XPOA DPCM Capital Inc

Item 5.07 Submission of Matters to a Vote of Security Holders

On August 2, 2022, DPCM Capital, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) in connection with the Transaction Agreement, relating to a proposed business combination between inter alios, DPCM, D-Wave Systems Inc.(“D-Wave”), and D-Wave Quantum, Inc. (“D-Wave Quantum”) (together with DPCM and D-Wave, in connection with the Transaction Agreement, the “Transaction”), as described in the proxy statement filed by the Company with the SEC on July 13, 2022 (the “Proxy Statement”). Present at the Special Meeting were holders of 27,041,549 shares of the Company’s common stock (the “Common Stock”) in person or by proxy, representing 72.11% of the voting power of the Common Stock as of June 10, 2022, the record date for the Special Meeting (the “Record Date”), and constituting a quorum for the transaction of business. As of the Record Date, there were 37,500,000 shares of Common Stock issued and outstanding.

At the Special Meeting, the Company’s stockholders approved the Transaction Proposal, the Equity Incentive Plan Proposal, and the Employee Stock Purchase Plan Proposal, in each case as defined and described in greater detail in the Proxy Statement. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company’s stockholders as the Transaction Agreement Proposal, the Equity Incentive Plan Proposal, and the Employee Stock Purchase Plan Proposal each received a sufficient number of votes for approval.

Set forth below are the final voting results for the Transaction Agreement Proposal, the Equity Incentive Plan Proposal, and the Employee Stock Purchase Plan Proposal:

The Transaction Proposal

The proposal to adopt the Transaction Agreement, dated as of February 7, 2022 (as it may be amended and/or restated from time to time, the “Transaction Agreement”), by and among the Company, D-Wave Quantum, Inc., DWSI Holdings, Inc., DWSI Canada Holdings ULC, D-Wave Quantum Technologies, Inc., and D-Wave Systems Inc., and the transactions contemplated thereby, pursuant to which, among other things, D-Wave will become a wholly-owned subsidiary of D-Wave Quantum, was approved. The voting results were as follows:

Class A Common Stock and Class B Common Stock, voting together as a single class

Class A Common Stock, voting separately as a single series

The Equity Incentive Plan Proposal

The proposal to approve and adopt the 2022 Equity Incentive Plan, a copy of which was attached to the Proxy Statement as Annex B was approved. The voting results were as follows:

The Employee Stock Purchase Plan Proposal

The proposal to approve and adopt the Employee Stock Purchase Plan, a copy of which was attached to the Proxy Statement as Annex C was approved. The voting results were as follows:

Stockholders holding 29,097,787 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $291,365,553.22 (approximately $10.01 per share) will be removed from the Company’s Trust Account to pay such stockholders.

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