Cover
Cover | 6 Months Ended |
Jun. 30, 2022 | |
Document Information [Line Items] | |
Document Type | S-1 |
Entity Registrant Name | D-Wave Quantum Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001907982 |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Current assets: | |||||
Cash and cash equivalents | $ 1 | $ 9,483,000 | $ 21,335,000 | ||
Trade accounts receivable, net | 421,000 | 590,000 | |||
Inventories | 2,114,000 | 2,521,000 | |||
Prepaid expenses and other current assets | 1,116,000 | 1,253,000 | |||
Total current assets | 1 | ||||
Property and equipment, net | 3,249,000 | 2,894,000 | |||
Intangible assets, net | 272,000 | 148,000 | |||
Other noncurrent assets | 1,353,000 | 187,000 | |||
Total assets | 1 | ||||
Current liabilities: | |||||
Accrued expenses and other current liabilities | 3,614,000 | 3,183,000 | |||
Loans payable, current | 220,000 | 355,000 | |||
Deferred revenue, current | 2,595,000 | 2,665,000 | 4,713,000 | ||
Loans payable, noncurrent | 12,233,000 | 1,321,000 | |||
Deferred revenue, noncurrent | 20,000 | 54,000 | 0 | ||
Stockholders' equity: | |||||
Common stock | 1,000 | ||||
Accumulated deficit | 350,100,000 | 325,300,000 | 293,700,000 | ||
Total stockholders' equity | 1 | 3,021,000 | 32,729,000 | ||
Total liabilities and stockholders' equity | 1 | ||||
DWave System [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 10,466,000 | 9,483,000 | 21,335,000 | ||
Trade accounts receivable, net | 918,000 | 421,000 | 590,000 | ||
Receivable research incentives | 2,451,000 | 4,774,000 | 15,585,000 | ||
Inventories | 2,148,000 | 2,114,000 | 2,521,000 | ||
Prepaid expenses and other current assets | 1,529,000 | 1,116,000 | 1,253,000 | ||
Deferred offering costs | 5,671,000 | 1,250,000 | 0 | ||
Total current assets | 23,183,000 | 19,158,000 | 41,284,000 | ||
Property and equipment, net | 2,772,000 | 3,249,000 | 2,894,000 | ||
Operating lease right-of-use assets | 8,118,000 | 8,578,000 | 2,948,000 | ||
Intangible assets, net | 262,000 | 272,000 | 148,000 | ||
Other noncurrent assets | 1,350,000 | 1,353,000 | 187,000 | ||
Total assets | 35,685,000 | 32,610,000 | 47,461,000 | ||
Current liabilities: | |||||
Trade accounts payable | 2,483,000 | 2,109,000 | 2,176,000 | ||
Accrued expenses and other current liabilities | 8,295,000 | 3,614,000 | 3,183,000 | ||
Current portion of operating lease liabilities | 1,573,000 | 1,687,000 | 1,544,000 | ||
Loans payable, current | 21,353,000 | 220,000 | 355,000 | ||
Deferred revenue, current | 2,595,000 | 2,665,000 | 4,713,000 | ||
Total current liabilities | 36,299,000 | 10,295,000 | 11,971,000 | ||
Operating lease liabilities, net of current portion | 6,556,000 | 6,990,000 | 1,440,000 | ||
Loans payable, noncurrent | 12,903,000 | 12,233,000 | 1,321,000 | ||
Deferred revenue, noncurrent | 20,000 | 54,000 | 0 | ||
Other noncurrent liabilities | 0 | 18,000 | 0 | ||
Total liabilities | 55,778,000 | 29,590,000 | 14,732,000 | ||
Commitments and contingencies (Note 15) | |||||
Stockholders' equity: | |||||
Non-redeemable convertible preferred stock, no par value; 137,765,828 shares authorized as of June 30, 2022 and 137,765,828 shares issued and outstanding as of December 31, 2021. | 189,881,000 | 189,881,000 | 189,881,000 | ||
Common stock | 2,811,000 | 2,610,000 | 2,492,000 | ||
Additional paid-in capital | 147,779,000 | 146,240,000 | 144,537,000 | ||
Accumulated deficit | (350,083,000) | (325,268,000) | (293,723,000) | ||
Accumulated other comprehensive loss | (10,481,000) | (10,443,000) | (10,458,000) | ||
Total stockholders' equity | (20,093,000) | 3,020,000 | 32,729,000 | ||
Total liabilities and stockholders' equity | 35,685,000 | 32,610,000 | 47,461,000 | ||
DPCM Capital, Inc [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 77,404 | 124,720 | 1,084,557 | ||
Prepaid expenses | 70,489 | 176,223 | 389,413 | ||
Total current assets | 147,893 | 300,943 | 1,473,970 | ||
Cash and marketable securities held in Trust Account | 300,626,900 | 300,183,322 | 300,058,477 | ||
Total assets | 300,774,793 | 300,484,265 | 301,532,447 | ||
Current liabilities: | |||||
Accounts payable and accrued expenses | 5,291,532 | 2,889,095 | 270,054 | ||
Income taxes payable | 19,801 | 0 | |||
Promissory note - related party | 420,000 | 0 | |||
Total current liabilities | 5,731,333 | 2,889,095 | |||
Deferred underwriting fee payable | 0 | 10,500,000 | 10,500,000 | ||
Warrant liabilities | 6,300,000 | 10,787,400 | 38,700,000 | ||
Total liabilities | 12,031,333 | 24,176,495 | 49,470,054 | ||
Commitments and contingencies (Note 15) | [1] | [1] | |||
Class A common stock subject to possible redemption, 30,000,000 shares at redemption value at June 30, 2022 and December 31, 2021 | 300,114,082 | 300,000,000 | 300,000,000 | ||
Stockholders' equity: | |||||
Non-redeemable convertible preferred stock, no par value; 137,765,828 shares authorized as of June 30, 2022 and 137,765,828 shares issued and outstanding as of December 31, 2021. | |||||
Additional paid-in capital | 10,151,418 | 0 | 0 | ||
Accumulated deficit | (21,522,790) | (23,692,980) | (47,938,357) | ||
Total stockholders' equity | (11,370,622) | (23,692,230) | (47,937,607) | ||
Total liabilities and stockholders' equity | 300,774,793 | 300,484,265 | 301,532,447 | ||
DPCM Capital, Inc [Member] | Class A Common Stock [Member] | |||||
Stockholders' equity: | |||||
Common stock | 0 | 0 | 0 | ||
DPCM Capital, Inc [Member] | Class B Common Stock [Member] | |||||
Stockholders' equity: | |||||
Common stock | $ 750 | $ 750 | $ 750 | ||
[1]See Note 6 for revised disclosure regarding contingent fees in connection with financial advisor engagements. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 24, 2022 | |
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited | ||
Preferred stock, issued (in shares) | 137,765,828 | 137,765,828 | ||
Preferred stock, outstanding (in shares) | 137,765,828 | 137,765,828 | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0 | $ 0 | |
Common stock, shares authorized, unlimited | Unlimited | Unlimited | ||
Common stock, issued (in shares) | 3,166,948 | 3,166,948 | ||
Class A Common Stock [Member] | ||||
Common stock subject to possible redemption | 30,000,000 | 30,000,000 | ||
DWave System [Member] | ||||
Preferred stock, par value (in Dollars per share) | $ 0 | $ 0 | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited | ||
Preferred stock, issued (in shares) | 137,765,828 | 137,765,828 | 137,765,828 | |
Preferred stock, outstanding (in shares) | 137,765,828 | 137,765,828 | 137,765,828 | |
Common stock, par value (in usd per share) | $ 0 | $ 0 | $ 0 | |
Common stock, shares authorized, unlimited | Unlimited | Unlimited | ||
Common stock, issued (in shares) | 3,341,327 | 3,166,949 | 3,061,746 | |
Common stock, outstanding (in shares) | 3,341,327 | 3,166,949 | 3,061,746 | |
D-Wave Quantum, Inc. [Member] | ||||
Common stock, issued (in shares) | 100 | 0 | ||
Common stock, outstanding (in shares) | 100 | 0 | ||
DPCM Capital, Inc. [Member] | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, issued (in shares) | 0 | 0 | 0 | |
Preferred stock, outstanding (in shares) | 0 | 0 | 0 | |
Common stock subject to possible redemption | 30,000,000 | 30,000,000 | ||
DPCM Capital, Inc. [Member] | Class A Common Stock [Member] | ||||
Common stock subject to possible redemption | 30,000,000 | 30,000,000 | 30,000,000 | |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock, issued (in shares) | 0 | 0 | 0 | |
Common stock, outstanding (in shares) | 0 | 0 | 0 | |
DPCM Capital, Inc. [Member] | Class B Common Stock [Member] | ||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Common stock, issued (in shares) | 7,500,000 | 7,500,000 | 7,500,000 | |
Common stock, outstanding (in shares) | 7,500,000 | 7,500,000 | 7,500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 1,371,000 | $ 1,137,000 | $ 3,083,000 | $ 2,546,000 | $ 6,279,000 | $ 5,160,000 | |
Cost of revenue | 1,750,000 | 915,000 | |||||
Total gross profit | 4,529,000 | 4,245,000 | |||||
Other expenses | |||||||
Research and development | 25,401,000 | 20,411,000 | |||||
General and administrative | 11,897,000 | 11,587,000 | |||||
Sales and marketing | 6,179,000 | 3,714,000 | |||||
Total operating expenses | 43,477,000 | 35,712,000 | |||||
Loss from operations | (38,948,000) | (31,467,000) | |||||
Other income (expense), net: | |||||||
Interest expense | (1,728,000) | (5,257,000) | |||||
Government assistance | 7,167,000 | 12,027,000 | |||||
Gain on debt extinguishment | 0 | 3,873,000 | |||||
Gain on settlement of warrant liability | 0 | 7,836,000 | |||||
Gain on investments in marketable securities | 1,163,000 | 0 | |||||
Other income (expense), net | 801,000 | 2,969,000 | |||||
Total other income (expense), net | 7,403,000 | 21,448,000 | |||||
Net income (loss) | $ (31,545,000) | $ (10,019,000) | |||||
Net loss per share, basic (in usd per share) | $ (0.28) | $ (0.08) | |||||
Net loss per share, diluted (in usd per share) | $ (0.28) | $ (0.08) | |||||
Weighted-average shares used in computing net loss per share, basic (in shares) | 111,911,127 | 121,358,898 | |||||
Weighted-average shares used in computing net loss per share, diluted (in shares) | 111,911,127 | 121,358,989 | |||||
Comprehensive loss: | |||||||
Net income (loss) | $ (31,545,000) | $ (10,019,000) | |||||
Foreign currency translation adjustment, net of tax | 15,000 | (82,000) | |||||
Net comprehensive loss | (31,530,000) | $ (10,101,000) | |||||
DWave System [Member] | |||||||
Revenue | 1,371,000 | 1,137,000 | 3,083,000 | 2,546,000 | |||
Cost of revenue | 586,000 | 448,000 | 1,169,000 | 746,000 | |||
Total gross profit | 785,000 | 689,000 | 1,914,000 | 1,800,000 | |||
Other expenses | |||||||
Research and development | 7,072,000 | 6,291,000 | 13,599,000 | 12,775,000 | |||
General and administrative | 3,959,000 | 2,508,000 | 7,606,000 | 5,030,000 | |||
Sales and marketing | 1,739,000 | 1,226,000 | 3,339,000 | 2,296,000 | |||
Total operating expenses | 12,770,000 | 10,025,000 | 24,544,000 | 20,101,000 | |||
Loss from operations | (11,985,000) | (9,336,000) | (22,630,000) | (18,301,000) | |||
Other income (expense), net: | |||||||
Interest expense | (1,746,000) | (207,000) | (2,538,000) | (385,000) | |||
Government assistance | 0 | 4,586,000 | 0 | 4,586,000 | |||
Other income (expense), net | 533,000 | 289,000 | 353,000 | 604,000 | |||
Total other income (expense), net | (1,213,000) | 4,668,000 | (2,185,000) | 4,805,000 | |||
Net income (loss) | $ (13,198,000) | $ (4,668,000) | $ (24,815,000) | $ (13,496,000) | |||
Net loss per share, basic (in usd per share) | $ (0.12) | $ (0.04) | $ (0.22) | $ (0.12) | |||
Net loss per share, diluted (in usd per share) | $ (0.12) | $ (0.04) | $ (0.22) | $ (0.12) | |||
Weighted-average shares used in computing net loss per share, basic (in shares) | 112,023,503 | 111,877,937 | 111,981,014 | 111,865,630 | |||
Weighted-average shares used in computing net loss per share, diluted (in shares) | 112,023,503 | 111,877,937 | 111,981,014 | 111,865,630 | |||
Comprehensive loss: | |||||||
Net income (loss) | $ (13,198,000) | $ (4,668,000) | $ (24,815,000) | $ (13,496,000) | |||
Foreign currency translation adjustment, net of tax | 32,000 | (38,000) | (38,000) | 11,000 | |||
Net comprehensive loss | (13,166,000) | (4,706,000) | (24,853,000) | (13,485,000) | |||
DPCM Capital, Inc. [Member] | |||||||
Other expenses | |||||||
Operating and formation costs | 788,202 | 699,331 | 2,975,487 | 1,481,203 | $ 343,208 | 3,781,644 | |
Loss from operations | (788,202) | (699,331) | (2,975,487) | (1,481,203) | (343,208) | (3,781,644) | |
Other income (expense), net: | |||||||
Interest earned on marketable securities held in Trust Account | 378,382 | 12,697 | 427,040 | 71,548 | 48,914 | 115,883 | |
Change in fair value of warrant liabilities | 5,769,000 | (640,000) | 4,487,400 | 15,480,000 | (26,740,000) | 27,912,600 | |
Reduction of deferred underwriting fee | 234,500 | 0 | 234,500 | 0 | |||
Transaction cost allocated to warrants | (381,556) | 0 | |||||
Unrealized gain (loss) on marketable securities held in Trust Account | 18,814 | (7,324) | 16,538 | (6,283) | 9,563 | 8,962 | |
Other income (expense), net | 6,400,696 | (634,627) | 5,165,478 | 15,545,265 | (27,063,079) | 28,037,445 | |
Income (loss) before provision for income taxes | 5,612,494 | (1,333,958) | 2,189,991 | 14,064,062 | (27,406,287) | 24,255,801 | |
Provision for income taxes | (19,801) | 0 | (19,801) | 0 | 0 | 10,424 | |
Net income (loss) | 5,592,693 | (1,333,958) | 2,170,190 | 14,064,062 | (27,406,287) | 24,245,377 | |
Comprehensive loss: | |||||||
Net income (loss) | 5,592,693 | (1,333,958) | 2,170,190 | 14,064,062 | (27,406,287) | 24,245,377 | |
DPCM Capital, Inc. [Member] | Class A Common Stock [Member] | |||||||
Other income (expense), net: | |||||||
Net income (loss) | $ 4,474,154 | $ (1,067,166) | $ 1,736,152 | $ 11,251,250 | $ (17,839,941) | $ 19,396,302 | |
Net loss per share, basic (in usd per share) | $ 0.15 | $ (0.04) | $ 0.06 | $ 0.38 | $ (1.28) | $ 0.65 | |
Net loss per share, diluted (in usd per share) | $ 0.15 | $ (0.04) | $ 0.06 | $ 0.38 | $ (1.28) | $ 0.65 | |
Weighted-average shares used in computing net loss per share, basic (in shares) | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 13,986,486 | 30,000,000 | |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 13,986,486 | 30,000,000 | |
Comprehensive loss: | |||||||
Net income (loss) | $ 4,474,154 | $ (1,067,166) | $ 1,736,152 | $ 11,251,250 | $ (17,839,941) | $ 19,396,302 | |
DPCM Capital, Inc. [Member] | Class B Common Stock [Member] | |||||||
Other income (expense), net: | |||||||
Net income (loss) | $ 1,118,539 | $ (266,792) | $ 434,038 | $ 2,812,812 | $ (9,566,346) | $ 4,849,075 | |
Net loss per share, basic (in usd per share) | $ 0.15 | $ (0.04) | $ 0.06 | $ 0.38 | $ (1.28) | $ 0.65 | |
Net loss per share, diluted (in usd per share) | $ 0.15 | $ (0.04) | $ 0.06 | $ 0.38 | $ (1.28) | $ 0.65 | |
Weighted-average shares used in computing net loss per share, basic (in shares) | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | |
Comprehensive loss: | |||||||
Net income (loss) | $ 1,118,539 | $ (266,792) | $ 434,038 | $ 2,812,812 | $ (9,566,346) | $ 4,849,075 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Total | D-Wave Systems Inc. [Member] | DPCM Capital, Inc. [Member] | Non-redeemable convertible preferred stock | Non-redeemable convertible preferred stock D-Wave Systems Inc. [Member] | Common stock | Common stock D-Wave Systems Inc. [Member] | Common stock DPCM Capital, Inc. [Member] Common Class A [Member] | Common stock DPCM Capital, Inc. [Member] Common Class B [Member] | Additional Paid-in capital | Additional Paid-in capital D-Wave Systems Inc. [Member] | Additional Paid-in capital DPCM Capital, Inc. [Member] | Accumulated deficit | Accumulated deficit D-Wave Systems Inc. [Member] | Accumulated deficit DPCM Capital, Inc. [Member] | Accumulated other comprehensive loss | Accumulated other comprehensive loss D-Wave Systems Inc. [Member] | Stock Subscription Receivable from Shares DPCM Capital, Inc. [Member] |
Balance at Dec. 31, 2019 | $ (103,868,000) | $ 152,091,000 | $ 16,337,000 | $ 21,784,000 | $ (283,704,000) | $ (10,376,000) | ||||||||||||
Balance (in Shares) at Dec. 31, 2019 | 135,012,939 | 15,220,212 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Exercise of stock options (in shares) | 11,250 | |||||||||||||||||
Exercise of stock options | 4,000 | $ 10,000 | (6,000) | |||||||||||||||
Stock-based compensation | 269,000 | 269,000 | ||||||||||||||||
D-Wave issuance of preferred stock pursuant to exercise of warrants | 818,000 | $ 818,000 | ||||||||||||||||
D-Wave issuance of preferred stock pursuant to exercise of warrants (in shares) | 313,159 | |||||||||||||||||
D-Wave share issuance costs | (110,000) | $ (110,000) | ||||||||||||||||
D-Wave stock exchanged on transaction | (169,140,000) | $ (152,799,000) | $ (16,347,000) | |||||||||||||||
D-Wave stock exchanged on transaction (in Shares) | (135,326,098) | (15,231,462) | ||||||||||||||||
DWSI Common Stock issued on D-Wave common stock conversion | 8,450,000 | $ 2,491,000 | 5,966,000 | |||||||||||||||
DWSI Common Stock issued on D-Wave common stock conversion (in Shares) | 3,060,746 | |||||||||||||||||
DWSI Class A Preferred Stock issued on D-Wave preferred stock conversion | 160,690,000 | $ 47,336,000 | 113,354,000 | |||||||||||||||
DWSI Class A Preferred Stock issued on D-Wave preferred stock conversion (in Shares) | 27,065,220 | |||||||||||||||||
DWSI Class B Preferred Stock issued for cash | 43,679,000 | $ 43,679,000 | ||||||||||||||||
DWSI Class B Preferred Stock issued for cash (in Shares) | 53,958,748 | |||||||||||||||||
DWSI Class B Preferred Stock issued on D-Wave convertible debt transfer | 99,298,000 | $ 99,298,000 | ||||||||||||||||
DWSI Class B Preferred Stock issued on D-Wave convertible debt transfer (in Shares) | 56,741,860 | |||||||||||||||||
DWSI share issuance costs | (432,000) | $ (432,000) | ||||||||||||||||
DWSI fair value of warrants issued for services | 450,000 | 450,000 | ||||||||||||||||
DWSI exercise of stock options | 1,000 | $ 1,000 | ||||||||||||||||
DWSI exercise of stock options (in Shares) | 1,000 | |||||||||||||||||
DWSI stock-based compensation | 2,720,000 | 2,720,000 | ||||||||||||||||
Foreign currency translation adjustment, net of tax | (82,000) | (82,000) | ||||||||||||||||
Net income (loss) | $ (10,019,000) | (10,019,000) | ||||||||||||||||
Preferred stock, balance (in shares) at Dec. 31, 2020 | 137,765,828 | 137,765,828 | 137,765,828 | |||||||||||||||
Common stock, balance (in shares) at Dec. 31, 2020 | 3,061,746 | 3,061,746 | ||||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 137,765,828 | 3,061,746 | 0 | 7,500,000 | ||||||||||||||
Balance at Dec. 31, 2020 | $ 32,729,000 | $ 32,729,000 | $ (47,937,607) | $ 189,881,000 | $ 189,881,000 | $ 2,492,000 | $ 2,492,000 | $ 0 | $ 750 | 144,537,000 | $ 144,537,000 | $ 0 | (293,723,000) | $ (293,723,000) | $ (47,938,357) | (10,458,000) | $ (10,458,000) | |
Balance at Mar. 23, 2020 | 0 | $ 0 | 0 | 0 | $ 0 | |||||||||||||
Balance (in Shares) at Mar. 23, 2020 | 0 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption amount | (23,196,320) | (2,664,250) | (20,532,070) | |||||||||||||||
Issuance of common stock | $ 863 | 24,137 | (25,000) | |||||||||||||||
Issuance of common stock (in shares) | 8,625,000 | |||||||||||||||||
Collection of stock subscription receivable from stockholder | 25,000 | 25,000 | ||||||||||||||||
Proceeds in excess of fair value for Private Placement Warrants | 2,640,000 | 2,640,000 | ||||||||||||||||
Forfeiture of Founder Shares | $ (113) | 113 | ||||||||||||||||
Forfeiture of Founder Shares (in Shares) | (1,125,000) | |||||||||||||||||
Net income (loss) | (27,406,287) | 0 | (27,406,287) | |||||||||||||||
Preferred stock, balance (in shares) at Dec. 31, 2020 | 137,765,828 | 137,765,828 | 137,765,828 | |||||||||||||||
Common stock, balance (in shares) at Dec. 31, 2020 | 3,061,746 | 3,061,746 | ||||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 137,765,828 | 3,061,746 | 0 | 7,500,000 | ||||||||||||||
Balance at Dec. 31, 2020 | $ 32,729,000 | $ 32,729,000 | (47,937,607) | $ 189,881,000 | $ 189,881,000 | $ 2,492,000 | $ 2,492,000 | $ 0 | $ 750 | 144,537,000 | 144,537,000 | 0 | (293,723,000) | (293,723,000) | (47,938,357) | (10,458,000) | (10,458,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) | 15,398,020 | 0 | 15,398,020 | |||||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 0 | 7,500,000 | ||||||||||||||||
Balance at Mar. 31, 2021 | (32,539,587) | $ 0 | $ 750 | 0 | (32,540,337) | |||||||||||||
Balance at Dec. 31, 2020 | $ 32,729,000 | $ 32,729,000 | (47,937,607) | $ 189,881,000 | $ 189,881,000 | $ 2,492,000 | $ 2,492,000 | $ 0 | $ 750 | 144,537,000 | 144,537,000 | 0 | (293,723,000) | (293,723,000) | (47,938,357) | (10,458,000) | (10,458,000) | |
Balance (in Shares) at Dec. 31, 2020 | 137,765,828 | 3,061,746 | 0 | 7,500,000 | ||||||||||||||
Preferred stock, balance (in shares) at Dec. 31, 2020 | 137,765,828 | 137,765,828 | 137,765,828 | |||||||||||||||
Common stock, balance (in shares) at Dec. 31, 2020 | 3,061,746 | 3,061,746 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Exercise of stock options (in shares) | 81,043 | |||||||||||||||||
Exercise of stock options | $ 65,000 | $ 94,000 | (29,000) | |||||||||||||||
Stock-based compensation | 330,000 | 330,000 | ||||||||||||||||
Reduction of deferred underwriting fee | 0 | |||||||||||||||||
Foreign currency translation adjustment, net of tax | 11,000 | 11,000 | ||||||||||||||||
Net income (loss) | (13,496,000) | 14,064,062 | (13,496,000) | |||||||||||||||
Preferred stock, balance (in shares) at Jun. 30, 2021 | 137,765,828 | |||||||||||||||||
Common stock, balance (in shares) at Jun. 30, 2021 | 3,142,789 | |||||||||||||||||
Balance (in Shares) at Jun. 30, 2021 | 0 | 7,500,000 | ||||||||||||||||
Balance at Jun. 30, 2021 | 19,639,000 | (33,873,545) | $ 189,881,000 | $ 2,586,000 | $ 0 | $ 750 | 144,838,000 | 0 | (307,219,000) | (33,874,295) | (10,447,000) | |||||||
Balance at Dec. 31, 2020 | $ 32,729,000 | $ 32,729,000 | (47,937,607) | $ 189,881,000 | $ 189,881,000 | $ 2,492,000 | $ 2,492,000 | $ 0 | $ 750 | 144,537,000 | 144,537,000 | 0 | (293,723,000) | (293,723,000) | (47,938,357) | (10,458,000) | (10,458,000) | |
Balance (in Shares) at Dec. 31, 2020 | 137,765,828 | 3,061,746 | 0 | 7,500,000 | ||||||||||||||
Preferred stock, balance (in shares) at Dec. 31, 2020 | 137,765,828 | 137,765,828 | 137,765,828 | |||||||||||||||
Common stock, balance (in shares) at Dec. 31, 2020 | 3,061,746 | 3,061,746 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Exercise of stock options (in shares) | 105,203 | 105,203 | ||||||||||||||||
Exercise of stock options | $ 82,000 | $ 118,000 | (36,000) | |||||||||||||||
Stock-based compensation | 1,739,000 | 1,739,000 | ||||||||||||||||
Foreign currency translation adjustment, net of tax | 15,000 | 15,000 | ||||||||||||||||
Net income (loss) | $ (31,545,000) | 24,245,377 | (31,545,000) | 24,245,377 | ||||||||||||||
Preferred stock, balance (in shares) at Dec. 31, 2021 | 137,765,828 | 137,765,828 | 137,765,828 | |||||||||||||||
Common stock, balance (in shares) at Dec. 31, 2021 | 3,166,949 | 3,166,949 | ||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 137,765,828 | 3,166,949 | 0 | 7,500,000 | ||||||||||||||
Balance at Dec. 31, 2021 | $ 3,021,000 | $ 3,020,000 | (23,692,230) | $ 189,881,000 | $ 189,881,000 | $ 2,610,000 | $ 2,610,000 | $ 0 | $ 750 | 146,240,000 | 146,240,000 | 0 | (325,268,000) | (325,268,000) | (23,692,980) | (10,443,000) | (10,443,000) | 0 |
Balance at Mar. 31, 2021 | (32,539,587) | $ 0 | $ 750 | 0 | (32,540,337) | |||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 0 | 7,500,000 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Foreign currency translation adjustment, net of tax | (38,000) | |||||||||||||||||
Net income (loss) | (4,668,000) | (1,333,958) | (1,333,958) | |||||||||||||||
Preferred stock, balance (in shares) at Jun. 30, 2021 | 137,765,828 | |||||||||||||||||
Common stock, balance (in shares) at Jun. 30, 2021 | 3,142,789 | |||||||||||||||||
Balance (in Shares) at Jun. 30, 2021 | 0 | 7,500,000 | ||||||||||||||||
Balance at Jun. 30, 2021 | 19,639,000 | (33,873,545) | $ 189,881,000 | $ 2,586,000 | $ 0 | $ 750 | 144,838,000 | 0 | (307,219,000) | (33,874,295) | (10,447,000) | |||||||
Balance at Dec. 31, 2021 | $ 3,021,000 | $ 3,020,000 | (23,692,230) | $ 189,881,000 | $ 189,881,000 | $ 2,610,000 | $ 2,610,000 | $ 0 | $ 750 | 146,240,000 | 146,240,000 | 0 | (325,268,000) | (325,268,000) | (23,692,980) | (10,443,000) | (10,443,000) | 0 |
Balance (in Shares) at Dec. 31, 2021 | 137,765,828 | 3,166,949 | 0 | 7,500,000 | ||||||||||||||
Preferred stock, balance (in shares) at Dec. 31, 2021 | 137,765,828 | 137,765,828 | 137,765,828 | |||||||||||||||
Common stock, balance (in shares) at Dec. 31, 2021 | 3,166,949 | 3,166,949 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income (loss) | (3,422,503) | 0 | (3,422,503) | |||||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 0 | |||||||||||||||||
Balance at Mar. 31, 2022 | (27,114,733) | $ 0 | $ 750 | 0 | (27,115,483) | |||||||||||||
Balance at Dec. 31, 2021 | $ 3,021,000 | $ 3,020,000 | (23,692,230) | $ 189,881,000 | $ 189,881,000 | $ 2,610,000 | $ 2,610,000 | $ 0 | $ 750 | $ 146,240,000 | 146,240,000 | 0 | $ (325,268,000) | (325,268,000) | (23,692,980) | $ (10,443,000) | (10,443,000) | $ 0 |
Balance (in Shares) at Dec. 31, 2021 | 137,765,828 | 3,166,949 | 0 | 7,500,000 | ||||||||||||||
Preferred stock, balance (in shares) at Dec. 31, 2021 | 137,765,828 | 137,765,828 | 137,765,828 | |||||||||||||||
Common stock, balance (in shares) at Dec. 31, 2021 | 3,166,949 | 3,166,949 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Exercise of stock options (in shares) | 174,378 | 174,378 | ||||||||||||||||
Exercise of stock options | $ 140,000 | $ 201,000 | (61,000) | 0 | 0 | |||||||||||||
Stock-based compensation | 1,600,000 | 1,600,000 | ||||||||||||||||
Reduction of deferred underwriting fee | (10,265,500) | |||||||||||||||||
Foreign currency translation adjustment, net of tax | (38,000) | (38,000) | ||||||||||||||||
Net income (loss) | $ (24,815,000) | 2,170,190 | (24,815,000) | |||||||||||||||
Preferred stock, balance (in shares) at Jun. 30, 2022 | 137,765,828 | 137,765,828 | ||||||||||||||||
Common stock, balance (in shares) at Jun. 30, 2022 | 3,341,327 | 100 | 3,341,327 | |||||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 0 | 7,500,000 | ||||||||||||||||
Balance at Jun. 30, 2022 | $ 1 | $ (20,093,000) | (11,370,622) | $ 189,881,000 | $ 1 | $ 2,811,000 | $ 0 | $ 750 | 147,779,000 | 10,151,418 | (350,083,000) | (21,522,790) | (10,481,000) | |||||
Balance at Jan. 23, 2022 | 0 | $ 0 | ||||||||||||||||
Balance (in Shares) at Jan. 23, 2022 | 0 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of common stock | $ 1 | $ 1 | ||||||||||||||||
Issuance of common stock (in shares) | 100 | 100 | ||||||||||||||||
Net income (loss) | $ 0 | |||||||||||||||||
Preferred stock, balance (in shares) at Jun. 30, 2022 | 137,765,828 | 137,765,828 | ||||||||||||||||
Common stock, balance (in shares) at Jun. 30, 2022 | 3,341,327 | 100 | 3,341,327 | |||||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 0 | 7,500,000 | ||||||||||||||||
Balance at Jun. 30, 2022 | 1 | $ (20,093,000) | (11,370,622) | $ 189,881,000 | $ 1 | $ 2,811,000 | $ 0 | $ 750 | 147,779,000 | 10,151,418 | (350,083,000) | (21,522,790) | (10,481,000) | |||||
Balance at Mar. 31, 2022 | (27,114,733) | $ 0 | $ 750 | 0 | (27,115,483) | |||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 0 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption amount | (114,082) | (114,082) | 0 | |||||||||||||||
Reduction of deferred underwriting fee | 10,265,500 | 10,265,500 | 0 | |||||||||||||||
Foreign currency translation adjustment, net of tax | 32,000 | |||||||||||||||||
Net income (loss) | $ (13,198,000) | 5,592,693 | 5,592,693 | |||||||||||||||
Preferred stock, balance (in shares) at Jun. 30, 2022 | 137,765,828 | 137,765,828 | ||||||||||||||||
Common stock, balance (in shares) at Jun. 30, 2022 | 3,341,327 | 100 | 3,341,327 | |||||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 0 | 7,500,000 | ||||||||||||||||
Balance at Jun. 30, 2022 | $ 1 | $ (20,093,000) | $ (11,370,622) | $ 189,881,000 | $ 1 | $ 2,811,000 | $ 0 | $ 750 | $ 147,779,000 | $ 10,151,418 | $ (350,083,000) | $ (21,522,790) | $ (10,481,000) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||||
Net income (loss) | $ 0 | $ (31,545,000) | $ (10,019,000) | |||
Adjustments to reconcile net loss to cash used in by operating activities: | ||||||
Depreciation and amortization | 1,534,000 | 1,886,000 | ||||
Stock-based compensation | 1,739,000 | 2,989,000 | ||||
Amortization of operating right of use assets | 1,068,000 | 840,000 | ||||
Provision for excess and obsolete inventory | 269,000 | 246,000 | ||||
Non-cash interest expense on government assistance | 1,722,000 | 137,000 | ||||
Unrealized foreign exchange loss (gain) | (100,000) | (287,000) | ||||
Non-cash interest expense on convertible debt | 5,095,000 | |||||
Gain on settlement of warrant liability | 0 | (7,836,000) | ||||
Gain on investments in marketable securities | (1,163,000) | 0 | ||||
Gain on debt extinguishment | 0 | (3,873,000) | ||||
Interest benefit on debt | (19,000) | |||||
Government assistance | (7,140,000) | (12,027,000) | ||||
Fair value of warrants issued for services | 451,000 | |||||
Non-cash lease expense | 201,000 | |||||
Change in operating assets and liabilities: | ||||||
Trade accounts receivable | 163,000 | 8,002,000 | ||||
Research incentives receivable | 2,236,000 | (9,053,000) | ||||
Inventories | 182,000 | (652,000) | ||||
Prepaid expenses and other current assets | (1,012,000) | (16,000) | ||||
Trade accounts payable | (379,000) | 1,279,000 | ||||
Accrued expenses and other current liabilities | 578,000 | (5,579,000) | ||||
Deferred revenue | (1,902,000) | (335,000) | ||||
Operating lease liabilities | (1,031,000) | (736,000) | ||||
Net cash used in operating activities | (34,800,000) | (29,287,000) | ||||
Cash flows from investing activities: | ||||||
Purchase of property and equipment | (1,774,000) | (736,000) | ||||
Purchase of software | (225,000) | (53,000) | ||||
Net cash used in investing activities | (1,999,000) | (789,000) | ||||
Cash flows from financing activities: | ||||||
Proceeds from issuance of preferred stock for cash | 43,600,000 | 43,679,000 | ||||
Proceeds from government assistance | 25,147,000 | |||||
Proceeds from debt financing | 111,000 | |||||
Share issuance costs | (542,000) | |||||
Proceeds from issuance of common stock upon exercise of stock options | 85,000 | 5,000 | ||||
Proceeds from issuance of common stock | 1 | |||||
Debt payments | 0 | (31,000) | ||||
Government Loan Payment | (399,000) | |||||
Proceeds from exercise of warrants | 2,000 | |||||
Net cash provided by financing activities | 1 | 24,913,000 | 43,144,000 | |||
Effect of exchange rate changes on cash and cash equivalents | 0 | 34,000 | (13,000) | |||
Net (decrease) increase in cash and cash equivalents | 1 | (11,852,000) | 13,055,000 | |||
Cash and cash equivalents at beginning of period | 0 | $ 9,483,000 | $ 21,335,000 | 21,335,000 | 8,280,000 | |
Cash and cash equivalents at end of period | 1 | 1 | $ 21,335,000 | 9,483,000 | 21,335,000 | |
Supplemental disclosure of noncash investing and financial activities: | ||||||
Operating lease right-of-use assets recognized in exchange for new operating lease obligations | 11,870,000 | 4,932,000 | ||||
Acquisition of property and equipment included in accounts payable | 14,000 | (79,000) | ||||
Cash payments included in the measurement of operating lease liabilities | 1,573,000 | 1,474,000 | ||||
Unpaid deferred costs | 1,142,000 | |||||
DWave System [Member] | ||||||
Cash flows from operating activities: | ||||||
Net income (loss) | (24,815,000) | (13,496,000) | ||||
Adjustments to reconcile net loss to cash used in by operating activities: | ||||||
Depreciation and amortization | 705,000 | 747,000 | ||||
Stock-based compensation | 1,600,000 | 330,000 | ||||
Amortization of operating right of use assets | 459,000 | 497,000 | ||||
Provision for excess and obsolete inventory | 265,000 | 219,000 | ||||
Non-cash interest expense on government assistance | 1,955,000 | 385,000 | ||||
Non-cash final fee payment for Venture Loan | 583,000 | 0 | ||||
Unrealized foreign exchange loss (gain) | (349,000) | 44,000 | ||||
Change in operating assets and liabilities: | ||||||
Trade accounts receivable | (505,000) | (126,000) | ||||
Research incentives receivable | (851,000) | (5,339,000) | ||||
Inventories | (301,000) | 39,000 | ||||
Prepaid expenses and other current assets | (4,449,000) | (288,000) | ||||
Trade accounts payable | 107,000 | (1,764,000) | ||||
Accrued expenses and other current liabilities | 4,578,000 | (733,000) | ||||
Deferred revenue | (54,000) | (324,000) | ||||
Operating lease liabilities | (427,000) | (459,000) | ||||
Net cash used in operating activities | (21,499,000) | (20,268,000) | ||||
Cash flows from investing activities: | ||||||
Purchase of property and equipment | (175,000) | (1,069,000) | ||||
Purchase of software | (43,000) | (196,000) | ||||
Net cash used in investing activities | (218,000) | (1,265,000) | ||||
Cash flows from financing activities: | ||||||
Proceeds from government assistance | 3,178,000 | 13,458,000 | ||||
Proceeds from debt financing | 19,870,000 | 0 | ||||
Proceeds from issuance of common stock upon exercise of stock options | 141,000 | 67,000 | ||||
Debt payments | (424,000) | (398,000) | ||||
Net cash provided by financing activities | 22,765,000 | 13,127,000 | ||||
Effect of exchange rate changes on cash and cash equivalents | (65,000) | 262,000 | ||||
Net (decrease) increase in cash and cash equivalents | 983,000 | (8,144,000) | ||||
Cash and cash equivalents at beginning of period | 9,483,000 | 21,335,000 | 21,335,000 | |||
Cash and cash equivalents at end of period | 10,466,000 | 10,466,000 | 13,191,000 | 21,335,000 | 9,483,000 | 21,335,000 |
Supplemental disclosure of noncash investing and financial activities: | ||||||
Acquisition of property and equipment included in accounts payable | 3,000 | 21,000 | ||||
Unpaid deferred costs | 3,734,000 | 0 | ||||
DPCM Capital, Inc. [Member] | ||||||
Cash flows from operating activities: | ||||||
Net income (loss) | 2,170,190 | 14,064,062 | (27,406,287) | 24,245,377 | ||
Adjustments to reconcile net loss to cash used in by operating activities: | ||||||
Interest earned on marketable securities held in Trust Account | (427,040) | (71,548) | $ (48,914) | $ (115,883) | ||
Transaction cost allocatable to warrants | 381,556% | 0% | ||||
Change in fair value of warrant liabilities | (4,487,400) | (15,480,000) | $ 26,740,000 | $ (27,912,600) | ||
Unrealized (gain) loss on marketable securities held in Trust Account | (16,538) | 6,283 | (9,563) | (8,962) | ||
Reduction of deferred underwriting fee | (234,500) | 0 | ||||
Change in operating assets and liabilities: | ||||||
Prepaid expenses | 105,734 | 48,970 | (389,413) | 213,190 | ||
Income taxes payable | 19,801 | 0 | ||||
Accounts payable and accrued expenses | 2,402,437 | 701,110 | 270,054 | 2,619,041 | ||
Net cash used in operating activities | (467,316,000) | (731,123,000) | (462,567) | (959,837) | ||
Cash flows from investing activities: | ||||||
Investment of cash into Trust Account | (300,000,000) | |||||
Net cash used in investing activities | (300,000,000) | |||||
Cash flows from financing activities: | ||||||
Share issuance costs | (477,876) | |||||
Proceeds from promissory note—related party | 420,000 | 0 | (250,000) | |||
Proceeds from issuance of common stock | 25,000 | |||||
Proceeds from sale of Units, net of underwriting discounts paid | 294,000,000 | |||||
Proceeds from sale of Private Placements Warrants | 8,000,000 | |||||
Repayment of promissory note—related party | 250,000 | |||||
Net cash provided by financing activities | 420,000 | 0 | 301,547,124 | |||
Net (decrease) increase in cash and cash equivalents | (47,316,000) | (731,123,000) | 1,084,557,000 | (959,837,000) | ||
Cash and cash equivalents at beginning of period | 124,720 | 1,084,557 | 0 | 1,084,557 | ||
Cash and cash equivalents at end of period | $ 77,404 | 77,404 | 353,434 | 1,084,557 | 124,720 | $ 1,084,557 |
Supplemental disclosure of noncash investing and financial activities: | ||||||
Reduction of deferred underwriting fee | $ (10,265,500) | $ 0 | ||||
Accretion for Class A common stock subject to possible redemption | 23,196,320 | |||||
Deferred underwriting fee payable | 10,500,000 | |||||
Supplementary cash flow information: | ||||||
Cash paid for income taxes | $ 0 | $ 10,424 |
Description of business
Description of business | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Description of Business | 1. Background and Nature of Operations D-Wave (“D-Wave” D-Wave (“D-Wave D-Wave D-Wave Systems. In conjunction with the Business Combination, D-Wave Systems and the Company entered into an agreement with Lincoln Park Capital Fund LLC (the “Investor”) on June 16, 2022 which provides D-Wave the sole right, but not the obligation, to direct the Investor to buy specified dollar amounts up to $150.0 million of D-Wave’ | ||
DWave System [Member] | |||
Description of Business | 1. Description of business D-Wave web-based TM D-Wave D-Wave D-Wave D-Wave TM D-Wave D-Wave Note 12—Subsequent events For the three and six month periods ended June 30, 2022 and 2021, the Company’s revenue was derived primarily from customers located in the United States, Japan, and Germany. | 1. Description of business D-Wave (“D-Wave” web-based TM D-Wave TM References to the “Company” herein for the periods before April 14, 2020, shall be to D-Wave D-Wave”) D-Wave D-Wave On February 7, 2022, DPCM Capital Inc., a Delaware corporation (the “SPAC” or “DPCM”), and D-Wave D-Wave, D-Wave D-Wave b) D-Wave For the years ended December 31, 2021 and 2020, the Company’s revenue was derived primarily from customers located in the United States, Japan, and Germany. |
Background and Nature of Operat
Background and Nature of Operations | 5 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Nature of Operations | 1. Background and Nature of Operations D-Wave (“D-Wave” D-Wave (“D-Wave D-Wave D-Wave Systems. In conjunction with the Business Combination, D-Wave Systems and the Company entered into an agreement with Lincoln Park Capital Fund LLC (the “Investor”) on June 16, 2022 which provides D-Wave the sole right, but not the obligation, to direct the Investor to buy specified dollar amounts up to $150.0 million of D-Wave’ |
D-Wave Quantum, Inc. - Summary
D-Wave Quantum, Inc. - Summary of Significant Accounting Policies - Use of Estimates | 5 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies – Use of Estimates The preparation of the financial statements in conformity with the accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
DPCM Capital, Inc [Member] | ||
Description of Organization and Business Operations Details [Line Items] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS DPCM Capital, Inc. (the “Company”) was a blank check company incorporated in Delaware on March 24, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). Although the Company was not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company focused on businesses in the technology sector. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity through June 30, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and consummating the Transaction, as defined and described in Note 6. The registration statement for the Company’s Initial Public Offering was declared effective on October 20, 2020. On October 23, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock and warrants included in the Units sold, the “Public Shares” and “Public Warrants”, respectively), generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “Private Placement Warrants”, and collectively with the Public Warrants, the “Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to CDPM Sponsor Group, LLC (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 4. Transaction costs amounted to $16,977,876, consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $477,876 of other offering costs. Following the closing of the Initial Public Offering on October 23, 2020, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. On August 5, 2022 (the “Closing Date”), the Company consummated the previously announced Transaction, as described in Note 6. The Company provided its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination. On August 2, 2022, stockholders holding 29,097,787 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $291,365,553.22 (approximately $10.01 per share) will be removed from the Company’s Trust Account to pay such stockholders. There were no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. Liquidity and Going Concern As of June 30, 2022, the Company had $77,404 in its operating bank accounts, and an adjusted working capital deficit of $5,070,622, which excludes $301,160 of interest earned on the Trust Account that is available to pay franchise and income taxes payable and $211,658 of franchise taxes paid from the operating account which are reimbursable with the interest earned on the Trust Account. The Company may need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors or their affiliates. The Company’s initial stockholders, officers or directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. Other than the Sponsor Affiliate Note and the Sponsor Note, in each case as described in Note 5, the Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”) Topic 205-40, “Basis of Presentation—Going Concern”, management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern, which is considered to be one year from the issuance of these financial statements. On August 5, 2022, the Company consummated the Transaction, and the uncertainty of the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS DPCM Capital, Inc. (the “Company”) is a blank check company incorporated in Delaware on Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the technology sector. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on October 20, 2020. On October 23, 2020, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock and warrants included in the Units sold, the “Public Shares” and “Public Warrants”, respectively), generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “Private Placement Warrants”, and collectively with the Public Warrants, the “Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to CDPM Sponsor Group, LLC (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 4. Transaction costs amounted to $16,977,876, consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $477,876 of other offering costs. Following the closing of the Initial Public Offering on October 23, 2020, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period (as defined below) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company will have until October 23, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Sponsor has agreed to waive (pursuant to the IPO Letter Agreement and for no further consideration) its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2021, the Company had $124,720 in its operating bank accounts, and an adjusted working capital deficit of $2,404,830, which excludes $183,322 of interest earned on the Trust Account that is available to pay franchise and income taxes payable. The Company will need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors or their affiliates. The Company’s initial stockholders, officers or directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Basis of Presentation – Going Concern,” management has determined that the expected shortfall in working capital over the period of time between the date these financial statement are issued and its estimated Business Combination date raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the business combination or the date the Company is required to liquidate. Based on the above factors, management determined there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company’s sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2022 | |
DWave System [Member] | |
Business Combination | 2. Business Combination On February 7, 2022, the Company entered into the Transaction Agreement to merge DPCM and certain other affiliates entities through the Business Combination. The Business Combination was subject to approval by the stockholders of DPCM and the Company and other customary closing conditions. The Business Combination will be accounted for as a reverse capitalization in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). In connection with the Business Combination, subscription agreements were entered into between DPCM and various investors for proceeds of $40.0 million (the “PIPE Investment”). Total gross proceeds of the PIPE Investment, together with the amount that remained in DPCM’s trust account at the close of the Business Combination, totaled $49.0 million. On August 5, 2022, each of the Business Combination and the PIPE Investment was consummated. See Note 12— Subsequent events |
Basis of presentation and Summa
Basis of presentation and Summary of Significant Accounting Policies | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Basis of presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Accounting The unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America. Separate balance sheets, statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows have not been presented because there have only been nominal activities in this entity as of June 30, 2022. For the period ended June 30, 2022, the Company’s only activity was the issuance of shares of common stock, each having a par value of $ per share. The condensed consolidated balance sheet includes the accounts of the Company and its wholly owned subsidiary during the relevant periods. The Company did not have any operations for the period ended June 30, 2022. | ||
DWave System [Member] | |||
Basis of presentation and Summary of Significant Accounting Policies | 3. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The Company has prepared the accompanying financial statements in accordance with U.S. GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). Unaudited Interim Financial Information- The interim condensed consolidated financial statements included in this quarterly report have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained within these interim condensed consolidated financial statements comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for interim condensed consolidated financial statements and are adequate to make the information presented not misleading. The interim condensed consolidated financial statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the final prospectus and definitive proxy statement, dated July 13, 2022 (the “Proxy Statement/Prospectus”) filed by D-Wave Principles of Consolidation The consolidated financial statements include the accounts of the Company. All intercompany accounts and transactions have been eliminated upon consolidation. Liquidity and going concern The Company has prepared its consolidated financial statements assuming that it will continue as a going concern. Since its inception, the Company has incurred net losses and negative cash flows from operations. As of June 30, 2022, the Company had an accumulated deficit of $350.1 million and a working capital deficiency of $13.1 million. For the three months ended June 30, 2022 and 2021, the Company incurred a net loss of $13.2 million respectively. For the six months ended June 30, 2022 and 2021, the Company incurred a net loss of $24.8 million respectively. The Company had net cash outflows from operations of $21.5 million and $20.3 million, respectively. As of June 30, 2022, the Company had $10.5 million of cash and cash equivalents. The Company expects to incur additional operating losses and negative cash flows from operations as it continues to expand its commercial operations and research and development programs. During the six months ended June 30, 2022, the Company received $20.0 million in gross proceeds from a Venture Loan and Security Agreement (the “Venture Loan”) with PSPIB Unitas Investments II Inc. (“PSPIB”). The maturity date of the loan was defined as the earliest of December 31, 2022 or the closing of the Business Combination or the date of acceleration of such loan following an event of default or the date of prepayment. On August 5, 2022, the Venture Loan, related accrued interest and a final fee totaling $21.8 million was repaid. As further discussed in Note 12— Subsequent events In conjunction with the Business Combination, the Company and D-Wave D-Wave $ 150.0 million of D-Wave’s $0.0001 per share common stock through the ELOC. The ELOC will provide the Company and D-Wave To-date, D-Wave To the extent that sufficient capital is not obtained through the Business Combination and PIPE offering, or through the cash received in connection with the Business Combination, management will be required to obtain additional capital through the issuance of debt and /or equity, or other arrangements. However, there can be no assurance that D-Wave issuance of additional equity may dilute existing stockholders and newly issued shares may contain senior rights and preferences compared to currently outstanding ordinary shares. Any future debt may contain covenants and limit D-Wave’s D-Wave D-Wave These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Such adjustments could be material. Amalgamation of D-Wave In order to simplify the corporate structure of DWSI Holdings Inc. and to reduce administrative costs, effective January 1, 2021, the Company, then DWSI Holdings Inc., completed a vertical short-form amalgamation pursuant to the British Columbia Business Corporations Act with its previously wholly-owned subsidiary, D-Wave D-Wave D-Wave D-Wave The amalgamation did not have a significant effect on the business and operations of the Company. COVID-19 The Company is subject to risks and uncertainties relating to the ongoing outbreak of the novel strain of coronavirus (“COVID-19”), The COVID-19 quarantines, shelter-in-place the COVID-19 COVID-19. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes as of the date of the co The Company’s accounting estimates and assumptions may change over time in response to COVID-19 Deferred Offering Costs Deferred offering costs consist of legal, accounting and consulting fees incurred through the balance sheet date that are directly related to the Business Combination that was completed on August 5, 2022, as described in Note 12— Subsequent events. million of transaction costs related to deferred offering costs in its consolidated balance sheets. Operating segment Operating segments are defined as components of an enterprise for which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating and evaluating financial performance. As such, the Company views its operations and manages its business in one operating and reportable segment (See Note 11— Geographic areas Foreign currency translation and transactions The Company’s reporting currency is the U.S. dollar. Generally, the functional and reporting currency of its international subsidiaries is the currency of their primary economic environment. Accordingly, all foreign balance sheet accounts have been translated into the U.S. dollars using the rate of exchange at the respective balance sheet date. Components of the consolidated statements of operation and comprehensive loss have been translated at the average exchange rate for the year or the corresponding period. Translation gains and losses are recorded in accumulated other comprehensive loss as a component of stockholders’ equity. Gains or losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in the consolidated statements of operations and comprehensive loss. For the three months ended June 30, 2022 and 2021, the Company recorded $562,000 and , respectively of foreign currency transaction gain in its consolidated statements of operations and comprehensive loss. For the six months ended June 30, 2022 and 2021, the Company recorde d $366,000 and in foreign currency transaction gain, respectively, in other income in its consolidated statements of operations and comprehensive loss. Cash and cash equivalents The Company’s cash and cash equivalents consists of money held in demand depositary accounts. The carrying amount of cash and cash equivalents wa million as of June 30, 2022 and December 31, 2021, respectively, which approximates fair value and was determined based upon Level 1 inputs. The Company did not hold short-term investments as of June 30, 2022 and December 31, 2021. The increase in cash and cash equivalents from December 31, 2021 to June 30, 2022 was primarily the result of the Company receiving 20.0 million in financing through the Venture Loan with PSPIB. Fair value of financial instruments Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, trade accounts receivable, net, trade accounts payable and accrued expenses approximate their fair values (Level 1). The Company carries its marketable investments at cost, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments by the same issuer, as they represent investments in privately held companies for which there are no quoted market prices. As of June 30, 2022 and December 31, 2021, the Company estimated the fair value of its securities denominated in Canadian dollars to be C $10.2 million for both periods presented, and its securities denominated in United States dollars to be $1.2 million and $279,000, respectively. The carrying value of its securities as of June 30, 2022 was $1.2 million and $5,000, respectively and is included in other assets on the consolidated balance sheet. The Company did not have any transf Concentration risk Agreements which potentially subject the Company to concentration risk consist principally of three customer agreements. During the three month period ended June 30, 2022, the Company earned 17%, 14% and 11 % of its total revenue from three customers. During the three month period ended June 30, 2021, the Company earned 18%, 13% and 11 % of its total revenue earned from three customers. During the six month period ended June 30, 2022, the Company earned 15%, 14% and 10 % of its total revenue from three customers. During the six month period ended June 30, 2021, the Company earne d 20%, 12% and 10 % of its total revenue from three customers. Government assistance The Company receives various forms of government assistance including (i) government grants (ii) investment credits, and (iii) government loans, for research and development initiatives from Canadian government agencies. The Company recognizes grants and investment tax credits relating to qualifying scientific research and development expenditures as a reduction of the related eligible expenses (research and development expenses) in its condensed consolidated statement of operations and comprehensive loss. Grants and investment tax credits are recognized in the period during which the related qualifying expenses are incurred, provided that the conditions under which the grants and investment tax credits have been met. The Company recognizes grants and investment tax credits in an amount equal to the estimated qualifying expenses incurred in each period multiplied by the applicable reimbursement percentage. Grants and investment tax credits that are recognized upon incurring qualifying expenses in advance of receipt of grant funding or proceeds from research and development incentives are recorded in the condensed consolidated balance sheets as research incentives receivable. In circumstances where the grants received relate to prior period eligible expenses, the Company recognizes them as government assistance in its condensed consolidated statement of operations and comprehensive loss in the current period. During the three months ended June 30, 2022 and 2021, the Company recorded a Scientific Research and Experimental Development (“SR&ED”) investment tax credit o f $0.4 million in 2022 and 2021 as an offset to its research and development expenses in its condensed consolidated statements of operations and comprehensive loss. During the six months ended June 30, 2022 and 2021, the Company recorded a Scientific Research and Experimental Development (“SR&ED”) investment tax credit of $0.8 million and $0.6 million, respectively, as an offset to its research and development expenses in its condensed consolidated statements of operations and comprehensive loss The Company has received government loans under funding agreements that bear interest at rates that are below market rates of interest or interest-free. The Company accounts for the imputed benefit arising from the difference between a market rate of interest and the rate of interest charged as additional grant funding, and records interest expense for the loans at a market rate of interest. On the date that loan proceeds are earned, the Company recognizes the portion of the loan proceeds allocated to grant funding as a discount to the carrying value of the loan and as other liability, which is subsequently recognized as additional government assistance upon draw down of the qualified loan amounts. Revenue recognition The Company recognizes revenue in accordance with Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) 340-40, The standard was adopted on a full retrospective method on January 1, 2018. The adoption of ASC 606 had no impact on the Company and as such there was no recorded transition adjustment. The core principle of ASC 606 is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To support this core principle, the Company applies the following five step approach: • Identify the contract with the customer • Identify the performance obligations • Determine the transaction price • Allocate the transaction price to the performance obligations • Recognize revenue when (or as) the entity satisfies a performance obligation The Company generates revenue through subscription sales to access its Quantum Computing as a Service (“QCaaS”) cloud platform and from professional services related to the practical applications of quantum computing technology to solve its customers’ business challenges, to develop quantum proofs-of-concepts, re-sellers re-seller re-sellers’ re-seller mark-up Revenue from QCaaS is recognized evenly over the contractual period, on a straight-line basis over the subscription term, beginning on the date that the service is made available to the customer. Professional services are recognized as they are earned based on the terms of the contract or based on the cost-to-cost cost-to-cost Recently adopted accounting standards and amendments D-Wave D-Wave Recent accounting pronouncements not yet adopted In November 2021, the FASB issued ASU No. 2021-10, Disclosures by Business Entities about Government Assistance 2021-10 | 2. Basis of presentation and summary of significant accounting policies The Company has prepared the accompanying financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). Liquidity and going concern The Company has prepared its consolidated financial statements assuming that it will continue as a going concern. Since its inception, the Company has incurred net losses and negative cash flows from operations. As of December 31, 2021, and 2020, the Company had an accumulated deficit of $325.3 million and $293.7 million, respectively. For the years ended December 31, 2021, and 2020, the Company incurred a net loss of $31.5 million and $10.0 million, respectively and had net cash outflows from operations of $34.8 million and $29.3 million, respectively. The Company expects to incur additional operating losses and negative cash flows from operations as it continues to expand its commercial operations and research and development programs. Duri n the year ended December 31, 2021, the Company secured $25.1 million in additional financing through an arrangement with the Strategic Innovation Fund (“SIF”) to receive up to C$40 million in contributions. As of December 31, 2021, the Company had received $25.1 million (C$32 million) from SIF. As of December 31, 2021, the Company had $9.5 million of cash and cash equivalents and $8.9 million of working capital. As further discussed in Note 1 – Description of the business As further discussed in Note 17 – Subsequent events, To the extent additional capital is not obtained through the Merger and PIPE offering, or through the cash received in connection with the Merger, management will be required to obtain additional capital through the sale of debt or equity, or other arrangements. However, there can be no assurance that the Company will be able to raise additional capital when needed or under acceptable terms. The sale of additional equity may dilute existing stockholders and newly issued shares may contain senior rights and preferences compared to currently outstanding shares. Any future debt may contain covenants and limit the Company’s ability to pay dividends or make other distributions to stockholders. If the Company is unable to obtain additional financing, operations may be scaled back or discontinued. These conditions give rise to material uncertainties that may cast substantial doubt on the ability of the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Such adjustments could be material. Principles of consolidation The consolidated financial statements include the accounts of the Company. All intercompany accounts and transactions have been eliminated on consolidation. Transaction between entities under common control In April 2020, DWSI was formed with the primary objective of facilitating additional financing from existing shareholders and additional investors. Old D-Wave, D-Wave D-Wave T h Company was able to achieve this additional financing in April 2020 through the issuance of DWSI’s Class B Preferred Stock. DWSI issued 11,787,320 Class B1 Preferred Stock, 13,142,857 Class B2 Preferred Stock and Class B Preferred Stock for $ million of proceeds. The DWSI newly non-redeemable convertible preferred stock issue price was $ per share for Class B1 and Class B2 Preferred Stock and $ for Class B Preferred Stock. The Transaction D-Wave) D-Wave paid-in Amalgamation of Old D-Wave In order to simplify the corporate structure of DWSI Holdings Inc. and to reduce administrative costs, effective January 1, 2021, the Company completed a vertical short-form amalgamation pursuant to the British Columbia Business Corporations Act D-Wave. D-Wave D-Wave D-Wave The amalgamation did not have a significant effect on the business and operations of D-Wave. COVID-19 The Company is subject to risks and uncertainties relating to the ongoing outbreak of the novel strain of coronavirus (“COVID-19”), The COVID-19 quarantines, shelter-in-place the COVID-19 COVID-19. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes as of the date of the consolidated financial statements. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts, and experience. The Company’s accounting estimates and assumptions may change over time in response to COVID-19 Deferred Offering Costs Deferred offering costs consist of legal, accounting and consulting fees incurred through the balance sheet date that are directly related to the Merger mentioned in Note 1 – Description of the business Operating segment Operating segments are defined as components of an enterprise for which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating and evaluating financial performance. As such, the Company views its operations and manages its business in one operating and reportable segment (See Note 16 - Geographic areas Foreign currency translation and transactions The Company’s reporting currency is the US dollar. Generally, the functional and reporting currency of its international subsidiaries is the currency of their primary economic environment. Accordingly, all foreign balance sheet accounts have been translated into the U.S. dollars using the rate of exchange at the respective balance sheet date. Components of the consolidated statements of operation and comprehensive loss have been translated at the average exchange rate for the year or the corresponding period. Translation gains and losses are recorded in accumulated other comprehensive loss as a component of stockholders’ equity. Gains or losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in the consolidated statements of operations and comprehensive loss. For the years ended December 31, 2021, and 2020, the Company recorded $608,000 and $623,000 in foreign currency transaction gains, respectively, in other income in its consolidated statements of operations and comprehensive loss. Comprehensive loss Comprehensive loss consists of two components, net loss and other comprehensive loss. The Company’s other comprehensive loss consists of foreign currency translation adjustments that result from consolidation of its foreign entities. Cash and cash equivalents The Company’s cash and cash equivalents consists of money held in demand depositary accounts and highly liquid investments, including commercial papers with original maturities of three months or less at the date of the purchase. The carrying amount of cash and cash equivalents was $9.5 million and $21.3 million as of December 31, 2021, and 2020, respectively, which approximates fair value and was determined based upon Level 1 inputs. The Company’s short-term investments, including commercial papers included in cash equivalents are carried at fair market value based on market quotes and other observable inputs (Level 2 inputs). The following table provides a reconciliation of cash and cash equivalents on the consolidated balance sheets to the totals presented on the consolidated statement of cash flows (in thousands): December 31, 2021 2020 Cash $ 9,483 $ 10,272 Cash equivalents - commercial papers — 11,063 Total cash and cash equivalents on the consolidated statements of cash flows $ 9,483 $ 21,335 Trade accounts receivable, net Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company periodically reviews the need for an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and the Company’s customers’ respective financial conditions, the amounts of receivables in dispute and the current receivables aging and current payment patterns. To the extent identified, account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, the Company’s customers have proven to be credit worthy. As of December 31, 2021, and 2020, the Company did not recognize any material write-offs and has not Inventories Inventories are stated at the lower of cost, using the weighted average cost method, or net realizable value. Inventory that is obsolete or in excess of forecasted usage is written down to its estimated net realizable value based on the assumptions about future demand and market conditions. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory. Inventories include raw materials, which consist of parts and supplies used in the Company’s manufacturing process and research and development activities as well as service parts for the Company’s quantum computer systems, work-in-process goods. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and impairment. Depreciation is recognized using the straight-line method over the estimated useful lives of the depreciable property, or for leasehold improvements, the remaining term of the lease, whichever is shorter. Costs for capital assets not yet placed into service are capitalized as construction-in-progress Estimated Useful Lives Quantum computer systems 5 years Lab equipment 5 years Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of expected lease term or estimated useful life Upon sale or retirement of the assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statement of operations and comprehensive loss. Expenditures for general maintenance and repairs are expensed as incurred. Intangible assets, net The Company’s intangible assets consist of acquired computer software, including off-the-shelf Off-the-shelf off-the-shelf Internally developed software Costs related to the formulation and design of internally developed software are expensed as incurred to research and development. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. The Company did not record any impairment loss on long-lived assets during the years ended December 31, 2021 and 2020. Fair value of financial instruments Certain assets and liabilities are carried at fair value under US GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, trade accounts receivable, net, trade accounts payable and accrued expenses approximate their fair values (Level 1). Concentration of credit risk and other risks and uncertainties Credit risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with major and reputable financial institutions. Deposits held with the financial institutions may exceed the amount of insurance provided by the Canadian Deposit Insurance Corporation on such deposits but may be redeemed upon demand. The Company performs periodic evaluations of the relative credit standing of the financial institutions. With respect to accounts receivable, the Company monitors the credit quality of its customers as well as maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. Concentration risk Agreements which potentially subject the Company to concentration risk consist principally of three customer agreements. For the year ended December 31, 2021, 15% of the Company’s total revenue was earned from a single customer, 13% was earned from a second customer and 12% was earned from a third customer. For the year ended December 31, 2020, 22% of the Company’s total revenue was earned from a single customer, 17% was earned from a second customer and 10% was earned from a third customer. Foreign currency risk The Company’s customers are located in the United States, Japan, Europe, Canada and other locations; therefore, foreign exchange risk exposures arise from transactions denominated in currencies other than the functional and reporting currency (United States dollars). To date, a majority of the Company’s sales have been denominated in United States dollars and a significant portion of the Company’s operating expenses are denominated in Canadian dollars. The Company also purchases certain of its key manufacturing inputs in Euros. As the Company expands its presence in international markets, the Company’s results of operations and cash flows may increasingly be subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. To date, the Company has not entered into any hedging arrangements to minimize the impact of these fluctuations in the exchange rates. The Company will reassess its approach to manage our risk relating to fluctuations in currency rates. The Company does not believe that foreign currency risk had a material effect on its business, financial condition, or result of operations during the periods presented. Inflation Risk We do not believe that inflation had a significant impact on our results of operations for any periods presented in our consolidated financial statements. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs, and our inability or failure to do so could harm our business, financial condition, and results of operations. Leases The Company adopted ASC 842, Leases (“ASC 842”) as of January 1, 2018. ASC 842 was adopted using the modified retrospective transition approach, with no restatement of prior periods or cumulative adjustments to the use-of-hindsight to and non-lease components The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from a lease. ROU assets and operating lease liabilities are recognized at the commencement date based on the present value of the future minimum lease payments over the lease term. Operating lease ROU assets also include the impact of any lease incentives. Amendments to a lease are assessed to determine if it represents a lease modification or a separate contract. Lease modifications are reassessed as of the effective date of the modification using an incremental borrowing rate based on the information available at the commencement date. For modified leases, the Company also reassesses the lease classification as of the effective date of the modification. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The Company’s lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option in the measurement of its ROU assets and liabilities. The Company considers contractual-based factors such as the nature and terms of the renewal or termination, asset-based factors such as physical location of the asset and entity-based factors such as the importance of the leased asset to the Company’s operations to determine the lease term. The Company generally uses the base, non-cancelable, lease right-of-use Government assistance US GAAP for profit-oriented entities does not define government assistance; nor is there specific guidance applicable to government assistance. During the years ended 2021 and 2020, the Company received various forms of government assistance including (i) government grants (ii) investment credits, and (iii) government loans, for research and development initiatives from Canadian government agencies. The Company recognizes grants and investment tax credits relating to qualifying scientific research and development expenditures as a reduction of the related eligible expenses (research and development expenses) in its consolidated statement of operations and comprehensive loss. Grants and investment tax credits are recognized in the period during which the related qualifying expenses are incurred, provided that the conditions under which the grants and investment tax credits have been met. The Company recognizes grants and investment tax credits in an amount equal to the estimated qualifying expenses incurred in each period multiplied by the applicable reimbursement percentage. Grants and investment tax credits that are recognized upon incurring qualifying expenses in advance of receipt of grant funding or proceeds from research and development incentives are recorded in the consolidated balance sheets as research incentives receivable. In circumstances where the grants received relates to prior period eligible expenses, the Company recognizes them as government assistance in its consolidated statement of operations and comprehensive loss in the current period. During the year ended December 31, 2020, the Company recorded Sustainable Development Technology Canada and BC Innovative Clean Energy (“SDTC”) grants of $7.6 million, as an offset to its research and development expenses in its consolidated statements of operations and comprehensive loss. The Company did not record any SDTC grants during the year ended December 31, 2021. During the years ended December 31, 2021, and 2020, the Company recorded a Scientific Research and Experimental Development (“SR&ED”) investment tax credit of $1.5 million and $2.1 million, respectively, as an offset to its research and development expenses in its consolidated statements of operations and comprehensive loss. The Company has received government loans under funding agreements that bear interest at rates that are below market rates of interest or interest-free. The Company accounts for the imputed benefit arising from the difference between a market rate of interest and the rate of interest charged as additional grant funding, and records interest expense for the loans at a market rate of interest. On the date that loan proceeds are earned, the Company recognizes the portion of the loan proceeds allocated to grant funding as a discount to the carrying value of the loan and as other liability, which is subsequently recognized as additional government assistance upon draw down of the qualified loan amounts. During the year ended December 31, 2021, the Company recorded the interest benefit on Strategic Innovation Fund (“SIF”) government loans for $7.2 million, as government assistance in its consolidated statements of operations and comprehensive loss. During the year ended December 31, 2020, the Company recorded the interest benefit on SIF and Technology Partnership of Canada (“TPC”) government loans for $12.0 million, as government assistance in its consolidated statements of operations and comprehensive loss. See Note 8 – Loans payable Revenue recognition The Company recognizes revenue in accordance with Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) 340-40, The standard was adopted on a full retrospective method on January 1, 2018. The adoption of ASC 606 had no impact on the Company and as such there was no recorded transition adjustment. The core principle of ASC 606 is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To support this core principle, the Company applies the following five step approach: • Identify the contract with the customer • Identify the performance obligations • Determine the transaction price • Allocate the transaction price to the performance obligations • Recognize revenue when (or as) the entity satisfies a performance obligation The Company generates revenue through subscription sales to access its Quantum Computing as a Service (“QCaaS”) cloud platform and from professional services related to the practical applications of quantum computing technology to solve its customers’ business challenges, to develop quantum proofs-of-concepts, re-sellers re-seller re-sellers’ re-seller mark-up When the Company determines that its contracts with customers contain multiple performance obligations, for these arrangements, the Company allocates the transaction price based on the relative standalone selling price (“SSP”) method by comparing the SSP of each distinct performance obligation to the total value of the contract. The Company uses a range of amounts to estimate SSP for products and services sold together in a contract to determine whether there is a discount to be allocated based on the relative SSP of the various products and services. In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, the Company determines the SSP using information that may include market conditions and other observable inputs. Standalone selling price is typically established as a range. In situations in which the stated contract price for a performance obligation is outside of the applicable standalone selling price range and has a different pattern of transfer to the customer than the other performance obligations in the contract, the Company will reallocate the total transaction price to each performance obligation based on the relative standalone selling price of each. At times, the Company may sell bundled services that include professional services, QCaaS and training. For these bundled arrangements, the Company’s selling prices associated with QCaaS and training are observable, predictable and consistent. Accordingly, the Company uses the residual method under which the total transaction price and observable SSP of the QCaaS and training performance obligations are used to arrive at the estimated SSP of the professional services performance obligation. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue is recorded based on the transaction price. The Company’s contracts with customers may include renewals or other options at fixed prices. Determining whether such options are considered distinct performance obligations that provide the customer with a material right and therefore should be accounted for separately requires significant judgment. Judgment is required to determine the standalone selling price for each renewal option to determine whether the renewal pricing is reflective of the standalone selling price or is reflective of a discount that would provide the customer with a material right. Based on the Company’s assessment of standalone selling prices, the Company determined that there were no significant material rights provided to its customers requiring separate recognition. The timing of revenue recognition may not align with the right to invoice the customer. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment, regardless of whether revenue has been recognized. Deferred revenue is primarily composed of fees related to QCaaS, which are generally billed in advance and recognized as revenue over the related subscription term. Unbilled receivables relate to revenue recognized for milestones completed under professional services contracts for which the related milestone billing has not yet occurred. In instances where the timing of revenue recognition differs from the timing of the right to invoice, the Company has determined that a significant financing component generally does not exist. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable way of purchasing the products and services and not to receive financing from or provide financing to the customer. Additionally, the Company has elected the practical expedient terms that permit an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. Payment terms on invoiced amounts are typically net 30 days. The Company does not offer rights of return for its services in the normal course of business and contracts generally do not include service-type warranties that provide any incremental service to the customer beyond providing assurance that the services conform to applicable specifications or customer-specific or subjective acceptance provisions. The Company also excludes from revenue government-assessed and imposed taxes on revenue-generating activities that are invoiced to customers. The Company has identified up to two performance obligations regularly included in arrangements involving the Leap Quantum Cloud (QCaaS) subscriptions and the D-Wave Launch professional services. The Company’s professional services are typically not coterminous with the QCaaS subscriptions. Revenue from QCaaS is recognized evenly over the contractual period, on a straight-line basis over the subscription term, beginning on the date that the service is made available to the customer. Professional services are recognized as they are earned based on the cost-to-cost cost-to-cost Contract assets and contract liabilities The timing of revenue recognition, billings and cash collections may result in accounts receivable, contract assets, and contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. A receivable is recorded in the period in which we provide services when we have an unconditional right to payment. Contract assets primarily relate to the value of services transferred to the customer for which the right to payment is not just dependent on the passage of time. Contract assets are transferred to accounts receivable when rights to payment become unconditional. A contract liability is recognized when the Company receives payment or has an unconditional right to payment in advance of the satisfaction of performance. The contract liabilities represent deferred service revenue, which is recorded when we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring services to the customer under the terms of a contract. Deferred service revenue typically results from fees related to the Company’s QCaaS platform. Cost to obtain and fulfilling contracts The Company has elected to apply the practical expedient to expense contract acquisition costs as incurred when the expected amortization period is one year or less. The Company capitalizes incremental costs incurred to fulfill its contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation(s) under the contract, and (iii) are expected to be recovered through revenue generated under the contract. The Company has not identified any costs that are incremental to the acquisition of customer contracts that would be capitalized as deferred costs on the balance sheet in accordance with ASC 340-40. 340-40 Cost of revenue Cost of revenue primarily consists of expenses related to delivering the Company’s services, including direct labor costs, direct services costs and depreciation and amortization related to the Company’s quantum computing systems and related software. Research and development costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including personnel costs, stock-based compensation, employee benefits, facility costs, depreciation, manufacturing expenses and all other costs for the Company’s hardware, software and engineering personnel who design and develop the Company’s quantum computing systems and research new quantum computing technologies. Unlike a standard computer, design and development efforts continue throughout the useful life of the Company’s quantum computing systems to ensure proper calibration and optimal functionality. Research and development expenses also include purchased hardware and software costs related to quantum computing systems constructed for research purposes that are not probable of providing future economic benefit and have no alternate future use. Advertising Costs Advertising cos | |
DPCM Capital, Inc [Member] | |||
Basis of presentation and Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Cash and marketable Securities Held in Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule2a-7of Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $16,596,320 were charged to temporary equity upon the completion of the Initial Public Offering. Transaction costs related to derivative liability incurred through the consolidated balance sheet date and directly related to the Initial Public Offering amounting to $381,556, were charged to operations upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At June 30, 2022 and December 31, 2021, the Class A common stock subject to redemption reflected in the condensed consolidated balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants $ (6,600,000 ) Class A common stock issuance costs $ (16,596,320 ) Plus: Accretion of carrying value to redemption value $ 23,196,320 Class A common stock subject to possible redemption at December 31, 2021 and March 31, 2022 $ 300,000,000 Plus: Remeasurement of carrying value to redemption value $ 114,082 Class A common stock subject to possible redemption at June 30, 2022 $ 300,114,082 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740-270-25-2 740-270-30-5. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.. Net Income (Loss) per Common Stock Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 18,000,000 shares of Class A common stock in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 4,474,154 $ 1,118,539 $ (1,067,166 ) $ (266,792 ) $ 1,736,152 $ 434,038 $ 11,251,250 $ 2,812,812 Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income (loss) per common stock $ 0.15 $ 0.15 $ (0.04 ) $ (0.04 ) $ 0.06 $ 0.06 $ 0.38 $ 0.38 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed consolidated balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 9). Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 9). In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheet as current or non-current net-cash | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities (as described in Note 8). Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Marketable Securities Held in Trust Account At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 and the private placement, $300 million was placed in the Trust Account and invested in money market funds that invest in U.S. government securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $16,596,320 were charged to temporary equity upon the completion of the Initial Public Offering. Transaction costs related to derivative liability incurred through the balance sheets date and directly related to the Initial Public Offering amounting to $381,556, were charged to operations upon the completion of the Initial Public Offering. Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815-40 re-measurement Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At December 31, 2020, the Class A common stock subject to redemption reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants $ (6,600,000 ) Class A common stock issuance costs $ (16,596,320 ) Plus: Accretion of carrying value to redemption value $ 23,196,320 Class A common stock subject to possible redemption $ 300,000,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID-19 Net Income (Loss) per Common Stock Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 18,000,000 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): Year Ended December 31, Year Ended December 31, For the period March 24, 2020 2021 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 19,396,302 $ 4,849,075 $ (17,839,941 ) $ (9,566,346 ) Denominator: Basic and diluted weighted average common stock outstanding 30,000,000 7,500,000 13,986,486 7,500,000 Basic and diluted net income (loss) per common stock $ 0.65 $ 0.65 $ (1.28 ) $ (1.28 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 10). In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, (Subtopic 470-20) (Subtopic 815-40): (“ASU 2020-06”), 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Revenue from contracts with cus
Revenue from contracts with customers | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from contracts with customers | 3. Revenue from contracts with customers Disaggregation of revenue The following table depicts the disaggregation of revenue by type of products or services and timing of transfer of products or services (in thousands): Years ended 2021 2020 Type of products or services QCaaS $ 4,424 $ 4,313 Professional services 1,786 426 Other revenue 69 421 Total revenue, net $ 6,279 $ 5,160 Timing of revenue recognition Revenue recognized over time $ 6,090 $ 4,688 Revenue recognized at a point in time 189 472 Total revenue, net $ 6,279 $ 5,160 Other revenue includes printed circuit board sales. Revenue by geographical markets is presented in Note 16 - Geographic areas. Changes in deferred revenue from contracts with customers were as follows (in thousands): Years ended 2021 2020 Balance at beginning of period $ 4,713 $ 4,921 Deferral of revenue 4,092 4,513 Recognition of deferred revenue (6,086 ) (4,721 ) Balance at the end of period $ 2,719 $ 4,713 Remaining performance obligations A significant number of the Company’s product and service sales are short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC 606-10-50-14 exempting As of December 31, 2021, the aggregate amount of remaining performance obligations that were unsatisfied or partially unsatisfied related to customer contracts was $2.7 million. This amount included deferred revenue on the Company’s consolidated balance sheets, of which approximately 98% is expected to be recognized to revenue in the next 12 months. As of December 31, 2020, the aggregate amount of remaining performance obligations that are unsatisfied or partially unsatisfied related to customer contracts was $4.7 million which included deferred revenue on the Company’s consolidated balance sheets, of which approximately 100% was expected to be recognized to revenue in the next 12 months. | |
DWave System [Member] | ||
Revenue from contracts with customers | 4. Revenue from contracts with customers Disaggregation of revenue The following table depicts the disaggregation of revenue by type of products or services and timing of transfer of products or services (in thousands): Three months 2022 2021 Type of products or services QCaaS $ 1,176 $ 961 Professional services 156 158 Other revenue 39 18 Total revenue, net $ 1,371 $ 1,137 Timing of revenue recognition Revenue recognized over the time $ 1,296 $ 1,099 Revenue recognized at a point in time 75 38 Total revenue, net $ 1,371 $ 1,137 Six months ended 2022 2021 Type of products or services QCaaS $ 2,560 $ 2,083 Professional services 464 429 Other revenue 59 34 Total revenue, net $ 3,083 $ 2,546 Timing of revenue recognition Revenue recognized over the time $ 2,957 $ 2,484 Revenue recognized at a point in time 126 62 Total revenue, net $ 3,083 $ 2,546 Other revenue includes printed circuit board sales. Revenue by geographical markets is presented in Note 11— Geographic areas. Contract balances The following table provides information about account receivable, contract assets and liabilities as of June 30, 2022 and December 31, 2021 (in thousands): June 30, December 31, 2022 2021 Contract assets: Trade account receivable $ 918 $ 421 Unbilled receivables, which are included in ‘Prepaid expenses and other current assets’ 41 17 Total contract assets 959 438 Contract liabilities: Deferred revenue, current 2,595 2,665 Deferred revenue, noncurrent 20 54 Customer deposit, which are included in ‘Accrued expenses and other current liabilities’ 21 21 Total contract liabilities $ 2,636 $ 2,740 Changes in deferred revenue from contracts with customers were as follows (in thousands): June 30, December 31, 2022 2021 Balance at beginning of period $ 2,719 $ 4,713 Deferral of revenue 2,906 4,092 Recognition of deferred revenue (3,010 ) (6,086 ) Balance at end of period $ 2,615 $ 2,719 Remaining performance obligations A significant number of the Company’s product and service sales are short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC 606-10-50-14 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. As of June 30, 2022, the aggregate amount of remaining performance obligations that were unsatisfied or partially unsatisfied related to customer contracts was $2.6 million. This amount included deferred revenue on the Company’s consolidated balance sheets, of which approximately 99% is expected to be recognized to revenue in the next 12 months. As of December 31, 2021, the aggregate amount of remaining performance obligations related to customer contracts that are unsatisfied or partially unsatisfied was $2.7 million which included deferred revenue on the Company’s consolidated balance sheets, of which approximately 98% was expected to be recognized to revenue in the next 12 months. |
Fair value of financial instrum
Fair value of financial instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial instruments | 4. Fair value of financial instruments As of December 31, 2021, there were no assets or liabilities measured at fair value. The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicating the level of the fair value hierarchy utilized to determine such fair values as of December 31, 2020 (in thousands): Fair value measurement as of Level 1 Level 2 Level 3 Assets Cash equivalents: Commercial paper $ — $ 11,063 $ — Total assets $ — $ 11,063 $ — Liabilities Other liabilities: Warrant liabilities — — — Total liabilities $ — $ — $ — During the years ended December 31, 2020, there were no transfers between Level 1, Level 2, and Level 3. |
Balance sheet details
Balance sheet details | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Balance sheet details | 5. Balance sheet details Inventories Inventories consisted of the following (in thousands): December 31, 2021 2020 Raw materials $ 2,103 $ 2,516 Work-in-process 11 5 Total inventories $ 2,114 $ 2,521 Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2021 2020 Prepaid expenses: Prepaid software $ 531 $ 469 Prepaid rent 151 187 Prepaid commissions 84 102 Prepaid services 125 179 Other 156 133 Other current assets: Security deposits 52 173 Unbilled receivables 17 10 Total prepaid expenses and other current assets $ 1,116 $ 1,253 Other noncurrent assets Other noncurrent assets consisted of the following (in thousands): December 31, 2021 2020 Investment in securities $ 1,169 $ 5 Long-term deposits 184 182 Total other noncurrent assets $ 1,353 $ 187 Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued expenses: Accrued professional services $ 1,953 $ 1,534 Accrued compensation and related benefits 1,108 1,211 Other accruals 318 147 Other current liabilities: Other payroll expenses 175 291 Customer deposits 21 — Current portion of long-term debt, net 39 — Total accrued expenses and other current liabilities $ 3,614 $ 3,183 | |
DWave System [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Balance sheet details | 5. Balance sheet details Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, 2022 2021 Accrued expenses: Accrued professional services $ 6,026 $ 1,953 Accrued compensation and related benefits 1,859 1,108 Other accruals 205 318 Other current liabilities: Other payroll expenses 149 175 Customer deposit 21 21 Current portion of equipment financing 35 39 Total accrued expenses and other current liabilities $ 8,295 $ 3,614 |
Property and equipment, net
Property and equipment, net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 6. Property and equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Quantum computer systems $ 13,425 $ 12,103 Lab equipment 6,645 6,315 Computer equipment 3,305 2,954 Leasehold improvements 1,074 1,072 Furniture and fixtures 316 316 Construction-in-progress 285 502 Total property and equipment 25,050 23,262 Less: Accumulated depreciation (21,801 ) (20,368 ) Property and equipment, net $ 3,249 $ 2,894 Depreciation expense for the years ended December 31, 2021, and 2020 was $1.4 million and $1.9 million, respectively. The Company has not acquired any property and equipment under capital leases. | |
DWave System [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 6. Property and equipment, net Property and equipment, net consisted of the following (in thousands): June 30, December 31, 2022 2021 Quantum computer systems $ 13,425 $ 13,425 Lab equipment 6,681 6,645 Computer equipment 3,352 3,305 Leasehold improvements 1,075 1,074 Furniture and fixtures 318 316 Construction-in-progress 374 285 Total property and equipment 25,225 25,050 Less: Accumulated depreciation (22,453 ) (21,801 ) Property and equipment, net $ 2,772 $ 3,249 Depreciation expense for the three month period ended June 30, 2022 and 2021 was $309,000 and $ respectively. Depreciation expense for the six month period ended June 30, 2022 and 2021 was $705,000 a leases. |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible assets, net | 7. Intangible assets, net Intangible assets, net consisted of the following (in thousands): December 31, 2021 2020 Capitalized software $ 1,087 $ 862 Other intangible assets 35 35 Total intangible assets 1,122 897 Less: Accumulated amortization (850 ) (749 ) Intangible assets, net $ 272 $ 148 Amortization expense for the years ended December 31, 2021 and 2020 was $101,000 and $64,000, respectively. |
Loans payable
Loans payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Short-term Debt [Line Items] | ||
Loans payable | 8. Loans payable, net As of December 31, 2021 and 2020, loans payable, net consisted of refundable government loans. The following table shows the component of loans payable, net (in thousands): December 31, 2021 2020 Loans payable, beginning of year $ 13,624 $ 5,555 SIF contribution 16,786 11,661 Payments (399 ) — TPC debt forgiveness — (3,873 ) Foreign exchange (gain) loss (167 ) 281 Loans payable, end of year $ 29,844 $ 13,624 Discount, beginning of year $ (11,948 ) $ — SIF discount on additional contribution (7,167 ) (11,199 ) TPC discount on additional contribution — (748 ) Government interest expense 1,728 232 Foreign exchange (gain) loss (4 ) (233 ) Discount, end of year $ (17,391 ) $ (11,948 ) Total Loans payable, net $ 12,453 $ 1,676 Short-term portion 220 355 Long-term portion 12,233 1,321 Total loans payable, net 12,453 1,676 TPC liability During the period from 2010 through 2021, the Company received funding totalling C$12.5 million from TPC. The obligation associated with that funding was required to be repaid on a fixed schedule due in May of each year. On November 23, 2020, the Company entered into an amendment which forgave C$5.0 million of unpaid accrued debt principal and interest owed from 2019 through 2020. During the year ended December 31, 2020, the Company recorded the debt forgiveness of $3.9 million in gain on debt extinguishment in the consolidated statement of operations and comprehensive loss. The amendment also waived the interest charge on the remaining C$ million of principal and revised the repayment schedule to C$ due annually on April 30, 2021, to April 30, 2025. This repayable contribution is repayable over years. The initial fair value of the TPC loan is determined %. Loans received under government funding agreements are recorded in the consolidated balance sheets as loans payable. SIF liability On November 20, 2020, the Company entered into an agreement with SIF, whereby SIF agreed to make a repayable contribution to the Company of up to C$40.0 million (“the Contribution”). Funds from the loan are to be used for projects involving the adaption of research findings for commercial applications that have the potential for market disruption; development of current product and services through the implementation of new or incremental technology that will enhance the Company’s competitive capability; and development of process improvements which reduce the environmental footprint of current production through the use of new or improved technologies. The annual repayment of the Contribution is calculated based upon a formula using the Company’s fiscal year revenue multiplied by a repayment rate. The contractual repayment period is 15 years and commences in the first year in which the Company reports annual revenue of $70.0 million (the “Benchmark Year”). In each of those years, an annual repayment amount is due. Each annual repayment must be paid by April 30 of the year following the year for which the annual repayment due will be calculated. If the Benchmark Year is not achieved within 14 years following the fiscal year in which the project is completed, the SIF loan is forgiven. The SIF loan is initially recorded at fair value, and subsequently at amortized cost. As the SIF contribution is interest free, the difference between the carrying value and initial fair value is recorded as government assistance on the consolidated statement of operations and comprehensive loss. The initial fair value of the SIF loan is determined by using a discounted cash flow analysis for the loan, which requires a number of assumptions. The significant assumptions used in determining the discounted cash flows include estimating the amount and timing of future revenue for the Company and the discount rate. The Company’s estimates of future revenues are derived from several significant assumptions including expected success of Leap TM Repayments of the SIF contributions could also be triggered upon default of the agreement, or termination of the agreement, or upon a change of control that has not been approved by the Canadian government. As of the date of these financial statements, the Company has applied for approval from the Canadian government for the transaction with DPCM and is awaiting final confirmation of approval. In the event approval is not granted, the drawn amount of the SIF loan becomes repayable. During the years ended December 31, 2021, and 2020, the Company recognized $3.1 million and $11.7 million, respectively, in research incentives receivable related to approved eligible expenditure claims from SIF. For the years ended December 31, 2021, and 2020 the difference (“discount”) between the book value and initial fair value totalling $7.2 million and $12.0 million was recorded as government assistance. During the year ended December 31, 2021, the carrying value of the loan increased by $3.8 million due to additional SIF contributions and a change in management’s forecast of future revenue . | |
DWave System [Member] | ||
Short-term Debt [Line Items] | ||
Loans payable | 7. Loans payable As of June 30, 2022, loans payable consisted of the refundable government loans and the Venture Loan. At December 31, 2021, loans payable consisted of refundable government loans. The following table shows the component of loans payable (in thousands): June 30, December 31, Loan payable, beginning of period $ 29,844 $ 13,624 SIF contribution — 16,786 Venture Loan 20,000 — Payments (398 ) (399 ) Interest on Venture Loan 606 — Final fee on Venture Loan 583 — Foreign exchange (gain) loss (452 ) (167 ) Loan payable, end of period $ 50,183 $ 29,844 Discount, beginning of period $ (17,391 ) $ (11,948 ) SIF discount on additional contribution — (7,167 ) Venture (130 ) — Interest expense 1,349 1,728 Foreign exchange (gain) loss 245 (4 ) Discount, end of period $ (15,927 ) $ (17,391 ) Total loans payable, end of period $ 34,256 $ 12,453 Short-term portion 21,353 220 Long-term portion 12,903 12,233 Total loans payable $ 34,256 $ 12,453 SIF liability On November 20, 2020, the Company entered into an agreement with SIF, whereby SIF agreed to make a repayable contribution to the Company of up to C$40.0 million (“the Contribution”). Funds from the loan are to be used for projects involving the adaption of research findings for commercial applications that have the potential for market disruption; development of current product and services through the implementation of new or incremental technology that will enhance the Company’s competitive capability; and development of process improvements which reduce the environmental footprint of current production through the use of new or improved technologies. The annual repayment of the Contribution is calculated based upon a formula using the Company’s fiscal year revenue multiplied by a repayment rate. The contractual repayment period is 15 years and commences in the first year in which the Company reports annual revenue of $70.0 million (the “Benchmark Year”). In each of those years, an annual repayment amount is due. Each annual repayment must be paid by April 30 of the year following the year for which the annual repayment due will be calculated. If the Benchmark Year is not achieved within 14 years following the fiscal year in which the project is completed, the SIF loan is forgiven. The SIF loan is initially recorded at fair value, and subsequently at amortized cost. As the SIF contribution is interest free, the difference between the carrying value and initial fair value is recorded as government assistance on the consolidated statement of operations and comprehensive loss. The initial fair value of the SIF loan is determined by using a discounted cash flow analysis for the loan, which requires a number of assumptions. The significant assumptions used in determining the discounted cash flows include estimating the amount and timing of future revenue for the Company and the discount rate. The Company’s estimates of future revenues are derived from several significant assumptions including expected success of Leap TM of 26% to discount the SIF loan. Should projected revenue not be achieved as predicted, the adjustment to the fair value of the SIF loan could be material. At June 30, 2022, the carrying value of the loan approximates its fair value. Repayments of the SIF contributions could also be triggered upon default of the agreement, or termination of the agreement, or upon a change of control that has not been approved by the Canadian government. The Canadian government approved the transaction with DPCM conditionally on May 9, 2022, with all conditions being satisfied on the closing date of the transaction. Venture Loan On March 3, 2022 the Company entered a Venture Loan and Security Agreement with PSPIB. Under this loan agreement, the Company may borrow up to an aggregate principal amount of $25.0 million in three tranches, subject to certain terms and conditions. The loan is subject to a per annum interest rate as published in the Wall Street Journal or any successor publication as the “prime rate” plus 7.25% provided that the Wall Street Journal prime rate is not less than 3.25% and if found to be less than 3.25%, such rate will be deemed to be 3.25 %. The maturity date of the loan is defined as the earliest of December 31, 2022 or the closing of the Business Combination, or the date of acceleration of such loan following an event of default. As of June 30, 2022, the Company received $20.0 million recorded in loan proceeds that were recorded in current loans payable in its condensed consolidated balance sheet, $15.0 million of which was received on March 3, 2022 and $5.0 million of which was received on June 30, 2022. All obligations under the Venture Loan were repaid upon the completion of the Business Combination on August 5, 2022. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | The Company leases real estate, including offices and manufacturing facilities and has entered into various other agreements with respect to assets used in conducting its business. The Company’s leases have remaining lease terms ranging from less than 1 year to 10 years. Some of the lease agreements contain rent holidays and rent escalation clauses that were included in the calculation of the right of use of assets and lease liabilities. The Company’s building leases are subject to annual operating cost charges that may change from time to time during the lease term. The Company’s lease liabilities are not remeasured as a result of changes to the operating costs; rather, these changes are treated as variable lease payments and recognized in the period in which the obligation for the payments was incurred. The annual operating costs are a non-lease In determining the initial values of the lease obligations, the Company made a number of assumptions, including using a weighted average discount rate of 18% or 20% and using the foreign exchange rate at the date of calculation in order to translate any foreign currency balances. For the year ended December 31, 2021, and 2020, the Company recorded operating lease costs of $1.3 and $1.4 million, respectively. The lease costs are reflected in the statement of operations and comprehensive loss as follow (in thousands): December 31, 2021 2020 Research and development $ 268 $ 268 General and administrative 1,057 1,158 Total lease costs $ 1,324 $ 1,426 The weighted-average remaining lease terms and discount rates for operating leases were as follows: December 31, 2021 2020 Weighted average remaining lease term in years 2.89 2.39 Weighted average discount rate (1) 18 % 20 % (1) For the lease contracts denominated in Canadian dollars, the discount rate was determined on a currency-equivalent basis. Future minimum operating lease payment under non-cancelable Year ending December 31, Operating 2022 $ 1,687 2023 1,384 2024 1,179 2025 1,212 2026 1,245 Thereafter 9,648 Total future minimum lease payments $ 16,355 |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
DPCM Capital, Inc. [Member] | ||
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
DPCM Capital, Inc. [Member] | ||
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,000,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. There were no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,000,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions | 13. Related party transactions In 2019, the Company entered into an agreement with a third-party consulting firm who also held options for common stock in the Company. Such agreement was not outstanding as of December 31, 2020. During the year ended December 31, 2020, the Company paid the third-party consulting firm $380,000 for advisory services, and the agreement expired on December 31, 2020. During the year ended December 31, 2021, the Company did not pay the third-party consulting firm for advisory services. As of December 31, 2021 and 2020, there were no open balances to the third-party consulting firm. In March 2022, the Company entered into a Venture Loan Agreement with PSPIB, in an aggregate principal amount of $25.0 million. PSPIB is an affiliate of Public Sector Pension Investment Board which holds 46.8%, on a fully diluted basis, of D-Wave Subsequent events. | |
DPCM Capital, Inc. [Member] | ||
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 22, 2020, the Company issued an aggregate of 5,750,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) for an aggregate purchase price of $25,000, for which the Company received payment for the Founder Shares on August 21, 2020. On August 18, 2020, the Sponsor transferred an aggregate of 80,000 Founder Shares to the Company’s independent directors for their original purchase price of approximately $0.004 per share. Subsequently, on August 27, 2020, the Sponsor transferred an aggregate of 70,000 Founder Shares to the Company’s special advisors for their original purchase price. These 150,000 Founder Shares were not subject to forfeiture in the event the underwriter’s over-allotment option was not exercised. On October 2, 2020, the Company effected a stock dividend per-share The Founder Shares included an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial stockholders would own, on an as-converted The initial stockholders have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned or sold until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any30-tradingday period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on October 20, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, utilities and secretarial and administrative support. For the three and six months ended June 30, 2022, the Company incurred $30,000 and $60,000 in fees for these services, respectively. support. For the three and six months ended June 30, 2021, the Company incurred $30,000 and $60,000 in fees for these services, respectively. As of June 30, 2022 and December 31, 2021, there were $200,000 and $140,000 of administrative fees included in accounts payable and accrued expenses in the accompanying balance sheets, respectively. Related Party Loans On February 28, 2022, the Sponsor issued an unsecured promissory note of up to $1,000,000 to an affiliate of the Sponsor (the “Sponsor Affiliate Note”), in connection with providing the Company with additional working capital. The Sponsor Affiliate Note is not convertible and bears no interest. The Sponsor Affiliate Note is due and payable upon the earlier of the date on which the Company consummates its initial Business Combination or the date that the winding up of the Company is effective. As of June 30, 2022, the Sponsor had borrowed a total of $200,000 under the Sponsor Affiliate Note, which amount was delivered to the Company for its working capital needs. On April 13, 2022, the Company issued an unsecured promissory note of up to $1,000,000 to the Sponsor (the “Sponsor Note”), of which $220,000 was funded by the Sponsor upon execution of the Sponsor Note, in connection with providing the Company with additional working capital. The Sponsor Note is not convertible and bears no interest. The Sponsor Note is due and payable upon the earlier of the date on which the Company consummates its initial Business Combination or the date that the winding up of the Company is effective. As of June 30, 2022 the Company had borrowed a total of $220,000 under the Sponsor Note. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 22, 2020, the Company issued an aggregate of 5,750,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) for an aggregate purchase price of $25,000, for which the Company received payment for the Founder Shares on August 21, 2020. On August 18, 2020, the Sponsor transferred an aggregate of 80,000 Founder Shares to the Company’s independent directors for their original purchase price of approximately $0.004 per share. Subsequently, on August 27, 2020, the Sponsor transferred an aggregate of 70,000 Founder Shares to the Company’s special advisors for their original purchase price. These 150,000 Founder Shares were not subject to forfeiture in the event the underwriter’s over-allotment option was not exercised. On October 2, 2020, the Company effected a stock dividend of 1,437,500 shares with respect to the Class B common stock, resulting in an aggregate of 7,187,500 Founder Shares issued and outstanding. On October 2, 2020, the Sponsor transferred 18,750 Founder Shares to one of the Company’s special advisors. On October 20, 2020, the Company effected a stock dividend of 1,437,500 shares with respect to the Class B common stock, resulting in an aggregate of 8,625,000 Founder Shares issued and outstanding. All shares and per-share The Founder Shares included an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial stockholders would own, on an as-converted The initial stockholders have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned or sold until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Services Agreement The Company entered into an agreement, commencing on October 20, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2021 and the period from March 24, 2020 (inception) through December 31, 2020, the Company incurred $120,000 and $20,000 for these services, respectively, of which $140,000 and $20,000 of such fees is included in accounts payable and accrued expenses in the accompanying December 31, 2021 and 2020 balance sheets, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021 and 2020 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
DPCM Capital, Inc [Member] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights Agreement Pursuant to a registration and stockholder rights agreement entered into on October 20, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The underwriter was entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred fee was placed in the Trust Account and was to be released to the underwriter only upon the completion of a Business Combination and (ii) the deferred fee would have been waived by the underwriter in the event that the Company did not complete a Business Combination. On June 15, 2022, UBS agreed to waive its entitlement to the deferred underwriting commission of $10,500,000 d $234,500 of income and $10,265,500 was recorded to additional paid-in capital in relation to the reduction of the deferred underwriter fee in the accompanying condensed financial statements. As of June 30, 2022 and December 31, 2021, the deferred underwriting fee payable is $0 and $10,500,000 , respectively. Transaction Agreement On February 7, 2022, the Company entered into a transaction agreement (as amended, the “Transaction Agreement”) with D-Wave D-Wave D-Wave company(“D-Wave”),relating D-Wave(the In connection with the Transaction, NewCo filed a registration statement on Form S-4 No. 333-263573) S-4”) Pursuant to the Transaction Agreement, among other things, (a) on the date of the closing of the Transaction (the “Closing”, and such date, the “Closing Date”), Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving company after the Merger, as a result of which the Company has become a direct, wholly owned subsidiary of NewCo, with the Company’s stockholders receiving shares of NewCo common stock, par value $0.01 per share (“NewCo Common Shares”), in the Merger; and (b) immediately following the Merger, by means of a statutory plan of arrangement under the Business Corporations Act D-Wave (“D-Wave D-Wave non-par D-Wave D-Wave D-Wave The Transaction was structured to provide the public stockholders that did not redeem their Public Shares with a pro rata right to a pool of up to an additiona l 5,000,000 NewCo Common Shares. None of the holders of the Founder Shares received the benefit of such additional shares. Upon the Closing, the public stockholders that did not elect to redeem their Public Shares in connection with the Transaction received 1.4541326 N r 1.4541326 NewCo Common Shares, at any time commencing 30 days after the Closing. The terms of the Transaction Agreement and other related ancillary agreements, including those briefly described below, are summarized in more detail in the Definitive Proxy Statement/Prospectus. Sponsor Support Agreement Concurrently with the execution of the Transaction Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor, NewCo and D-Wave, On June 16, 2022, the Sponsor, the Company, NewCo and D-Wave entered into the Amended and Restated Sponsor Support Agreement (the “A&R SSA”). Pursuant to the A&R SSA, the parties thereto agreed to amend and restate the Sponsor Support Agreement dated as of February 7, 2022 (the “Original SSA”) to, among other things, (i) vote in favor of the Transaction Agreement and the Transaction, (ii) reimburse or otherwise compensate the Company for an aggregate amount of fees, expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable (and not otherwise expressly allocated to D-Wave or any of its subsidiaries or any holder of D-Wave shares, D-Wave options or D-Wave warrants pursuant to the terms of the Transaction Agreement or any ancillary document), whether or not due, by the parties in connection with the negotiation, preparation or execution of the Transaction Agreement or any ancillary documents, the performance of its covenants or agreements in the Transaction Agreement or any ancillary document or the consummation of the Transaction, including any Company Expenses in excess of the sum of $6,750,000 and (iii) the forfeiture of 4,484,425 shares of the Company class B common stock. Transaction Support Agreements Concurrently with the execution of the Transaction Agreement, the Company entered into transaction support agreements with D-Wave D-Wave PIPE Subscription Agreements Concurrently with the execution of the Transaction Agreement, the Company entered into subscription agreements with NewCo and certain investors (collectively, the “PIPE Investors”), pursuant to which, among other things, each PIPE Investor subscribed to and agreed to purchase on the date of the closing of the Transaction (the “Closing Date”), and NewCo agreed to issue and sell to each such PIPE Investor on the Closing Date, the number of NewCo common shares (“PIPE Shares”) equal to the purchase price set forth therein, divided by $10.00 and multiplied by the Exchange Ratio (as defined in the Transaction Agreement), totaling $40.0 million of PIPE Shares in the aggregate, such that the PIPE Investors purchased 5,816,528 PIPE Shares in the aggregate. Financial Advisor Engagements On September 23, 2021, the Company engaged Citigroup Global Markets Inc. (“Citi”) as its capital markets advisor in connection with the Transaction. Pursuant to this engagement, the Company agreed to pay to Citi a capital markets advisory fee of $10,000,000 ($1,000,000 of which was payable in the sole discretion of the Company), contingent and payable upon the closing of the Transaction. On September 23, 2021, the Company engaged Citi and Morgan Stanley & Co. LLC (“Morgan Stanley”) as co-placement D-Wave On February 7, 2022, the Company engaged UBS Securities LLC (“UBS”) as its nonexclusive capital markets adviser. UBS was not entitled to any fee pursuant to this engagement. On May 13, 2022, (a) Citi resigned from its role as capital markets advisor to DPCM and waived any fees to which it was entitled pursuant to its engagement, including its capital markets advisory fee of $10,000,000 ($1,000,000 of which was payable in the sole discretion of the Company), and (b) each of Citi and Morgan Stanley resigned from their roles as co-placement agents in connection with the PIPE Financing and waived any fees to which they were entitled pursuant to their respective engagements, which would have been equal to 2.00% (for a total of 4.00%) of the gross proceeds received by the Company or NewCo upon consummation of the PIPE Financing (excluding any proceeds from PIPE Investors identified by Company or D-Wave without the involvement of Citi or Morgan Stanley); however no PIPE Investors that eventually participated in the PIPE Financing were sourced by Citi or Morgan Stanley. On May 20, 2022, UBS resigned from its role as capital markets advisor to DPCM (for which engagement it was not entitled to any fee). | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights Agreement Pursuant to a registration and stockholder rights agreement entered into on October 20, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred fee will be placed in the Trust Account and released to the underwriter only upon the completion of a Business Combination and (ii) the deferred fee will be waived by the underwriter in the event that the Company does not complete a Business Combination. Termination of Jam City Business Combination On May 19, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”) with VNNA Merger Sub Corp., a Delaware corporation and the Company’s direct, wholly-owned subsidiary (“VNNA Merger Sub”), Jam City, Inc., a Delaware corporation (“Jam City”), and New Jam City, LLC, a Delaware limited liability company and indirect, wholly-owned subsidiary of Jam City (“New JC LLC”), relating to the contemplated Business Combination between the Company and Jam City (the “Jam City Business Combination”). On July 23, 2021, the Company entered into a Termination of Business Combination Agreement (the “Termination Agreement”) with VNNA Merger Sub, the Sponsor, Jam City and New JC LLC, pursuant to which the parties agreed to mutually terminate the Business Combination Agreement effective as of July 23, 2021. As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and there is no liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Business Combination Agreement, and each of the transaction agreements entered into in connection with the Business Combination Agreement, including, but not limited to, (i) the Sponsor Support Agreement, dated as of May 19, 2021, by and among the Company, the Sponsor, Jam City and New JC LLC, (ii) the Stockholder Support Agreement, dated as of May 19, 2021, by and among the Company and certain stockholders of Jam City, and (iii) the subscription agreements entered into between the Company and certain investors concurrently with the execution of the Business Combination Agreement, dated as of May 19, 2021, were automatically either terminated in accordance with their terms or of no further force and effect. Pursuant to the Termination Agreement, subject to certain exceptions, the Company and Jam City also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Jam City Business Combination. The Company intends to continue to pursue a Business Combination. Financial Advisor Engagements On September 23, 2021, the Company engaged Citigroup Global Markets Inc. (“Citi”) as its capital markets advisor in connection with the Proposed Transaction. Pursuant to this engagement, the Company agreed to pay to Citi a capital markets advisory fee of $10,000,000 ($1,000,000 of which was payable in the sole discretion of the Company), contingent and payable upon the closing of the Proposed Transaction. On September 23, 2021, the Company engaged Citi and Morgan Stanley & Co. LLC (“Morgan Stanley”) as co-placement agents in connection with the transactions set forth in the PIPE Subscription Agreements (the “PIPE Financing”). Pursuant to this engagement, the Company agreed to pay to each of Citi and Morgan Stanley a placement fee equal to 2.00% (for a total of 4.00%) of the gross proceeds received by the Company upon consummation of the PIPE Financing (excluding any proceeds from PIPE Investors identified by the Company or D-Wave |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
DPCM Capital, Inc [Member] | ||
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted % of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
DPCM Capital, Inc [Member] | ||
WARRANT LIABILITIES | NOTE 8. WARRANT LIABILITIES As of June 30, 2022 and December 31, 2021, there were 10,000,000 Public Warrants and 8,000,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company will agree that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 . • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a30-tradingday If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the30-dayperiod after written notice of redemption is given, or an exemption from registration is available. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable | NOTE 8. WARRANT LIABILITIES As of December 31, 2021 and 2020, there were 10,000,000 Public Warrants and 8,000,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company will agree that as soon as practicable, but in no event later than twenty business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-dayperiod after written notice of redemption is given, or an exemption from registration is available. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax | 10. Income taxes Income tax expense The following table presents domestic and foreign components of loss before income taxes for the years ended December 31, 2021, and 2020 (in thousands): Years ended 2021 2020 Domestic $ (27,205 ) $ (7,784 ) International (4,340 ) (2,235 ) Net loss before income taxes $ (31,545 ) $ (10,019 ) Significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2021, and 2020 are as follows: Years ended 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 59,916 $ 54,018 Research and development credit carryforwards 13,675 12,003 Scientific research and experimental development deductions 23,071 20,137 Depreciation and amortization 5,634 5,256 Convertible notes (4 ) 1,156 Deferred revenue 165 401 Other accruals and reserves 730 440 Total deferred tax assets 103,187 93,411 Valuation Allowance (97,143 ) (89,139 ) Total deferred tax assets, net $ 6,044 $ 4,272 Deferred tax liabilities: Marketable securities (315 ) — Loans payable (5,729 ) (4,272 ) Total deferred tax liabilities (6,044 ) (4,272 ) Net deferred tax assets $ — $ — The effective tax rate differs from the statutory rate, primarily due to the Company’s history of incurring losses, which have not been utilized, the foreign rate differential related to subsidiary earnings, and other permanent differences. Years ended 2021 2020 Federal and provincial statutory tax rate 27 % 27 % Foreign losses taxed at different rates 0 % 1 % Research and development credits 0 % (3 )% Permanent differences (2 )% 18 % Other 1 % 7 % Change in valuation allowance (26 )% (50 )% Effective tax rate 0 % 0 % Realization of deferred tax assets is dependent upon future earnings, if any, the timing and the amount of which are uncertain. As of December 31, 2021, the Company maintained a valuation allowance with respect to its subsidiaries’ net operating losses that it believes is more likely than not that the deferred tax asset will not be realized. The Company will continue to reassess the valuation allowance annually and if future evidence allows for a partial or full release of the valuation allowance, a tax benefit will be recorded accordingly. As of December 31, 2021, the Company had Canadian tax losses carried forward of approximately $155.7 million that will expire between 2027 and 2041 as well as Scientific Research and Experimental Development expenditures of approximately $100.3 million that can be carried forward indefinitely, which are available to be applied against future taxable income. In addition, the Company has investment tax credits of approximately $13.5 million that will expire between 2023 and 2041 that are available to be applied against future Canadian federal income taxes payable. The Company also has US tax losses carried forward of approximately $43.9 million which may be applied against future taxable income, of which $18.4 million will expire between 2032 and 2037, while $25.5 million can be carried forward indefinitely. Future utilization of US tax losses carried forward is subject to certain limitations under the Internal Revenue Code (IRC), including limitations under IRC section 382. The Company has not performed a full analysis under IRC section 382. |
DPCM Capital, Inc [Member] | |
Income Tax | NOTE 9 — INCOME TAX The Company’s net deferred tax assets (liability) at December 31, 2021 and 2020 are as follows: December 31, December 31, 2021 2020 Deferred tax assets (liability) Net operating loss carryforward $ 25,292 $ 72,074 Startup/Organizational Expenses 816,763 — Unrealized gain on marketable securities (889 ) (12,280 ) Total deferred tax assets 841,166 59,794 Valuation Allowance (841,166 ) (59,794 ) Deferred tax assets (liability), net $ — $ — The income tax provision for the year ended December 31, 2021 and for the period March 24, 2020 through December 31, 2020 consists of the following: December 31, December 31, 2021 2020 Federal Current $ 10,424 $ — Deferred (682,641 ) (59,794 ) State and Local Current — — Deferred (98,731 ) — Change in valuation allowance 781,372 59,794 Income tax provision $ 10,424 $ — As of December 31, 2021 and 2020, the Company had $106,299 and $343,209 of U.S. federal and state net operating loss carryovers available to offset future taxable income. Federal and state net operating loss can be carried forward indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $781,372. For the period from March 24, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $59,794. A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2021 and for the period March 24, 2020 through December 31, 2020 is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.0 % State taxes, net of federal tax benefit 2.79 % 0.0 % Change in fair value of warrants (27.38 )% (20.5 )% Transaction costs allocable to warrants 0.00 % (0.3 )% Business combination expense 0.46 % 0.0 % True ups 0.04 % 0.0 % Valuation allowance 3.13 % (0.2 )% Income tax provision 0.04 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers Florida to be a significant state tax jurisdiction. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
DPCM Capital, Inc [Member] | ||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At June 30, 2022, assets held in the Trust Account were comprised of $300,623,778 in U.S. Treasury Securities and $3,122 in cash. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, Level December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 300,626,900 1 $ 300,183,322 Liabilities: Warrant Liabilities – Public Warrants 1 $ 3,500,000 1 $ 5,993,000 Warrant Liabilities – Private Placement Warrants 2 2,800,000 2 $ 4,794,400 The Warrants are accounted for as liabilities in accordance with ASC 815-40 The Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Warrants as of each relevant date. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2021, assets held in the Trust Account were comprised of $ 300,182,974 348 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Level December 31, Assets: Marketable securities held in Trust Account 1 $ 300,183,322 1 $ 300,058,477 Liabilities: Warrant Liability – Public Warrants 1 $ 5,993,000 3 $ 21,500,000 Warrant Liability – Private Placement Warrants 2 4,794,400 3 $ 17,200,000 The Warrants are accounted for as liabilities in accordance with ASC 815-40 The Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Warrants as of each relevant date. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The estimated fair value of the Level 3 Warrants was determined based upon the following significant inputs: December 31, Exercise price $ 11.50 Stock price $ 10.41 Volatility 28.4 % Term 5.00 Risk-free rate 0.39 % Dividend yield 0.00 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ 17,200,000 $ 21,500,000 $ 38,700,000 Change in fair value (12,240,000 ) (15,507,000 ) (27,912,600 ) Transfers to Level 1 — (5,993,000 ) (5,993,000 ) Transfers to Level 2 (4,794,400 ) — (4,794,400 ) Fair value as of December 31, 2021 $ — $ — $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was approximately $6.0 million. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the year ended December 31, 2021 was approximately $4.8 million. |
Common stock and non-redeemable
Common stock and non-redeemable convertible preferred stock | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Common stock and non-redeemable convertible preferred stock | 11. Common stock and non-redeemable convertible preferred stock The Company’s capital structure consists of common shares and non-redeemable convertible preferred stock. As of December 31, 2021 and 2020, the Company was authorized to issue an unlimited The Company’s non-redeemable convertible preferred shares as of December 31, 2021 consisted of the following (in thousands, except share and per share data): Non-redeemable convertible preferred stock Shares Shares issued Original Carrying Class A Unlimited 27,065,219 $ 1.75 $ 47,336 Class B1 Unlimited 52,700,609 1.75 119,977 Class B2 Unlimited 29,000,000 1.75 23,000 Class B3 Unlimited 29,000,000 0.00001 0.29 Issuance costs (432 ) Total preferred stock Unlimited 137,765,828 $ 189,881 The Company’s non-redeemable convertible preferred stock as of December 31, 2020 consisted of the following (in thousands, except share and per share data): Non-redeemable convertible preferred stock Shares Shares issued Original Carrying Class A Unlimited 27,065,219 $ 1.75 $ 47,336 Class B1 Unlimited 52,700,609 1.75 119,977 Class B2 Unlimited 29,000,000 1.75 23,000 Class B3 Unlimited 29,000,000 0.00001 0.29 Issuance costs (432 ) Total preferred stock Unlimited 137,765,828 $ 189,881 The Company’s non-redeemable convertible preferred stock contains the following rights: Dividends The holders of Class A Preferred Shares (“Class A”) are entitled, subject to the rights of the Class B1 Preferred Share (“Class B1”) holders, the Class B2 Preferred Share (“Class B2”) holders and holders of any other class of shares entitled to receive dividends in priority or concurrently with the holders of the Common Shares, to receive dividends if, as and when declared by the Board of Directors (“BOD”). The holders of Class B1 are entitled, concurrently with holders of the Class B2 and holders of any other class of shares entitled to receive dividends in priority or concurrently with the holders of the Common Shares and the Class A, to receive dividends if, as and when declared by the BOD. The holders of Class B3 Preferred Shares (“Class B3”) shall in no circumstances be entitled to receive any dividends from the Company, whether on a dissolution event or otherwise, and the BOD of the Company shall not declare any dividends on the Class B3. As of December 31, 2021 and 2020, no dividends have been declared by the Company. Liquidation rights Upon liquidation, dissolution, or winding up of the Company, or upon certain change of control or asset sale events where holders of not less than rds of the outstanding voting preferred shares of the Company have not elected otherwise, the holders of the outstanding Class B shall be entitled to receive, pari passu with the holders of the Class B and prior and in preference to any distribution to the holders of the Class A and Common Share, an amount per share equal to the greater of (i) times the original issue price plus any dividends accrued but unpaid thereon, or (ii) an amount that would have been paid had such shares been converted into Common Shares immediately prior to such liquidation or deemed liquidation. After distribution to the Class B2 and Class B1 holders, holders of the Class A shall be entitled to receive, prior and in preference to any distribution to the holders of Common Shares, an amount per share equal to the greater of (i) the original issue price plus any dividends declared but unpaid thereon, or (ii) an amount that would have been payable had such share been converted into Common Shares immediately prior to such liquidation or deemed liquidation. The remaining assets will be distributed to holders of the Company’s Common Share. In the event of any dissolution event, the holders of Class B3 Preferred Shares then outstanding shall not be entitled to participate and share in any distribution of the property or assets of the Company. Conversion Each Class A, Class B and Class B will be convertible, at the option of its holder, at any time and from time to time, and without the payment of additional consideration by its holder, into such number of fully paid and non-assessable Common Shares as is determined by dividing the Class A, Class B and Class B original issue price by the respective Class A, Class B and Class B conversion price in effect at the time of conversion. The Class A, Class B and Class B conversion price will initially be equal to $ and is subject to adjustment. Upon either (i) that date and time which is immediately prior to a public offering of Common Shares with a concurrent listing on The Toronto Stock Exchange, the New York Stock Exchange or quotation for trading on Nasdaq (National Market) or such other stock exchange having received the approval of the directors of the Company which raises aggregate gross proceeds (prior to deduction of any underwriting discounts and registration expenses) of not less than $40 million at a price per Common Share that values the Company at not less than $250 million (a “Qualified IPO”), or (ii) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of Class A, Class B1 or Class B2 holding at least 2/3rds of the shares of such class, then (a) all outstanding shares of such class will automatically be converted into Common Shares, at the then effective conversion rate and (b) such shares may not be reissued by the Company. No shareholder will (i) convert any number of Class B2 unless such shareholder causes the same number of Class B3 (on a one-for-one one-for-one Redemption In the event of a deemed liquidation event or a Qualified IPO the holders of the Class B3 shall not be entitled to any payment, dividend, or distribution of securities, or to participate and share in any distribution of the property of assets of the Company, and immediately prior to a deemed liquidation event or the listing of the securities of the Company pursuant to a Qualified IPO, all of the Class B3 will be deemed null and void and cancelled, without any payment or other distribution whatsoever to the holders of the Class B3 (the “Cancellation Date”). For certainty, from and after the Cancellation Date, the Class B3 shall not be entitled to exercise any of the rights of shareholders in respect thereof. Voting Rights The holders of Class A, Class B1, Class B2 and Class B3 are entitled to receive notice of, and to attend, all meetings of the shareholders of the Company and to that number of votes equal to the number of whole Common Shares into which the Class A, Class B1, Class B2 and Class B3 held by such holder are convertible as of the record date for determining shareholders entitled to vote on such matter, at all meetings of shareholders, except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series, and will vote together with the holders of Common Shares and the Voting Preferred Shares on an as-converted |
Stock-based compensation
Stock-based compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 12. Stock-based compensation In connection with a transaction between entities under common control by which the Company became the reporting entity in April 2020, the Board of Directors approved the 2020 Equity Incentive Plan (the “New Plan”) by which options granted under the New Plan were presenting similar commercial terms of the options granted under the D-Wave Options granted under the Plan generally vest over four years with a one-year Stock option valuation The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. • Risk-Free Interest Rate non-inflation-indexed • Expected Term • Expected Volatility • Expected dividend Yield • Fair Value of Underlying Common Stock Years ended 2021 2020 Expected dividend yield 0% 0% Expected volatility 56% 45% Expected term (years) 8.53 9.41 Risk-free interest rate 0.87% 0.43% Common stock option activity The following table summarizes the Company’s stock option activity during the periods presented (in thousands except share and per share data): Number of Weighted Weighted Aggregate Balance as of December 31, 2020 12,654,807 0.81 9.38 — D-Wave 4,369,866 0.82 — — D-Wave (105,203 ) 0.81 — — D-Wave (171,204 ) 0.81 — — D-Wave (412,132 ) 0.81 — — Balance as of December 31, 2021 16,336,134 0.81 8.55 80,179 Options unvested as of December 31, 2021 6,943,273 0.81 8.53 77,423 Options exercisable as of December 31, 2021 9,392,861 0.81 8.20 46,116 The aggregate intrinsic value of stock options was calculated as the difference between the exercise price of the stock options and the estimated fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The weighted average grant date fair values per share of stock options granted during the years ended December 31, 2021 and 2020 were $1.99 and $0.35, respectively. The total fair values of the stock options vested during the years ended December 31, 2021 and 2020 were $1,733,745 and $1,035,000, respectively. A continuity of the Company’s United States dollar common stock warrants issued and outstanding is as follows: Number Weighted Number of Weighted Balance as of December 31, 2020 617,972 1.75 3,247,637 1.92 Granted during the period — — — — Expired during the period — — — — Exercised during the period — — — — Balance as of December 31, 2021 617,972 1.75 3,247,637 1.92 The Company did not record any movements during the year ended December 31, 2021. As of December 31, 2021, the following United States dollar common stock warrants were outstanding and exercisable: Number of Weighted Expiry Date Number 617,972 $ 1.75 14-April-22 617,972 Total, December 31, 2021 617,972 $ 1.75 617,972 As of December 31, 2021, the following United States dollar preferred stock warrants were outstanding and exercisable: Number of Weighted Expiry Date Number 3,247,637 $ 1.92 29-Nov-26 1,299,055 Total, December 31, 2021 3,247,637 $ 1.92 1,299,055 Stock-based compensation The following table summarizes the stock-based compensation expense classified in the consolidated statements of operations and comprehensive loss as follows (in thousands): Years ended 2021 2020 Research and development $ 338 $ 1,513 General and administrative 1,164 1,346 Sales and marketing 237 130 Total stock-based compensation $ 1,739 $ 2,989 | |
DWave System [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 8. Stock-based compensation Stock option valuation The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. • Risk-Free Interest Rate non-inflation-indexed • Expected Term • Expected Volatility • Expected Dividend Yield • Fair Value of Underlying Common Stock . Because the Company’s common stock is not yet publicly traded, the Company must estimate the fair value of common stock. The Board of Directors considers numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered include, but are not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s Convertible Redeemable Preferred Stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. There were Six months ended 2022 2021 Expected dividend yield — 0 % Expected volatility — 50 % Expected term (years) — 6.08 Risk-free interest rate — 0.83 % Common stock option activity The following table summarizes the Company’s stock option activity during the periods presented (in thousands except share and per share data): Number of Weighted Weighted Aggregate Balance as of December 31, 2021 16,336,134 0.81 8.55 80,179 Granted — — Exercised (174,378 ) 0.81 Forfeited (840,002 ) 0.81 Expired (11,077 ) 0.81 Balance as of June 30, 2022 15,310,677 0.81 7.96 75,144 Unvested as of June 30, 2022 4,698,271 0.81 7.77 73,479 Exercisable as of June 30, 2022 10,612,406 0.81 7.43 52,098 The aggregate intrinsic value of stock options was calculated as the difference between the exercise price of the stock options and the estimated fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The weighted average grant date fair values per share of stock options granted during the six months ended June 30, 2022 was nil as no stock options were granted. The weighted average grant date fair values per share of stock options granted during the six months ended June 30, 2021 was 0.62. The total fair values of the stock options vested during the six months ended June 30, 2022 and 2021 was $1,703,000 and $535,000 respectively. Common stock warrants On April 14, 2022 , 617,972 common stock warrants with an exercise price of $1.75 expired. As of June 30, 2022 there ar e no c Preferred stock warrants The Company did not record any movements during the six months ended June 30, 2022. As of June 30, 2022, the following United States dollar preferred stock warrants were outstanding and exercisable: Number of Weighted Expiry Date Number 3,247,637 $ 1.92 29-Nov-26 1,299,055 Total, June 30, 2022 3,247,637 $ 1.92 1,299,055 Stock-based compensation The following table summarizes the stock-based compensation expense classified in the consolidated statements of operations and comprehensive loss as follows (in thousands): Three months ended 2022 2021 Research and development $ 117 $ 58 General and administrative 641 74 Sales and marketing 58 37 Total stock-based compensation $ 816 $ 169 Six months ended 2022 2021 Research and development $ 210 $ 88 General and administrative 1,270 173 Sales and marketing 120 69 Total stock-based compensation $ 1,600 $ 330 |
Earnings per share
Earnings per share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings per share | 15. Earnings per share The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): For the years ended December 31, 2021 2020 Numerator: Net Income $ (31,545 ) $ (10,019 ) Denominator: Weighted-average shares outstanding, basic and diluted 111,911,127 121,358,989 Net loss per share, basic and diluted $ (0.28 ) $ (0.08 ) As of December 31, 2021 and 2020, the Company’s potentially dilutive securities were the stock options and warrants to purchase common stock and preferred stock. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. For the years ended 2021 2020 Options to purchase common shares 16,336 12,655 Warrants to purchase common shares 618 618 Warrants for preferred shares 3,248 3,248 | |
D-Wave Systems Inc. [Member] | ||
Earnings per share | 10. Earnings per share The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): For the three month period ended 2022 2021 Numerator: Net loss $ (13,198 ) $ (4,668 ) Denominator: Weighted-average common shares outstanding, basic and 112,023,503 111,877,937 Net loss per share, basic and diluted $ (0.12 ) $ (0.04 ) For the six month period 2022 2021 Numerator: Net loss $ (24,815 ) $ (13,496 ) Denominator: Weighted-average common shares outstanding, basic and diluted 111,981,014 111,865,630 Net loss per share, basic and diluted $ (0.22 ) $ (0.12 ) As of June 30, 2022 and 2021, the Company’s potentially dilutive securities were stock options and the Warrant Shares. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities (upon conversion) that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: June 30, December 31, Options to purchase common stock 15,311 16,336 Warrants to purchase common stock — 618 Warrants for Preferred shares 3,248 3,248 |
Geographic areas
Geographic areas | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Geographic areas | 16. Geographic areas The following table presents a summary of revenue by geography for the years ended December 31, 2021 and 2020: For the years ended 2021 2020 United States $ 3,425 $ 3,119 Japan 1,614 1,630 Germany 741 155 Other 499 256 Total revenue $ 6,279 $ 5,160 Other includes EMEA, Canada and Australia. The following table sets forth the long-lived assets, consisting of property and plant, net, and operating lease right-of-use December 31, 2021 2020 Canada $ 11,251 $ 4,984 United States 576 858 Total long-lived assets $ 11,827 $ 5,842 As of December 31, 2021 and 2020, substantially all of the Company’s long-lived assets are located in Canada and in the United States. Significant customers The Company had significant customers during the year ended December 31, 2021 and 2020. A significant customer is defined as one that makes up ten percent or more of total revenues in a particular year or ten percent of outstanding accounts receivable balance as of the year end. December 31, 2021 2020 Customer A 15 % 22 % Customer B 13 % 17 % Customer C 12 % 10 % As of December 31, 2021 and 2020 there were no significant customers with ten percent or more of outstanding accounts receivable balances. | |
D-Wave Systems Inc. [Member] | ||
Geographic areas | 11. Geographic areas The following table presents a summary of revenue by geography for the three and six month periods ended June 30, 2022 and 2021: Three months ended 2022 2021 United States $ 655 $ 622 Japan 282 354 Germany 257 65 Other 177 96 Total revenue $ 1,371 $ 1,137 Six months ended 2022 2021 United States $ 1,439 $ 1,325 Japan 709 921 Germany 520 127 Other 415 173 Total revenue $ 3,083 $ 2,546 Other includes EMEA not including Russia or Ukraine, Canada and Australia. The following table sets forth the long-lived assets, consisting of property and plant, net, and operating lease right-of-use June 30, December 31, Canada $ 10,463 $ 11,251 United States 427 576 Total long-lived assets $ 10,890 $ 11,827 As of June 30, 2022 and December 31, 2021, substantially all of the Company’s long-lived assets are located in Canada and in the United States. Significant customers The Company had significant customers during the three and six month periods ended June 30, 2022 and 2021. A significant customer is defined as one that comprises up to ten percent or more of total revenues in a particular year or ten percent of outstanding accounts receivable balance as of the year end. Three months ended 2022 2021 Customer A 17 % 18 % Customer B 14 % 13 % Customer C 11 % 11 % Six months ended 2022 2021 Customer A 15 % 20 % Customer B 14 % 12 % Customer C 10 % 10 % As of June 30, 2022 and 2021, there were no significant customers that comprised ten percent or more of outstanding accounts receivable balances. All revenues derived from major customers above are included in the United States and Germany during the three and six month periods ended June 30, 2022 and the United States and Japan during the three and six month periods ended June 30, 2021. |
Commitment and contingencies
Commitment and contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitment and contingencies | 14. Commitment and contingencies Warrant Transaction Agreements In November 2020, contemporaneously with a revenue arrangement, DWSI entered into a contract, pursuant to which DWSI agreed to issue to a customer a warrant to acquire up to 3,247,637 shares of Class A Preferred Share (the “Warrant Preferred Shares”), subject to certain vesting events. As the warrant was issued in connection with an existing commercial agreement with a customer, the value of the warrant was determined to be consideration payable to the customer and consequently will be treated as a reduction to revenue recognized under the corresponding revenue arrangement. Approximately 40% of the Warrant Preferred Shares vested and became immediately exercisable on August 13, 2020. The remaining Warrant Preferred Shares will vest and become exercisable upon satisfaction of certain milestones based on revenue generated under the commercial agreement with the customer, to the extent certain prepayments are made by the customer. The exercise price for the Warrant Preferred Shares is $1.92 per share and the warrant is exercisable through November 29, 2026. The fair value of the Warrant Preferred Shares at the date of issuance was determined to be $1.1 million. During the year ended December 31, 2021, no Warrant Preferred Shares were vested or probable of vesting. As of December 31, 2020, Warrant Preferred Shares with a fair value of $451,000 were vested. During the year ended December 31, 2020, $451,000 of the warrant was recorded into cost of revenue. In April 2020, DWSI entered into a contract pursuant to which DWSI agreed to issue to a customer a warrant to acquire a fixed number of 617,972 shares in the capital stock of DWSI (“Warrant Common Share” and collectively with the Warrant Preferred Shares, the “Warrant Shares”), at a fixed price of $1.75 per Warrant Common Share. As of December 31, 2021, and 2020, no Warrant Common Shares were vested or probable of vesting. The Company estimated the fair value of Warrant Shares on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each warrant. The estimated fair value of Class A Preferred Shares and common stock was based on the Class A Preferred Shares and common stock offering price due to its proximity to the grant date of the Warrant Shares. The estimated term is based on the contractual life of the Warrant Shares. The remaining assumptions were developed consistent with the methodologies described further in Note 12 - Share Based Compensation The Warrant Preferred Shares are presented in the permanent equity on the balance sheets as the underlying shares are not redeemable, as discussed further in Note 11 - Common stock and non-redeemable convertible preferred stock. Litigation From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims. In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Company’s products when used for their intended purposes infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim. | |
DWave System [Member] | ||
Commitment and contingencies | 9. Commitment and contingencies Warrant Transaction Agreements In November 2020, contemporaneously with a revenue arrangement, the Company entered into a contract, pursuant to which the Company agreed to issue to a customer a warrant to acquire up to 3,247,637 shares of Class A Preferred Share (the “Warrant Preferred Shares”), subject to certain vesting requirements. As the warrant was issued in connection with an existing commercial agreement with a customer, the value of the warrant was determined to be consideration payable to the customer and consequently will be treated as a reduction to revenue recognized under the corresponding revenue arrangement. Approximatel y 40 % of the Warrant Preferred Shares vested and became immediately exercisable on August 13, 2020. The remaining Warrant Preferred Shares will vest and become exercisable upon satisfaction of certain milestones based on revenue generated under the commercial agreement with the customer, to the extent certain prepayments are made by the customer. As of June 30, 2022, these revenue-based milestones have yet to be met. The exercise price for the Warrant Preferred Shares is $1.92 per share and the warrant is exercisable through November 29, 2026. The fair value of the Warrant Preferred Shares at the date of issuance was determined to be $1.1 million. During the year ended December 31, 2021, no Warrant Preferred Shares were vested or probable of vesting. As of December 31, 2020, Warrant Preferred Shares with a fair value of $451,000 were vested and recorded into cost of revenue. In April 2020, the Company entered into a contract pursuant to which the Company agreed to issue to a customer a warrant to acquire 617,972 shares of the Company’s common stock (“Warrant Common Share” and collectively with the Warrant Preferred Shares, the “Warrant Shares”), at a fixed price of $1.75 per Warrant Common Share. During the six month period ended June 30, 2022, no Warrant Common Shares were exercised prior to the expiration date. The Company estimated the fair value of Warrant Shares on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each warrant. The estimated fair value of Class A Preferred Shares and common stock was based on the Class A Preferred Shares and common stock offering price due to its proximity to the grant date of the Warrant Shares. The estimated term is based on the contractual life of the Warrant Shares. The remaining assumptions were developed consistent with the methodologies described further in Note 12— Share Based Compensation Lease obligation In November 2021, the Company amended a building lease to extend the term by ten years and six months through December 31, 2033 . The lease amendment constituted a modification as it extended the original lease term and required evaluation of the remeasurement of the lease liability and corresponding right-of-use right-of-use Litigation From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims. In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Company’s products when used for their intended purposes infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim. As of June 30, 2022 and 2021, the Company has not been subject to any litigation or pending litigation claims. |
Subsequent events
Subsequent events | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent events | 4. Subsequent Event The Company evaluated subsequent events and transactions that occurred after the balance sheet data up to the date that the condensed consolidated financial statements were issued. Except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Business Combination On August 5, 2022, in accordance with the Transaction Agreement, the Company acquired % of the outstanding equity interests of DPCM and D-Wave D-Wave D-Wave Combination will be accounted for as a reverse recapitalization whereby D-Wave On August 8, 2022, in connection with the close of the Business Combination, the Company Shares, as defined below, and the warrants to purchase Company Shares (the “Company Warrants”) were listed and began trading on the New York Stock Exchange under the symbols “QBTS” and “QBTS.WS”, respectively. The Company Warrants arose from the Business Combination and reflect the Warrants from D-Wave Systems as discussed in Note 9 of D-Wave Systems’ condensed consolidated financial statements. 2022 Equity Incentive Plan On August 5, 2022, the DPCM stockholders considered and approved the D-Wave D-Wave D-Wave Employee Stock Purchase Plan On August 5, 2022, the DPCM stockholders considered and approved the D-Wave D-Wave | 17. Subsequent events The Company has evaluated all events occurring through March 15, 2022, the date on which the consolidated financial statements were issued, and during which time, nothing has occurred outside the normal course of business operations that would require disclosure except the following: Venture loan and security agreement. On March 3, 2022 (the “Effective Date”), the Company entered into the Venture Loan and Security Agreement (the “Venture Loan Agreement”), by and between D-Wave, D-Wave D-Wave D-Wave D-Wave The first tranche in an aggregate principal amount of $15.0 million was advanced on the Effective Date. Subject to certain terms and conditions being satisfied, the second tranche in an aggregate principal amount of $5.0 million will be advanced prior to June 30, 2022 and the third tranche in an aggregate principal amount of $5.0 million will be advanced prior to November 15, 2022. All advances outstanding under the Venture Loan Agreement will bear interest at a rate equal to the greater of either (i) the Prime Rate (as reported in The Wall Street Journal) plus 7.25%, and (ii) 10.5%. Interest on the outstanding advances is payable monthly, on the first business day of each calendar month through the earliest of December 31, 2022 and the closing of the Merger (the “Maturity Date”). The Company will pay an end of term charge of 5.0% of the aggregate amount of the advances made under the Venture Loan Agreement on the earliest date of (i) the Maturity Date; (ii) the date that the Company prepays all of the outstanding principal in full, or (iii) the date the loan payments are accelerated due to an event of default (as defined in the Venture Loan Agreement). The Venture Loan Agreement is secured by a first-priority security interest in substantially all of the Company’s assets and contains certain operational covenants. As of the date of the proxy statement/prospectus, the Company was in compliance with all covenants under our Venture Loan Agreement. | |
DPCM Capital, Inc [Member] | |||
Subsequent events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On August 2, 2022, Stockholders holding 29,097,787 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $291,365,553.22 (approximately $10.01 per share) was removed from the Company’s Trust Account to pay such stockholders. On August 5, 2022, the Company completed the Transaction, as described in Note 6. | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Transaction Agreement On February 7, 2022, the Company entered into a transaction agreement (the “Transaction Agreement”) with D-Wave (“NewCo”), DWSI Holdings Inc., a Delaware corporation and a direct, wholly-owned subsidiary of NewCo (“Merger Sub”), DWSI Canada Holdings ULC, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of NewCo (“CallCo”), D-Wave D-Wave (“D-Wave”), D-Wave The Transaction Agreement contains customary representations and warranties, covenants and closing conditions, including, but not limited to, approval by the Company’s stockholders of the Transaction Agreement and the Proposed Transaction. Sponsor Support Agreement Concurrently with the execution of the Transaction Agreement, the Company entered into a sponsor support agreement with the Sponsor, NewCo and D-Wave, Transaction Support Agreements Concurrently with the execution of the Transaction Agreement, the Company entered into transaction support agreements with D-Wave D-Wave PIPE Subscription Agreements Concurrently with the execution of the Transaction Agreement, the Company entered into subscription agreements with NewCo and certain investors (collectively, the “PIPE Investors”), pursuant to which, among other things, each PIPE Investor subscribed to and agreed to purchase on the date of the Closing (the “Closing Date”), and NewCo agreed to issue and sell to each such PIPE Investor on the Closing Date, the number of NewCo common shares (“PIPE Shares”) equal to the purchase price set forth therein, divided by $10.00 and multiplied by the Exchange Ratio (as defined in the Transaction Agreement), totaling $40.0 million of PIPE Shares in the aggregate, in each case, on the terms and subject to the conditions set forth therein. | |
DWave System [Member] | |||
Subsequent events | 12. Subsequent events The Company has evaluated all events occurring through August 26 On August 5, 2022, in accordance with the Transaction Agreement, D-Wave % of the outstanding equity interests of DPCM and the Company. In line with the Transaction Agreement, the Company became an indirect subsidiary of D-Wave. D-Wave paid-in-capital D-Wave costs. On August 5, 2022 the Company repaid the Venture Loan including accrued interest totaling $20.8 million. In addition to the $20.8 million, the Company paid a $1.0 million final payment fee to PSPIB. Pursuant to the agreement entered into with the Investor on June 16, 2022, the Company paid the Investor a Commitment Fee entirely in Common Shares, in two tranches consisting o f 127,180 and 254,360 Common Shares issued on August 5, 2022 and August 25, 2022, respectively. |
Basis of presentation and Sum_2
Basis of presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Use of Estimate | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes as of the date of the consolidated financial statements. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts, and experience. The Company’s accounting estimates and assumptions may change over time in response to COVID-19 | |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting and consulting fees incurred through the balance sheet date that are directly related to the Merger mentioned in Note 1 – Description of the business | |
Operating segment | Operating segment Operating segments are defined as components of an enterprise for which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating and evaluating financial performance. As such, the Company views its operations and manages its business in one operating and reportable segment (See Note 16 - Geographic areas | |
Foreign currency translation and transactions | Foreign currency translation and transactions The Company’s reporting currency is the US dollar. Generally, the functional and reporting currency of its international subsidiaries is the currency of their primary economic environment. Accordingly, all foreign balance sheet accounts have been translated into the U.S. dollars using the rate of exchange at the respective balance sheet date. Components of the consolidated statements of operation and comprehensive loss have been translated at the average exchange rate for the year or the corresponding period. Translation gains and losses are recorded in accumulated other comprehensive loss as a component of stockholders’ equity. Gains or losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in the consolidated statements of operations and comprehensive loss. For the years ended December 31, 2021, and 2020, the Company recorded $608,000 and $623,000 in foreign currency transaction gains, respectively, in other income in its consolidated statements of operations and comprehensive loss. | |
Cash and cash equivalents | Cash and cash equivalents The Company’s cash and cash equivalents consists of money held in demand depositary accounts and highly liquid investments, including commercial papers with original maturities of three months or less at the date of the purchase. The carrying amount of cash and cash equivalents was $9.5 million and $21.3 million as of December 31, 2021, and 2020, respectively, which approximates fair value and was determined based upon Level 1 inputs. The Company’s short-term investments, including commercial papers included in cash equivalents are carried at fair market value based on market quotes and other observable inputs (Level 2 inputs). The following table provides a reconciliation of cash and cash equivalents on the consolidated balance sheets to the totals presented on the consolidated statement of cash flows (in thousands): December 31, 2021 2020 Cash $ 9,483 $ 10,272 Cash equivalents - commercial papers — 11,063 Total cash and cash equivalents on the consolidated statements of cash flows $ 9,483 $ 21,335 | |
Income Taxes | Income taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the estimated future tax consequences of events that have been included in the consolidated financial statements or in the Company’s tax returns. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax bases of assets and liabilities using the enacted tax rates and laws in effect for the years in when the differences are expected to reverse. Deferred income taxes are classified as current or non-current, To the extent that new information becomes available, which causes the Company to change its judgment regarding the adequacy of tax liabilities or valuation allowances, such changes will impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. The Company follows the authoritative guidance under ASC 740, which clarifies the accounting for uncertainty in tax positions recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. | |
Net income (loss) per share | Net income (loss) per share The Company calculates earnings per share using the two-class Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares outstanding for the period, including potential dilutive shares assuming the dilutive effect of outstanding stock options and of convertible preferred stock. For periods in which the Company has reported net losses, diluted net loss per common share is the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive . | |
Fair Value of Financial Instruments | Fair value of financial instruments Certain assets and liabilities are carried at fair value under US GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, trade accounts receivable, net, trade accounts payable and accrued expenses approximate their fair values (Level 1). The Company carries its marketable investments at cost, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments by the same issuer, as they represent investments in privately held companies for which there are no quoted market prices. As of December 31, 2021, and 2020, the Company estimates the fair value of its securities denominated in Canadian dollars to be C$10.2 million for both periods presented, and its securities denominated in United States dollars to be $1.2 million and $279,000, respectively. The carrying value of its securities as of December 31, 2021, and 2020 was $1.2 million and $5,000, respectively and is included in other assets on the consolidated balance sheet. | |
Concentration of credit risk and other risks and uncertainties | Concentration of credit risk and other risks and uncertainties Credit risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with major and reputable financial institutions. Deposits held with the financial institutions may exceed the amount of insurance provided by the Canadian Deposit Insurance Corporation on such deposits but may be redeemed upon demand. The Company performs periodic evaluations of the relative credit standing of the financial institutions. With respect to accounts receivable, the Company monitors the credit quality of its customers as well as maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. Concentration risk Agreements which potentially subject the Company to concentration risk consist principally of three customer agreements. For the year ended December 31, 2021, 15% of the Company’s total revenue was earned from a single customer, 13% was earned from a second customer and 12% was earned from a third customer. For the year ended December 31, 2020, 22% of the Company’s total revenue was earned from a single customer, 17% was earned from a second customer and 10% was earned from a third customer. Foreign currency risk The Company’s customers are located in the United States, Japan, Europe, Canada and other locations; therefore, foreign exchange risk exposures arise from transactions denominated in currencies other than the functional and reporting currency (United States dollars). To date, a majority of the Company’s sales have been denominated in United States dollars and a significant portion of the Company’s operating expenses are denominated in Canadian dollars. The Company also purchases certain of its key manufacturing inputs in Euros. As the Company expands its presence in international markets, the Company’s results of operations and cash flows may increasingly be subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. To date, the Company has not entered into any hedging arrangements to minimize the impact of these fluctuations in the exchange rates. The Company will reassess its approach to manage our risk relating to fluctuations in currency rates. The Company does not believe that foreign currency risk had a material effect on its business, financial condition, or result of operations during the periods presented. Inflation Risk We do not believe that inflation had a significant impact on our results of operations for any periods presented in our consolidated financial statements. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs, and our inability or failure to do so could harm our business, financial condition, and results of operations. | |
Government assistance | Government assistance US GAAP for profit-oriented entities does not define government assistance; nor is there specific guidance applicable to government assistance. During the years ended 2021 and 2020, the Company received various forms of government assistance including (i) government grants (ii) investment credits, and (iii) government loans, for research and development initiatives from Canadian government agencies. The Company recognizes grants and investment tax credits relating to qualifying scientific research and development expenditures as a reduction of the related eligible expenses (research and development expenses) in its consolidated statement of operations and comprehensive loss. Grants and investment tax credits are recognized in the period during which the related qualifying expenses are incurred, provided that the conditions under which the grants and investment tax credits have been met. The Company recognizes grants and investment tax credits in an amount equal to the estimated qualifying expenses incurred in each period multiplied by the applicable reimbursement percentage. Grants and investment tax credits that are recognized upon incurring qualifying expenses in advance of receipt of grant funding or proceeds from research and development incentives are recorded in the consolidated balance sheets as research incentives receivable. In circumstances where the grants received relates to prior period eligible expenses, the Company recognizes them as government assistance in its consolidated statement of operations and comprehensive loss in the current period. During the year ended December 31, 2020, the Company recorded Sustainable Development Technology Canada and BC Innovative Clean Energy (“SDTC”) grants of $7.6 million, as an offset to its research and development expenses in its consolidated statements of operations and comprehensive loss. The Company did not record any SDTC grants during the year ended December 31, 2021. During the years ended December 31, 2021, and 2020, the Company recorded a Scientific Research and Experimental Development (“SR&ED”) investment tax credit of $1.5 million and $2.1 million, respectively, as an offset to its research and development expenses in its consolidated statements of operations and comprehensive loss. The Company has received government loans under funding agreements that bear interest at rates that are below market rates of interest or interest-free. The Company accounts for the imputed benefit arising from the difference between a market rate of interest and the rate of interest charged as additional grant funding, and records interest expense for the loans at a market rate of interest. On the date that loan proceeds are earned, the Company recognizes the portion of the loan proceeds allocated to grant funding as a discount to the carrying value of the loan and as other liability, which is subsequently recognized as additional government assistance upon draw down of the qualified loan amounts. During the year ended December 31, 2021, the Company recorded the interest benefit on Strategic Innovation Fund (“SIF”) government loans for $7.2 million, as government assistance in its consolidated statements of operations and comprehensive loss. During the year ended December 31, 2020, the Company recorded the interest benefit on SIF and Technology Partnership of Canada (“TPC”) government loans for $12.0 million, as government assistance in its consolidated statements of operations and comprehensive loss. See Note 8 – Loans payable | |
Revenue recognition | Revenue recognition The Company recognizes revenue in accordance with Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) 340-40, The standard was adopted on a full retrospective method on January 1, 2018. The adoption of ASC 606 had no impact on the Company and as such there was no recorded transition adjustment. The core principle of ASC 606 is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To support this core principle, the Company applies the following five step approach: • Identify the contract with the customer • Identify the performance obligations • Determine the transaction price • Allocate the transaction price to the performance obligations • Recognize revenue when (or as) the entity satisfies a performance obligation The Company generates revenue through subscription sales to access its Quantum Computing as a Service (“QCaaS”) cloud platform and from professional services related to the practical applications of quantum computing technology to solve its customers’ business challenges, to develop quantum proofs-of-concepts, re-sellers re-seller re-sellers’ re-seller mark-up When the Company determines that its contracts with customers contain multiple performance obligations, for these arrangements, the Company allocates the transaction price based on the relative standalone selling price (“SSP”) method by comparing the SSP of each distinct performance obligation to the total value of the contract. The Company uses a range of amounts to estimate SSP for products and services sold together in a contract to determine whether there is a discount to be allocated based on the relative SSP of the various products and services. In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, the Company determines the SSP using information that may include market conditions and other observable inputs. Standalone selling price is typically established as a range. In situations in which the stated contract price for a performance obligation is outside of the applicable standalone selling price range and has a different pattern of transfer to the customer than the other performance obligations in the contract, the Company will reallocate the total transaction price to each performance obligation based on the relative standalone selling price of each. At times, the Company may sell bundled services that include professional services, QCaaS and training. For these bundled arrangements, the Company’s selling prices associated with QCaaS and training are observable, predictable and consistent. Accordingly, the Company uses the residual method under which the total transaction price and observable SSP of the QCaaS and training performance obligations are used to arrive at the estimated SSP of the professional services performance obligation. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue is recorded based on the transaction price. The Company’s contracts with customers may include renewals or other options at fixed prices. Determining whether such options are considered distinct performance obligations that provide the customer with a material right and therefore should be accounted for separately requires significant judgment. Judgment is required to determine the standalone selling price for each renewal option to determine whether the renewal pricing is reflective of the standalone selling price or is reflective of a discount that would provide the customer with a material right. Based on the Company’s assessment of standalone selling prices, the Company determined that there were no significant material rights provided to its customers requiring separate recognition. The timing of revenue recognition may not align with the right to invoice the customer. The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment, regardless of whether revenue has been recognized. Deferred revenue is primarily composed of fees related to QCaaS, which are generally billed in advance and recognized as revenue over the related subscription term. Unbilled receivables relate to revenue recognized for milestones completed under professional services contracts for which the related milestone billing has not yet occurred. In instances where the timing of revenue recognition differs from the timing of the right to invoice, the Company has determined that a significant financing component generally does not exist. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable way of purchasing the products and services and not to receive financing from or provide financing to the customer. Additionally, the Company has elected the practical expedient terms that permit an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. Payment terms on invoiced amounts are typically net 30 days. The Company does not offer rights of return for its services in the normal course of business and contracts generally do not include service-type warranties that provide any incremental service to the customer beyond providing assurance that the services conform to applicable specifications or customer-specific or subjective acceptance provisions. The Company also excludes from revenue government-assessed and imposed taxes on revenue-generating activities that are invoiced to customers. The Company has identified up to two performance obligations regularly included in arrangements involving the Leap Quantum Cloud (QCaaS) subscriptions and the D-Wave Launch professional services. The Company’s professional services are typically not coterminous with the QCaaS subscriptions. Revenue from QCaaS is recognized evenly over the contractual period, on a straight-line basis over the subscription term, beginning on the date that the service is made available to the customer. Professional services are recognized as they are earned based on the cost-to-cost cost-to-cost Contract assets and contract liabilities The timing of revenue recognition, billings and cash collections may result in accounts receivable, contract assets, and contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. A receivable is recorded in the period in which we provide services when we have an unconditional right to payment. Contract assets primarily relate to the value of services transferred to the customer for which the right to payment is not just dependent on the passage of time. Contract assets are transferred to accounts receivable when rights to payment become unconditional. A contract liability is recognized when the Company receives payment or has an unconditional right to payment in advance of the satisfaction of performance. The contract liabilities represent deferred service revenue, which is recorded when we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring services to the customer under the terms of a contract. Deferred service revenue typically results from fees related to the Company’s QCaaS platform. Cost to obtain and fulfilling contracts The Company has elected to apply the practical expedient to expense contract acquisition costs as incurred when the expected amortization period is one year or less. The Company capitalizes incremental costs incurred to fulfill its contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation(s) under the contract, and (iii) are expected to be recovered through revenue generated under the contract. The Company has not identified any costs that are incremental to the acquisition of customer contracts that would be capitalized as deferred costs on the balance sheet in accordance with ASC 340-40. 340-40 | |
Recently adopted accounting standards and amendments and Recent accounting pronouncements not yet adopted | Recently adopted accounting standards and amendments The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as private companies, including early adoption when permissible. With the exception of standards, the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as private companies, as indicated below. In June 2016, the FASB issued ASU 2016-13, available-for-sale 2016-13 In August 2018, the FASB issued ASU 2018-13, 2018-13 2019-08, 2019-08 | |
Transaction between entities under common control | Transaction between entities under common control In April 2020, DWSI was formed with the primary objective of facilitating additional financing from existing shareholders and additional investors. Old D-Wave, D-Wave D-Wave T h Company was able to achieve this additional financing in April 2020 through the issuance of DWSI’s Class B Preferred Stock. DWSI issued 11,787,320 Class B1 Preferred Stock, 13,142,857 Class B2 Preferred Stock and Class B Preferred Stock for $ million of proceeds. The DWSI newly non-redeemable convertible preferred stock issue price was $ per share for Class B1 and Class B2 Preferred Stock and $ for Class B Preferred Stock. The Transaction D-Wave) D-Wave paid-in Amalgamation of Old D-Wave In order to simplify the corporate structure of DWSI Holdings Inc. and to reduce administrative costs, effective January 1, 2021, the Company completed a vertical short-form amalgamation pursuant to the British Columbia Business Corporations Act D-Wave. D-Wave D-Wave D-Wave The amalgamation did not have a significant effect on the business and operations of D-Wave. | |
Comprehensive loss | Comprehensive loss Comprehensive loss consists of two components, net loss and other comprehensive loss. The Company’s other comprehensive loss consists of foreign currency translation adjustments that result from consolidation of its foreign entities. | |
Trade accounts receivable, net | Trade accounts receivable, net Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company periodically reviews the need for an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and the Company’s customers’ respective financial conditions, the amounts of receivables in dispute and the current receivables aging and current payment patterns. To the extent identified, account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, the Company’s customers have proven to be credit worthy. As of December 31, 2021, and 2020, the Company did not recognize any material write-offs and has not | |
Inventories | Inventories Inventories are stated at the lower of cost, using the weighted average cost method, or net realizable value. Inventory that is obsolete or in excess of forecasted usage is written down to its estimated net realizable value based on the assumptions about future demand and market conditions. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory. Inventories include raw materials, which consist of parts and supplies used in the Company’s manufacturing process and research and development activities as well as service parts for the Company’s quantum computer systems, work-in-process goods. | |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and impairment. Depreciation is recognized using the straight-line method over the estimated useful lives of the depreciable property, or for leasehold improvements, the remaining term of the lease, whichever is shorter. Costs for capital assets not yet placed into service are capitalized as construction-in-progress Estimated Useful Lives Quantum computer systems 5 years Lab equipment 5 years Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of expected lease term or estimated useful life Upon sale or retirement of the assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statement of operations and comprehensive loss. Expenditures for general maintenance and repairs are expensed as incurred. | |
Internally developed software | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. The Company did not record any impairment loss on long-lived assets during the years ended December 31, 2021 and 2020. | |
Leases | Leases The Company adopted ASC 842, Leases (“ASC 842”) as of January 1, 2018. ASC 842 was adopted using the modified retrospective transition approach, with no restatement of prior periods or cumulative adjustments to the use-of-hindsight to and non-lease components The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from a lease. ROU assets and operating lease liabilities are recognized at the commencement date based on the present value of the future minimum lease payments over the lease term. Operating lease ROU assets also include the impact of any lease incentives. Amendments to a lease are assessed to determine if it represents a lease modification or a separate contract. Lease modifications are reassessed as of the effective date of the modification using an incremental borrowing rate based on the information available at the commencement date. For modified leases, the Company also reassesses the lease classification as of the effective date of the modification. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The Company’s lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option in the measurement of its ROU assets and liabilities. The Company considers contractual-based factors such as the nature and terms of the renewal or termination, asset-based factors such as physical location of the asset and entity-based factors such as the importance of the leased asset to the Company’s operations to determine the lease term. The Company generally uses the base, non-cancelable, lease right-of-use | |
Cost of revenue | Cost of revenue Cost of revenue primarily consists of expenses related to delivering the Company’s services, including direct labor costs, direct services costs and depreciation and amortization related to the Company’s quantum computing systems and related software. | |
Research and development costs | Research and development costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including personnel costs, stock-based compensation, employee benefits, facility costs, depreciation, manufacturing expenses and all other costs for the Company’s hardware, software and engineering personnel who design and develop the Company’s quantum computing systems and research new quantum computing technologies. Unlike a standard computer, design and development efforts continue throughout the useful life of the Company’s quantum computing systems to ensure proper calibration and optimal functionality. Research and development expenses also include purchased hardware and software costs related to quantum computing systems constructed for research purposes that are not probable of providing future economic benefit and have no alternate future use. | |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are primarily included in sales and marketing expenses in the consolidated statements of operations and comprehensive loss. During the years ended December 31, 2021, and 2020, these costs were $887,000 and $1.0 million, respectively. | |
Stock-based compensation | Stock-based compensation The Company measures its stock-based awards made to employees based on the estimated fair value of the awards as of the grant date using the Black-Scholes option-pricing model. Stock-based compensation expense is recognized over the requisite service period using the straight-line method and is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the grant date and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expenses to non-employees instruments issued, using the Bl a non-employees is remeasured each period as the underlying options vest. The Black-Scholes option-pricing model requires the use of subjective assumptions, which determine the fair value of share-based awards, including the fair value of the Company’s common stock, the option’s expected term, the price volatility of the underlying common stock, risk-free interest rates, and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the stock awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. | |
Common stock valuations | Common stock valuations The Company obtained third-party valuations to estimate the fair value of its common stock for purposes of measuring stock-based compensation expense. The third-party valuations were prepared using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants (“AICPA”) Accounting & Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (“Practice Guide”). In accordance with the Practice Guide, the Company considered the following methods for allocating the enterprise value across its classes of capital stock to determine the fair value of its common stock at each valuation date. • Option Pricing Method (“OPM”). The OPM estimates the value of the common equity of D-Wave using the various inputs in the Black-Scholes option pricing model. The OPM treats the rights of the holders of common stock as equivalent to that of call options on any value of the enterprise above certain break points of value based upon the liquidation preferences of the holders of D-Wave preferred stock, as well as their rights to participation, and the stock prices of the outstanding options. Thus, the value of the common stock can be determined by estimating the value of its portion of each of these call option rights. Under this method, the common stock has value only if the funds available for distribution to stockholders exceed the value of the liquidation preference at the time of a liquidity event, such as a merger or sale. Given the common stock represents a non-marketable equity interest in a private enterprise, an adjustment to the preliminary value estimates had to be made to account for the lack of liquidity that a stockholder experiences. This adjustment is commonly referred to as a discount for lack of marketability (“DLOM”) . • Probability-Weighted Expected Return Method (“PWERM”). The PWERM employs additional information not used in the OPM, including various market approach calculations depending upon the likelihood of various discrete future liquidity scenarios, such as the sale of D-Wave D-Wave For financial reporting purposes, the Company also retrospectively assessed the deemed fair value of its common stock used for calculating and recording stock-based compensation charges after considering the fair value reflected on subsequent valuation reports and other facts and circumstances on the date of grant. The Company used a linear interpolation method to estimate the fair value between valuation dates. The Company believes that the linear interpolation methodology provides the most reasonable basis for the valuation of its common stock because the Company did not identify any significant events that occurred during the intervening periods that would have caused a material change in fair value. In addition to considering the results of these third-party valuation reports, our board of directors used assumptions based on various objective and subjective factors, combined with management judgment, to determine the fair value of our common stock as of each grant date, including: • the prices at which the Company sold shares of non-redeemable convertible preferred stock and the superior rights and preferences of the non-redeemable convertible preferred stock relative to its common stock at the time of each grant: • external market conditions affecting the research and development industry and trends within the industry. • the Company’s stage of development and business strategy • the Company’s financial condition and operating results, including its levels of available capital resources, and forecasted results. • developments in the Company’s business. • the progress of the Company’s research and development efforts. • equity market conditions affecting comparable public companies; and • general market conditions and the lack of marketability of its common stock. Application of these approaches involves the use of estimates, judgment and assumptions that are subjective, such as those regarding the Company’s expected future revenue, expenses and future cash flows, discount rates, market multiples, the selection of comparable companies and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact the Company’s valuations as of each valuation date and may have a material impact on the valuation of its common stock. | |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted In December 2019, the FASB issued ASU 2019-12, Income 2019-12 is effective Company in the first quarter of 2021 and early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt, Debt (Subtopic 470-20) and (Subtopic 815-40) Accounting 2020-06 | |
DWave System [Member] | ||
Basis of Presentation | Basis of Presentation The Company has prepared the accompanying financial statements in accordance with U.S. GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company. All intercompany accounts and transactions have been eliminated upon consolidation. | Principles of consolidation The consolidated financial statements include the accounts of the Company. All intercompany accounts and transactions have been eliminated on consolidation. |
Use of Estimate | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes as of the date of the co The Company’s accounting estimates and assumptions may change over time in response to COVID-19 | |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting and consulting fees incurred through the balance sheet date that are directly related to the Business Combination that was completed on August 5, 2022, as described in Note 12— Subsequent events. million of transaction costs related to deferred offering costs in its consolidated balance sheets. | |
Operating segment | Operating segment Operating segments are defined as components of an enterprise for which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating and evaluating financial performance. As such, the Company views its operations and manages its business in one operating and reportable segment (See Note 11— Geographic areas | |
Foreign currency translation and transactions | Foreign currency translation and transactions The Company’s reporting currency is the U.S. dollar. Generally, the functional and reporting currency of its international subsidiaries is the currency of their primary economic environment. Accordingly, all foreign balance sheet accounts have been translated into the U.S. dollars using the rate of exchange at the respective balance sheet date. Components of the consolidated statements of operation and comprehensive loss have been translated at the average exchange rate for the year or the corresponding period. Translation gains and losses are recorded in accumulated other comprehensive loss as a component of stockholders’ equity. Gains or losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in the consolidated statements of operations and comprehensive loss. For the three months ended June 30, 2022 and 2021, the Company recorded $562,000 and , respectively of foreign currency transaction gain in its consolidated statements of operations and comprehensive loss. For the six months ended June 30, 2022 and 2021, the Company recorde d $366,000 and in foreign currency transaction gain, respectively, in other income in its consolidated statements of operations and comprehensive loss. | |
Cash and cash equivalents | Cash and cash equivalents The Company’s cash and cash equivalents consists of money held in demand depositary accounts. The carrying amount of cash and cash equivalents wa million as of June 30, 2022 and December 31, 2021, respectively, which approximates fair value and was determined based upon Level 1 inputs. The Company did not hold short-term investments as of June 30, 2022 and December 31, 2021. The increase in cash and cash equivalents from December 31, 2021 to June 30, 2022 was primarily the result of the Company receiving 20.0 million in financing through the Venture Loan with PSPIB. | |
Fair Value of Financial Instruments | Fair value of financial instruments Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, trade accounts receivable, net, trade accounts payable and accrued expenses approximate their fair values (Level 1). The Company carries its marketable investments at cost, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments by the same issuer, as they represent investments in privately held companies for which there are no quoted market prices. As of June 30, 2022 and December 31, 2021, the Company estimated the fair value of its securities denominated in Canadian dollars to be C $10.2 million for both periods presented, and its securities denominated in United States dollars to be $1.2 million and $279,000, respectively. The carrying value of its securities as of June 30, 2022 was $1.2 million and $5,000, respectively and is included in other assets on the consolidated balance sheet. The Company did not have any transf | |
Concentration of credit risk and other risks and uncertainties | Concentration risk Agreements which potentially subject the Company to concentration risk consist principally of three customer agreements. During the three month period ended June 30, 2022, the Company earned 17%, 14% and 11 % of its total revenue from three customers. During the three month period ended June 30, 2021, the Company earned 18%, 13% and 11 % of its total revenue earned from three customers. During the six month period ended June 30, 2022, the Company earned 15%, 14% and 10 % of its total revenue from three customers. During the six month period ended June 30, 2021, the Company earne d 20%, 12% and 10 % of its total revenue from three customers. | |
Government assistance | Government assistance The Company receives various forms of government assistance including (i) government grants (ii) investment credits, and (iii) government loans, for research and development initiatives from Canadian government agencies. The Company recognizes grants and investment tax credits relating to qualifying scientific research and development expenditures as a reduction of the related eligible expenses (research and development expenses) in its condensed consolidated statement of operations and comprehensive loss. Grants and investment tax credits are recognized in the period during which the related qualifying expenses are incurred, provided that the conditions under which the grants and investment tax credits have been met. The Company recognizes grants and investment tax credits in an amount equal to the estimated qualifying expenses incurred in each period multiplied by the applicable reimbursement percentage. Grants and investment tax credits that are recognized upon incurring qualifying expenses in advance of receipt of grant funding or proceeds from research and development incentives are recorded in the condensed consolidated balance sheets as research incentives receivable. In circumstances where the grants received relate to prior period eligible expenses, the Company recognizes them as government assistance in its condensed consolidated statement of operations and comprehensive loss in the current period. During the three months ended June 30, 2022 and 2021, the Company recorded a Scientific Research and Experimental Development (“SR&ED”) investment tax credit o f $0.4 million in 2022 and 2021 as an offset to its research and development expenses in its condensed consolidated statements of operations and comprehensive loss. During the six months ended June 30, 2022 and 2021, the Company recorded a Scientific Research and Experimental Development (“SR&ED”) investment tax credit of $0.8 million and $0.6 million, respectively, as an offset to its research and development expenses in its condensed consolidated statements of operations and comprehensive loss The Company has received government loans under funding agreements that bear interest at rates that are below market rates of interest or interest-free. The Company accounts for the imputed benefit arising from the difference between a market rate of interest and the rate of interest charged as additional grant funding, and records interest expense for the loans at a market rate of interest. On the date that loan proceeds are earned, the Company recognizes the portion of the loan proceeds allocated to grant funding as a discount to the carrying value of the loan and as other liability, which is subsequently recognized as additional government assistance upon draw down of the qualified loan amounts. | |
Revenue recognition | Revenue recognition The Company recognizes revenue in accordance with Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) 340-40, The standard was adopted on a full retrospective method on January 1, 2018. The adoption of ASC 606 had no impact on the Company and as such there was no recorded transition adjustment. The core principle of ASC 606 is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To support this core principle, the Company applies the following five step approach: • Identify the contract with the customer • Identify the performance obligations • Determine the transaction price • Allocate the transaction price to the performance obligations • Recognize revenue when (or as) the entity satisfies a performance obligation The Company generates revenue through subscription sales to access its Quantum Computing as a Service (“QCaaS”) cloud platform and from professional services related to the practical applications of quantum computing technology to solve its customers’ business challenges, to develop quantum proofs-of-concepts, re-sellers re-seller re-sellers’ re-seller mark-up Revenue from QCaaS is recognized evenly over the contractual period, on a straight-line basis over the subscription term, beginning on the date that the service is made available to the customer. Professional services are recognized as they are earned based on the terms of the contract or based on the cost-to-cost cost-to-cost | |
Recently adopted accounting standards and amendments and Recent accounting pronouncements not yet adopted | Recently adopted accounting standards and amendments D-Wave D-Wave Recent accounting pronouncements not yet adopted In November 2021, the FASB issued ASU No. 2021-10, Disclosures by Business Entities about Government Assistance 2021-10 | |
DPCM Capital, Inc [Member] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimate | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities (as described in Note 8). Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no |
Cash and marketable Securities Held in Trust Account | Cash and marketable Securities Held in Trust Account At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule2a-7of | Marketable Securities Held in Trust Account At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 and the private placement, $300 million was placed in the Trust Account and invested in money market funds that invest in U.S. government securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 | Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815-40 re-measurement |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $16,596,320 were charged to temporary equity upon the completion of the Initial Public Offering. Transaction costs related to derivative liability incurred through the consolidated balance sheet date and directly related to the Initial Public Offering amounting to $381,556, were charged to operations upon the completion of the Initial Public Offering. | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $16,596,320 were charged to temporary equity upon the completion of the Initial Public Offering. Transaction costs related to derivative liability incurred through the balance sheets date and directly related to the Initial Public Offering amounting to $381,556, were charged to operations upon the completion of the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At June 30, 2022 and December 31, 2021, the Class A common stock subject to redemption reflected in the condensed consolidated balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants $ (6,600,000 ) Class A common stock issuance costs $ (16,596,320 ) Plus: Accretion of carrying value to redemption value $ 23,196,320 Class A common stock subject to possible redemption at December 31, 2021 and March 31, 2022 $ 300,000,000 Plus: Remeasurement of carrying value to redemption value $ 114,082 Class A common stock subject to possible redemption at June 30, 2022 $ 300,114,082 | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At December 31, 2020, the Class A common stock subject to redemption reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants $ (6,600,000 ) Class A common stock issuance costs $ (16,596,320 ) Plus: Accretion of carrying value to redemption value $ 23,196,320 Class A common stock subject to possible redemption $ 300,000,000 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740-270-25-2 740-270-30-5. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID-19 |
Net income (loss) per share | Net Income (Loss) per Common Stock Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 18,000,000 shares of Class A common stock in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 4,474,154 $ 1,118,539 $ (1,067,166 ) $ (266,792 ) $ 1,736,152 $ 434,038 $ 11,251,250 $ 2,812,812 Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income (loss) per common stock $ 0.15 $ 0.15 $ (0.04 ) $ (0.04 ) $ 0.06 $ 0.06 $ 0.38 $ 0.38 | Net Income (Loss) per Common Stock Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 18,000,000 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): Year Ended December 31, Year Ended December 31, For the period March 24, 2020 2021 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 19,396,302 $ 4,849,075 $ (17,839,941 ) $ (9,566,346 ) Denominator: Basic and diluted weighted average common stock outstanding 30,000,000 7,500,000 13,986,486 7,500,000 Basic and diluted net income (loss) per common stock $ 0.65 $ 0.65 $ (1.28 ) $ (1.28 ) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed consolidated balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 9). | |
Concentration of credit risk and other risks and uncertainties | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 9). In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 10). In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash |
Recently adopted accounting standards and amendments and Recent accounting pronouncements not yet adopted | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, (Subtopic470-20) 815-40): (“ASU2020-06”), 2020-06 ASU2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, (Subtopic 470-20) (Subtopic 815-40): (“ASU 2020-06”), 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Basis of presentation and Sum_3
Basis of presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Summary of cash and cash equivalents | The following table provides a reconciliation of cash and cash equivalents on the consolidated balance sheets to the totals presented on the consolidated statement of cash flows (in thousands): December 31, 2021 2020 Cash $ 9,483 $ 10,272 Cash equivalents - commercial papers — 11,063 Total cash and cash equivalents on the consolidated statements of cash flows $ 9,483 $ 21,335 | |
Schedule of estimated useful lives of its property and equipment | The Company’s estimated useful lives of its property and equipment are as follows: Estimated Useful Lives Quantum computer systems 5 years Lab equipment 5 years Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of expected lease term or estimated useful life | |
DPCM Capital, Inc [Member] | ||
Schedule of common stock reflected in the condensed consolidated balance sheets is reconciled | At June 30, 2022 and December 31, 2021, the Class A common stock subject to redemption reflected in the condensed consolidated balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants $ (6,600,000 ) Class A common stock issuance costs $ (16,596,320 ) Plus: Accretion of carrying value to redemption value $ 23,196,320 Class A common stock subject to possible redemption at December 31, 2021 and March 31, 2022 $ 300,000,000 Plus: Remeasurement of carrying value to redemption value $ 114,082 Class A common stock subject to possible redemption at June 30, 2022 $ 300,114,082 | At December 31, 2020, the Class A common stock subject to redemption reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants $ (6,600,000 ) Class A common stock issuance costs $ (16,596,320 ) Plus: Accretion of carrying value to redemption value $ 23,196,320 Class A common stock subject to possible redemption $ 300,000,000 |
Schedule of calculation of basic and diluted net income (loss) per common | The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Three Months Ended Three Months Ended June 30, 2021 Six Months Ended Six Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 4,474,154 $ 1,118,539 $ (1,067,166 ) $ (266,792 ) $ 1,736,152 $ 434,038 $ 11,251,250 $ 2,812,812 Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 30,000,000 7,500,000 30,000,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income (loss) per common stock $ 0.15 $ 0.15 $ (0.04 ) $ (0.04 ) $ 0.06 $ 0.06 $ 0.38 $ 0.38 | The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): Year Ended December 31, Year Ended December 31, For the period March 24, 2020 2021 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 19,396,302 $ 4,849,075 $ (17,839,941 ) $ (9,566,346 ) Denominator: Basic and diluted weighted average common stock outstanding 30,000,000 7,500,000 13,986,486 7,500,000 Basic and diluted net income (loss) per common stock $ 0.65 $ 0.65 $ (1.28 ) $ (1.28 ) |
Revenue from contracts with c_2
Revenue from contracts with customers (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Disaggregation of revenue | The following table depicts the disaggregation of revenue by type of products or services and timing of transfer of products or services (in thousands): Years ended 2021 2020 Type of products or services QCaaS $ 4,424 $ 4,313 Professional services 1,786 426 Other revenue 69 421 Total revenue, net $ 6,279 $ 5,160 Timing of revenue recognition Revenue recognized over time $ 6,090 $ 4,688 Revenue recognized at a point in time 189 472 Total revenue, net $ 6,279 $ 5,160 | |
Accounts receivable, contract assets and liabilities, and changes in deferred revenue | The following table provides information about account receivable, contract assets and liabilities as of December 31, 2021, and 2020 (in thousands): December 31, 2021 2020 Contract assets: Trade account receivable, net $ 421 $ 590 Unbilled receivables, which are included in ‘Prepaid expenses and other current assets’ 17 10 Total contract assets 438 600 Contract liabilities: Deferred revenue, current 2,665 4,713 Deferred revenue, noncurrent 54 — Customer deposit, which are included in ‘Accrued expenses and other current liabilities’ 21 — Total contract liabilities 2,740 4,713 Changes in deferred revenue from contracts with customers were as follows (in thousands): Years ended 2021 2020 Balance at beginning of period $ 4,713 $ 4,921 Deferral of revenue 4,092 4,513 Recognition of deferred revenue (6,086 ) (4,721 ) Balance at the end of period $ 2,719 $ 4,713 | |
DWave System [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregation of revenue | The following table depicts the disaggregation of revenue by type of products or services and timing of transfer of products or services (in thousands): Three months 2022 2021 Type of products or services QCaaS $ 1,176 $ 961 Professional services 156 158 Other revenue 39 18 Total revenue, net $ 1,371 $ 1,137 Timing of revenue recognition Revenue recognized over the time $ 1,296 $ 1,099 Revenue recognized at a point in time 75 38 Total revenue, net $ 1,371 $ 1,137 Six months ended 2022 2021 Type of products or services QCaaS $ 2,560 $ 2,083 Professional services 464 429 Other revenue 59 34 Total revenue, net $ 3,083 $ 2,546 Timing of revenue recognition Revenue recognized over the time $ 2,957 $ 2,484 Revenue recognized at a point in time 126 62 Total revenue, net $ 3,083 $ 2,546 | |
Accounts receivable, contract assets and liabilities, and changes in deferred revenue | The following table provides information about account receivable, contract assets and liabilities as of June 30, 2022 and December 31, 2021 (in thousands): June 30, December 31, 2022 2021 Contract assets: Trade account receivable $ 918 $ 421 Unbilled receivables, which are included in ‘Prepaid expenses and other current assets’ 41 17 Total contract assets 959 438 Contract liabilities: Deferred revenue, current 2,595 2,665 Deferred revenue, noncurrent 20 54 Customer deposit, which are included in ‘Accrued expenses and other current liabilities’ 21 21 Total contract liabilities $ 2,636 $ 2,740 Changes in deferred revenue from contracts with customers were as follows (in thousands): June 30, December 31, 2022 2021 Balance at beginning of period $ 2,719 $ 4,713 Deferral of revenue 2,906 4,092 Recognition of deferred revenue (3,010 ) (6,086 ) Balance at end of period $ 2,615 $ 2,719 |
Balance sheet details (Tables)
Balance sheet details (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Schedule Of Inventory Current | Inventories Inventories consisted of the following (in thousands): December 31, 2021 2020 Raw materials $ 2,103 $ 2,516 Work-in-process 11 5 Total inventories $ 2,114 $ 2,521 | |
Schedule of Prepaid expenses and other current assets | Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2021 2020 Prepaid expenses: Prepaid software $ 531 $ 469 Prepaid rent 151 187 Prepaid commissions 84 102 Prepaid services 125 179 Other 156 133 Other current assets: Security deposits 52 173 Unbilled receivables 17 10 Total prepaid expenses and other current assets $ 1,116 $ 1,253 | |
Schedule Of Other Assets Non current | Other noncurrent assets Other noncurrent assets consisted of the following (in thousands): December 31, 2021 2020 Investment in securities $ 1,169 $ 5 Long-term deposits 184 182 Total other noncurrent assets $ 1,353 $ 187 | |
Accrued expenses and other liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued expenses: Accrued professional services $ 1,953 $ 1,534 Accrued compensation and related benefits 1,108 1,211 Other accruals 318 147 Other current liabilities: Other payroll expenses 175 291 Customer deposits 21 — Current portion of long-term debt, net 39 — Total accrued expenses and other current liabilities $ 3,614 $ 3,183 | |
DWave System [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accrued expenses and other liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, 2022 2021 Accrued expenses: Accrued professional services $ 6,026 $ 1,953 Accrued compensation and related benefits 1,859 1,108 Other accruals 205 318 Other current liabilities: Other payroll expenses 149 175 Customer deposit 21 21 Current portion of equipment financing 35 39 Total accrued expenses and other current liabilities $ 8,295 $ 3,614 |
Fair value of financial instr_2
Fair value of financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of the Company's financial assets measured at fair value on a recurring basis and indicating the level of the fair value hierarchy utilized to determine such fair values | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicating the level of the fair value hierarchy utilized to determine such fair values as of December 31, 2020 (in thousands): Fair value measurement as of Level 1 Level 2 Level 3 Assets Cash equivalents: Commercial paper $ — $ 11,063 $ — Total assets $ — $ 11,063 $ — Liabilities Other liabilities: Warrant liabilities — — — Total liabilities $ — $ — $ — |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and equipment, net | Property and equipment, net consisted of the following (in thousands): June 30, December 31, 2022 2021 Quantum computer systems $ 13,425 $ 13,425 Lab equipment 6,681 6,645 Computer equipment 3,352 3,305 Leasehold improvements 1,075 1,074 Furniture and fixtures 318 316 Construction-in-progress 374 285 Total property and equipment 25,225 25,050 Less: Accumulated depreciation (22,453 ) (21,801 ) Property and equipment, net $ 2,772 $ 3,249 | Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Quantum computer systems $ 13,425 $ 12,103 Lab equipment 6,645 6,315 Computer equipment 3,305 2,954 Leasehold improvements 1,074 1,072 Furniture and fixtures 316 316 Construction-in-progress 285 502 Total property and equipment 25,050 23,262 Less: Accumulated depreciation (21,801 ) (20,368 ) Property and equipment, net $ 3,249 $ 2,894 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Summary of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): December 31, 2021 2020 Capitalized software $ 1,087 $ 862 Other intangible assets 35 35 Total intangible assets 1,122 897 Less: Accumulated amortization (850 ) (749 ) Intangible assets, net $ 272 $ 148 |
Loans payable (Tables)
Loans payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Short-term Debt [Line Items] | ||
Components of loans payable | The following table shows the component of loans payable, net (in thousands): December 31, 2021 2020 Loans payable, beginning of year $ 13,624 $ 5,555 SIF contribution 16,786 11,661 Payments (399 ) — TPC debt forgiveness — (3,873 ) Foreign exchange (gain) loss (167 ) 281 Loans payable, end of year $ 29,844 $ 13,624 Discount, beginning of year $ (11,948 ) $ — SIF discount on additional contribution (7,167 ) (11,199 ) TPC discount on additional contribution — (748 ) Government interest expense 1,728 232 Foreign exchange (gain) loss (4 ) (233 ) Discount, end of year $ (17,391 ) $ (11,948 ) Total Loans payable, net $ 12,453 $ 1,676 Short-term portion 220 355 Long-term portion 12,233 1,321 Total loans payable, net 12,453 1,676 | |
DWave System [Member] | ||
Short-term Debt [Line Items] | ||
Components of loans payable | As of June 30, 2022, loans payable consisted of the refundable government loans and the Venture Loan. At December 31, 2021, loans payable consisted of refundable government loans. The following table shows the component of loans payable (in thousands): June 30, December 31, Loan payable, beginning of period $ 29,844 $ 13,624 SIF contribution — 16,786 Venture Loan 20,000 — Payments (398 ) (399 ) Interest on Venture Loan 606 — Final fee on Venture Loan 583 — Foreign exchange (gain) loss (452 ) (167 ) Loan payable, end of period $ 50,183 $ 29,844 Discount, beginning of period $ (17,391 ) $ (11,948 ) SIF discount on additional contribution — (7,167 ) Venture (130 ) — Interest expense 1,349 1,728 Foreign exchange (gain) loss 245 (4 ) Discount, end of period $ (15,927 ) $ (17,391 ) Total loans payable, end of period $ 34,256 $ 12,453 Short-term portion 21,353 220 Long-term portion 12,903 12,233 Total loans payable $ 34,256 $ 12,453 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of lease costs | The lease costs are reflected in the statement of operations and comprehensive loss as follow (in thousands): December 31, 2021 2020 Research and development $ 268 $ 268 General and administrative 1,057 1,158 Total lease costs $ 1,324 $ 1,426 The weighted-average remaining lease terms and discount rates for operating leases were as follows: December 31, 2021 2020 Weighted average remaining lease term in years 2.89 2.39 Weighted average discount rate (1) 18 % 20 % (1) For the lease contracts denominated in Canadian dollars, the discount rate was determined on a currency-equivalent basis. |
Summary of future minimum operating lease payment under non-cancelable leases | Future minimum operating lease payment under non-cancelable Year ending December 31, Operating 2022 $ 1,687 2023 1,384 2024 1,179 2025 1,212 2026 1,245 Thereafter 9,648 Total future minimum lease payments $ 16,355 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2021, and 2020 are as follows: Years ended 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 59,916 $ 54,018 Research and development credit carryforwards 13,675 12,003 Scientific research and experimental development deductions 23,071 20,137 Depreciation and amortization 5,634 5,256 Convertible notes (4 ) 1,156 Deferred revenue 165 401 Other accruals and reserves 730 440 Total deferred tax assets 103,187 93,411 Valuation Allowance (97,143 ) (89,139 ) Total deferred tax assets, net $ 6,044 $ 4,272 Deferred tax liabilities: Marketable securities (315 ) — Loans payable (5,729 ) (4,272 ) Total deferred tax liabilities (6,044 ) (4,272 ) Net deferred tax assets $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Years ended 2021 2020 Federal and provincial statutory tax rate 27 % 27 % Foreign losses taxed at different rates 0 % 1 % Research and development credits 0 % (3 )% Permanent differences (2 )% 18 % Other 1 % 7 % Change in valuation allowance (26 )% (50 )% Effective tax rate 0 % 0 % |
Summary of domestic and foreign components of loss before income taxes | The following table presents domestic and foreign components of loss before income taxes for the years ended December 31, 2021, and 2020 (in thousands): Years ended 2021 2020 Domestic $ (27,205 ) $ (7,784 ) International (4,340 ) (2,235 ) Net loss before income taxes $ (31,545 ) $ (10,019 ) |
DPCM Capital, Inc [Member] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The Company’s net deferred tax assets (liability) at December 31, 2021 and 2020 are as follows: December 31, December 31, 2021 2020 Deferred tax assets (liability) Net operating loss carryforward $ 25,292 $ 72,074 Startup/Organizational Expenses 816,763 — Unrealized gain on marketable securities (889 ) (12,280 ) Total deferred tax assets 841,166 59,794 Valuation Allowance (841,166 ) (59,794 ) Deferred tax assets (liability), net $ — $ — |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The income tax provision for the year ended December 31, 2021 and for the period March 24, 2020 through December 31, 2020 consists of the following: December 31, December 31, 2021 2020 Federal Current $ 10,424 $ — Deferred (682,641 ) (59,794 ) State and Local Current — — Deferred (98,731 ) — Change in valuation allowance 781,372 59,794 Income tax provision $ 10,424 $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2021 and for the period March 24, 2020 through December 31, 2020 is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.0 % State taxes, net of federal tax benefit 2.79 % 0.0 % Change in fair value of warrants (27.38 )% (20.5 )% Transaction costs allocable to warrants 0.00 % (0.3 )% Business combination expense 0.46 % 0.0 % True ups 0.04 % 0.0 % Valuation allowance 3.13 % (0.2 )% Income tax provision 0.04 % 0.0 % |
Stock-based compensation (Table
Stock-based compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Assumptions used to estimate fair value of stock options granted | Years ended 2021 2020 Expected dividend yield 0% 0% Expected volatility 56% 45% Expected term (years) 8.53 9.41 Risk-free interest rate 0.87% 0.43% Common stock option activity | |
Stock option activity | The following table summarizes the Company’s stock option activity during the periods presented (in thousands except share and per share data): Number of Weighted Weighted Aggregate Balance as of December 31, 2020 12,654,807 0.81 9.38 — D-Wave 4,369,866 0.82 — — D-Wave (105,203 ) 0.81 — — D-Wave (171,204 ) 0.81 — — D-Wave (412,132 ) 0.81 — — Balance as of December 31, 2021 16,336,134 0.81 8.55 80,179 Options unvested as of December 31, 2021 6,943,273 0.81 8.53 77,423 Options exercisable as of December 31, 2021 9,392,861 0.81 8.20 46,116 | |
Preferred stock warrants outstanding and exercisable | As of December 31, 2021, the following United States dollar common stock warrants were outstanding and exercisable: Number of Weighted Expiry Date Number 617,972 $ 1.75 14-April-22 617,972 Total, December 31, 2021 617,972 $ 1.75 617,972 As of December 31, 2021, the following United States dollar preferred stock warrants were outstanding and exercisable: Number of Weighted Expiry Date Number 3,247,637 $ 1.92 29-Nov-26 1,299,055 Total, December 31, 2021 3,247,637 $ 1.92 1,299,055 | |
Stock-based compensation expense | The following table summarizes the stock-based compensation expense classified in the consolidated statements of operations and comprehensive loss as follows (in thousands): Years ended 2021 2020 Research and development $ 338 $ 1,513 General and administrative 1,164 1,346 Sales and marketing 237 130 Total stock-based compensation $ 1,739 $ 2,989 | |
Common stock and preferred stock warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option activity | A continuity of the Company’s United States dollar common stock warrants issued and outstanding is as follows: Number Weighted Number of Weighted Balance as of December 31, 2020 617,972 1.75 3,247,637 1.92 Granted during the period — — — — Expired during the period — — — — Exercised during the period — — — — Balance as of December 31, 2021 617,972 1.75 3,247,637 1.92 | |
DWave System [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Assumptions used to estimate fair value of stock options granted | There were Six months ended 2022 2021 Expected dividend yield — 0 % Expected volatility — 50 % Expected term (years) — 6.08 Risk-free interest rate — 0.83 % | |
Stock option activity | The following table summarizes the Company’s stock option activity during the periods presented (in thousands except share and per share data): Number of Weighted Weighted Aggregate Balance as of December 31, 2021 16,336,134 0.81 8.55 80,179 Granted — — Exercised (174,378 ) 0.81 Forfeited (840,002 ) 0.81 Expired (11,077 ) 0.81 Balance as of June 30, 2022 15,310,677 0.81 7.96 75,144 Unvested as of June 30, 2022 4,698,271 0.81 7.77 73,479 Exercisable as of June 30, 2022 10,612,406 0.81 7.43 52,098 | |
Preferred stock warrants outstanding and exercisable | As of June 30, 2022, the following United States dollar preferred stock warrants were outstanding and exercisable: Number of Weighted Expiry Date Number 3,247,637 $ 1.92 29-Nov-26 1,299,055 Total, June 30, 2022 3,247,637 $ 1.92 1,299,055 | |
Stock-based compensation expense | The following table summarizes the stock-based compensation expense classified in the consolidated statements of operations and comprehensive loss as follows (in thousands): Three months ended 2022 2021 Research and development $ 117 $ 58 General and administrative 641 74 Sales and marketing 58 37 Total stock-based compensation $ 816 $ 169 Six months ended 2022 2021 Research and development $ 210 $ 88 General and administrative 1,270 173 Sales and marketing 120 69 Total stock-based compensation $ 1,600 $ 330 |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Computation of basic and diluted net loss per share | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): For the years ended December 31, 2021 2020 Numerator: Net Income $ (31,545 ) $ (10,019 ) Denominator: Weighted-average shares outstanding, basic and diluted 111,911,127 121,358,989 Net loss per share, basic and diluted $ (0.28 ) $ (0.08 ) | |
Potentially dilutive securities | For the years ended 2021 2020 Options to purchase common shares 16,336 12,655 Warrants to purchase common shares 618 618 Warrants for preferred shares 3,248 3,248 | |
D-Wave Systems Inc. [Member] | ||
Computation of basic and diluted net loss per share | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): For the three month period ended 2022 2021 Numerator: Net loss $ (13,198 ) $ (4,668 ) Denominator: Weighted-average common shares outstanding, basic and 112,023,503 111,877,937 Net loss per share, basic and diluted $ (0.12 ) $ (0.04 ) For the six month period 2022 2021 Numerator: Net loss $ (24,815 ) $ (13,496 ) Denominator: Weighted-average common shares outstanding, basic and diluted 111,981,014 111,865,630 Net loss per share, basic and diluted $ (0.22 ) $ (0.12 ) | |
Potentially dilutive securities | Potentially dilutive securities (upon conversion) that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: June 30, December 31, Options to purchase common stock 15,311 16,336 Warrants to purchase common stock — 618 Warrants for Preferred shares 3,248 3,248 |
Geographic areas (Tables)
Geographic areas (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of Investments [Line Items] | ||
Disaggregation of revenue | The following table presents a summary of revenue by geography for the years ended December 31, 2021 and 2020: For the years ended 2021 2020 United States $ 3,425 $ 3,119 Japan 1,614 1,630 Germany 741 155 Other 499 256 Total revenue $ 6,279 $ 5,160 | |
Long-lived assets by geographic area | The following table sets forth the long-lived assets, consisting of property and plant, net, and operating lease right-of-use December 31, 2021 2020 Canada $ 11,251 $ 4,984 United States 576 858 Total long-lived assets $ 11,827 $ 5,842 | |
Significant customers | The Company had significant customers during the year ended December 31, 2021 and 2020. A significant customer is defined as one that makes up ten percent or more of total revenues in a particular year or ten percent of outstanding accounts receivable balance as of the year end. December 31, 2021 2020 Customer A 15 % 22 % Customer B 13 % 17 % Customer C 12 % 10 % | |
D-Wave Systems Inc. [Member] | ||
Schedule of Investments [Line Items] | ||
Disaggregation of revenue | The following table presents a summary of revenue by geography for the three and six month periods ended June 30, 2022 and 2021: Three months ended 2022 2021 United States $ 655 $ 622 Japan 282 354 Germany 257 65 Other 177 96 Total revenue $ 1,371 $ 1,137 Six months ended 2022 2021 United States $ 1,439 $ 1,325 Japan 709 921 Germany 520 127 Other 415 173 Total revenue $ 3,083 $ 2,546 | |
Long-lived assets by geographic area | The following table sets forth the long-lived assets, consisting of property and plant, net, and operating lease right-of-use June 30, December 31, Canada $ 10,463 $ 11,251 United States 427 576 Total long-lived assets $ 10,890 $ 11,827 | |
Significant customers | The Company had significant customers during the three and six month periods ended June 30, 2022 and 2021. A significant customer is defined as one that comprises up to ten percent or more of total revenues in a particular year or ten percent of outstanding accounts receivable balance as of the year end. Three months ended 2022 2021 Customer A 17 % 18 % Customer B 14 % 13 % Customer C 11 % 11 % Six months ended 2022 2021 Customer A 15 % 20 % Customer B 14 % 12 % Customer C 10 % 10 % |
Common stock and non-redeemab_2
Common stock and non-redeemable convertible preferred stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Schedule of non-redeemable convertible preferred shares | Non-redeemable convertible preferred stock Shares Shares issued Original Carrying Class A Unlimited 27,065,219 $ 1.75 $ 47,336 Class B1 Unlimited 52,700,609 1.75 119,977 Class B2 Unlimited 29,000,000 1.75 23,000 Class B3 Unlimited 29,000,000 0.00001 0.29 Issuance costs (432 ) Total preferred stock Unlimited 137,765,828 $ 189,881 The Company’s non-redeemable convertible preferred stock as of December 31, 2020 consisted of the following (in thousands, except share and per share data): Non-redeemable convertible preferred stock Shares Shares issued Original Carrying Class A Unlimited 27,065,219 $ 1.75 $ 47,336 Class B1 Unlimited 52,700,609 1.75 119,977 Class B2 Unlimited 29,000,000 1.75 23,000 Class B3 Unlimited 29,000,000 0.00001 0.29 Issuance costs (432 ) Total preferred stock Unlimited 137,765,828 $ 189,881 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - DPCM Capital, Inc [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, Level December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 300,626,900 1 $ 300,183,322 Liabilities: Warrant Liabilities – Public Warrants 1 $ 3,500,000 1 $ 5,993,000 Warrant Liabilities – Private Placement Warrants 2 2,800,000 2 $ 4,794,400 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Level December 31, Assets: Marketable securities held in Trust Account 1 $ 300,183,322 1 $ 300,058,477 Liabilities: Warrant Liability – Public Warrants 1 $ 5,993,000 3 $ 21,500,000 Warrant Liability – Private Placement Warrants 2 4,794,400 3 $ 17,200,000 |
Schedule of estimated fair value of the warrants | The estimated fair value of the Level 3 Warrants was determined based upon the following significant inputs: December 31, Exercise price $ 11.50 Stock price $ 10.41 Volatility 28.4 % Term 5.00 Risk-free rate 0.39 % Dividend yield 0.00 % | |
Schedule of changes in the fair value of warrant liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of January 1, 2021 $ 17,200,000 $ 21,500,000 $ 38,700,000 Change in fair value (12,240,000 ) (15,507,000 ) (27,912,600 ) Transfers to Level 1 — (5,993,000 ) (5,993,000 ) Transfers to Level 2 (4,794,400 ) — (4,794,400 ) Fair value as of December 31, 2021 $ — $ — $ — |
Background and Nature of Oper_2
Background and Nature of Operations - Narrative (Details) - USD ($) | 5 Months Ended | |||
Jun. 16, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Proceeds from issuance of common stock | $ 150,000,000 | $ 1 | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0 | $ 0 |
D-Wave, Inc. - Basis of Present
D-Wave, Inc. - Basis of Presentation and Accounting (Details) - $ / shares | 5 Months Ended | |||
Jun. 30, 2022 | Jun. 16, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||
Issuance of common stock (in shares) | 100 | |||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0 | $ 0 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Oct. 23, 2020 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Description of Organization and Business Operations Details [Line Items] | ||||||
Stock issued, shares (in Shares) | 100 | |||||
Net proceeds | $ 1 | |||||
DPCM Capital, Inc [Member] | ||||||
Description of Organization and Business Operations Details [Line Items] | ||||||
Gross proceeds | $ 8,000,000 | $ 300,000,000 | $ 300,000,000 | |||
Transaction costs | 16,977,876 | 16,977,876 | 16,977,876 | |||
Underwriting fees | 6,000,000 | 6,000,000 | ||||
Deferred underwriting fees | 10,500,000 | 10,500,000 | ||||
Other offering costs | 477,876 | 477,876 | $ 477,876 | |||
Business combination conditions, description | The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. | |||||
Operating bank accounts | 77,404 | $ 124,720 | $ 5,070,622 | |||
Working capital deficit | 2,404,830 | |||||
Income tax payable | $ 183,322 | |||||
Franchise taxes paid | $ 211,658 | $ 211,658 | ||||
Public share (in Dollars per share) | $ 10 | |||||
Net tangible assets | $ 5,000,001 | |||||
Public shares percentage | 15% | |||||
Description of business combination within the combination period | The Company will have until October 23, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. | |||||
Price per share (in Dollars per share) | $ 10 | |||||
Business Combination [Member] | DPCM Capital, Inc [Member] | ||||||
Description of Organization and Business Operations Details [Line Items] | ||||||
Public shares percentage | 100% | |||||
Initial Public Offering [Member] | DPCM Capital, Inc [Member] | ||||||
Description of Organization and Business Operations Details [Line Items] | ||||||
Stock issued, shares (in Shares) | 30,000,000 | 30,000,000 | 30,000,000 | |||
Gross proceeds | $ 300,000,000 | |||||
Initial Public Offering [Member] | Trust Account [Member] | DPCM Capital, Inc [Member] | ||||||
Description of Organization and Business Operations Details [Line Items] | ||||||
Share price (in Dollars per share) | $ 10 | |||||
Net proceeds | $ 300,000,000 | |||||
Private Placement [Member] | DPCM Capital, Inc [Member] | ||||||
Description of Organization and Business Operations Details [Line Items] | ||||||
Stock issued, shares (in Shares) | 8,000,000 | |||||
Gross proceeds | $ 8,000,000 | |||||
Share price (in Dollars per share) | $ 1 | $ 1 | $ 1 |
Business Combination (Details)
Business Combination (Details) - D-Wave Systems Inc. [Member] $ in Millions | Feb. 07, 2022 USD ($) |
Business Acquisition [Line Items] | |
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 40 |
Proceeds from Divestiture of Businesses and Interests in Affiliates | $ 49 |
Basis of presentation and Sum_4
Basis of presentation and Summary of Significant Accounting Policies - Other Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Aug. 05, 2022 USD ($) | Jun. 16, 2022 USD ($) $ / shares | Feb. 07, 2022 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) Year $ / shares | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2021 USD ($) SEGMENT $ / shares shares | Dec. 31, 2021 CAD ($) SEGMENT shares | Dec. 31, 2020 USD ($) $ / shares | Jun. 30, 2022 CAD ($) | Mar. 31, 2022 USD ($) | Mar. 03, 2022 USD ($) | Dec. 31, 2021 CAD ($) | |
Accumulated deficit | $ 350,100,000 | $ 350,100,000 | $ 350,100,000 | $ 293,700,000 | $ 325,300,000 | $ 293,700,000 | ||||||||||
Working capital deficit | $ 13.1 | 13.1 | $ 13.1 | 8,900,000 | ||||||||||||
Net income (loss) | $ 0 | (31,545,000) | (10,019,000) | |||||||||||||
Net cash outflows from operations | (34,800,000) | $ (29,287,000) | ||||||||||||||
Amount of financing | $ 40,000,000 | $ 25,100,000 | $ 40 | |||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0 | $ 0 | $ 0 | |||||||||
Deferred offering costs | $ 0 | $ 1,200,000 | $ 0 | |||||||||||||
Number of reportable segments | SEGMENT | 1 | 1 | ||||||||||||||
Foreign currency transaction gain | $ 608,000 | 623,000 | ||||||||||||||
Cash and cash equivalents | $ 1 | $ 1 | $ 1 | 21,335,000 | 9,483,000 | 21,335,000 | ||||||||||
Financing received | 25,100,000 | $ 32 | ||||||||||||||
Marketable investments, fair value | 279,000,000 | 1,200,000 | 279,000,000 | $ 10.2 | ||||||||||||
Marketable investments | 5,000,000 | 1,200,000 | 5,000,000 | |||||||||||||
SR&ED investment tax credit | 1,500,000 | $ 2,100,000 | ||||||||||||||
Proceeds from debt financing | $ 111,000 | |||||||||||||||
Effective tax rate | 0% | 0% | 0% | |||||||||||||
Effective income tax rate reconciliation of statutory tax rate | 27% | 27% | 27% | |||||||||||||
Equity method investment, ownership percentage | 75% | 75% | ||||||||||||||
Allowance for doubtful accounts receivable current | 0 | $ 0 | $ 0 | |||||||||||||
Impairment of long-lived assets to be disposed of | 0 | 0 | ||||||||||||||
capitalized contract fulfillment costs | 0 | 0 | 0 | |||||||||||||
Marketing and advertising expense | 887,000,000 | 1,000,000 | ||||||||||||||
Repayments of Long-Term Debt | 0 | 31,000 | ||||||||||||||
Strategic Innovation Fund (SIF) Government loans [Member] | ||||||||||||||||
Interest expense, borrowings | 7,200,000 | |||||||||||||||
Technology Partnership of Canada (TPC) Government Loans [Member] | ||||||||||||||||
Interest expense, borrowings | 12,000,000 | |||||||||||||||
Venture Loan Agreement [Member] | ||||||||||||||||
Debt, face amount | $ 25,000,000 | |||||||||||||||
Venture Loan Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||
Debt, face amount | $ 25,000,000 | |||||||||||||||
DWave System [Member] | ||||||||||||||||
Accumulated deficit | (350,083,000) | $ (350,083,000) | (350,083,000) | $ (293,723,000) | $ (325,268,000) | $ (293,723,000) | ||||||||||
Net income (loss) | $ (13,198,000) | $ (4,668,000) | (24,815,000) | $ (13,496,000) | ||||||||||||
Net cash outflows from operations | $ (21,499,000) | (20,268,000) | ||||||||||||||
Amount of financing | $ 150,000,000 | |||||||||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Deferred offering costs | $ 5,700,000 | $ 5,700,000 | $ 5,700,000 | $ 1,200,000 | ||||||||||||
Number of operating segments | Year | 1 | |||||||||||||||
Number of reportable segments | Year | 1 | |||||||||||||||
Foreign currency transaction gain | 562,000,000 | 271,000,000 | $ 366,000,000 | 567,000,000 | ||||||||||||
Cash and cash equivalents | 10,466,000 | 10,466,000 | 10,466,000 | $ 21,335,000 | 9,483,000 | $ 21,335,000 | ||||||||||
Financing received | 20,000,000 | |||||||||||||||
Marketable investments, fair value | 1,200,000 | 1,200,000 | 1,200,000 | 279,000,000 | $ 10.2 | $ 10.2 | ||||||||||
Marketable investments | 1,200,000 | 1,200,000 | 1,200,000 | 5,000,000 | ||||||||||||
SR&ED investment tax credit | 400,000 | 400,000 | 800,000 | 600,000 | ||||||||||||
Proceeds from debt financing | 19,870,000 | 0 | ||||||||||||||
Repayments of Long-Term Debt | 424,000 | 398,000 | ||||||||||||||
DWave System [Member] | Subsequent Event [Member] | ||||||||||||||||
Amount of financing | $ 49,000,000 | |||||||||||||||
DWave System [Member] | Venture Loan Agreement [Member] | ||||||||||||||||
Proceeds from debt financing | 20,000,000 | |||||||||||||||
DWave System [Member] | Venture Loan Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||
Repayments of Long-Term Debt | $ 21,800,000 | |||||||||||||||
DPCM Capital, Inc [Member] | ||||||||||||||||
Accumulated deficit | (21,522,790) | (21,522,790) | (21,522,790) | (47,938,357) | (23,692,980) | (47,938,357) | ||||||||||
Net income (loss) | 5,592,693 | $ (1,333,958) | 2,170,190 | $ 14,064,062 | (27,406,287) | 24,245,377 | ||||||||||
Cash and cash equivalents | 77,404 | 77,404 | 77,404 | $ 1,084,557 | 124,720 | $ 1,084,557 | ||||||||||
Investment held in trust account | $ 300,000,000 | 300,000,000 | $ 300,000,000 | $ 300 | ||||||||||||
Effective tax rate | 0.35% | 0% | 0.90% | 0% | 0% | 0.04% | 0.04% | |||||||||
Effective income tax rate reconciliation of statutory tax rate | 21% | 21% | 21% | 21% | 21% | 21% | 21% | |||||||||
Purchase aggregate shares in calculation of diluted per share | shares | 18,000,000 | 18,000,000 | 18,000,000 | |||||||||||||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | ||||||||||||
DPCM Capital, Inc [Member] | IPO [Member] | ||||||||||||||||
Offering Cost | 16,596,320 | 16,596,320 | ||||||||||||||
Transaction Cost | $ 381,556 | $ 381,556 |
Basis of presentation and Sum_5
Basis of presentation and Summary of Significant Accounting Policies - Concentration Risk (Details) - Revenue - Customer concentration risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 15% | 22% | ||||
Customer A | DWave System [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 17% | 18% | 15% | 20% | ||
Customer B | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 13% | 17% | ||||
Customer B | DWave System [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 14% | 13% | 14% | 12% | ||
Customer C | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 12% | 10% | ||||
Customer C | DWave System [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 11% | 11% | 10% | 10% | ||
First Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 15% | 22% | ||||
Second Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 13% | 17% | ||||
Third Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 12% | 10% |
Basis of presentation and Sum_6
Basis of presentation and Summary of Significant Accounting Policies - Transaction between entities under common control (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock issued, shares (in Shares) | 100 | ||
Proceeds from issuance of preferred stock for cash | $ 43,600 | $ 43,679 | |
Class B1 Preferred Stock [Member] | |||
Stock issued, shares (in Shares) | 11,787,320 | ||
Class B2 Preferred Stock [Member] | |||
Stock issued, shares (in Shares) | 13,142,857 | ||
Class B3 Preferred Stock [Member] | |||
Stock issued, shares (in Shares) | 29,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | ||
Class B1 and B2 Preferred Stock [Member] | |||
Preferred stock, convertible, conversion price | $ 1.75 |
Basis of presentation and Sum_7
Basis of presentation and Summary of Significant Accounting Policies - Schedule of common stock reflected in the condensed consolidated balance sheets is reconciled (Details) - DPCM Capital, Inc [Member] - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | |
Gross proceeds | $ 8,000,000 | $ 300,000,000 | $ 300,000,000 |
Proceeds allocated to Public Warrants | (6,600,000) | (6,600,000) | |
Class A common stock issuance costs | (16,596,320) | (16,596,320) | |
Remeasurement of carrying value to redemption value | 114,082 | 23,196,320 | 23,196,320 |
Class A common stock subject to possible redemption | $ 300,114,082 | $ 300,000,000 | $ 300,000,000 |
Basis of presentation and Sum_8
Basis of presentation and Summary of Significant Accounting Policies - Schedule of calculation of basic and diluted net income (loss) per common stock (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | ||||||||
Allocatin of net loss,as adjusted | $ 0 | $ (31,545,000) | $ (10,019,000) | |||||
Denominator: | ||||||||
Basic weighted average shares outstanding | 111,911,127 | 121,358,898 | ||||||
Diluted weighted average shares outstanding | 111,911,127 | 121,358,989 | ||||||
Basic net loss per common stock | $ (0.28) | $ (0.08) | ||||||
Diluted net loss per common stock | $ (0.28) | $ (0.08) | ||||||
DPCM Capital, Inc [Member] | ||||||||
Numerator | ||||||||
Allocatin of net loss,as adjusted | $ 5,592,693 | $ (1,333,958) | $ 2,170,190 | $ 14,064,062 | $ (27,406,287) | $ 24,245,377 | ||
Common Class A [Member] | DPCM Capital, Inc [Member] | ||||||||
Numerator | ||||||||
Allocatin of net loss,as adjusted | $ 4,474,154 | $ (1,067,166) | $ 1,736,152 | $ 11,251,250 | $ (17,839,941) | $ 19,396,302 | ||
Denominator: | ||||||||
Basic weighted average shares outstanding | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 13,986,486 | 30,000,000 | ||
Diluted weighted average shares outstanding | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 13,986,486 | 30,000,000 | ||
Basic net loss per common stock | $ 0.15 | $ (0.04) | $ 0.06 | $ 0.38 | $ (1.28) | $ 0.65 | ||
Diluted net loss per common stock | $ 0.15 | $ (0.04) | $ 0.06 | $ 0.38 | $ (1.28) | $ 0.65 | ||
Common Class B [Member] | DPCM Capital, Inc [Member] | ||||||||
Numerator | ||||||||
Allocatin of net loss,as adjusted | $ 1,118,539 | $ (266,792) | $ 434,038 | $ 2,812,812 | $ (9,566,346) | $ 4,849,075 | ||
Denominator: | ||||||||
Basic weighted average shares outstanding | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||
Diluted weighted average shares outstanding | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||
Basic net loss per common stock | $ 0.15 | $ (0.04) | $ 0.06 | $ 0.38 | $ (1.28) | $ 0.65 | ||
Diluted net loss per common stock | $ 0.15 | $ (0.04) | $ 0.06 | $ 0.38 | $ (1.28) | $ 0.65 |
Basis of presentation and Sum_9
Basis of presentation and Summary of Significant Accounting Policies - Summary of cash and cash equivalents (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | $ 1 | $ 9,483,000 | $ 21,335,000 |
Cash [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | 9,483,000 | 10,272,000 | |
Commercial Paper [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | $ 0 | $ 11,063,000 |
Basis of presentation and Su_10
Basis of presentation and Summary of Significant Accounting Policies - Schedule of estimated useful lives of its property and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Estimated Useful Lives of its Property and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Lab Equipment [Member] | |
Schedule of Estimated Useful Lives of its Property and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer Equipment [Member] | |
Schedule of Estimated Useful Lives of its Property and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Furniture and Fixtures [Member] | |
Schedule of Estimated Useful Lives of its Property and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Leasehold Improvements [Member] | |
Schedule of Estimated Useful Lives of its Property and Equipment [Line Items] | |
Property plant and equipment shorter of expected lease term or estimated useful life | Shorter of expected lease term or estimated useful life |
Revenue from contracts with c_3
Revenue from contracts with customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Total revenue, net | $ 1,371 | $ 1,137 | $ 3,083 | $ 2,546 | $ 6,279 | $ 5,160 |
DWave System [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue, net | 1,371 | 1,137 | 3,083 | 2,546 | ||
Revenue recognized over the time | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue, net | 6,090 | 4,688 | ||||
Revenue recognized over the time | DWave System [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue, net | 1,296 | 1,099 | 2,957 | 2,484 | ||
Revenue recognized at a point in time | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue, net | 189 | 472 | ||||
Revenue recognized at a point in time | DWave System [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue, net | 75 | 38 | 126 | 62 | ||
QCaaS | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue, net | 4,424 | 4,313 | ||||
QCaaS | DWave System [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue, net | 1,176 | 961 | 2,560 | 2,083 | ||
Professional services | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue, net | 1,786 | 426 | ||||
Professional services | DWave System [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue, net | 156 | 158 | 464 | 429 | ||
Other revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue, net | $ 69 | $ 421 | ||||
Other revenue | DWave System [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue, net | $ 39 | $ 18 | $ 59 | $ 34 |
Revenue from contracts with c_4
Revenue from contracts with customers - Receivables, Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Contract assets: | |||
Trade account receivable | $ 421 | $ 590 | |
Unbilled receivables, which are included in 'Prepaid expenses and other current assets' | $ 41 | 17 | 10 |
Total contract assets | 959 | 438 | 600 |
Contract liabilities: | |||
Deferred revenue, current | 2,595 | 2,665 | 4,713 |
Deferred revenue, noncurrent | 20 | 54 | 0 |
Customer deposit, which are included in 'Accrued expenses and other current liabilities' | 21 | 21 | 0 |
Total contract liabilities | 2,636 | 2,740 | 4,713 |
DWave System [Member] | |||
Contract assets: | |||
Trade account receivable | 918 | 421 | 590 |
Contract liabilities: | |||
Deferred revenue, current | 2,595 | 2,665 | 4,713 |
Deferred revenue, noncurrent | $ 20 | $ 54 | $ 0 |
Revenue from contracts with c_5
Revenue from contracts with customers - Change in Deferred Revenue (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract With Customer, Liability [Roll Forward] | |||
Balance at beginning of period | $ 2,719 | $ 4,713 | $ 4,921 |
Deferral of revenue | 2,906 | 4,092 | 4,513 |
Recognition of deferred revenue | (3,010) | (6,086) | (4,721) |
Balance at end of period | $ 2,615 | $ 2,719 | $ 4,713 |
Revenue from contracts with c_6
Revenue from contracts with customers - Narrative (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation | $ 2.7 | $ 4.7 | |
Remaining performance obligation, percentage | 98% | 100% | |
DWave System [Member] | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation | $ 2,600,000 | $ 2,700,000 | |
Remaining performance obligation, percentage | 99% | 98% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-12-31 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, period | 12 days | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, period | 12 days | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 | DWave System [Member] | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, period | 12 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-06-30 | DWave System [Member] | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation, period | 12 months |
Balance sheet details - Schedul
Balance sheet details - Schedule Of Inventory Current (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,103 | $ 2,516 |
Work-in-process | 11 | 5 |
Total inventories | $ 2,114 | $ 2,521 |
Balance sheet details - Sched_2
Balance sheet details - Schedule of Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid expenses: | ||
Prepaid software | $ 531 | $ 469 |
Prepaid rent | 151 | 187 |
Prepaid commissions | 84 | 102 |
Prepaid services | 125 | 179 |
Other | 156 | 133 |
Other current assets: | ||
Security deposits | 52 | 173 |
Unbilled receivables | 17 | 10 |
Total prepaid expenses and other current assets | $ 1,116 | $ 1,253 |
Balance sheet details - Sched_3
Balance sheet details - Schedule Of Other Assets Non current (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Investment in securities | $ 1,169 | $ 5 |
Long-term deposits | 184 | 182 |
Total other noncurrent assets | $ 1,353 | $ 187 |
Balance sheet details - Accrued
Balance sheet details - Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued expenses: | |||
Accrued professional services | $ 1,953 | $ 1,534 | |
Accrued compensation and related benefits | 1,108 | 1,211 | |
Other accruals | 318 | 147 | |
Other current liabilities: | |||
Other payroll expenses | 175 | 291 | |
Customer deposit | 21 | 0 | |
Current portion of equipment financing | 39 | 0 | |
Total accrued expenses and other current liabilities | 3,614 | 3,183 | |
DWave System [Member] | |||
Accrued expenses: | |||
Accrued professional services | $ 6,026 | 1,953 | |
Accrued compensation and related benefits | 1,859 | 1,108 | |
Other accruals | 205 | 318 | |
Other current liabilities: | |||
Other payroll expenses | 149 | 175 | |
Customer deposit | 21 | 21 | |
Current portion of equipment financing | 35 | 39 | |
Total accrued expenses and other current liabilities | $ 8,295 | $ 3,614 | $ 3,183 |
Fair value of financial instr_3
Fair value of financial instruments -Schedule of the Company's financial assets measured at fair value on a recurring basis and indicating the level of the fair value hierarchy utilized to determine such fair values (Details) - Fair Value, Recurring [Member] $ in Thousands | Dec. 31, 2020 USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Assets | |
Commercial paper | $ 0 |
Total assets | 0 |
Liabilities | |
Warrant liabilities | 0 |
Total liabilities | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Assets | |
Commercial paper | 11,063 |
Total assets | 11,063 |
Liabilities | |
Warrant liabilities | 0 |
Total liabilities | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Assets | |
Commercial paper | 0 |
Total assets | 0 |
Liabilities | |
Warrant liabilities | 0 |
Total liabilities | 0 |
Commercial Paper [Member] | Fair Value, Inputs, Level 1 [Member] | |
Assets | |
Commercial paper | 0 |
Total assets | 0 |
Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member] | |
Assets | |
Commercial paper | 11,063 |
Total assets | 11,063 |
Commercial Paper [Member] | Fair Value, Inputs, Level 3 [Member] | |
Assets | |
Commercial paper | 0 |
Total assets | 0 |
Warrant [Member] | Fair Value, Inputs, Level 1 [Member] | |
Liabilities | |
Warrant liabilities | 0 |
Total liabilities | 0 |
Warrant [Member] | Fair Value, Inputs, Level 2 [Member] | |
Liabilities | |
Warrant liabilities | 0 |
Total liabilities | 0 |
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | |
Liabilities | |
Warrant liabilities | 0 |
Total liabilities | $ 0 |
Fair value of financial instr_4
Fair value of financial instruments - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | $ 0 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | $ 25,050 | $ 23,262 | ||||
Less: Accumulated depreciation | (21,801) | (20,368) | ||||
Property and equipment, net | 3,249 | 2,894 | ||||
Depreciation expense | 1,400 | 1,900 | ||||
DWave System [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | $ 25,225 | $ 25,225 | 25,050 | |||
Less: Accumulated depreciation | (22,453) | (22,453) | (21,801) | |||
Property and equipment, net | 2,772 | 2,772 | 3,249 | 2,894 | ||
Depreciation expense | 309,000 | $ 344,000 | 705,000 | $ 747,000 | ||
Quantum computer systems | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 13,425 | 12,103 | ||||
Quantum computer systems | DWave System [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 13,425 | 13,425 | 13,425 | |||
Lab equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 6,645 | 6,315 | ||||
Lab equipment | DWave System [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 6,681 | 6,681 | 6,645 | |||
Computer equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 3,305 | 2,954 | ||||
Computer equipment | DWave System [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 3,352 | 3,352 | 3,305 | |||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 1,074 | 1,072 | ||||
Leasehold improvements | DWave System [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 1,075 | 1,075 | 1,074 | |||
Furniture and fixtures | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 316 | 316 | ||||
Furniture and fixtures | DWave System [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 318 | 318 | 316 | |||
Construction-in-progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 285 | $ 502 | ||||
Construction-in-progress | DWave System [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | $ 374 | $ 374 | $ 285 |
Intangible assets, net - Summar
Intangible assets, net - Summary of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 1,122 | $ 897 |
Less: Accumulated amortization | (850) | (749) |
Intangible assets, net | 272 | 148 |
Capitalized software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,087 | 862 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 35 | $ 35 |
Intangible assets, net - Narrat
Intangible assets, net - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Amortization of intangible assets | $ 101,000 | $ 64,000 |
Loans payable - Components (Det
Loans payable - Components (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loans payable | ||||
Loan payable, beginning of period | $ 29,844 | $ 13,624 | $ 5,555 | |
Contributions | 16,786 | 11,661 | ||
Payments | (399) | 0 | ||
TPC debt forgiveness | 0 | (3,873) | ||
Foreign exchange (gain) loss | (167) | 281 | ||
Loan payable, end of period | $ 13,624 | 29,844 | 13,624 | |
Discount | ||||
Discount, beginning of period | (17,391) | (11,948) | 0 | |
Additional contribution discount | (7,167) | (11,199) | ||
Government interest expense | 1,728 | 232 | ||
Foreign exchange (gain) loss | (4) | (233) | ||
Discount, end of period | (11,948) | (17,391) | (11,948) | |
Total loans payable | 1,676 | 12,453 | 1,676 | |
Short-term portion | 355 | 220 | 355 | |
Long-term portion | 1,321 | 12,233 | 1,321 | |
TPC Loan [Member] | ||||
Loans payable | ||||
TPC debt forgiveness | (3,900) | |||
Discount | ||||
Additional contribution discount | 0 | (748) | ||
DWave System [Member] | ||||
Loans payable | ||||
Loan payable, beginning of period | 29,844 | 13,624 | ||
Contributions | 16,786 | |||
Payments | (398) | |||
Final fee on Venture Loan | 583 | |||
Foreign exchange (gain) loss | 606 | (399) | ||
Foreign exchange (gain) loss | (452) | (167) | ||
Loan payable, end of period | 13,624 | 50,183 | 29,844 | 13,624 |
Discount | ||||
Discount, beginning of period | (17,391) | (11,948) | ||
Additional contribution discount | (7,167) | (130) | ||
Government interest expense | 1,349 | 1,728 | ||
Foreign exchange (gain) loss | 245 | (4) | ||
Discount, end of period | (15,927) | (17,391) | ||
Total loans payable | 34,256 | 12,453 | ||
Short-term portion | 355 | 21,353 | 220 | 355 |
Long-term portion | $ 1,321 | 12,903 | $ 12,233 | $ 1,321 |
DWave System [Member] | TPC Loan [Member] | ||||
Loans payable | ||||
Payments | $ 20,000 |
Loans payable - Narrative (Deta
Loans payable - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | 48 Months Ended | |||||||
Mar. 03, 2022 USD ($) | Nov. 23, 2020 CAD ($) | Nov. 20, 2020 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2020 USD ($) | Apr. 30, 2025 | Nov. 20, 2020 CAD ($) | |
Debt Instrument [Line Items] | |||||||||||
Gain (loss) on extinguishment of debt | $ 0 | $ 3,873 | |||||||||
Debt instrument, frequency of periodic payment | 5 | ||||||||||
Proceeds from debt financing | 111 | ||||||||||
Government assistance recognized | $ 7,140 | 12,027 | |||||||||
TPC Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument fund raised | $ 12,500,000 | ||||||||||
Debt Instrument, Payment Terms | May of each year | May of each year | |||||||||
Debt Instrument Forgiveness of unpaid accrued debt principal and interest | $ 5,000,000 | ||||||||||
Gain (loss) on extinguishment of debt | 3,900 | ||||||||||
Debt instrument, waiver of interest on principal | 2,500,000 | ||||||||||
Debt instrument, annual principal payment | $ 500,000 | ||||||||||
Discount percentage | 25% | ||||||||||
SIF Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Discount percentage | 26% | ||||||||||
Face amount | $ 40,000,000 | ||||||||||
Term | 15 years | ||||||||||
Repayment benchmark year, revenue | $ 70,000 | ||||||||||
Repayment benchmark year, period | 14 years | ||||||||||
Percentage of decrease in projected revenue | 5% | ||||||||||
Debt Instrument, Increase (Decrease), Net | $ 157,000 | ||||||||||
Recognized research incentives receivable related to approved eligible expenditure claims | $ 3,100 | 11,700 | |||||||||
Government assistance recognized | 7,200 | $ 12,000 | |||||||||
Increase decrease in debt instrument carrying value | $ 3,800 | ||||||||||
DWave System [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from debt financing | $ 19,870 | $ 0 | |||||||||
DWave System [Member] | SIF Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Discount percentage | 26% | ||||||||||
Face amount | $ 40,000,000 | ||||||||||
Term | 15 years | ||||||||||
Repayment benchmark year, revenue | $ 70,000 | ||||||||||
Repayment benchmark year, period | 14 years | ||||||||||
DWave System [Member] | Venture Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 25,000 | ||||||||||
Proceeds from debt financing | $ 15,000 | $ 5,000 | $ 20,000 | ||||||||
DWave System [Member] | Prime rate | Venture Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 7.25% | ||||||||||
Variable rate basis, floor | 3.25% |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted average discount rate | 18% | 20% |
Operating lease cost | $ 1,324 | $ 1,426 |
Maximum [Member] | ||
Lessee, operating lease, term of contract | 10 years | |
Weighted average discount rate | 20% | |
Minimum [Member] | ||
Lessee, operating lease, term of contract | 1 year | |
Weighted average discount rate | 18% |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total lease costs | $ 1,324 | $ 1,426 |
Weighted average remaining lease term in years | 2 years 10 months 20 days | 2 years 4 months 20 days |
Weighted average discount rate | 18% | 20% |
Research and development | ||
Total lease costs | $ 268 | $ 268 |
General and administrative | ||
Total lease costs | $ 1,057 | $ 1,158 |
Leases - Summary of Future Min
Leases - Summary of Future Minimum Operating Lease Payment Under Non-Cancelable Leases (Detail) $ in Thousands | Dec. 31, 2021 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 1,687 |
2023 | 1,384 |
2024 | 1,179 |
2025 | 1,212 |
2026 | 1,245 |
Thereafter | 9,648 |
Total future minimum lease payments | $ 16,355 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended | 12 Months Ended | ||||||
Jun. 16, 2022 USD ($) $ / shares shares | Jun. 15, 2022 USD ($) | Feb. 07, 2022 shares | Sep. 23, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | May 13, 2022 USD ($) | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0 | $ 0 | ||||
Common stock, shares issued | shares | 3,166,948 | 3,166,948 | ||||||
Gain on debt extinguishment | $ 0 | $ 3,873,000 | ||||||
Minimum [Member] | ||||||||
Capital markets advisory fee | $ 1,000,000,000 | |||||||
Percentage of the gross proceeds received by the Company or NewCo upon consummation of the PIPE Financing | 4% | |||||||
Maximum [Member] | ||||||||
Capital markets advisory fee | $ 10,000,000,000 | |||||||
Percentage of the gross proceeds received by the Company or NewCo upon consummation of the PIPE Financing | 2% | |||||||
DPCM Capital, Inc [Member] | ||||||||
Deferred fee per unit | $ / shares | $ 0.35 | $ 0.35 | ||||||
Amount of deferred fee | $ 10,500,000 | $ 10,500,000 | ||||||
Share Price | $ / shares | $ 10.41 | |||||||
Capital market advisory fee payable | $ 10,000,000 | |||||||
Capital markets advisory fee payable on sole discretion of the entity | $ 1,000,000 | |||||||
Waiver of deferred underwriting commission | $ 10,500,000 | |||||||
Gain on debt extinguishment | 234,500 | |||||||
Additional Paid in Capital | $ 10,265,500 | 10,151,418 | 0 | $ 0 | ||||
Deferred underwriting fee payable non current | $ 0 | $ 10,500,000 | ||||||
DPCM Capital, Inc [Member] | Citi and Morgan Stanley [Member] | ||||||||
Percentage of placement fee from gross proceeds on consummation of PIPE Financing payable to each | 2% | |||||||
Percentage of placement fee from gross proceeds on consummation of PIPE Financing total | 4% | |||||||
DPCM Capital, Inc [Member] | Sponsor Support Agreement [Member] | Sponsor [Member] | ||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 6,750,000 | |||||||
DPCM Capital, Inc [Member] | Pipe Investors [Member] | ||||||||
Share Price | $ / shares | $ 10 | $ 10 | ||||||
Common shares subscriptions | $ 40,000,000 | $ 40,000,000 | ||||||
Shares purchased in aggregate | shares | 5,816,528 | |||||||
Newco Common Shares [Member] | DPCM Capital, Inc [Member] | ||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.01 | |||||||
Common stock, shares issued | shares | 5,000,000 | |||||||
Entity listing depository receipt ratio | 1.4541326 | |||||||
Number of trading days after warrant exercisable | 30 days | |||||||
Common Class B [Member] | DPCM Capital, Inc [Member] | ||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | shares | 7,500,000 | 7,500,000 | 7,500,000 | |||||
Common Class B [Member] | DPCM Capital, Inc [Member] | Sponsor Support Agreement [Member] | Sponsor [Member] | ||||||||
Number of shares forfeited | shares | 4,484,425 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Jun. 16, 2022 | Oct. 20, 2021 | Dec. 31, 2020 | |
Stockholders Equity (Details) [Line Items] | ||||||
Preferred stock, shares outstanding | 137,765,828 | 137,765,828 | 137,765,828 | |||
Preferred stock, shares issued | 137,765,828 | 137,765,828 | 137,765,828 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0 | $ 0 | $ 0.0001 | $ 0 | |
Common stock, shares issued | 3,166,948 | 3,166,948 | 3,166,948 | |||
DPCM Capital, Inc [Member] | ||||||
Stockholders Equity (Details) [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | ||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | ||
Class A Common Stock [Member] | DPCM Capital, Inc [Member] | ||||||
Stockholders Equity (Details) [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 0 | 0 | 0 | 0 | ||
Common stock shares issued and outstanding including temporary equity | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | ||
Common stock, shares outstanding | 0 | 0 | 0 | 0 | ||
Common Stock Subject To Possible Redemption | 30,000,000 | 30,000,000 | ||||
Class B Common Stock [Member] | DPCM Capital, Inc [Member] | ||||||
Stockholders Equity (Details) [Line Items] | ||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||
Common stock shares issued and outstanding including temporary equity | 7,500,000 | 7,500,000 | 7,500,000 | |||
Common stock, shares outstanding | 7,500,000 | 7,500,000 | 7,500,000 | 8,625,000 | 7,500,000 | |
Common stock outstanding percentage | 20% | 20% | ||||
Class B Common Stock [Member] | Business Combination [Member] | DPCM Capital, Inc [Member] | ||||||
Stockholders Equity (Details) [Line Items] | ||||||
Business acquisition, description of acquired Entity | Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. | Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - DPCM Capital, Inc [Member] - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant Liabilities (Details) [Line Items] | |||
Warrant expire term | 5 years | 5 years | |
Business combination, description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. | |
Private Placement [Member] | |||
Warrant Liabilities (Details) [Line Items] | |||
Warrants outstanding | 8,000,000 | 8,000,000 | 8,000,000 |
Public [Member] | |||
Warrant Liabilities (Details) [Line Items] | |||
Warrants outstanding | 10,000,000 | 10,000,000 | 10,000,000 |
Class A Common Stock [Member] | |||
Warrant Liabilities (Details) [Line Items] | |||
Warrants, description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a30-tradingday period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). | |
Class A Common Stock [Member] | Warrant [Member] | |||
Warrant Liabilities (Details) [Line Items] | |||
Warrants, description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the30-dayperiod after written notice of redemption is given, or an exemption from registration is available. | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-dayperiod after written notice of redemption is given, or an exemption from registration is available. |
Income Tax (Details) - Summary
Income Tax (Details) - Summary of domestic and foreign components of loss before income taxes - USD ($) | 5 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (27,205,000) | $ (7,784,000) | |
International | (4,340,000) | (2,235,000) | |
Net loss before income taxes | $ 0 | $ (31,545,000) | $ (10,019,000) |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of deferred tax assets (liability) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 59,916,000 | $ 54,018,000 |
Research and development credit carryforwards | 13,675,000 | 12,003,000 |
Scientific research and experimental development deductions | 23,071,000 | 20,137,000 |
Depreciation and amortization | 5,634,000 | 5,256,000 |
Convertible notes | (4,000) | 1,156,000 |
Deferred revenue | 165,000 | 401,000 |
Other accruals and reserves | 730,000 | 440,000 |
Total deferred tax assets | 103,187,000 | 93,411,000 |
Valuation Allowance | (97,143,000) | (89,139,000) |
Total deferred tax assets, net | 6,044,000 | 4,272,000 |
Deferred tax liabilities: | ||
Marketable securities | (315,000) | 0 |
Loans payable | (5,729,000) | (4,272,000) |
Total deferred tax liabilities | (6,044,000) | (4,272,000) |
Net deferred tax assets | 0 | 0 |
DPCM Capital, Inc. [Member] | ||
Deferred tax assets: | ||
Net operating loss carryforward | 25,292 | 72,074 |
Startup/Organizational Expenses | 816,763 | 0 |
Unrealized gain on marketable securities | (889) | (12,280) |
Total deferred tax assets | 841,166 | 59,794 |
Valuation Allowance | (841,166) | (59,794) |
Total deferred tax assets, net |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - DPCM Capital, Inc [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Federal [Abstract] | ||||||
Current | $ 0 | $ 10,424 | ||||
Deferred | (59,794) | (682,641) | ||||
State And Local [Abstract] | ||||||
Current | 0 | 0 | ||||
Deferred | 0 | (98,731) | ||||
Change in valuation allowance | 59,794 | 781,372 | ||||
Income tax provision | $ (19,801) | $ 0 | $ (19,801) | $ 0 | $ 0 | $ 10,424 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of reconciliation federal income tax rate | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statutory federal income tax rate | 27% | 27% | |||||
Foreign losses taxed at different rates | 0% | 1% | |||||
Research and development credits | 0% | (3.00%) | |||||
Permanent differences | (2.00%) | 18% | |||||
Other | 1% | 7% | |||||
Valuation allowance/Effective tax rate | (26.00%) | (50.00%) | |||||
Income tax provision | 0% | 0% | |||||
DPCM Capital, Inc [Member] | |||||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% | |
State taxes, net of federal tax benefit | 0% | 2.79% | |||||
Change in fair value of warrants | (20.50%) | (27.38%) | |||||
Transaction cost allocatable to warrants | (0.30%) | 0% | |||||
Business combination expense | 0% | 0.46% | |||||
True ups | 0% | 0.04% | |||||
Valuation allowance/Effective tax rate | (0.20%) | 3.13% | |||||
Income tax provision | 0.35% | 0% | 0.90% | 0% | 0% | 0.04% |
Income Tax (Details)
Income Tax (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Tax credit carryforward, amount | $ 13,500,000 | |
Tax credit carry forward expiration year | 2023 and 2041 | |
CANADA | ||
Operating loss carryforwards expiration year | 2027 and 2041 | |
CANADA | Scientific Research and Experimental Development Expenditures [Member] | ||
Operating loss carryforwards | $ 100,300,000 | |
CANADA | Foreign Tax Authority [Member] | ||
Operating loss carryforwards | $ 155,700,000 | |
UNITED STATES | ||
Operating loss carryforwards expiration year | 2032 and 2037 | |
UNITED STATES | Foreign Tax Authority [Member] | ||
Operating loss carryforwards | $ 18,400,000 | |
Net operating loss carryforwards | 43,900,000 | |
Operating loss carryforwards indefinitely | 25,500,000 | |
DPCM Capital, Inc [Member] | ||
U.S. federal and state net operating loss | $ 343,209 | 106,299 |
Change in valuation allowance | $ 59,794 | $ 781,372 |
Common stock and non-redeemab_3
Common stock and non-redeemable convertible preferred stock -Schedule of non-redeemable convertible preferred shares (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule OfNonRedeemable Convertible Preferred Shares [Line Items] | ||
Preferred stock, issued (in shares) | 137,765,828 | 137,765,828 |
Preferred stock, outstanding (in shares) | 137,765,828 | 137,765,828 |
Class A non redeemable convertible preferred stock | ||
Schedule OfNonRedeemable Convertible Preferred Shares [Line Items] | ||
Preferred stock, issued (in shares) | 27,065,219 | 27,065,219 |
Preferred stock, outstanding (in shares) | 27,065,219 | 27,065,219 |
Original issue price | $ 1.75 | $ 1.75 |
Carrying value | $ 47,336,000 | $ 47,336,000 |
Class B1 Non redeemable Convertible Preferred Stock [Member] | ||
Schedule OfNonRedeemable Convertible Preferred Shares [Line Items] | ||
Preferred stock, issued (in shares) | 52,700,609 | 52,700,609 |
Preferred stock, outstanding (in shares) | 52,700,609 | 52,700,609 |
Original issue price | $ 1.75 | $ 1.75 |
Carrying value | $ 119,977,000 | $ 119,977,000 |
Class B2 Non redeemable Convertible Preferred Stock [Member] | ||
Schedule OfNonRedeemable Convertible Preferred Shares [Line Items] | ||
Preferred stock, issued (in shares) | 29,000,000 | 29,000,000 |
Preferred stock, outstanding (in shares) | 29,000,000 | 29,000,000 |
Original issue price | $ 1.75 | $ 1.75 |
Carrying value | $ 23,000,000 | $ 23,000,000 |
Class B3 Non redeemable Convertible Preferred Stock [Member] | ||
Schedule OfNonRedeemable Convertible Preferred Shares [Line Items] | ||
Preferred stock, issued (in shares) | 29,000,000 | 29,000,000 |
Preferred stock, outstanding (in shares) | 29,000,000 | 29,000,000 |
Original issue price | $ 0.00001 | $ 0.00001 |
Carrying value | $ 290 | $ 290 |
Nonredeemable Convertible Preferred Stock [Member] | ||
Schedule OfNonRedeemable Convertible Preferred Shares [Line Items] | ||
Carrying value | 189,881,000 | 189,881,000 |
Issuance Cost | $ (432,000) | $ (432,000) |
Common stock and non-redeemab_4
Common stock and non-redeemable convertible preferred stock - Narrative (Details) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Jun. 16, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common stock and nonredeemable convertible preferred stock [Line Items] | ||||
Dividends Declared | $ 0 | $ 0 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0 | $ 0 |
Common Stock, Shares, Issued | 3,166,948 | 3,166,948 | ||
Preferred Stock, Voting Rights | 2/3 | |||
Common Stock Convertible Conversion Price | 1.75% | |||
Proceeds from issuance of common stock | $ 150,000,000 | $ 1 | ||
ClassB2 Common share [Member] | ||||
Common stock and nonredeemable convertible preferred stock [Line Items] | ||||
Common Stock, Shares, Outstanding | 3,061,745 | 3,061,745 | ||
Common Stock, Conversion Basis | one-for-one basis | |||
Qualified IPO [Member] | New York Stock Exchange [Member] | ||||
Common stock and nonredeemable convertible preferred stock [Line Items] | ||||
Proceeds from issuance of common stock | $ 40,000,000 | |||
Qualified IPO [Member] | New York Stock Exchange [Member] | ClassB2 Common share [Member] | ||||
Common stock and nonredeemable convertible preferred stock [Line Items] | ||||
Proceeds from issuance of common stock | $ 250,000,000 |
Stock-based compensation - Assu
Stock-based compensation - Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0% | 0% | |
Expected volatility | 56% | 45% | |
Expected term | 8 years 6 months 10 days | 9 years 4 months 28 days | |
Risk-free interest rate | 0.87% | 0.43% | |
DWave System [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0% | ||
Expected volatility | 50% | ||
Expected term | 6 years 29 days | ||
Risk-free interest rate | 0.83% |
Stock-based compensation - Stoc
Stock-based compensation - Stock Options Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of options outstanding | |||
Balance (in shares) | 16,336,134 | 12,654,807 | |
Granted (in shares) | 4,369,866 | ||
Exercised (in shares) | (105,203) | ||
Forfeited (in shares) | (171,204) | ||
Expired (in shares) | (412,132) | ||
Balance (in shares) | 16,336,134 | 12,654,807 | |
Unvested (in shares) | 6,943,273 | ||
Exercisable (in shares) | 9,392,861 | ||
Weighted average exercise price ($) | |||
Balance (in usd per share) | $ 0.81 | $ 0.81 | |
Granted (in usd per share) | 0.82 | ||
Exercised (in usd per share) | 0.81 | ||
Forfeited (in usd per share) | 0.81 | ||
Expired (in usd per share) | 0.81 | ||
Balance (in usd per share) | 0.81 | $ 0.81 | |
Unvested (in usd per share) | 0.81 | ||
Exercisable (in usd per share) | $ 0.81 | ||
Weighted average remaining contractual term (years) | |||
Balance | 8 days 13 hours | 9 days 9 hours | |
Unvested | 8 days 12 hours | ||
Exercisable | 8 days 4 hours | ||
Aggregate intrinsic value ($) | |||
Balance | $ 80,179,000 | ||
Unvested | 77,423,000 | ||
Exercisable | $ 46,116,000 | ||
DWave System [Member] | |||
Number of options outstanding | |||
Balance (in shares) | 16,336,134 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | (174,378) | ||
Forfeited (in shares) | (840,002) | ||
Expired (in shares) | (11,077) | ||
Balance (in shares) | 15,310,677 | 16,336,134 | |
Unvested (in shares) | 4,698,271 | ||
Exercisable (in shares) | 10,612,406 | ||
Weighted average exercise price ($) | |||
Balance (in usd per share) | $ 0.81 | ||
Granted (in usd per share) | 0 | ||
Exercised (in usd per share) | 0.81 | ||
Forfeited (in usd per share) | 0.81 | ||
Expired (in usd per share) | 0.81 | ||
Balance (in usd per share) | 0.81 | $ 0.81 | |
Unvested (in usd per share) | 0.81 | ||
Exercisable (in usd per share) | $ 0.81 | ||
Weighted average remaining contractual term (years) | |||
Balance | 7 days 23 hours | 8 days 13 hours | |
Unvested | 7 days 18 hours | ||
Exercisable | 7 days 10 hours | ||
Aggregate intrinsic value ($) | |||
Balance | $ 80,179 | $ 75,144 | |
Unvested | 73,479 | ||
Exercisable | $ 52,098 |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Apr. 14, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Weighted average grant date fair value, stock options granted (in usd per share) | $ 1.99 | $ 0.35 | ||||
Fair value of stock options vested | $ 1,733,745 | $ 1,035,000 | ||||
Warrants, exercise price (in usd per share) | $ 1 | |||||
Two Thousand Twenty Equity Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Outstanding Number | $ 16,336,134,000 | $ 12,654,807,000 | ||||
Percentage of options vested | 25% | |||||
oneyearcliff [Member] | Two Thousand Twenty Equity Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||
DWave System [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Weighted average grant date fair value, stock options granted (in usd per share) | $ 0 | $ 0.62 | ||||
Fair value of stock options vested | $ 1,703,000 | $ 535,000 | ||||
DWave System [Member] | Two Thousand Twenty Equity Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of options vested | 75% | |||||
Common stock warrants | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Warrants, exercise price (in usd per share) | $ 1.75 | $ 1.75 | ||||
Warrants outstanding (in shares) | 617,972 | 617,972 | ||||
Common stock warrants | DWave System [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Warrants expired (in shares) | 617,972 | |||||
Warrants, exercise price (in usd per share) | $ 1.75 | $ 1.75 | ||||
Warrants outstanding (in shares) | 0 | 617,972 |
Stock-based compensation - Pref
Stock-based compensation - Preferred Stock Warrants (Details) - $ / shares | Jun. 30, 2022 | Apr. 14, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Apr. 30, 2020 |
Class of Warrant or Right [Line Items] | ||||||
Weighted average exercise price (in usd per share) | $ 1 | |||||
Preferred stock warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of warrants outstanding (in shares) | 3,247,637 | 1,100,000 | 3,247,637 | |||
Weighted average exercise price (in usd per share) | $ 1.92 | $ 1.92 | ||||
Number exercisable (in shares) | 1,299,055 | |||||
Preferred stock warrants | DWave System [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of warrants outstanding (in shares) | 3,247,637 | |||||
Weighted average exercise price (in usd per share) | $ 1.92 | |||||
Number exercisable (in shares) | 1,299,055 | |||||
Preferred stock warrants | Weighted average | DWave System [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Weighted average exercise price (in usd per share) | $ 1.92 | |||||
Common Stock Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of warrants outstanding (in shares) | 617,972 | 617,972 | ||||
Weighted average exercise price (in usd per share) | $ 1.75 | $ 1.75 | ||||
Number exercisable (in shares) | 617,972 | |||||
Common Stock Warrants [Member] | DWave System [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of warrants outstanding (in shares) | 0 | 617,972 | ||||
Weighted average exercise price (in usd per share) | $ 1.75 | $ 1.75 |
Stock-based compensation - Expe
Stock-based compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation | $ 1,739 | $ 2,989 | ||||
DWave System [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation | $ 816 | $ 169 | $ 1,600 | $ 330 | ||
Research and development | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation | 338 | 1,513 | ||||
Research and development | DWave System [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation | 117 | 58 | 210 | 88 | ||
General and administrative | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation | 1,164 | 1,346 | ||||
General and administrative | DWave System [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation | 641 | 74 | 1,270 | 173 | ||
Sales and marketing | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation | $ 237 | $ 130 | ||||
Sales and marketing | DWave System [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation | $ 58 | $ 37 | $ 120 | $ 69 |
Stock-based compensation - Comm
Stock-based compensation - Common stock warrants (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance (in usd per share) | $ 0.81 | |
Balance (in usd per share) | $ 0.81 | $ 0.81 |
Balance (in shares) | 12,654,807 | |
Balance (in shares) | 16,336,134 | 12,654,807 |
Common Stock Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance (in usd per share) | $ 1.75 | |
Balance (in usd per share) | $ 1.75 | |
Balance (in shares) | 617,972 | |
Balance (in shares) | 617,972 | 617,972 |
Preferred Stock Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance (in usd per share) | $ 1.92 | |
Balance (in usd per share) | $ 1.92 | |
Balance (in shares) | 3,247,637 | |
Balance (in shares) | 3,247,637 | 3,247,637 |
Initial Public Offering - Narr
Initial Public Offering - Narrative (Details) - $ / shares | 1 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Oct. 23, 2020 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Issuance of common stock (in shares) | 100 | |||
DPCM Capital, Inc. [Member] | ||||
Sale of Stock, Description of Transaction | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 8). | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 8). | ||
IPO [Member] | DPCM Capital, Inc. [Member] | ||||
Issuance of common stock (in shares) | 30,000,000 | 30,000,000 | 30,000,000 | |
Sale of Stock, Price Per Share | $ 10 | $ 10 | $ 10 |
Private Placement Warrants - Na
Private Placement Warrants - Narrative (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Private Placement Warrants [Member] | ||
Number of shares issued (in Shares) | shares | 8,000,000 | |
Share issued, value (in Dollars) | $ 8,000,000 | |
Share price | $ 1 | |
Private Placement Warrants [Member] | DPCM Capital, Inc. [Member] | ||
Number of shares issued (in Shares) | shares | 8,000,000 | |
Share issued, value (in Dollars) | $ 8,000,000 | |
Share price | $ 1 | |
Common Class A [Member] | ||
Share price | $ 11.5 | |
Common Class A [Member] | DPCM Capital, Inc. [Member] | ||
Share price | $ 11.5 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2020 | Oct. 02, 2020 | Aug. 27, 2020 | Jun. 22, 2022 | Oct. 20, 2020 | Oct. 20, 2020 | Aug. 27, 2020 | Aug. 18, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 13, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Oct. 20, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||||||||
Sponsor transferred an aggregate shares | 80,000 | |||||||||||||||||||
Common stock, issued (in shares) | 3,166,948 | 3,166,948 | 3,166,948 | 3,166,948 | ||||||||||||||||
Warrants, exercise price (in usd per share) | $ 1 | |||||||||||||||||||
Equity Method Investment, Ownership Percentage | 75% | |||||||||||||||||||
Thirdparty Consulting Firm [Member] | Advisory Services [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Related party transaction, amounts of transaction | $ 380,000 | |||||||||||||||||||
Due to Related Parties, Current | $ 0 | $ 0 | 0 | 0 | ||||||||||||||||
Related Party Transaction, Date | Dec. 31, 2020 | |||||||||||||||||||
PSPIB [Member] | Venture Loan Agreement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 25,000,000 | |||||||||||||||||||
Equity Method Investment, Ownership Percentage | 46.80% | |||||||||||||||||||
DPCM Capital, Inc. [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Original purchase price per share | $ 0.004 | |||||||||||||||||||
Aggregate of founder shares issued and outstanding | 7,187,500 | |||||||||||||||||||
General and administrative expenses (in Dollars) | $ 10,000 | |||||||||||||||||||
Incurred Fees | $ 30,000 | $ 30,000 | $ 60,000 | $ 60,000 | 20,000 | 120,000 | ||||||||||||||
Accounts payable and accrued liabilities | $ 20,000 | 200,000 | 200,000 | $ 20,000 | 140,000 | $ 20,000 | ||||||||||||||
Working Capital Debt | $ 1,500,000 | |||||||||||||||||||
DPCM Capital, Inc. [Member] | Unsecured Promissory Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||||||||||||||
DPCM Capital, Inc. [Member] | Sponsor [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||||||||||||||
Due from related parties | 200,000 | 200,000 | ||||||||||||||||||
Notes Payable, Related Parties | $ 220,000 | $ 220,000 | ||||||||||||||||||
DPCM Capital, Inc. [Member] | Sponsor [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Loan funded by sponsor | $ 220,000 | |||||||||||||||||||
DPCM Capital, Inc. [Member] | Founder Shares [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Aggregate purchase price (in Dollars) | $ 25,000 | |||||||||||||||||||
Sponsor transferred an aggregate shares | 18,750 | 70,000 | 70,000 | 80,000 | ||||||||||||||||
Business Combination Description | The initial stockholders have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned or sold until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any30-tradingday period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. | The initial stockholders have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned or sold until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. | ||||||||||||||||||
DPCM Capital, Inc. [Member] | Over-Allotment Option [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Aggregate founder shares subject to forfeiture | 150,000 | |||||||||||||||||||
Number of shares forfeited | 1,125,000 | 1,125,000 | ||||||||||||||||||
DPCM Capital, Inc. [Member] | IPO [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Percentage Of Issued And Outstanding Shares | 20% | 20% | ||||||||||||||||||
Common Class B [Member] | DPCM Capital, Inc. [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Aggregate shares issued | 5,750,000 | |||||||||||||||||||
Common Stock Dividends, Shares | 1,437,500 | 1,437,500 | 1,437,500 | |||||||||||||||||
Aggregate of founder shares issued and outstanding | 7,500,000 | 7,500,000 | ||||||||||||||||||
Common stock, issued (in shares) | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||||||||||||||
Common stock, outstanding (in shares) | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | 8,625,000 | |||||||||||||
Common Class B [Member] | DPCM Capital, Inc. [Member] | Founder Shares [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Common stock, issued (in shares) | 8,625,000 | 8,625,000 | ||||||||||||||||||
Common stock, outstanding (in shares) | 8,625,000 | 8,625,000 | ||||||||||||||||||
Common Class B [Member] | DPCM Capital, Inc. [Member] | Over-Allotment Option [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Number of shares forfeited | 1,125,000 | 1,125,000 |
Commitment and contingencies (D
Commitment and contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Aug. 13, 2020 | Nov. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Apr. 14, 2022 | Nov. 30, 2020 | Apr. 30, 2020 | |
Other Commitments [Line Items] | ||||||||
Warrants, exercise price (in usd per share) | $ 1 | |||||||
Lease term | 10 years 6 months | |||||||
Operating lease right-of-use assets recognized in exchange for new operating lease obligations | $ 6,700,000 | $ 11,870,000 | $ 4,932,000 | |||||
Preferred stock warrants | ||||||||
Other Commitments [Line Items] | ||||||||
Warrants outstanding (in shares) | 3,247,637 | 1,100,000 | 3,247,637 | |||||
Warrants vested, percentage | 40% | |||||||
Warrants, exercise price (in usd per share) | $ 1.92 | $ 1.92 | ||||||
Warrants vested, fair value | $ 0 | $ 451,000 | ||||||
Warrants vested during period | 451,000 | |||||||
Common stock warrants | ||||||||
Other Commitments [Line Items] | ||||||||
Warrants outstanding (in shares) | 617,972 | 617,972 | ||||||
Warrants, exercise price (in usd per share) | $ 1.75 | $ 1.75 | ||||||
DWave System [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Lease term | 10 years 6 months | |||||||
Operating lease right-of-use assets recognized in exchange for new operating lease obligations | $ 6,800,000 | |||||||
DWave System [Member] | Preferred stock warrants | ||||||||
Other Commitments [Line Items] | ||||||||
Warrants outstanding (in shares) | 3,247,637 | |||||||
Warrants vested, percentage | 40% | |||||||
Warrants, exercise price (in usd per share) | $ 1.92 | |||||||
Warrants | $ 1,100,000 | |||||||
Warrants vested, fair value | $ 0 | $ 451,000 | ||||||
DWave System [Member] | Common stock warrants | ||||||||
Other Commitments [Line Items] | ||||||||
Warrants outstanding (in shares) | 0 | 617,972 | ||||||
Warrants, exercise price (in usd per share) | $ 1.75 | $ 1.75 |
Earnings per share - Computatio
Earnings per share - Computation (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||||||
Net income (loss) | $ 0 | $ (31,545,000) | $ (10,019,000) | ||||
Denominator: | |||||||
Weighted-average common shares outstanding, basic (in shares) | 111,911,127 | 121,358,898 | |||||
Weighted-average common shares outstanding, diluted (in shares) | 111,911,127 | 121,358,989 | |||||
Net loss per share, basic (in usd per share) | $ (0.28) | $ (0.08) | |||||
Net loss per share, diluted (in usd per share) | $ (0.28) | $ (0.08) | |||||
D-Wave Systems Inc. [Member] | |||||||
Numerator: | |||||||
Net income (loss) | $ (13,198,000) | $ (4,668,000) | $ (24,815,000) | $ (13,496,000) | |||
Denominator: | |||||||
Weighted-average common shares outstanding, basic (in shares) | 112,023,503 | 111,877,937 | 111,981,014 | 111,865,630 | |||
Weighted-average common shares outstanding, diluted (in shares) | 112,023,503 | 111,877,937 | 111,981,014 | 111,865,630 | |||
Net loss per share, basic (in usd per share) | $ (0.12) | $ (0.04) | $ (0.22) | $ (0.12) | |||
Net loss per share, diluted (in usd per share) | $ (0.12) | $ (0.04) | $ (0.22) | $ (0.12) |
Earnings per share - Potentiall
Earnings per share - Potentially Dilutive Securities (Details) - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities (in shares) | 16,336 | 12,655 | |
Options to purchase common stock | D-Wave Systems Inc. [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities (in shares) | 15,311 | 16,336 | |
Warrants to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities (in shares) | 618 | 618 | |
Warrants to purchase common stock | D-Wave Systems Inc. [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities (in shares) | 0 | 618 | |
Warrants for Preferred shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities (in shares) | 3,248 | 3,248 | |
Warrants for Preferred shares | D-Wave Systems Inc. [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities (in shares) | 3,248 | 3,248 |
Geographic areas - Disaggregati
Geographic areas - Disaggregation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue, net | $ 1,371,000 | $ 1,137,000 | $ 3,083,000 | $ 2,546,000 | $ 6,279,000 | $ 5,160,000 |
Total long-lived assets | 11,827,000 | 5,842,000 | ||||
D-Wave Systems Inc. [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue, net | 1,371,000 | 1,137,000 | 3,083,000 | 2,546,000 | ||
Total long-lived assets | 10,890 | 10,890 | 11,827 | |||
Canada | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total long-lived assets | 11,251,000 | 4,984,000 | ||||
Canada | D-Wave Systems Inc. [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total long-lived assets | 10,463 | 10,463 | 11,251 | |||
United States | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue, net | 3,425,000 | 3,119,000 | ||||
Total long-lived assets | 576,000 | 858,000 | ||||
United States | D-Wave Systems Inc. [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue, net | 655,000 | 622,000 | 1,439,000 | 1,325,000 | ||
Total long-lived assets | 427 | 427 | 576 | |||
Japan | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue, net | 1,614,000 | 1,630,000 | ||||
Japan | D-Wave Systems Inc. [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue, net | 282,000 | 354,000 | 709,000 | 921,000 | ||
Germany | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue, net | 741,000 | 155,000 | ||||
Germany | D-Wave Systems Inc. [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue, net | 257,000 | 65,000 | 520,000 | 127,000 | ||
Other | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue, net | $ 499,000 | $ 256,000 | ||||
Other | D-Wave Systems Inc. [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue, net | $ 177,000 | $ 96,000 | $ 415,000 | $ 173,000 |
Geographic areas - Significant
Geographic areas - Significant Customers (Details) - Revenue - Customer concentration risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 15% | 22% | ||||
Customer A | D-Wave Systems Inc. [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 17% | 18% | 15% | 20% | ||
Customer B | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 13% | 17% | ||||
Customer B | D-Wave Systems Inc. [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 14% | 13% | 14% | 12% | ||
Customer C | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 12% | 10% | ||||
Customer C | D-Wave Systems Inc. [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 11% | 11% | 10% | 10% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - DPCM Capital, Inc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2022 | |
Cash | $ 348,000 | $ 3,122 |
U.S. Treasury Securities [Member] | ||
Marketable Securities | 300,182,974,000 | $ 300,623,778 |
Private Placement [Member] | ||
Fair value of warrant | 4,800,000 | |
Public [Member] | ||
Fair value of warrant | $ 6,000,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of measured at fair value on recurring basis - DPCM Capital, Inc [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | |||
Assets: | |||
Marketable securities held in Trust Account | $ 300,626,900 | $ 300,183,322 | $ 300,058,477 |
Liabilities: | |||
Warrant Liability – Public Warrants | 3,500,000 | 5,993,000 | |
Level 2 [Member] | |||
Liabilities: | |||
Warrant Liability – Private Placement Warrants | $ 2,800,000 | $ 4,794,400 | |
Level 3 [Member] | |||
Liabilities: | |||
Warrant Liability – Public Warrants | 21,500,000 | ||
Warrant Liability – Private Placement Warrants | $ 17,200,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value of the Warrants - $ / shares | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) Schedule of Fair Value of the Warrants [Line Items] | |||
Volatility | 56% | 45% | |
Term | 8 years 6 months 10 days | 9 years 4 months 28 days | |
Risk-free rate | 0.87% | 0.43% | |
Dividend yield | 0% | 0% | |
DPCM Capital, Inc [Member] | |||
Fair Value Measurements (Details) Schedule of Fair Value of the Warrants [Line Items] | |||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | |
Stock price (in Dollars per share) | $ 10.41 | $ 10.41 | |
Volatility | 28.40% | ||
Term | 5 years | ||
Risk-free rate | 0.39% | ||
Dividend yield | 0% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities - DPCM Capital, Inc [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Public [Member] | |
Fair Value Measurements (Details) Schedule of Changes in the Fair value of warrant Liabilities [Line Items] | |
Fair value as of January 1, 2021 | $ 21,500,000 |
Change in fair value | (15,507,000) |
Transfers to Level 1 | (5,993,000) |
Transfers to Level 2 | |
Fair value as of December 30, 2021 | |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) Schedule of Changes in the Fair value of warrant Liabilities [Line Items] | |
Fair value as of January 1, 2021 | 38,700,000 |
Change in fair value | (27,912,600) |
Transfers to Level 1 | (5,993,000) |
Transfers to Level 2 | (4,794,400) |
Fair value as of December 30, 2021 | |
Private Placement [Member] | |
Fair Value Measurements (Details) Schedule of Changes in the Fair value of warrant Liabilities [Line Items] | |
Fair value as of January 1, 2021 | 17,200,000 |
Change in fair value | (12,240,000) |
Transfers to Level 1 | |
Transfers to Level 2 | (4,794,400) |
Fair value as of December 30, 2021 |
Subsequent events (Details)
Subsequent events (Details) - USD ($) | 5 Months Ended | ||||||||
Aug. 25, 2022 | Aug. 05, 2022 | Aug. 02, 2022 | Mar. 03, 2022 | Jun. 30, 2022 | Jul. 14, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||||||||
Number of new stock issued during the period | 100 | ||||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of new stock issued during the period | 100 | ||||||||
Venture Loan Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 25,000,000 | ||||||||
DPCM Capital, Inc [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock price (in Dollars per share) | $ 10.41 | ||||||||
DPCM Capital, Inc [Member] | PipeInvestorsMember | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock price (in Dollars per share) | $ 10 | $ 10 | |||||||
Common shares subscriptions | $ 40,000,000 | $ 40,000,000 | |||||||
DCPM | D-Wave Quantum, Inc. [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Equity interests acquired | 100% | ||||||||
DCPM | DWave System [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Equity interests acquired | 100% | ||||||||
Subsequent Event | Investors [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of new stock issued during the period | 254,360 | 127,180 | |||||||
Subsequent Event | Two Thousand Twenty Two Equity Incentive Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued under share-based payment arrangement. | 16,965,849 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award | ten years | ||||||||
Percentage of the fully-diluted number of Company Shares outstanding immediately preceding calendar year | 5% | ||||||||
Subsequent Event | Employee Stock Purchase Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued under share-based payment arrangement. | 1,607,291 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award | ten years | ||||||||
Percentage of the fully-diluted number of Company Shares outstanding immediately preceding calendar year | 1% | ||||||||
Subsequent Event | Minimum [Member] | Two Thousand Twenty Two Equity Incentive Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award | January 1, 2023 | ||||||||
Subsequent Event | Minimum [Member] | Employee Stock Purchase Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award | January 1, 2023 | ||||||||
Subsequent Event | Maximum [Member] | Two Thousand Twenty Two Equity Incentive Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award | January 1, 2032 | ||||||||
Subsequent Event | Maximum [Member] | Employee Stock Purchase Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued under share-based payment arrangement. | 8,036,455 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award | January 1, 2032 | ||||||||
Subsequent Event | Venture Loan Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 25,000,000 | ||||||||
Debt Instrument, Maturity Date | Dec. 31, 2022 | ||||||||
Percentage of the aggregate amount of the advances made under the venture loan agreement | 5% | ||||||||
Repayments of Debt | $ 20,800,000 | ||||||||
Payments of Financing Costs | 1,000,000 | ||||||||
Subsequent Event | Venture Loan Agreement [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | ||||||||
Subsequent Event | Venture Loan Agreement [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.50% | ||||||||
Subsequent Event | First Tranche Loan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 15,000,000 | ||||||||
Subsequent Event | Second Tranche Loan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | 5,000,000 | ||||||||
Subsequent Event | Third Tranche Loan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 5,000,000 | ||||||||
Subsequent Event | DPCM Capital, Inc [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from sale of assets held under trust account to pay redeeming shareholders | $ 291,365,553.22 | ||||||||
Cash Withdrawal From Trust Account Per Share | 10.01% | ||||||||
Subsequent Event | Common Class A [Member] | DPCM Capital, Inc [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Temporary equity stock redeemed during period shares. | 29,097,787 | ||||||||
Subsequent Event | DCPM | D-Wave Quantum, Inc. [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Combination, Acquisition Related Income | 37,600,000 | ||||||||
Subsequent Event | DCPM | DWave System [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Combination, Acquisition Related Costs | 11,500,000 | ||||||||
Business Combination, Acquisition Related Income | $ 37,600,000 |