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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to DPCM Capital, Inc. Units, each consisting of one share of Class A common stock and one-third of one
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39638 DPCM Capital, Inc. (Exact name of registrant as specified in its c |
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| August 15, 2022 |
Exhibit 3.1 CERTIFICATE OF MERGER OF DWSI HOLDINGS INC. (a Delaware Corporation) WITH AND INTO DPCM CAPITAL, INC. (a Delaware Corporation) August 5, 2022 Pursuant to Title 8, Section 251(c) of the General Corporation Law of the State of Delaware (as amended, the ?DGCL?), the undersigned officer on behalf of DPCM Capital, Inc., a Delaware corporation (the ?Company?), does hereby certify in connecti |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 15, 2022 |
Exhibit 3.2 BY-LAWS OF DWSI HOLDINGS INC. ARTICLE I OFFICES SECTION 1.01. Registered Office. The registered office of DWSI Holdings Inc. (the ?Corporation?) in the State of Delaware shall be at 251 Little Falls Drive, Wilmington, County of New Castle, State of Delaware 19808, and the name of the Corporation?s registered agent at such address is Corporation Service Company. SECTION 1.02. Other Offi |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 5, 2022 DPCM Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39638 85-0525645 (State or other jurisdiction of incorporation) (Commission File |
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| August 8, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 19, 2022, pursuant to the provisions of Rule 12d2-2 (a). |
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| August 5, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 2, 2022 DPCM Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39638 85-0525645 (State or other jurisdiction of incorporation) (Commission File |
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| August 1, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) D-Wave Systems Inc.—Providing Quantum Computing Technology to Help Financial Institutions Speed Up Such High-Variable Calculations as Unco |
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| July 28, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) To: Institutional Investors & Sell Side Analysts From: D-Wave Re: D-Wave’s Global 2000 Customer-Base Expands Dear [ ], Today D-Wave announ |
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| July 28, 2022 |
425 1 d376255d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) D-Wave Expands Global 2000 Customer Base New Use Cases Accelerate Commercial Customer Acquisition & Adoption PAL |
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| July 28, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) The following communications were made available by D-Wave Systems Inc. (“D-Wave”) on July 28, 2022. Twitter Facebook LinkedIn ***** Impor |
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| July 28, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) DPCM Capital Inc. (NYSE: XPOA) and D-Wave Systems Inc. Highlight Unique Bonus Pool Structure for Up to 5 Million Shares to be Allocated Pr |
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| July 27, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Quantum Computing Has Arrived July 26, 2022 NetworkNewsWire Editorial Coverage: The world may be on the cusp of a new generation of comput |
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| July 26, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) SPAC Alpha – 7/25/2022 (available 7/26/2022) Rajiv Shukla: Okay. Hello everyone. It’s my pleasure to introduce a very exciting company tha |
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| July 25, 2022 |
425 1 d323596d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) The following communications were made available by D-Wave Systems Inc. (“D-Wave”) on July 25, 2022. Video 1; Du |
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| July 21, 2022 |
425 1 d344210d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) To: Analyst Day Targets From: D-Wave Re: Up to a 31% Discount: D-Wave Systems Inc. and DPCM Capital, Inc. Highli |
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| July 21, 2022 |
425 1 d358060d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) D-Wave Systems Inc. and DPCM Capital, Inc. Highlight Unique Bonus Pool Structure, Offering Novel Economics of Up |
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| July 19, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Subject: DPCM Capital, Inc. (NYSE:XPOA) business combination with D-Wave Systems Inc. [NAME], As you may be aware, last Thursday, DPCM Cap |
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| July 19, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Subject: DPCM Capital, Inc. (NYSE:XPOA) business combination with D-Wave Systems Inc. [NAME], I hope that this finds all well with you. If |
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| July 18, 2022 |
425 1 d332114d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) D-Wave and Mastercard Take Quantum Leap into Future of Financial Services Companies join forces to build innovat |
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| July 18, 2022 |
425 1 d379542d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) To: Known Institutional and PIPE Targets From: Alan Baratz Re: D-Wave & Mastercard Join Forces to Build Quantum |
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| July 18, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) ICR Webinar ? 7/18/22 Kevin Hunt: ... everyone to ICR SPAC webinar series. My name is Kevin Hunt and I am a managing director in the ICR t |
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| July 18, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) The following communications were made available by D-Wave Systems Inc. (“D-Wave”) in connection with the proposed business combination be |
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| July 15, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) DPCM Capital Inc. (NYSE: XPOA) DPCM Capital Inc. (NYSE: XPOA), a special purpose acquisition company, on February 9, 2022, announced its e |
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| July 14, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) The following communications were made available by D-Wave Systems Inc. (“D-Wave”) in connection with the proposed business combination be |
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| July 14, 2022 |
425 1 d361352d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) To: Analyst Day Targets From: D-Wave Re: D-Wave Systems Inc. and DPCM Capital, Inc. Announce Effectiveness of Re |
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| July 14, 2022 |
Exhibit 99.1 D-Wave Systems Inc. and DPCM Capital, Inc. Announce Effectiveness of Registration Statement Special Meeting of DPCM Capital, Inc. (?DPCM Capital?) Stockholders to Approve the Business Combination with D-Wave Systems Inc. (?D-Wave? or the ?Company?) on August 2, 2022, at 10:00 a.m. EDT DPCM Capital Recommends All Stockholders Vote ?FOR? all Proposals, Including the Business Combination |
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| July 14, 2022 |
425 1 d360754d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) To: Known Institutional and PIPE Targets From: Alan Baratz Re: Economic & Business Benefits of Retaining Your DP |
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| July 14, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 14, 2022 DPCM Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39638 85-0525645 (State or other jurisdiction of incorporation) (Commission File N |
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| July 14, 2022 |
425 1 d355906d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) D-Wave Systems Inc. and DPCM Capital, Inc. Announce Effectiveness of Registration Statement Special Meeting of D |
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| July 13, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitte |
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| July 13, 2022 |
425 1 d219862d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Dear DPCM Stockholder, We are living in an unprecedented time and facing an unpredictable market. Because of thi |
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| June 23, 2022 |
Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the ?Agreement?), dated as of June 16, 2022 by and among D-WAVE QUANTUM INC., a Delaware corporation (the ?Company?), D-WAVE SYSTEMS INC., a British Columbia corporation (?D-Wave?), DPCM CAPITAL, INC., a Delaware Corporation (?DPCM?), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the ?Investor?). WHEREAS: Pursuan |
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| June 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2022 DPCM CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39638 85-0525645 (State or other jurisdiction of incorporation) (Commission file n |
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| June 23, 2022 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of June 16, 2022, is entered into by and among D-WAVE QUANTUM INC., a Delaware corporation (the ?Company?), D-WAVE SYSTEMS, INC., a British Columbia corporation (?D-Wave?), DPCM CAPITAL, INC., a Delaware corporation (?DPCM?) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability co |
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| June 23, 2022 |
Exhibit 10.4 EXECUTION VERSION AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT This Amended and Restated Sponsor Support Agreement (this ?Agreement?) is made as of June 16, 2022, by and among CDPM Sponsor Group, LLC, a Delaware limited liability company (the ?Sponsor?), DPCM Capital, Inc., a Delaware corporation (?SPAC?), D-Wave Quantum Inc., a Delaware corporation and a direct, wholly-owned subsid |
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| June 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2022 DPCM CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39638 85-0525645 (State or other jurisdiction of incorporation) (Commission file n |
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| June 23, 2022 |
Exhibit 10.3 Execution Version AMENDMENT TO TRANSACTION AGREEMENT This AMENDMENT TO TRANSACTION AGREEMENT (this ?Amendment?), dated as of June 16, 2022, is entered into by and among DPCM Capital, Inc., a Delaware corporation (?SPAC?), D-Wave Quantum Inc., a Delaware corporation and a direct, wholly-owned subsidiary of SPAC (?NewCo?), DWSI Holdings Inc., a Delaware corporation and a direct, wholly- |
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| June 16, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Ahead of the Game: D-Wave Delivers Prototype of Next-Generation Advantage2 Annealing Quantum Computer Higher Qubit Connectivity with New |
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| June 8, 2022 |
425 1 d349894d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) The Six Five Summit – The Commercialization of Quantum: How Annealing Quantum Computing Drives Business Value, |
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| May 31, 2022 |
425 1 d258337d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Quantum Marketplace Webinar: Quantum Computing Systems – 5/5/2022 (available 5/31/2022) Murray Thom: Hey okay g |
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| May 31, 2022 |
425 1 d329988d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Practical Quantum Computing QED-C Marketplace May 5, 2022 Murray Thom Vice President of Product Management 1 Co |
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| May 23, 2022 |
D-Wave Announces Slate for New Public Company Board of Directors Filed by D-Wave Quantum Inc. and DPCM Capital, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) D-Wave Announces Slate for New Public Company Board of Directors PALO ALTO, Calif. & BURNABY, B.C. (May 23, 2022) |
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| May 20, 2022 |
425 1 d655330d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) 17th Annual Needham Technology & Media Conference Transcript – May 18, 2022 Alan Baratz CEO and John Markovich |
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| May 13, 2022 |
Filed by DPCM Capital, Inc. and D-Wave Quantum Inc. Filed by DPCM Capital, Inc. and D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) QUANTUM ANALYST DAY ? MAY 2022 GENERAL CAUTIONARY NOTE This their presentation own evaluation (?Presentation?) wit |
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| May 13, 2022 |
Filed by D-Wave Quantum Inc. and DPCM Capital, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) D-Wave Analyst Day Presentation – 5-12-22 - Transcript Jen Houston: Good morning and good evening and good afterno |
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| May 12, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Tackling Even More Complexity: D-Wave Delivers Industry-First Hybrid Solver with Continuous Variables to Run on a Quantum Computer Empowe |
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| May 12, 2022 |
425 1 d684161d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) D-Wave Deploys First U.S.-Based Advantage Quantum Computer Accessible in the Leap Quantum Cloud Service New D-W |
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| May 12, 2022 |
425 1 d278999d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) The following communications were made available by D-Wave Systems Inc. (“D-Wave”) on various social media chan |
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| May 12, 2022 |
Exhibit 10.5 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| May 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 12, 2022 |
Filed by D-Wave Quantum Inc. and DPCM Capital, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) IPO Edge Interview Transcript – Alan Baratz and Emil Michael on IPO Edge May 9, 2022 (posted May 12, 2022) Jarrett |
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| May 9, 2022 |
D-Wave Analyst Day 2022: Welcome to Commercial Quantum Computing Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Final Reminder to Register for The D-Wave Analyst Day 2022 D-Wave Analyst Day 2022: Welcome to Commercial Quantum Computing Quantum compu |
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| April 26, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Reminder: Don?t Miss The D-Wave Analyst Day 2022 D-Wave Analyst Day 2022: Welcome to Commercial Quantum Computing Thursday, May 12, 10:00 |
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| April 25, 2022 |
425 1 d157094d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Absolute Return Podcast Julian Klymochko: We got a from Alan from D-Wave on the show today, going to give us a |
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| April 20, 2022 |
Filed by DPCM Capital, Inc. and D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Alan Baratz and Emil Michael, SPACInsider Podcast Transcript – 4/19/2022 Nicholas Clayton, SPACInsider Hello and w |
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| April 11, 2022 |
Please email D-Wave [email protected] with any additional questions. 425 1 d352791d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Hi [ ], Quantum computing can be complex, but building a commercial business around it shouldn’t be. You are co |
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| March 16, 2022 |
425 1 d282912d425.htm 425 Filed by DPCM Capital, Inc. and D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No. 333-263573 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) DPCM Capital Announces Filing of Registration Statement on Form S-4 in Connection with i |
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| March 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39 |
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| March 15, 2022 |
List of Subsidiaries of the Company Exhibit 21.1 DPCM CAPITAL, INC. LIST OF SUBSIDIARIES Entity Name Jurisdiction of Organization VNNA Merger Sub Corp. Delaware D-Wave Quantum Inc. Delaware DWSI Holdings Inc. Delaware DWSI Canada Holdings ULC British Columbia D-Wave Quantum Technologies Inc. British Columbia |
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| March 3, 2022 |
425 1 d310404d425.htm 425 Filed by DPCM Capital, Inc. and D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) CaixaBank Group, D-Wave Collaborate on Innovative New Quantum Applications for Finance Industry Leading bank in Spain |
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| February 14, 2022 |
XPOA / Dpcm Capital Inc / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 DPCM Capital, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 23344P101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 14, 2022 |
XPOA / Dpcm Capital Inc / ARISTEIA CAPITAL LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) DPCM Capital, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 23344P101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2022 |
XPOA / Dpcm Capital Inc / Sculptor Capital LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* DPCM CAPITAL, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 23344P101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 11, 2022 |
Exhibit 10.3 Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Agreement?) is made as of February 7, 2022, by and among CDPM Sponsor Group, LLC, a Delaware limited liability company (the ?Sponsor?), DPCM Capital, Inc., a Delaware corporation (?SPAC?), D-Wave Quantum Inc., a Delaware corporation and a direct, wholly-owned subsidiary of SPAC (?NewCo?) and D-Wave Syste |
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| February 11, 2022 |
Exhibit 10.4 Final Form REGISTRATION RIGHTS AND LOCK-UP AGREEMENT THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among D-Wave Quantum Inc., a Delaware corporation (the ?Company?), each former holder of shares of Class B common stock, par value $0.0001 per share, of DPCM Capital, Inc., a Delaware corporation (?DPCM?), who re |
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| February 11, 2022 |
Form of PIPE Subscription Agreement Exhibit 10.5 Final Form SUBSCRIPTION AGREEMENT DPCM Capital, Inc. D-Wave Quantum Inc. 382 NE 191 Street, #24148 Miami, FL 33179 Ladies and Gentlemen: In connection with the proposed business combination (the ?Transaction?) to be effected in accordance with a Transaction Agreement (as the same may be amended or supplemented from time to time in accordance with its terms, the ?Transaction Agreement? |
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| February 11, 2022 |
Exhibit 10.1 PLAN OF ARRANGEMENT Under Section 288 of the Business Corporations Act (British Columbia) concerning D-Wave Systems Inc. ARTICLE 1 INTERPRETATION 1.1 Definitions For the purposes of this Plan of Arrangement, the following have the respective meanings set forth below: ?Affected Person? has the meaning set forth in Section 4.5(a); ?Affiliate? means, with respect to any Person, any other |
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| February 11, 2022 |
Exhibit 2.1 EXECUTION VERSION TRANSACTION AGREEMENT BY AND AMONG DPCM CAPITAL, INC., D-WAVE QUANTUM INC., DWSI HOLDINGS INC., DWSI CANADA HOLDINGS ULC, D-WAVE QUANTUM TECHNOLOGIES INC., AND D-WAVE SYSTEMS INC. DATED AS OF FEBRUARY 7, 2022 TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS 9 Section 1.1 Definitions 9 ARTICLE II CLOSING 31 Section 2.1 Closing of the Transactions 31 Section 2.2 Closing |
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| February 11, 2022 |
Exhibit 10.2 EXECUTION VERSION TRANSACTION SUPPORT AGREEMENT This Transaction Support Agreement (this ?Agreement?) is made as of February 7, 2022, BY AND AMONG: The person executing this Agreement as ?Shareholder? of the Company on the signature page hereof (the ?Shareholder?); ? and ? D-Wave Systems Inc., a British Columbia company (the ?Company?); ? and ? DPCM Capital, Inc., a Delaware corporati |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2022 DPCM CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39638 85-0525645 (State or other jurisdiction of incorporation) (Commission fil |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2022 DPCM CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39638 85-0525645 (State or other jurisdiction of incorporation) (Commission fil |
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| February 9, 2022 |
Filed by DPCM Capital, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DPCM Capital Inc. (Commission File No. 001-39638) Emily Chang, Bloomberg Live The competition to build a quantum computer is heating up. Today, Canadian quantum computer maker D-Wave Systems is merging with a blank che |
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| February 8, 2022 |
425 1 d254117d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) QUANTUM GENERAL CAUTIONARY NOTE CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This presentation (“Presentation”) is solely for inform |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2022 DPCM CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39638 85-0525645 (State or other jurisdiction of incorporation) (Commission fil |
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| February 8, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) The following communications were made available by D-Wave Systems Inc. (“D-Wave”) in connection with the proposed business combination between D-Wave and DPCM Capita |
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| February 8, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2022 DPCM CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39638 85-0525645 (State or other jurisdiction of incorporation) (Commission fil |
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| February 8, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Investor Presentation ? Transcript Emil Michael: Hi, my name is Emil Michael, I?m the Chairman and CEO of DPCM Capital. I?m a four-time entrepreneur, and my latest en |
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| February 8, 2022 |
EX-99.1 Exhibit 99.1 D-Wave, a Global Leader in Quantum Computing Systems, Software and Services Announces Plans to Bring Commercial Quantum Computing to Public Markets Via Transaction with DPCM Capital, Inc. Transaction expected to accelerate D-Wave’s ability to expand quantum computing beyond theory and government-funded research to innovative commercial quantum solutions for enterprises Transac |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2022 DPCM CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39638 85-0525645 (State or other jurisdiction of incorporation) (Commission fil |
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| February 8, 2022 |
425 1 d281419d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Dear [ ], This morning, D-Wave announced our plans to go public through a merger with DPCM Capital. You can find the press release on the D- |
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| February 8, 2022 |
Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) TD Ameritrade Interview Transcript – Alan Baratz on TD Ameritrade Network 2/8/2022 Nicole Petallides, TD Ameritrade Network Live in New York City. Check it out, lots |
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| February 8, 2022 |
425 1 d274171d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Dear [ ], This morning, D-Wave announced our plans to go public through a merger with DPCM Capital. You can find the press release on the D- |
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| February 8, 2022 |
425 1 d254117d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) D-Wave, a Global Leader in Quantum Computing Systems, Software and Services Announces Plans to Bring Commercial Quantum Computing to Public |
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| February 8, 2022 |
EX-99.2 Exhibit 99.2 QUANTUM GENERAL CAUTIONARY NOTE CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This presentation (“Presentation”) is solely for informational purposes and has been prepared to assist interested parties in making their own This Presentation contains forward-looking statements that are based on beliefs and assumptions, and on information currently available. evaluation wit |
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| February 8, 2022 |
EX-99.3 Exhibit 99.3 Investor Presentation – Transcript Emil Michael: Hi, my name is Emil Michael, I’m the Chairman and CEO of DPCM Capital. I’m a four-time entrepreneur, and my latest endeavor was being the Chief Business Officer at Uber, effectively the number two, where I focused on raising money, added up to about $15 billion over my four years there. I ran our China business, and our Enterpri |
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| February 8, 2022 |
425 1 d259903d425.htm 425 Filed by D-Wave Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DPCM Capital, Inc. (Commission File No. 001-39638) Dear Shareholders, This morning, we announced our plans to go public through a merger with DPCM Capital. You can find the press release on t |
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| December 21, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| November 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 18, 2021 DPCM Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39638 85-0525645 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 19, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition P |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39638 DPCM CAPIT |
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| July 23, 2021 |
JAM CITY, INC. AND DPCM CAPITAL, INC. MUTUALLY AGREE TO TERMINATE BUSINESS COMBINATION AGREEMENT Exhibit 99.1 JAM CITY, INC. AND DPCM CAPITAL, INC. MUTUALLY AGREE TO TERMINATE BUSINESS COMBINATION AGREEMENT MIAMI, FL and LOS ANGELES, CA? July 23, 2021 ? DPCM Capital, Inc. (?DPCM Capital?) (NYSE: XPOA), a publicly traded special purpose acquisition company, and Jam City, Inc. (?Jam City?), a leading mobile entertainment company behind some of the world?s highest grossing and most enduring mobi |
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| July 23, 2021 |
Exhibit 10.1 Execution Version TERMINATION OF BUSINESS COMBINATION AGREEMENT Termination of Business Combination Agreement, dated as of July 23, 2021 (this ?Termination?), among DPCM Capital, Inc., a Delaware corporation (?DPCM?), VNNA Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of DPCM (?Merger Sub?), CDPM Sponsor Group, LLC, a Delaware limited liability company and spons |
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| July 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 23, 2021 DPCM Capital, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39638 (Commission File Number) 85-0 |
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| July 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39638 DPCM CAPI |
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| June 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 24, 2021 DPCM Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39638 85-0525645 (State or other jurisdiction of incorporation) (Commission File N |
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| June 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001- |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 DPCM CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39638 85-0525645 (State or other jurisdiction of incorporation) (Commission file nu |
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| May 28, 2021 |
DPCM Capital, Inc. Receives Expected Notice from the NYSE Regarding Delayed Quarterly Report Exhibit 99.1 DPCM Capital, Inc. Receives Expected Notice from the NYSE Regarding Delayed Quarterly Report Miami, Florida, May 28, 2021 ? DPCM Capital, Inc. (NYSE: XPOA) (the ?Company?) today announced that it received a notice (the ?Notice?) from the staff of NYSE Regulation of the New York Stock Exchange (the ?NYSE?) indicating that the Company is now subject to the procedures set forth in Sectio |
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| May 25, 2021 |
Form of Subscription Agreement for Employee Individual Investors. EX-10.4 6 ea141482ex10-4dpcmcapital.htm FORM OF SUBSCRIPTION AGREEMENT FOR INSIDER INDIVIDUAL INVESTORS Exhibit 10.4 SUBSCRIPTION AGREEMENT DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 DPCM Capital, Inc. Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) among DPCM Capital, Inc., a Delaware corporation (the “Company”), Jam City, Inc., a D |
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| May 25, 2021 |
EX-10.2 4 ea141482ex10-2dpcmcapital.htm SPONSOR SUPPORT AGREEMENT, DATED AS OF MAY 19, 2021, BY AND AMONG SPONSOR, JC, NEW JC LLC AND PARENT Exhibit 10.2 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT SPONSOR SUPPORT AGREEMENT, dated as of May 19, 2021 (this “Agreement”), by and among CDPM Sponsor Group, LLC, a Delaware limited liability company (“Sponsor”), DPCM Capital, Inc., a Delaware corporation |
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| May 25, 2021 |
Form of Subscription Agreement for Josh Yguado Exhibit 10.8 SUBSCRIPTION AGREEMENT DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 DPCM Capital, Inc. Ladies and Gentlemen: In connection with the proposed business combination (the ?Transaction?) among DPCM Capital, Inc., a Delaware corporation (the ?Company?), Jam City, Inc., a Delaware corporation (?Old Jam City?), and New Jam City, LLC, a Delaware limited liability company (?New |
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| May 25, 2021 |
Form of Subscription Agreement for Kabam, Inc. Exhibit 10.7 SUBSCRIPTION AGREEMENT DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 DPCM Capital, Inc. Ladies and Gentlemen: In connection with the proposed business combination (the ?Transaction?) among DPCM Capital, Inc., a Delaware corporation (the ?Company?), Jam City, Inc., a Delaware corporation (?Old Jam City?), and New Jam City, LLC, a Delaware limited liability company (?New |
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| May 25, 2021 |
Exhibit 10.2 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT SPONSOR SUPPORT AGREEMENT, dated as of May 19, 2021 (this “Agreement”), by and among CDPM Sponsor Group, LLC, a Delaware limited liability company (“Sponsor”), DPCM Capital, Inc., a Delaware corporation (“Parent”), Jam City, Inc., a Delaware corporation (“JC”) and New Jam City, LLC, a Delaware limited liability company (“New JC LLC”). WHEREA |
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| May 25, 2021 |
EX-10.1 3 ea141482ex10-1dpcmcapital.htm STOCKHOLDER SUPPORT AGREEMENT, DATED AS OF MAY 19, 2021, BY AND AMONG PARENT AND THE KEY COMPANY STOCKHOLDERS Exhibit 10.1 EXECUTION VERSION STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT, dated as of May 19, 2021 (this “Agreement”), by and among DPCM Capital, Inc., a Delaware corporation (“Parent”), and certain of the stockholders of Jam City, |
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| May 25, 2021 |
Form of Subscription Agreement for FremantleMedia Group Ltd. EX-10.6 8 ea141482ex10-6dpcmcapital.htm SUBSCRIPTION AGREEMENT, DATED AS OF MAY 19, 2020, BETWEEN PARENT AND FREMANTLEMEDIA GROUP LTD Exhibit 10.6 SUBSCRIPTION AGREEMENT DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 DPCM Capital, Inc. Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) among DPCM Capital, Inc., a Delaware corporation (the “ |
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| May 25, 2021 |
Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among DPCM Capital, Inc., VNNA Merger Sub Corp., Jam City, Inc., and New Jam City, LLC Dated as of May 19, 2021 Table of Contents Page Article I. DEFINITIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 16 Section 1.03 Construction 19 Article II. AGREEMENT AND PLAN OF MERGER 20 Section 2.01 The Merger 20 S |
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| May 25, 2021 |
Form of Subscription Agreement for Institutional Investors EX-10.5 7 ea141482ex10-5dpcmcapital.htm FORM OF SUBSCRIPTION AGREEMENT FOR INSTITUTIONAL INVESTORS Exhibit 10.5 SUBSCRIPTION AGREEMENT DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 DPCM Capital, Inc. Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) among DPCM Capital, Inc., a Delaware corporation (the “Company”), Jam City, Inc., a Delawa |
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| May 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2021 DPCM CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-249274 85-0525645 (State or other jurisdiction of incorporation) (Commission file n |
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| May 25, 2021 |
Form of Subscription Agreement for FremantleMedia Group Ltd. Exhibit 10.6 SUBSCRIPTION AGREEMENT DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 DPCM Capital, Inc. Ladies and Gentlemen: In connection with the proposed business combination (the ?Transaction?) among DPCM Capital, Inc., a Delaware corporation (the ?Company?), Jam City, Inc., a Delaware corporation (?Old Jam City?), and New Jam City, LLC, a Delaware limited liability company (?New |
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| May 25, 2021 |
Form of Subscription Agreement for Kabam, Inc. EX-10.7 9 ea141482ex10-7dpcmcapital.htm SUBSCRIPTION AGREEMENT, DATED AS OF MAY 19, 2020, BETWEEN PARENT AND KABAM, INC Exhibit 10.7 SUBSCRIPTION AGREEMENT DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 DPCM Capital, Inc. Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) among DPCM Capital, Inc., a Delaware corporation (the “Company”), Jam |
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| May 25, 2021 |
EX-10.1 3 ea141482ex10-1dpcmcapital.htm STOCKHOLDER SUPPORT AGREEMENT, DATED AS OF MAY 19, 2021, BY AND AMONG PARENT AND THE KEY COMPANY STOCKHOLDERS Exhibit 10.1 EXECUTION VERSION STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT, dated as of May 19, 2021 (this “Agreement”), by and among DPCM Capital, Inc., a Delaware corporation (“Parent”), and certain of the stockholders of Jam City, |
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| May 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2021 DPCM CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-249274 85-0525645 (State or other jurisdiction of incorporation) (Commission file n |
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| May 25, 2021 |
Form of Subscription Agreement for Institutional Investors. Exhibit 10.5 SUBSCRIPTION AGREEMENT DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 DPCM Capital, Inc. Ladies and Gentlemen: In connection with the proposed business combination (the ?Transaction?) among DPCM Capital, Inc., a Delaware corporation (the ?Company?), Jam City, Inc., a Delaware corporation (?Old Jam City?), and New Jam City, LLC, a Delaware limited liability company (?New |
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| May 25, 2021 |
Form of Subscription Agreement for Individual Investors. Exhibit 10.3 SUBSCRIPTION AGREEMENT DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 DPCM Capital, Inc. Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) among DPCM Capital, Inc., a Delaware corporation (the “Company”), Jam City, Inc., a Delaware corporation (“Old Jam City”), and New Jam City, LLC, a Delaware limited liability company (“New |
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| May 25, 2021 |
Form of Subscription Agreement for Josh Yguado. Exhibit 10.8 SUBSCRIPTION AGREEMENT DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 DPCM Capital, Inc. Ladies and Gentlemen: In connection with the proposed business combination (the ?Transaction?) among DPCM Capital, Inc., a Delaware corporation (the ?Company?), Jam City, Inc., a Delaware corporation (?Old Jam City?), and New Jam City, LLC, a Delaware limited liability company (?New |
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| May 25, 2021 |
Form of Subscription Agreement for Individual Investors EX-10.3 5 ea141482ex10-3dpcmcapital.htm FORM OF SUBSCRIPTION AGREEMENT FOR INDIVIDUAL INVESTORS Exhibit 10.3 SUBSCRIPTION AGREEMENT DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 DPCM Capital, Inc. Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) among DPCM Capital, Inc., a Delaware corporation (the “Company”), Jam City, Inc., a Delaware |
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| May 25, 2021 |
Form of Subscription Agreement for Employee Individual Investors EX-10.4 6 ea141482ex10-4dpcmcapital.htm FORM OF SUBSCRIPTION AGREEMENT FOR INSIDER INDIVIDUAL INVESTORS Exhibit 10.4 SUBSCRIPTION AGREEMENT DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 DPCM Capital, Inc. Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) among DPCM Capital, Inc., a Delaware corporation (the “Company”), Jam City, Inc., a D |
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| May 25, 2021 |
Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among DPCM Capital, Inc., VNNA Merger Sub Corp., Jam City, Inc., and New Jam City, LLC Dated as of May 19, 2021 Table of Contents Page Article I. DEFINITIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 16 Section 1.03 Construction 19 Article II. AGREEMENT AND PLAN OF MERGER 20 Section 2.01 The Merger 20 S |
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| May 20, 2021 |
EX-99.1 2 ea141328ex99-1dpcmcap.htm JOINT PRESS RELEASE OF THE REGISTRANT AND JAM CITY, INC., DATED MAY 20, 2021 Exhibit 99.1 Leading Mobile Entertainment Company Jam City to Become Publicly Traded Company Through Merger with DPCM Capital, Inc. Proceeds to accelerate Jam City’s proven growth strategy, including acquisition of leading Montreal-based mobile game publisher Ludia, Inc. The transaction |
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| May 20, 2021 |
EX-99.2 3 ea141328ex99-2dpcmcap.htm INVESTOR PRESENTATION Exhibit 99.2 Proprietary and Confidential. Investor Presentation May 2021 2 This Presentation (together with oral statements made in connection herewith, the “Presentation”) is for informational purpos es only to assist prospective purchasers in a private placement in making their own evaluation with respect to the proposed business combina |
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| May 20, 2021 |
Exhibit 99.2 Proprietary and Confidential. Investor Presentation May 2021 2 This Presentation (together with oral statements made in connection herewith, the ?Presentation?) is for informational purpos es only to assist prospective purchasers in a private placement in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) betwe en DPCM Capital, I |
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| May 20, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2021 DPCM CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-249274 85-0525645 (State or other jurisdiction of incorporation) (Commission file n |
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| May 20, 2021 |
Exhibit 99.1 Leading Mobile Entertainment Company Jam City to Become Publicly Traded Company Through Merger with DPCM Capital, Inc. Proceeds to accelerate Jam City?s proven growth strategy, including acquisition of leading Montreal-based mobile game publisher Ludia, Inc. The transaction values the combined company at an enterprise value of $1.2 billion, and proceeds are expected to support future |
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| May 20, 2021 |
Filed by DPCM Capital, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: DPCM Capital, Inc. Commission File No. 333-249274 Date: May 20, 2021 INVESTOR PRESENTATION SCRIPT Operator Welcome to today?s conference call announcing the business combination of Jam City and DPCM Capital. Joining us |
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| May 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2021 DPCM CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-249274 85-0525645 (State or other jurisdiction of incorporation) (Commission file n |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Perio |
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| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39638 DPCM CAPITAL, |
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| March 31, 2021 |
EX-4.5 2 f10k2020ex4-5dpcmcapital.htm DESCRIPTION OF SECURITIES Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of certain securities of DPCM Capital, Inc., a Delaware corporation (“we,” “us,” “our” or “the company”), is not intended to be a complete summary of the rights and |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DPCM Capital, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 23344P101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 16, 2021 |
Joint Filing Agreement (filed herewith). EX-99.1 2 ea135392ex99-1dpcm.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT February 16, 2021 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Sectio |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* DPCM Capital, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 23344P101 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 3, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 DPCM Capital, Inc. (Name of Issuer) Units (Title of Class of Securities) 23344P200 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d- |
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| January 13, 2021 |
SC 13G 1 d109719dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DPCM Capital, Inc. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 23344P200 (CUSIP Number) January 7, 2021 (Date of Event Which Requires Filing of this Statement) Check t |
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| December 11, 2020 |
SC 13G 1 ea131502-13grpinvestdpcm.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DPCM Capital, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 23344P200 (CUSIP Number) December 4, 2020 (Date of Event which Requires Filing of this Statement) |
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| December 11, 2020 |
Joint Filing Agreement (filed herewith). EXHIBIT 99.1 JOINT FILING AGREEMENT December 11, 2020 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there |
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| December 10, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 10, 2020 DPCM Capital, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39638 (Commission File Number) |
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| December 10, 2020 |
Exhibit 99.1 DPCM Capital, Inc. Announces the Separate Trading of Its Class A Common Stock and Warrants Commencing on or About December 11, 2020 Miami, Florida, December 10, 2020 ? DPCM Capital, Inc. (the ?Company?), today announced that holders of the units sold in the Company?s initial public offering of 30,000,000 units completed on October 23, 2020 (the ?offering?) may elect to separately trad |
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| December 4, 2020 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39638 DPCM |
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| November 3, 2020 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of DPCM Capital, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, a |
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| November 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13G Under the Securities Exchange Act of 1934 DPCM CAPITAL, INC. (Name of Issuer) Units, Consisting of Class A Common Shares, par value $0.0001 per share, and one-third of one Warrant (Title of Class of Securities) 23344P200 (CUSIP Number) October 22, 2020 (Date of Event, which Requires Filing of th |
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| November 2, 2020 |
EX-99.1 2 tm2034742d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of DPCM Capital, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated |
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| November 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 DPCM CAPITAL, INC. (Name of Issuer) Units, Consisting of Class A Common Shares, par value $0.0001 per share, and one-third of one Warrant (Title of Class of Securities) 23344P200 (CUSIP Number) October 21, 2020 (Date of Event, which Requires Filing of this Statement) Check |
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| October 29, 2020 |
DPCM CAPITAL, INC. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 DPCM CAPITAL, INC. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of DPCM Capital, Inc. Opinion on the Financial Statement We have audited the accompanying balance sheet of DPCM Capi |
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| October 29, 2020 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 23, 2020 DPCM Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39638 85-0525645 (State or other jurisdiction of incorporation) (Commission Fil |
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| October 26, 2020 |
Underwriting Agreement, dated October 20, 2020, between the Company and UBS Securities LLC EX-1.1 2 ea128867ex1-1dpcmcap.htm UNDERWRITING AGREEMENT, DATED OCTOBER 20, 2020, BETWEEN THE COMPANY AND UBS SECURITIES LLC Exhibit 1.1 DPCM Capital, Inc. 30,000,000 Units Underwriting Agreement October 20, 2020 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 As representative (the “Representative”) of the several Underwriters named in Schedule I hereto, Ladies and Gentlem |
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| October 26, 2020 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 20, 2020, by and between DPCM Capital, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File |
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| October 26, 2020 |
EX-10.4 8 ea128867ex10-4dpcmcap.htm WARRANT PURCHASE AGREEMENT, DATED OCTOBER 20, 2020, BETWEEN THE COMPANY AND CDPM SPONSOR GROUP, LLC Exhibit 10.4 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of October 20, 2020, is entered into by and between DPCM Capital, Inc., a Delaware corporation (the “Company”), and CDPM Sp |
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| October 26, 2020 |
DPCM Capital, Inc. Announces Pricing of Upsized $300 Million Initial Public Offering EX-99.1 10 ea128867ex99-1dpcmcap.htm PRESS RELEASE, DATED OCTOBER 21, 2020 Exhibit 99.1 DPCM Capital, Inc. Announces Pricing of Upsized $300 Million Initial Public Offering Miami, Florida, October 21, 2020 — DPCM Capital, Inc. (the “Company”), today announced the pricing of its initial public offering of 30,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the New |
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| October 26, 2020 |
Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DPCM Capital, Inc. October 20, 2020 DPCM Capital, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “DPCM Capital, Inc.”. The original certificate of incorporation of the Corporation was filed with the Secretary of |
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| October 26, 2020 |
EX-4.1 4 ea128867ex4-1dpcmcap.htm WARRANT AGREEMENT, DATED OCTOBER 20, 2020, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 20, 2020, is by and between DPCM Capital, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose |
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| October 26, 2020 |
EX-10.3 7 ea128867ex10-3dpcmcap.htm REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT, DATED OCTOBER 20, 2020, AMONG THE COMPANY, CDPM SPONSOR GROUP, LLC AND CERTAIN SECURITYHOLDERS Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 2020, is made and entered into by and among DPCM Capital, Inc., a De |
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| October 26, 2020 |
Exhibit 10.1 October 20, 2020 DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between DPCM Capital, Inc., a Delaware corporation (the “Company”), and UBS Securities LLC ( |
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| October 26, 2020 |
8-K 1 ea128867-8kdpcmcapital.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 20, 2020 DPCM Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39638 85-0525645 (State or othe |
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| October 26, 2020 |
EX-10.5 9 ea128867ex10-5dpcmcap.htm ADMINISTRATIVE SERVICES AGREEMENT, DATED OCTOBER 20, 2020, BETWEEN THE COMPANY AND CDPM SPONSOR GROUP, LLC Exhibit 10.5 DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 October 20, 2020 CDPM Sponsor Group, LLC 382 NE 191 Street, #24148 Miami, FL 33179 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between DPC |
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| October 23, 2020 |
PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-249274 and 333-249575 $300,000,000 DPCM Capital, Inc. 30,000,000 Units DPCM Capital, Inc. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to thro |
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| October 20, 2020 |
As filed with the Securities and Exchange Commission on October 20, 2020 Registration No. |
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| October 20, 2020 |
- FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DPCM Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 85-0525645 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 382 |
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| October 14, 2020 |
[Signature Page to Letter Agreement] EX-10.2 3 fs12020a1ex10-2dpcmcapital.htm FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND ITS OFFICERS AND DIRECTORS AND CDPM Exhibit 10.2 [●], 2020 DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement” |
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| October 14, 2020 |
Form of Underwriting Agreement** Exhibit 1.1 DPCM Capital, Inc. 25,000,000 Units Underwriting Agreement October [ ], 2020 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 As representative (the “Representative”) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: DPCM Capital, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this |
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| October 14, 2020 |
S-1/A 1 fs12020a1dpcmcapital.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on October 14, 2020 Registration No. 333-249274 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DPCM Capital, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 |
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| October 2, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between DPCM Capital, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial p |
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| October 2, 2020 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DPCM Capital, Inc. [●], 2020 DPCM Capital, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “DPCM Capital, Inc.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State o |
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| October 2, 2020 |
Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW DPCM Capital, inc. Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or its registered assigns, is the registered holder of warrant(s) evidenced |
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| October 2, 2020 |
EX-4.2 6 fs12020ex4-2dpcmcapital.htm SPECIMEN CLASS A COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER SHARES C- CUSIP [●] SEE REVERSE FOR CERTAIN DEFINITIONS DPCM Capital, inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF DPCM CAPITAL, IN |
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| October 2, 2020 |
Form of Warrant Purchase Agreement between the Registrant and CDPM Sponsor Group, LLC Exhibit 10.6 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [●], 2020, is entered into by and between DPCM Capital, Inc., a Delaware corporation (the “Company”), and CDPM Sponsor Group, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public offering |
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| October 2, 2020 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020, by and between DPCM Capital, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection thro |
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| October 2, 2020 |
Power of Attorney (included on signature page to the initial Registration Statement)* As filed with the Securities and Exchange Commission on October 2, 2020 Registration No. |
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| October 2, 2020 |
EX-99.1 19 fs12020ex99-1dpcmcapital.htm CONSENT OF PETER DIAMANDIS Exhibit 99.1 Consent of Director Nominee DPCM Capital, Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of DPCM Capital, Inc. (the “Company”), the undersigned hereby cons |
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| October 2, 2020 |
Exhibit 10.2 [●], 2020 DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between DPCM Capital, Inc., a Delaware corporation (the “Company”), and UBS Securities LLC (the “Un |
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| October 2, 2020 |
EX-10.1 10 fs12020ex10-1dpcmcapital.htm PROMISSORY NOTE, DATED AS OF APRIL 8, 2020, ISSUED TO CDPM SPONSOR GROUP, LLC Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THE |
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| October 2, 2020 |
Specimen Common Stock Certificate of D-Wave Quantum Inc. EX-4.1 5 fs12020ex4-1dpcmcapital.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 Number U- Units CUSIP [•] SEE REVERSE FOR CERTAIN DEFINITIONS DPCM Capital, Inc. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- THIRD OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of |
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| October 2, 2020 |
Exhibit 10.5 DPCM CAPITAL, INC. 820 W 41st Street Miami Beach, Florida 33140 June 22, 2020 CDPM Sponsor Group, LLC 820 W 41st Street Miami Beach, Florida 33140 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer CDPM Sponsor Group, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares (“Founder Shares”) of Class B common stock, $0. |
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| October 2, 2020 |
EX-10.3 12 fs12020ex10-3dpcmcapital.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020, by and between DPCM Capital, Inc., a Delaware corporation (the “Company”), and Continental Stock |
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| October 2, 2020 |
Form of Administrative Services Agreement between the Registrant and CDPM Sponsor Group, LLC EX-10.8 17 fs12020ex10-8dpcmcapital.htm FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND CDPM SPONSOR GROUP, LLC Exhibit 10.8 DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179 [●], 2020 CDPM Sponsor Group, LLC 382 NE 191 Street, #24148 Miami, FL 33179 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between DPCM Capital, Inc. ( |
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| October 2, 2020 |
Exhibit 99.3 Consent of Director Nominee DPCM Capital, Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of DPCM Capital, Inc. (the “Company”), the undersigned hereby consents to being named and described as a director nominee in the Regi |
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| October 2, 2020 |
Exhibit 99.2 Consent of Director Nominee DPCM Capital, Inc. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of DPCM Capital, Inc. (the “Company”), the undersigned hereby consents to being named and described as a director nominee in the Regi |
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| October 2, 2020 |
EX-3.1 2 fs12020ex3-1dpcmcapital.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CPDM Capital, Inc. THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incor |
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| October 2, 2020 |
EX-3.3 4 fs12020ex3-3dpcmcapital.htm BYLAWS Exhibit 3.3 BY LAWS OF DPCM CAPITAL, INC. (THE “CORPORATION”) Article I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Co |
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| October 2, 2020 |
Exhibit 10.4 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among DPCM Capital, Inc., a Delaware corporation (the “Company”), CDPM Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page |
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| August 28, 2020 |
As submitted confidentially with the U.S. Securities and Exchange Commission on August 28, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER TH |
