New York partner Erika Weinberg and Houston partner Ryan Maierson, with New York associate Carolina Bernal.