D-Wave Quantum Inc. 8-K

What Happened

• D-Wave Quantum Inc. announced on January 6, 2026 that it entered into a definitive Agreement and Plan of Merger to acquire Quantum Circuits, Inc. The company filed the Merger Agreement on an 8-K and issued a press release on January 7, 2026.
• The announced Transaction Consideration consists of $300 million in D-Wave common stock (issued at closing) plus $250 million in cash, subject to a net debt adjustment and other customary adjustments. The deal also addresses treatment of Quantum Circuits’ equity awards (unvested options assumed and converted; vested options/warrants cancelled for pro rata consideration).

Key Details

• Total announced consideration: $300,000,000 in D-Wave common stock + $250,000,000 cash (subject to adjustments).
• Stock component calculated using the 10‑day VWAP ending three trading days before closing, with a collar for pricing between $22.30 and $39.03 per share.
• Closing conditions include HSR clearance/expiration of waiting periods, no governmental order blocking the deal, accuracy of reps and warranties (with customary materiality thresholds), no material adverse effect, and NYSE listing authorization for shares issued.
• Lock-up agreements: each identified Key Employee agreed that 50% of the Common Stock they receive at closing will be nontransferable for five years, with certain acceleration conditions (employment on 12- and 18‑month anniversaries or termination for specified reasons). The Merger Agreement may be terminated under customary circumstances and, subject to conditions, if closing has not occurred by April 6, 2026.

Why It Matters

• The filing documents a material acquisition: D-Wave will issue equity worth $300M and pay $250M cash (adjusted as provided) to buy Quantum Circuits, which will affect D-Wave’s capital structure and outstanding shares.
• The transaction is subject to customary regulatory and closing conditions including antitrust review and NYSE listing approval, so completion is not guaranteed and timing depends on those clearances.
• Investors should note the equity issuance mechanics (VWAP-based share count with a price collar), treatment of Quantum Circuits’ option holders, and multi-year lock-ups for key employees — all factual items disclosed in the 8-K and associated exhibits (Merger Agreement, Form of Lock-Up, press release).