425 1 d360754d425.htm 425 425

Filed by D-Wave Quantum Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-6

under the Securities Exchange Act of 1934

Form S-4 File No. 333-263573

Subject Company: DPCM Capital, Inc.

(Commission File No. 001-39638)

To: Known Institutional and PIPE Targets

From: Alan Baratz

Re: Economic & Business Benefits of Retaining Your DPCM Capital Shares (XPOA)

Dear [NAME HERE],

We are living in an unprecedented time and facing an unpredictable market. Because of this volatility, and because of our heritage of complex problem solving (we commercialized the first quantum computer when no one thought it was possible), we thought we’d take a slightly different and more direct approach to engaging with you.

The purpose of this letter is to introduce you to D-Wave, the only commercial quantum computing company in the world. One page, two core points, designed to articulate the value of a sustained investment in quantum computing and D-Wave Quantum Inc. (QBTS).

If you find this to be compelling, I welcome the opportunity to schedule a 1:1 call with you and/or your colleagues.

D-Wave Is Commercial Today:

 

  •  

Only annealing quantum computing company in the world, and, we believe, the only quantum computing company uniquely positioned to capture the quantum hardware, software and services vendors’ portion of the TAM for combinatorial optimization problems: near term $100M—$250M to longer term $22B—$42B, representing approximately 25% of the overall anticipated quantum computing TAM available to such vendors.1 And with our gate model program, we are the only company that expects to be able to address the full quantum TAM.

 

  •  

Two dozen Forbes Global 2000 customers exploring quantum hybrid applications, including those nearing production stage.

 

  •  

The only complete end-to-end quantum solution, encompassing hardware, software, real-time quantum cloud service, developer tools and powerful quantum hybrid solvers, and the only company building both annealing and gate-model quantum computers.

 

  •  

Broad portfolio of 200+ patents applicable to both annealing and gate-based quantum computing.

 

1 

Source: Boston Consulting Group.

  •  

Relentless product delivery, representing five generations of quantum computers to date. And in June 2022, we made an experimental prototype of our 6th generation machine, Advantage2, available in the Leap quantum cloud service.

 

  •  

68% of QCaaS revenue in 2021 came from commercial customers.

The Deal Economics Are Novel:

 

  •  

5 million share bonus pool, designed to reward DPCM Capital stockholders that choose to become D-Wave stockholders.

 

  •  

Lowers investors’ cost basis in DPCM Capital common stock per share by as much as $3.12, or 31%.

I welcome your further interest and look forward to having an opportunity to speak with you prior to us finalizing the de-SPAC transaction. Please let me know if you are interested in scheduling a call.

Thank you for your time and interest in D-Wave,

Alan

Alan Baratz, PhD

CEO, D-Wave Systems Inc.

*****

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 Securities and Exchange Commission (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 communication 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 communication include, but are not limited to, statements regarding the proposed transaction, including the structure of the proposed transaction; the total addressable market for quantum computing; and the anticipated benefits of the proposed transaction. We cannot assure you that the forward-looking statements in this communication 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 communication represent our views as of the date of this communication. 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 communication.

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.