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WARRANT LIABILITIES
9 Months Ended
Sep. 30, 2025
Other Liabilities Disclosure [Abstract]  
WARRANT LIABILITIES
7. WARRANT LIABILITIES
Public and Private Warrants
In conjunction with the Merger, the Company assumed 10,000,000 DPCM public warrants (the "Public Warrants") and 8,000,000 DPCM private warrants (the "Private Warrants"; collectively with the Public Warrants, the "Warrants"). As part of the Merger, each DPCM Public Warrant and Private Warrant that was issued and outstanding immediately prior to the Merger was automatically and irrevocably converted into one warrant of the Company.
During the three and nine months ended September 30, 2025, 3,509,635 and 12,146,144 Warrants were exercised by holders in accordance with the Warrant Agreement (as defined below). As a result of these exercises, during the three and nine months ended September 30, 2025, the Company issued 5,103,454 and 17,661,925 Common Shares. In connection with the exercises, during the three months ended September 30, 2025, the Company received cash proceeds of $39.9 million and reclassified $71.9 million, representing the fair value of the warrant liabilities at the time of exercise, from warrant liabilities to additional paid-in capital; during the nine months ended September 30, 2025, the Company received cash proceeds of $139.2 million and reclassified $188.9 million, representing the fair value of the warrant liabilities at the time of exercise, from warrant liabilities to additional paid-in capital. The fair value of the liability pertaining to the exercised Warrants was remeasured immediately prior to exercise, and the change in fair value was recognized within change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss.
As of September 30, 2025, the Company had 5,777,467 Warrants outstanding, all of which were Public Warrants (all the Private Warrants having earlier been converted to Public Warrants). The Warrants are subject to the terms and conditions of the warrant agreement entered into between DPCM and Continental Stock Transfer & Trust Company, as amended by an assignment, assumption and amendment agreement with the Company, and further amended to date (as so amended, the “Warrant Agreement”). Effective as of March 11, 2025, Equiniti Trust Company, LLC serves as the warrant agent under the Warrant Agreement.
Each such Warrant is exercisable at an exercise price of $11.50 (the "Warrant Exercise Price") for 1.4541326 Common Shares, or an approximate exercise price per Common Share of $7.91 (the "Per Share Exercise Price"), subject to adjustments. The Warrants may be exercised for a whole number of Common Shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants will expire on August 5, 2027, or earlier upon redemption or liquidation.
The Company may redeem the outstanding Public Warrants:
in whole and not in part;
at $0.01 per Warrant upon a minimum of 30 days' prior written notice of redemption; provided that the last reported sales price of the Common Shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which such prior written notice is given (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalization and the like, the "Reference Value") equals or exceeds $18.00 per share (referred to below as the "Mandatory Redemption Price Condition");
alternatively, at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that the Reference Value equals or exceeds $10.00 per share; and provided further, that the holders may elect to exercise their Warrants on a "cashless basis" prior to redemption and receive a "make-whole exercise" number of Common Shares determined based on the redemption date relative to the remaining period to expiration of the Warrants and the fair market value per Common Share (as described in the Warrant Agreement); and
if, and only if, there is an effective registration statement covering the issuance of the Common Shares issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given, or an exemption from registration is available.
If the Company calls the outstanding Public Warrants for redemption as described in either the second or third bullet above, the Company will have the option to require all holders of such Warrants to exercise the Warrants on a “cashless basis,” as described in the Warrant Agreement. See Note 12 - Subsequent events: Mandatory Redemption of Warrants, for details regarding the Notice of Redemption delivered following the end of the quarter.
The exercise price and number of Common Shares issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of Common Shares at a price below the Per Share Exercise Price. Additionally, in no event will the Company be required to net cash settle the Warrants.
D-Wave Systems Warrant Transaction Agreements
In November 2020, contemporaneously with a revenue arrangement, D-Wave Systems entered into a contract pursuant to which D-Wave Systems agreed to cancel a previously issued warrant with a customer and replace it with a warrant to acquire up to 3,247,637 shares of its Class A Preferred Shares (the “Warrant Preferred Shares”), subject to certain vesting requirements. The warrant agreement was amended on August 5, 2022, contemporaneously with the closing of the Merger, to convert the Warrant Preferred Shares to a warrant to acquire up to 2,889,282 Common Shares of the Company in accordance with the conversion ratio of 0.889657 (the "Conversion Ratio") established in the Merger. The warrants vest based on various contractual milestones. The warrant agreement was terminated on November 28, 2022. As of the termination date of the agreement, approximately 40% of the warrants had vested, resulting in warrants exercisable into 1,155,713 Common Shares remaining after the termination date. The vested warrants will remain exercisable for up to 1,155,713 Common Shares at an exercise price of $2.16 per Common Share until November 29, 2026. As of September 30, 2025, no additional Warrant Preferred Shares were vested and/or were probable of vesting.