United States securities and exchange commission logo
July 7, 2022
Emil Michael
President
D-Wave Quantum Inc.
3033 Beta Avenue
Burnaby, British Columbia V5G 4M9
Canada
Re: D-Wave Quantum Inc.
Amendment No. 3 to
Registration Statement on Form S-4
Filed June 24, 2022
File No. 333-263573
Dear Mr. Michael:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
9, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4/A filed June 24,
2022
Sponsor Support Agreement, page 27
1. We note your disclosure
that "D-Wave may allocate up to 3,287,762 D-Wave Quantum
Common Shares if D-Wave
determines, in its sole discretion following consultation with
DPCM, that such
allocation would be advisable in connection with the consummation of
the Transaction."
Please clarify to whom or for what purpose these shares will be
allocated.
Emil Michael
FirstName LastNameEmil Michael
D-Wave Quantum Inc.
Comapany
July 7, 2022NameD-Wave Quantum Inc.
July 7,2 2022 Page 2
Page
FirstName LastName
Risk Factors
We expect to require additional capital to pursue our business objectives. . .
, page 54
2. Please specify the price floor beneath which D-Wave Quantum may not
sell to Lincoln
Park any D-Wave Quantum Common Shares.
Resignation of Financial and Capital Markets Advisors, page 117
3. We note your disclosure on page 117 describing how the DPCM Board
assessed the
potential impact of the resignations of Morgan Stanley, Citi, and UBS
(the "Firms"),
including how "the services to be provided by each of Morgan Stanley
and Citi were
substantially complete, and UBS services in connection with the
deferred underwriting
commission were completed when the DPCM IPO was completed." Please
clarify here
whether the DPCM Board viewed the services to be provided by UBS, in
its role as capital
markets advisor, as substantially complete and how it assessed UBS'
resignation
specifically in this role.
Extension; Waiver, page 280
4. Please file a copy of the waiver whereby D-Wave agreed to waive the
minimum cash
condition as an exhibit to your registration statement.
Background of the Transaction, page 287
5. We note your disclosure that on June 16, 2022, after discussions
between D-Wave and
DPCM, the parties agreed to modify several terms of the Transaction
and enter a Purchase
Agreement with Lincoln Park. Revise your disclosure of the background
of the
Transaction to identify the persons involved in these discussions and
summarize the
material aspects of any negotiations.
6. Please identify the "financial advisor" who participated in the
meeting with the Sponsor
and DPCM's management team on August 25, 2021. Refer to prior comment
11.
General
7. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may
not be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
disclose that the time necessary for government review of the
transaction or a decision to
prohibit the transaction could prevent you from completing an initial
business
Emil Michael
D-Wave Quantum Inc.
July 7, 2022
Page 3
combination and require you to liquidate. Disclose the consequences of
liquidation to
investors, such as the losses of the investment opportunity in a target
company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
8. We note your response to prior comments 11 and 14. Please discuss the
material terms of
your obligations and any applicable indemnification or contribution
provisions under your
advisory agreements and engagement letters with Morgan Stanley, Citi and
UBS
(including the underwriting agreement with UBS) that survive the
resignation of the
Firms. Include appropriate risk factor disclosure about any impact these
surviving
provisions and obligations may have on the company. Additionally, discuss
the scope of
the work agreed to be performed by each Firm further to their engagement
letter with
you.
9. Please revise the disclosure of your proxy statement/prospectus to note
that Citi and
Morgan Stanley were each entitled to a placement fee equal to 2.00% of
the gross
proceeds received by the Company upon consummation of the PIPE Financing.
10. Please disclose whether the Firms assisted in the preparation or review
of any materials
reviewed by DPCM's Board or management as part of their services and
whether any such
Firm has withdrawn its association with those materials and notified the
DPCM Board of
such disassociation. If so, include, for context, that there are similar
circumstances in
which a financial institution is named and that the firm's resignation
indicates it is not
willing to have the liability associated with such work. Additionally,
revise your
disclosure to state whether the DPCM Board relied on any materials or
work product
provided by the Firms.
11. Disclose whether there are any costs that will result from the
resignations of the
Firms (such as additional costs to engage another service provider) and
whether the
resignations will affect the timing of the Transaction.
You may contact Lisa Etheredge, Senior Staff Accountant, at (202)
551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameEmil Michael
Division of
Corporation Finance
Comapany NameD-Wave Quantum Inc.
Office of Technology
July 7, 2022 Page 3
cc: Adam M. Givertz
FirstName LastName