180 Degree Capital Portfolio Company D-Wave Systems Announces Intent To Become Public Company Through Merger With DPCM Capital

180 Degree Capital Corp. (NASDAQ:TURN) ("180") today noted that D-Wave Systems, Inc. ("D-Wave"), a legacy private portfolio holding, announced its intent to become a publicly traded company through a merger with DPCM Capital, Inc., ("XPOA"), a special purpose acquisition company ("SPAC"). If the transaction is completed as currently agreed to by each party, 180 would hold approximately 900,000 shares of common stock of the merged company.
 

According to D-Wave and XPOA, the transaction is expected to enhance D-Wave's leadership in commercial quantum computing and accelerate quantum use cases into significant customer segments, including manufacturing, logistics, pharmaceuticals, finance, and government. Upon closing of the transaction, shares of D-Wave Quantum Inc., a newly formed parent company of D-Wave and XPOA, are expected to trade on the NYSE under the symbol "QBTS."

D-Wave and XPOA stated the transaction values D-Wave at an equity value of approximately $1.2 billion USD. The transaction also includes an innovative incentive structure, whereby a bonus pool of 5 million shares will be allocated pro rata to non-redeeming public stockholders of XPOA, effectively reducing their cost basis. A similar bonus pool of up to 1.8 million shares has been established for Private Investment in Public Equity ("PIPE") investors to ensure the same effective cost basis for PIPE investors as for public stockholders of XPOA.

D-Wave and XPOA further noted that the transaction, which has been unanimously approved by the Board of Directors of D-Wave as well as the Board of Directors of XPOA, is expected to close in the second quarter of 2022, subject to the satisfaction of customary closing conditions, including the approval of the stockholders of XPOA.

Legacy Private Portfolio Monetization Update

"Five years ago, we started an effort to remake 180 through the transition from venture capital investments to public company investments," said Kevin M. Rendino, Chief Executive Officer of 180. "Judging from the current asset mix on our balance sheet, our business today has almost no resemblance to the one we inherited and is predominantly cash and public equities. Over the last nine months we have become increasingly optimistic about our ability to monetize our private portfolio, and are pleased with today's announcement by D-Wave and XPOA. This announcement comes shortly after our press release on January 27, 2022, that provided an update on our potential to receive milestone payments from the acquisition of Petra Pharma Corporation by Eli Lilly and Company. If the merger of D-Wave with XPOA is completed, it would be a very significant milestone for 180 and would materially advance our strategy to have 100% of our portfolio in cash and public and public-related equities. Between D-Wave/XPOA, the potential for the $6.8 million milestone payment from the acquisition of Petra, as well as other developments in our legacy private portfolio, we are currently optimistic that we have the potential to see material monetization events from these holdings in 2022."