DPCM Capital Inc
Not certain, but think that if you held XPOA shares ***before the business combination closed***, you should get the bonus shares. The final prospectus says: ""**Upon the closing of the Transaction** (**the “Closing”**), **the following will occur**: • **Shares of DPCM Class A Common Stock will be converted into the right to receive an aggregate of 35,000,000 D-Wave Quantum Common Shares, assuming no redemptions.** Unlike most other business combinations with other special purpose acquisition companies, holders of DPCM Class A Common Stock (“Public Stockholders”) that do not elect to redeem their shares in connection with the Transaction will share in a bonus pool of 5,000,000 D-Wave Quantum Common Shares. **As a result, non-redeeming Public Stockholders will receive between 1.1666667 D-Wave Quantum Common Shares (assuming no redemptions by the Public Stockholders (the “No Redemption Scenario”)) and 1.4541326 D-Wave Quantum Common Shares if redemptions are equal to or greater than approximately 63.3%, for each share of DPCM Class A Common Stock.**" It would be pretty hard for brokers to give the 454 bonus shares to the person who held XPOA stock on the date of the vote and didn't redeem, and then sold the 1000 shares of XPOA to you the next day. So seems to make sense that if you held XPOA common stock ***on the day the business combination closed***, you get the bonus shares. It also seems likely that the business combination closed today, since the ticker is supposed to change Monday. So best guess is you will get 1454 shares of QBTS when the ticker changes, but that's just the opinion of some guy on reddit. Let us know which way it turns out, if you don't mind.
Pretty sure that is not correct. The vote approving the combination is one step in the process, but is ***not*** the date the business combination closes ( in most cases ). For example: "On ***July 19, 2022***, [CC Neuberger Principal Holdings II (“CCNB”)](https://www.sec.gov/Archives/edgar/data/1812667/000110465922080986/tm2221384d2_425.htm) held an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”) ..." The ***vote*** for GETY occurred on July 19. "On ***July 22, 2022*** (the “Closing Date”), [Getty Images Holdings, Inc.](https://www.sec.gov/Archives/edgar/data/1898496/000110465922083743/tm2221980d1_8k.htm) (“we,” “us,” “our,” “New CCNB” or the “Company”), formerly known as Vector Holding, LLC, consummated the transactions contemplated by that certain Business Combination Agreement ..." The business combination ***closed*** on July 22. XPOA should file the "Super 8-K" within 4 business days of the closing. If the closing was today, that would mean they should file it by next Thursday. In the Super 8-K, there usually is a statement similar to the above, stating what the "Closing Date" was.
Not necessarily because XPOA has a mechanism to incentivise shareholders to NOT redeem (don't remember the details, you should look it up - but they get a portion of the shares that do get redeemed, up to a certain cap). So be careful assuming redemptions will be high. They might be, but it's not the slam dunk you think it is based on the price action..
One big difference will be for the warrants. In the case of XPOA.WS, the final ratio remains to be determined but this is the formula: "[All outstanding warrants of DPCM](https://www.sec.gov/Archives/edgar/data/1821742/000119312522192992/d366416ddefm14a.htm) will be converted into the right to receive warrants of D-Wave Quantum (“D-Wave Quantum Warrants”). **Each such D-Wave Quantum Warrant will be exercisable for a number of D-Wave Quantum Common Shares equal to an amount equal to the lower of: (A) 1.4541326; and (B) (1) (x) the Post-Redemption DPCM Share Number (as defined below), plus (y) 5,000,000 divided by (2) the Post-Redemption DPCM Share Number (the lower of (A) and (B), the “Exchange Ratio”)**, at any time commencing 30 days after the completion of the Transaction."
Exchange ratio capped at \~1.46. XPOA's sponsor agreed to subject 1,813,125 (24.18%) shares to potential forfeiture, eligible for earnout if common stock price equals or exceeds (x) (1) $10.00 divided by (2) the Exchange Ratio (defined below) multiplied by (y) 1.2 for any 20 out of 30 days within 5 years following closing Exchange Ratio is the lower of: (A) 1.4541326; and (B) (1) (x) the post-redemption XPOA share number, plus (y) 5mm divided by (2) the post-redemption XPOA share number
30 million shares are owned currently by public shareholders of XPOA. Say that we see 75% redemption which is probably less than usual. That means 7.5 million shares will remain of those 30 million. Then the new 5 million shares will be distributed to the holders of those 7.5 million shares so each share would basically get another 0.67 share for free
Can’t wait to see how XPOA redemption numbers shake out. There are 30 million shares and an additional 5 million shares will be distributed pro rata to those who don’t redeem. Could be a major windfall if it gets heavily redeemed 👀
$XPOA sets 8/2 as the date for its shareholder meeting to vote on the merger with D-Wave Quantum. I alerted it at $0.27, currently at $0.35. I think it will be much higher at time of merger https://www.reddit.com/r/SPACs/comments/vrrv7t/announcements_x_daily_discussion_for_tuesday_july/iez6dk7?utm_medium=android_app&utm_source=share&context=3
XPOA warrants are at $0.27 despite having a DA with a quantum computing company called D-Wave. I will list some points why I believe they are vastly undervalued and should be trading at least double its current price. 1. Their competitors warrants IONQ and RGTI are trading at 0.90 and 0.64 respectively and I would say D-Wave is somewhere in between them two quality-wise. 2. They are doing a "bonus pool shares" similar to CRHC and warrants will be part of this pool so warrants ratio will adjust based on redemption numbers, so if faced with high redemptions, each warrants will essentially convert to 1.45 of a share at its strike price. 3. The current price is partly based on termination risk which while not impossible, is highly unlikely given that they just waived the minimum cash condition and entered into a $150m FPA with Lincoln Park Capital. In conclusion, I think they will likely announce the merger date in the next couple of weeks given that they are by their 3rd amendment in the filings and I expect it to be significantly higher by the time the merger happens, barring termination of course. Disclosure: I have a position in the warrants at an average of $0.28 Here are some links for more information: https://twitter.com/ToTheMaxSPAC/status/1540085770882613249?t=CRTms_L2tU2cQyIYUD6oGA&s=19 https://twitter.com/eliant_capital/status/1491488766892154888?t=Ws25fdS9JegavRaS3HuSgA&s=19
Apparently this is why XPOA warrants jumped up on much bigger than normal volume: ""'DPCM Capital (NYSE:XPOA) announced this afternoon that it has secured a purchase agreement, reduced its transaction expenses and waived the closing cash condition in connection to its proposed merger with quantum computing firm D-Wave.""" https://spacinsider.com/2022/06/23/dpcm-capital-amends-d-wave-deal/ https://www.sec.gov/ix?doc=/Archives/edgar/data/1821742/000119312522180319/d353632d8k.htm
All the SPACs with a target, with exception of Trump SPACs and low floats, trade 0.00x0.05. CRHC, IMPX, HUGS, FPAC, XPOA, BLTS, CND, etc. it's a lottery ticket for sure, probably 100% loss unless they DA with OnlyFans, which I'm not sure why anyone would think that. I think you are better off just buying commons or ITM calls if you can get a fill close to intrinsic value. Good luck.
Very good point. They initially targeted $175M but ended up with $120M more. I was under the impression PIPE normally paid $10 like everyone else. I recall this cause $XPOA/JamCity PIPE was sold at $8.42 and people said it was very bearish. Either way, it doesn’t change how much they raised. If GGR can get and stay above $18, they can call in warrants to raise money that way. Thanks for pointing this out. Will keep an eye on OPEX and other spending when the data becomes available.
>It should be noted that CRHC (and now XPOA, I think?) are slightly different from what I'm proposing. Those pay non-redeemers with redeemed shares, but if nobody redeems, there is no extra payment. Still a small amount of extra shares, IIRC.
Yeah, PSTH is a great structure...it's just too big and every target at that size is an IPO candidate. Also got way overhyped (>$30 for $20 worth of stock before announcement?) and Ackman tried to bend the SPAC rules too far to do the SPARC thing that hadn't been approved by the SEC. I still hope they find something worthwhile that can give SPACs a solid, visible example. MSAC is basically the same structure (1/9 warrants + 2/9 warrants at merger) but with a tiny trust. That structure encourages people to hold commons through merger to get max value. Whether sponsors accomplish this via rights as I suggested or through new fractional warrant issuance, either way would help encourage buy ins. It should be noted that CRHC (and now XPOA, I think?) are slightly different from what I'm proposing. Those pay non-redeemers with redeemed shares, but if nobody redeems, there is no extra payment. It's absolutely better than nothing, but without knowing how many redeem, it will be hard to know how much or if you'll be compensated. If redemptions are high, many redemptions might be reversed once it can be valued, but then that changes those metrics. My proposal will compensate you for your new risk regardless of what other investors do or don't do.
Yeah I love CRHC's deal and have a bunch of warrants. The timing was just bad and people don't have any reason to get excited about it yet. It's basically what people have been asking for - high rev, profitable, good valuation, good incentives. From what I understand, XPOA has a similar structuring?
I remember $XPOA. At first they tried to bring Jam City public, but everyone got disappointed so they terminated agreement. Now, second try - quantum computers. I personally like the target. D-Wave are very well known, along with IonQ they are industry leaders.
From XPOA PR: “ 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 DPCM Capital, effectively reducing their cost basis.” Nice to see the sponsors at least trying to reduce redemptions. No idea if it will work, but better than nothing. I believe FMAC and CRHC have similar structures.
I have bids on several for Jan - March 10cs. A couple have hit. APSG, HAAC, IGAC, LFTR, CRU, ETAC, IGAC, PRPB, SVfA, XPOA, ZNTE. Only small lottos as could be worthless but we have seen DA spike so they could really payout if they announce DAs. ZNTE is interesting because I think NAV increases to 10.2 or 10.25 when they extend soon. So if you get the 10cs for January they may not end worthless.
It means that the PIPE investors werent willing to pay the SPAC valuation at $10/share which implies that they dont think its worth the $25B deal price. Compare that to CCIV/LCID where the PIPE investors actually paid $15. The last DA I remember where PIPE investors got a discount was XPOA which ended up being called off.
I mean our bae PPGH had $250M PIPE, GLBL had $165M PIPE. Let’s not forget that XPOA had that crappy PIPE and TPGS as well, but those deals were done a long time ago. That didn’t mean several following DAs had those crappy terms. It just so happens that once in a while, the PIPE terms kinda suck, but that doesn’t affect following deals.
No, he's 100% right, it's a major factor and likely the main one explaining why you will see these moves on ticker change the day of. Is it stupid? Yes, people are buying at $12 who could have bought for $10. But often their mandate does not allow them to, or they do not want to take the deal risk (TWND, XPOA, ACEV) no matter how small for a deal like this.
I made this mistake buying XPOA after their deal was cancelled. MUDS is about 15% higher than the average pre DA 1/2 split. HZON is about 11% higher than the average pre DA 1/3 split. There are better deals out there that have not had restart their search for a target
It's a reflection of two things I believe: 1. rock bottom SPAC sentiment / the disappearance of bidders and the reality that retail SPAC traders have never had an interest in ad tech to start with. 2. the recent re-evaluation of 'deal risk' from deals like MUDS XPOA canceling + massive redemptions resulting in mergers failing due to minimum cash requirements not being met IACA has like \~4% redemptions and IACB has a $150M PIPE and $220M trust. So I think the deal risk is low. With all of that said, I like CBAH/WS more. With an $11 strike price, they are effectively trading at $1 currently. And there is virtually 0 deal risk, given the the PIPE is sizable and the sponsor is backstopping up to $175M of redemptions. They also have the SAIL structure so interests are maximally aligned.
>Should you add "disgraced" to the title? We actually may retitle r/spacs to r/disgraced This is first one that catches my attention on that list: ​ >9. Alphabet/Google XPOA (Eric Schmidt, Fmr CEO and Exec Chairman) Directors: CPAR And what I look at it I see commons below $10, warrants below $0.8 and this: [https://finance.yahoo.com/news/jam-city-ends-spac-deal-224438875.html](https://finance.yahoo.com/news/jam-city-ends-spac-deal-224438875.html) SPACs are cursed. Time to either go long (meaning several years), play short on the short term, or move on.
You're on the right track for sure. I'd add that the quality of the PIPE investors matters too. Often the PIPE investors aren't mentioned by name, which isn't a great sign (although it's sure better than no PIPE). But when you see some heavyweights named as PIPE investors, that's a great sign... D1 Capital, for instance, is a very well respected tech/growth hedge fund. They've only invested in two PIPEs that I'm aware of (TSIA, now LTCH, and FWAA/SmartRent). Both SPACs have outperformed the typical SPAC of late, which isn't saying all that much admittedly. Also, no sure what you mean here: >They receive a discount because the shares are locked-in for a period. If you mean that they receive common shares sub $10, then then this has very rarely been the case in 2020-2021. However, such a discount was offered with XPOA (the DA for which has since been terminated) and TPGS (which offered shares at $9.5 for the PIPE investors).
This is kind of all over the place lol > If redemptions of SPACs under $10 cause a cataclysmic cascade in SPACs Sure, the viability of SPACs is generally affected by macro influences such as SEC regs and PIPE availability, but each deal is more or less bespoke. One or two crap deals getting massive redemptions has little effect on deals with desirable companies (look at how low redemption numbers were for retail favorites like ASTR, MVST, BARK, BODY, whose deals were cut during peak euphoria) > Was XPOA a canary in the coal mine? Sort of - the biggest issue folks had with XPOA was that PIPE got in at $8.42. To me that deal is an indicator of the difficult time sponsors are having raising PIPE, which is why I highly favor serial pre-DA teams with strong institutional investor connections > Many would likely go up 50-75% after deSPAC, assuming shares dropped to $6-7. Don't quite follow - are you saying that buying de-SPAC warrants with commons at $6-7 represents good risk/reward?
Risk/reward on SPAC warrants is insane calculus right now. If redemptions under pd SPACs under $10 cause a cataclysmic cascade in SPACs, then warrants are in serious danger, no matter the price. All bets are off. Was XPOA a canary in the coal mine? If so, perhaps we could expect to lose another 25-50% from here, more? If however, it was not an indication of things to come. If redemptions simply translate to a smaller trust to go public with, but the SPACs move forward, well, then warrants are an absolute steal. Many would likely go up 50-75% after deSPAC, assuming shares dropped to $6-7. Enormous upside, enormous downside. As bog as the downside is, and it’s pretty brutal, the upside is outrageous. Basically, some of these, if they simply survive, and go public, the warrants will make fortunes.
There are two theories that I want to put forth: Theory 1 : A lot of mergers will fail (XPOA) and warrants will get riskier - like really really risky. Many companies do need capital and the amount of redemption - 80%+ will mean that the target will be massively underfunded. That coupled with 80% of mergers going to $6-7 range would mean that if the target were to do an additional issue - they are getting 30% less per share. Many targets are giving the "Exception" to minimum cash requirements but some targets need money and some dont want to screw their reputation. See Momentus and TPGY that could be the next two (though I hope no loss for anyone). Renegotiations will force some PIPE to back out and some deals like HZON to fail. I wont be surprised if a big name that is loved here SEAH / SRNG fail - that would be a disaster. Having said that - most other SPACs wont be hit really hard - reputation wise SPACs are already bottom of the barrel. Theory 2 : This theory is that due to the sheer volume of SPACs - there will be rampant profit taking / heartburn for long term holders. Every pump or most pumps will be sold off. There could be a significant change that may move the price permanently north - like few good quarters / acquisitions etc. - buy beyond those - any news like MVST + Oshkosh will be sold off, any rally like STEM would be sold off to some degree, SPACs and ex SPACs will be the first to get hit in a downturn and not all will recover. There just is not enough money coming to SPACs / speculative play right now for all these good companies to sustain a $13-14 Price - KPLT BARK BODY PAYO + 5-10 others that this sub like that actually make money. ​ One thing that we all need to keep in mind is take profits, the probability of one company making your rich is very low, keep the tickers to a manageable minimum and trim / book profits and keep 30% cash on hand. Theory 2 will not last forever - for e.g. TTCF imo is on its own now, it truly has the SPAC stench removed and trades on its own (still a discount compared to Beyond).
I sold mine at a loss when i saw the news. The recent DAs were mostly lackluster. XPOA failed to file documents after the DA announcement. The discount PIPE. Just too many weird things going on with XPOA. I bought in cause the valuation was good and I feel mobile gaming will continue to grow. No more Jam City = Im out
Regarding that XPOA terminated agreement, along with some other funky business lately, trying to consider my downside risk on warrants. As I’ve mentioned before, I’m heavy in warrants. I had culled the herd a bit, and luckily sold off my XPOA just this morning. I didn’t have a large position anyway. Got a little lucky. But my thought is, most warrants have a floor of between $1-1.50 depending on which ones. Some can certainly go lower, like we know pre-DA warrants in the 50-75 cent range. But for the purposes of guesstimating downside risk on warrants for unforeseen things going wrong, how low do we think? It’s not zero, except rare circumstance.
I will. Don’t want to come across like a shill though. I’m not going to pump any of them, but I’ll share, and respond to any questions. 1. GGPI 2. DCRN 3. VOSO 4. LEGO 5. NGCA 6. VACQ 7. ASTR 8. SRNG 9. PACX 10. AUS 11. ORGN 12. XPOA 13. SEAH
CRHC, PRPB, HERA, GPAC, JWSM, FVIV, FVT, NSTC, NSTD, PIPP, NVSA (trying to add more Jaws and Fortress Value but they're getting quite pricey) XPOA is my only post-DA right now, I think it has room to run another 50%+ from current levels
Nice find. I think my warrants are going to do well :D Someone smarter than I should do a deep dive on XPOA's $8.42 PIPE issuance. It appears that the 1.875M sponsor shares forfeited makes up for the difference in $ relative to if PIPE had bought at $10. Vesting nearly 60% of the original promote at $12 and $15 + committing more locked up risk capital into the PIPE seems like a strong vote of confidence as well. I'm aware the promote shares are "freebies" but virtually every sponsor takes them, so in this case it feels like the net effect on public shareholders is the same, if not slightly better.
XPOA news [https://www.pocketgamer.biz/interview/76762/jam-city-president-josh-yguado-speaks-out-on-ludia-acquisition-and-going-public/](https://www.pocketgamer.biz/interview/76762/jam-city-president-josh-yguado-speaks-out-on-ludia-acquisition-and-going-public/) but my 7/16 calls are still worthless :)
Not playing any recent DA commons or warrants (heavily shaded towards pre DA) but I think many of the recent deals with warrants well under 2 are worth playing if you are willing to be patient. Wouldn’t swing them. PACX, VPCC, GSAH, AUS, SVOK, GIGGW, DCRN, XPOA all decent enough to make some money over a few years. Are you in SEAHW? That one looks solid where it’s sitting.
> I do have some warrants in XPOA but only cause I feel the warrants are stupidly cheap. I don’t expect their stock to jump up but I think there’s a good chance their warrants can crawl up to $2 Same thesis here. Warrants are criminally low at $1.20. In my opinion XPOA >>> MYPS, especially since their EVs aren't that far apart ($1.2B vs. $1.04B) Take a look at Jam City's [offerings](https://play.google.com/store/apps/dev?id=5509190841173705883&hl=en&gl=US) vs Playstudios' [offerings](https://play.google.com/store/apps/dev?id=6266607152549785498&hl=en&gl=US). Night and day in terms of IP quality (Harry Potter + Frozen + Disney + Snoopy + Family Guy + Futurama vs. random Vegas casino games) and number of installs/reviews. You might expect casino games to rake in more money but Jam City has double the historical and projected revenues. Then you also have to consider Jam City's acquisition of Ludia, which will give them access to Jurassic World + DC + Star Wars IP.
I thought they were reasonably priced at $10, so yeah, I expect a bounce back but also feel there are better opportunities than this one. From a mobile gamer perspective tho, I feel they have tooooons of competition, and in general mobile game companies in general won’t have a high EV/earnings multiple. Even ZNGA who is probably the most stable of the bunch isn’t seeing a lot of love recently. The space is just way too crowded. I do have some warrants in XPOA but only cause I feel the warrants are stupidly cheap. I don’t expect their stock to jump up but I think there’s a good chance their warrants can crawl up to $2