An S-4 registration statement is required to be filed by the U.S. Securities and Exchange Commission for any merger between two companies. It provides a preliminary proxy statement and prospectus in connection with the transaction ahead of shareholder votes to approve the merger. DPCM Capital, a Special Purpose Acquisition Company (SPAC), has filed this statement for its proposed merger with D-Wave Systems.

The S-4 statement includes a Pro Forma Statement of Operations for D-Wave in 2021 indicating they achieved a revenue of $6.2 million with a net loss of $31.5 million. In addition, it shows that the company spent $25.4 million in R&D and received government assistance of $7.1 million during the year. The merger transaction is expected to close in the second quarter of 2022 with D-Wave receiving a cash infusion at that time of $280 million ($300 million from the SPAC trust and $40 million from a PIPE transaction minus $60 million of expected transaction fees) assuming no redemptions of the SPAC shares at closing. This particular deal has an unusual structure that provides a bonus pool of about 5 million shares to current SPAC shareholders who do not redeem their shares which might help avoid some of the issues we’ve seen in other SPAC deals where redemptions reduced the amount of cash provided to the company after the deal closes.

An announcement from DPCM Capital about the filing of the S-4 statement can be seen here and the S-4 filing itself and all the associated exhibits can be downloaded from this page on the SEC website. Also, an investor presentation that was created when the deal was announced last February can be accessed here. These documents include a lot of detailed information about the finances of D-Wave for those who are willing to dig into it.

March 19, 2022