The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary," "Item 1A. Risk Factors" and elsewhere in this report.

Overview

We are a blank check company formed under the laws of the State of Delaware on March 24, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination.

We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement, our capital stock, debt or a combination of cash, stock and debt. We are incurring and expect to continue to incur significant costs in the pursuit of our acquisition plans, including in connection with the Proposed Transaction. We cannot assure you that our plans to complete the Proposed Transaction, or any other initial business combination, will be successful.

Proposed Transaction


Subsequent to the period covered by this report, on February 7, 2022, we entered
into the Transaction Agreement with NewCo, Merger Sub, CallCo, ExchangeCo and
D-Wave
relating to the Proposed Transaction with
D-Wave.

NewCo will file with the SEC the NewCo Form
S-4
that will include a prospectus with respect to NewCo's securities to be issued
in connection with the Proposed Transaction and a proxy statement with respect
to the meeting of our stockholders to vote on the Proposed Transaction. There
can be no assurance as to whether or when the Proposed Transaction will be
completed.

Transaction Agreement



Pursuant to the Transaction Agreement, among other things, (a) on the Closing
Date, Merger Sub will merge with and into our company, with our company
continuing as the surviving company after the Merger, as a result of which we
will become a direct, wholly owned subsidiary of NewCo, with our stockholders
receiving NewCo Common Shares in the Merger; and (b) immediately following the
Merger, by means of the Plan of Arrangement, (i) CallCo will acquire a portion
of the
D-Wave
Shares from certain holders in the NewCo Share Exchange, (ii) CallCo will
contribute such
D-Wave
Shares to ExchangeCo in exchange for ExchangeCo Common Shares, (iii) following
the NewCo Share Exchange, ExchangeCo will acquire the remaining issued and
outstanding
D-Wave
Shares from the remaining holders of
D-Wave
Shares in exchange for the Exchangeable Shares and (iv) as a result of the
foregoing,
D-Wave
will become a wholly-owned subsidiary of ExchangeCo. The holders of the
Exchangeable Shares will have certain rights as specified in the Exchangeable
Share Term Sheet, including the right to exchange Exchangeable Shares for NewCo
Common Shares.

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The Transaction Agreement contains customary representations and warranties,
covenants and closing conditions, including, but not limited to, approval by our
stockholders of the Transaction Agreement and the Proposed Transaction. The
terms of the Transaction Agreement and other related ancillary agreements
entered into or to be entered into in connection with the Closing of the
Proposed Transaction, including those briefly described below, are summarized in
more detail in our Current Report on Form
8-K
filed with the SEC on February 11, 2022 and will be summarized in greater detail

in the NewCo Form
S-4
when available.

Sponsor Support Agreement

Concurrently with the execution of the Transaction Agreement, we entered into the Sponsor Support Agreement with our sponsor, NewCo and D-Wave, pursuant to which, among other things, our sponsor agreed to (i) vote in favor of the Transaction Agreement and the Proposed Transaction, (ii) a certain number of NewCo Common Shares becoming subject to certain vesting conditions immediately prior to, and contingent upon, the Closing, (iii) reimburse or otherwise compensate our company for certain expenses in excess of our permitted expenses under the Transaction Agreement and (iv) the forfeiture of certain founder shares.

Transaction Support Agreements



Concurrently with the execution of the Transaction Agreement, we entered into
the Transaction Support Agreements with
D-Wave
and the Supporting Shareholders, pursuant to which each such Supporting
Shareholder agreed to, among other things, support and vote in favor of the
Company Arrangement Resolution.

PIPE Subscription Agreements

Concurrently with the execution of the Transaction Agreement, we entered into the PIPE Subscription Agreements with NewCo and the PIPE Investors, pursuant to which, among other things, each PIPE Investor subscribed to and agreed to purchase on the Closing Date, and NewCo agreed to issue and sell to each such PIPE Investor on the Closing Date, the number of PIPE Shares equal to the purchase price set forth therein, divided by $10.00 and multiplied by the Exchange Ratio, totaling $40.0 million of PIPE Shares in the aggregate, in each case, on the terms and subject to the conditions set forth therein.



Registration Rights and
Lock-Up
Agreement

At the Closing of the Proposed Transaction, NewCo, our sponsor, the other
holders of founder shares and each
D-Wave
shareholder party thereto will, pursuant to the Plan of Arrangement, become
parties to the Registration Rights and
Lock-Up
Agreement, pursuant to which, among other things, the Holders (a) will agree not
to effect any sale or distribution of certain equity securities of NewCo held by
any of them during the
lock-up
period described therein and (b) will be granted certain registration rights
with respect to their respective NewCo Common Shares, in each case, on the terms
and subject to the conditions set forth therein.

Previously Terminated Business Combination Agreement

On May 19, 2021, we entered into the Jam City BCA with VNNA Merger Sub, Jam City and New JC LLC, relating to the then-contemplated Jam City Business Combination.



On July 23, 2021, we entered into Termination Agreement with VNNA Merger Sub,
our sponsor, Jam City and New JC LLC, pursuant to which the parties agreed to
mutually terminate the Jam City BCA effective as of July 23, 2021. As a result
of the termination of the Jam City BCA, the Jam City BCA is void and there is no
liability under the Jam City BCA on the part of any party thereto, except as set
forth in the Jam City BCA, and each of the transaction agreements entered into
in connection with the Jam City BCA, including, but not limited to, (i) the
Sponsor Support Agreement, dated as of May 19, 2021, by and among our company,
our sponsor, Jam City and New JC LLC, (ii) the Stockholder Support Agreement,
dated as of May 19, 2021, by and among our company and certain stockholders of
Jam City, and (iii) the subscription agreements entered into between our company
and certain investors concurrently with the execution of the Jam City BCA, dated
as of May 19, 2021, were automatically either terminated in accordance with
their terms or of no further force and effect. Pursuant to the Termination
Agreement, subject to certain exceptions, we and Jam City also agreed, on behalf
of ourselves and our respective related parties, to a release of claims relating
to the Jam City Business Combination. We intend to pursue the Proposed Business

Combination with
D-Wave
described above.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date.
Our only activities through December 31, 2021 were organizational activities,
those necessary to prepare for our initial public offering and, since our
initial public offering, our activity has been limited to identifying a target
company for a business combination. We do not expect to generate any operating
revenues until after the completion of our initial business combination. We
generate
non-operating
income in the form of interest

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income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a business combination, including the Proposed Transaction.

For the year ended December 31, 2021, we had net income of $24,245,377, which consists of the change in fair value of warrant liabilities of $27,912,600, interest earned on marketable securities held in the trust account of $115,883 and unrealized gain on marketable securities held in the trust account of $8,962, offset by operating costs of $3,781,644.

For the period from March 24, 2020 (inception) through December 31, 2020, we had net loss of $27,406,287, which consisted of formation and operating costs of $343,208, change in fair value of warrant liability of $26,740,000 and transaction cost allocable to warrants of $381,556, offset by interest earned on marketable securities held in the trust account of $48,914 and unrealized gain on marketable securities held in the trust account of $9,563.

Liquidity and Capital Resources

Until the consummation of our initial public offering, our only source of liquidity was an initial purchase of founder shares by our sponsor and loans from our sponsor.

On October 23, 2020, we consummated our initial public offering of 30,000,000 units, at $10.00 per unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of our initial public offering, we consummated the private placement of 8,000,000 private placement warrants to our sponsor at a price of $1.00 per private placement warrant, generating gross proceeds of $8,000,000.

Following our initial public offering and the sale of the private placement warrants, a total of $300,000,000 was placed in the trust account. We incurred $16,977,876 in transaction costs, including $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $477,876 of other costs.

For the year ended December 31, 2021, cash used in operating activities was $959,837. Net income of $24,245,377 was affected by interest earned on marketable securities held in the trust account of $115,883, an unrealized gain on marketable securities held in the trust account of $8,962, and the change in fair value of warrant liabilities of $27,912,600. Changes in operating assets and liabilities provided $2,832,231 of cash for operating activities.

For the period from March 24, 2020 (inception) through December 31, 2020, cash used in operating activities was $462,567. Net loss of $27,406,287 was affected by interest earned on marketable securities held in the trust account of $48,914, an unrealized gain on marketable securities held in the trust account of $9,563, transaction cost allocable to warrants of $381,556 and change in fair value of warrant liabilities of $26,740,000. Changes in operating assets and liabilities used $119,359 of cash.

As of December 31, 2021, we had cash and marketable securities held in the trust account of $300,183,322 (including $183,322 of interest income and unrealized gains) consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the trust account may be used by us to pay taxes. Through December 31, 2021, we have not withdrawn any interest earned from the trust account.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions and income taxes payable), to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2021, we had cash of $124,720 outside of the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the private placement warrants, at a price of $1.00 per warrant at the option of the lender.


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We will need to raise additional capital through loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our directors and officers. Our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board ("FASB") ASC Topic 205-40, "Basis of Presentation - Going Concern," management has determined that the expected shortfall in working capital over the period of time between the date the financial statements are issued and our estimated initial business combination date raises substantial doubt about our ability to continue as a going concern until the earlier of the consummation of our initial business combination or the date we are required to liquidate. Based on the above factors, management determined there is substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern. Our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs.



Off-Balance
Sheet Arrangements

We did not have any
off-balance
sheet arrangements as of December 31, 2021.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than an agreement to pay our sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. We began incurring these fees on October 20, 2020 and will continue to incur these fees monthly until the earlier of the completion of our initial business combination and our liquidation.

The underwriter of our initial public offering is entitled to a deferred fee of $0.35 per unit sold in our initial public offering, or $10,500,000 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred fee was placed in the trust account and will be released to the underwriter only upon the completion of our initial business combination and (ii) the deferred fee will be waived by the underwriter in the event that we do not complete our initial business combination.

We are also party to the Transaction Agreement and related ancillary agreements, as described above.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liabilities



We account for our warrants in accordance with the guidance contained in ASC
815-40
under which the warrants do not meet the criteria for equity treatment and must
be recorded as liabilities. Accordingly, we classify the warrants as liabilities
at their fair value and adjust the warrants to fair value at each reporting
period. This liability is subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is
recognized in our statements of operations. The private placement warrants and
the public warrants for periods where no observable traded price was available
are valued using a binomial lattice model. For periods subsequent to the
detachment of the public warrants from the units, the public warrant quoted
market price was used as the fair value as of each relevant date.

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Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Class A common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity section of our balance sheets.

Net Income (Loss) Per Common Stock


Net income (loss) per common stock is computed by dividing net income (loss) by
the weighted average number of shares of common stock outstanding for the
period. We apply the
two-class
method in calculating income (loss) per common stock. Accretion associated with
the redeemable shares of Class A common stock is excluded from income (loss) per
common stock as the redemption value approximates fair value.

Recent Accounting Standards



In August 2020, the FASB issued ASU
No. 2020-06,
"Debt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity"
("ASU
2020-06"),
which simplifies accounting for convertible instruments by removing major
separation models required under current U.S. GAAP. ASU
2020-06
removes certain settlement conditions that are required for equity contracts to
qualify for the derivative scope exception and it also simplifies the diluted
earnings per share calculation in certain areas. ASU
2020-06
is effective for fiscal years beginning after December 15, 2023, including
interim periods within those fiscal years, with early adoption permitted.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

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