SecProbe.io

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 Document D-WAVE QUANTUM INC. 2650 East Bayshore Road Palo Alto, California 94303 June 9, 2025 VIA EDGAR Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re:    D-Wave Quantum Inc.     Registration Statement on Form S-3     File No.     333-287747 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, D-Wave Quantum Inc. hereby requests that its Registration Statement on Form S-3 (File No. 333-287747) filed with the Securities and Exchange Commission (the “Commission”) on June 3, 2025 (the “Registration Statement”) be declared effective by the Commission at 4:30 p.m. Eastern Time on Tuesday, June 10, 2025, or as soon thereafter as practical. Once the Registration Statement is declared effective, please orally confirm that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531. Very truly yours, D-WAVE QUANTUM INC. /s/ Diane Nguyen Diane Nguyen General Counsel

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 9, 2025

John Markovich
Chief Financial Officer
D-Wave Quantum Inc.
2650 East Bayshore Road
Palo Alto, CA 94303

 Re: D-Wave Quantum Inc.
 Registration Statement on Form S-3
 Filed June 3, 2025
 File No. 333-287747
Dear John Markovich:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Uwem Bassey at 202-551-3433 or Mitchell Austin at
202-551-3574
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Christina C. Russo
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 28, 2025

John Markovich
Chief Financial Officer
D-Wave Quantum Inc.
2650 East Bayshore Road
Palo Alto, CA 94303

 Re: D-Wave Quantum Inc.
 Registration Statement on Form S-3
 Filed March 21, 2025
 File No. 333-286008
Dear John Markovich:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Uwem Bassey at 202-551-3433 or Matthew Derby at
202-551-3334
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Christina C. Russo
</TEXT>
</DOCUMENT>

CORRESP
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 Document D-WAVE QUANTUM INC. 2650 East Bayshore Road Palo Alto, California 94303 March 28, 2025 VIA EDGAR Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: D-Wave Quantum Inc. Registration Statement on Form S-3 File No. 333-286008 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, D-Wave Quantum Inc. hereby requests that its Registration Statement on Form S-3 (File No. 333-286008) filed with the Securities and Exchange Commission (the “Commission”) on March 21, 2025 be declared effective by the Commission at 4:30 p.m. Eastern Time on Tuesday, April 1, 2025, or as soon thereafter as practical. Once the Registration Statement is declared effective, please orally confirm that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531. Very truly yours, D-WAVE QUANTUM INC. /s/ Diane Nguyen Diane Nguyen General Counsel

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Document

D-WAVE QUANTUM INC.

2650 East Bayshore Road

Palo Alto, California 94303

December 26, 2024

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:    D-Wave Quantum Inc.

    Registration Statement on Form S-3

    File No.     333-284020

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, D-Wave Quantum Inc. hereby requests that its Registration Statement on Form S-3 (File No. 333-284020) filed with the Securities and Exchange Commission (the “Commission”) on December 23, 2024 be declared effective by the Commission at 4:00 p.m. Eastern Time on Friday, December 27, 2024, or as soon thereafter as practical.

Once the Registration Statement is declared effective, please orally confirm that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531.

Very truly yours,

D-WAVE QUANTUM INC.

/s/ Diane Nguyen

Diane Nguyen

General Counsel

79290211;1

December 26, 2024
Diane Nguyen
General Counsel
D-Wave Quantum Inc.
2650 East Bayshore Road
Palo Alto, CA 94303
Re:D-Wave Quantum Inc.
Registration Statement on Form S-3
Filed December 23, 2024
File No. 333-284020
Dear Diane Nguyen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Christina C. Russo

CORRESP
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D-WAVE QUANTUM INC.

2650 East Bayshore Road

Palo Alto, California 94303

April 10, 2024

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re: D-Wave Quantum Inc.

 Registration Statement on Form S-3

 File No. 333-278449

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, D-Wave Quantum Inc. hereby requests that its Registration Statement on Form S-3, as amended, (File No. 333-278449) originally filed with the Securities and Exchange Commission (the “Commission”) on April 2, 2024 be declared effective by the Commission at 4:00 p.m. Eastern Time on Friday, April 12, 2024, or as soon thereafter as practical.

Once the Registration Statement is declared effective, please orally confirm that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531.

Very truly yours,

D-WAVE QUANTUM INC.

/s/ Diane Nguyen

Diane Nguyen

General Counsel

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D-WAVE QUANTUM INC.

2650 East Bayshore Road

Palo Alto, California 94303

April 10, 2024

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re: D-Wave Quantum Inc.
Registration Statement on Form S-3
File No. 333-278447

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, D-Wave Quantum Inc. hereby requests that its Registration Statement on Form S-3 (File No. 333-278447) originally filed with the Securities and Exchange Commission (the “Commission”) on April 2, 2024 be declared effective by the Commission at 4:00 p.m. Eastern Time on Friday, April 12, 2024, or as soon thereafter as practical.

Once the Registration Statement is declared effective, please orally confirm that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531.

Very truly yours,

D-WAVE QUANTUM INC.

/s/ Diane Nguyen

Diane Nguyen

General Counsel

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Document

D-WAVE QUANTUM INC.

2650 East Bayshore Road

Palo Alto, California 94303

April 10, 2024

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:

 D-Wave Quantum Inc.

Registration Statement on Form S-3

File No. 333-278450

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, D-Wave Quantum Inc. hereby requests that its Registration Statement on Form S-3 (File No. 333-278450) originally filed with the Securities and Exchange Commission (the “Commission”) on April 2, 2024 be declared effective by the Commission at 4:00 p.m. Eastern Time on Friday, April 12, 2024, or as soon thereafter as practical.

Once the Registration Statement is declared effective, please orally confirm that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531.

Very truly yours,

D-WAVE QUANTUM INC.

/s/ Diane Nguyen

Diane Nguyen

General Counsel

United States securities and exchange commission logo
April 9, 2024
Diane Nguyen
Chief Legal Officer
D-Wave Quantum Inc.
2650 East Bayshore Road,
Palo Alto, CA 94303
Re:D-Wave Quantum Inc.
Registration Statement on Form S-3
Filed April 2, 2024
File No. 333-278450
Dear Diane Nguyen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Derby at 202-551-
3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christina C. Russo

United States securities and exchange commission logo
December 20, 2023
John Markovich
Chief Financial Officer
D-Wave Quantum Inc.
3033 Beta Avenue
Burnaby, British Columbia V5G 4M9
Canada
Re:D-Wave Quantum Inc.
Form 10-Q for the Quarterly Period Ended September 30, 2023
Filed November 9, 2023
File No. 001-41468
Dear John Markovich:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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    December 18, 2023

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Technology

    100 F Street, N.E.

    Washington, DC 20549

    Attention: Anastasia Kaluzienski and Robert Littlepage

            Re:

            D-Wave Quantum Inc.

            Form 10-Q for the Quarterly Period Ended September 30, 2023

            Filed November 9, 2023

            File No. 001-41468

    Dear Ms. Kaluzienski and Mr. Littlepage:

    On behalf of D-Wave Quantum Inc., a Delaware corporation (the “Company,” “we” or “our”), we are responding to the comment letter received from the
        staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on December 7, 2023, regarding the Company’s Quarterly Report on Form 10-Q for the interim period ended September 30, 2023 filed with the Commission on November
        9, 2023.

    For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the Staff’s comments with the Company’s response.

    Form 10-Q for the quarterly period ended September 30, 2023

    Financial Statements

    Condensed Consolidated Balance Sheets, page 5

          1.

            We note on page 13 that PSPIB Unitas Investments II Inc. is a related party to the Company’s largest shareholder. Identify on the face of your balance sheet, income statement, and statement of cash flows the
              amounts of all related party transactions and balances pursuant to Rule 4-08(k) of Regulation S-X.

    Response

    The Company respectfully acknowledges the Staff’s comment. In preparing the condensed consolidated interim financial statements, the Company elected to avail itself of the scaled reporting requirements available to Smaller Reporting Companies.
      Specifically, we considered Rule 8-01(b) of Regulation S-X. As Rule 4-08(k) is not listed as an exception to the general provision of Rule 8-01(b), the Company concluded that Rule 4-08(k) was not applicable to the Company’s condensed consolidated
      interim financial statements due to our Smaller Reporting Company status.

    The Company acknowledges the importance of transparent disclosure of related party matters as well as the requirement in Rule 8-01(a) that the financial statements of Smaller Reporting Companies be prepared in accordance with generally accepted
      accounting principles in the United States. As such, we provided the applicable related party disclosures enumerated in section 850-10-50 of the Accounting Standards Codification with respect to the PSPIB Term Loan on pages 13, 21 and 22 of the 10-Q.
      To further enhance the clarity of these disclosures, the Company will include an additional reference to them in the footnote entitled “Related Party” in future filings.

    We hope the foregoing answers have been responsive to your comments. If you require additional information or have any questions, please do not hesitate to contact me.

            Sincerely,

            /s/ John M. Markovich

            John M. Markovich

            Chief Financial Officer

United States securities and exchange commission logo
December 7, 2023
John Markovich
Chief Financial Officer
D-Wave Quantum Inc.
3033 Beta Avenue
Burnaby, British Columbia V5G 4M9
Canada
Re:D-Wave Quantum Inc.
Form 10-Q for the Quarterly Period Ended September 30, 2023
Filed November 9, 2023
File No. 001-41468
Dear John Markovich:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the quarterly period ended September 30, 2023
Financial Statements
Condensed Consolidated Balance Sheets, page 5
1.We note on page 13 that PSPIB Unitas Investments II Inc. is a related party to the
Company's largest shareholder. Identify on the face of your balance sheet, income
statement, and statement of cash flows the amounts of all related party transactions and
balances pursuant to Rule 4-08(k) of Regulation S-X.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameJohn Markovich
 Comapany NameD-Wave Quantum Inc.
 December 7, 2023 Page 2
 FirstName LastName
John Markovich
D-Wave Quantum Inc.
December 7, 2023
Page 2
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-551-
3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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CORRESP

 D-Wave Quantum Inc.

3033 Beta Avenue

Burnaby, British Columbia V5G 4M9

Canada

 October 24, 2022

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, DC 20549

Attention:

Ms. Jan Woo and Mr. Patrick Faller

Re:

 D-Wave Quantum Inc.

Amendment No. 2 to Registration Statement Form S-1

File No. 333-267126

 Dear Ms. Jan Woo and Mr. Patrick Faller:

D-Wave Quantum Inc. (the “Company”) hereby requests acceleration of the effective date of the
above-referenced Registration Statement so that it may become effective at 4:00 p.m. Eastern Time on October 26, 2022, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.

Once the Registration Statement has been declared effective, please contact Adam M. Givertz of Paul, Weiss, Rifkind, Wharton & Garrison LLP, at (212)
373-3224 to orally confirm that event or if you have any questions or require additional information regarding this matter.

[Signature Page Follows]

Very truly yours,

D-Wave Quantum Inc.

By:

/s/ Alan Baratz

Name:

Alan Baratz

Title:

President & Chief Executive Officer

cc:
 Adam M. Givertz

Paul, Weiss, Rifkind, Wharton & Garrison LLP

[Signature Page to Acceleration Request Letter]

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 D-Wave Quantum Inc.

3033 Beta Avenue

Burnaby, British Columbia V5G 4M9

Canada

 October 24, 2022

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, DC 20549

Attention:

Ms. Jan Woo and Mr. Patrick Faller

Re:

 D-Wave Quantum Inc.

Amendment No. 2 to Registration Statement Form S-1

File No. 333-267124

 Dear Ms. Jan Woo and Mr. Patrick Faller:

D-Wave Quantum Inc. (the “Company”) hereby requests acceleration of the effective date of the
above-referenced Registration Statement so that it may become effective at 4:00 p.m. Eastern Time on October 26, 2022, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.

Once the Registration Statement has been declared effective, please contact Adam M. Givertz of Paul, Weiss, Rifkind, Wharton & Garrison LLP, at (212)
373-3224 to orally confirm that event or if you have any questions or require additional information regarding this matter.

[Signature Page Follows]

Very truly yours,

D-Wave Quantum Inc.

By:

 /s/ Alan Baratz

Name:

Alan Baratz

Title:

President & Chief Executive Officer

cc:

Adam M. Givertz

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

[Signature Page to Acceleration Request Letter]

CORRESP
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 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

October 19, 2022

 VIA EDGAR

Division of Corporation Finance

 Office of Technology

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 D-Wave Quantum Inc.

Amendment No. 1 to

Registration Statement on Form S-1

Filed September 27, 2022

File No. 333-267126

Ladies and Gentlemen:

 On behalf of D-Wave Quantum Inc. (the “Company” or “D-Wave Quantum”), we acknowledge receipt of the comment letter, dated October 14, 2022 (the
“Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above captioned Amendment No. 1 to the Registration Statement on Form
S-1 (as amended, the “Registration Statement”). We hereby submit in electronic form the accompanying Amendment No. 2 (“Amendment No. 2”) to the
Registration Statement, together with exhibits, marked to indicate changes to the Registration Statement as filed with the Commission on September 27, 2022. Amendment No. 2 reflects changes made in response to the Comment Letter, and
certain other updates. For ease of reference, we have reproduced the Staff’s comments from the Comment Letter in bold type below, followed by the Company’s responses. Capitalized terms used but not defined herein have the meaning given to
such terms in the Registration Statement.

 Amendment No. 1 to Registration Statement on Form S-1 Filed
on September 27, 2022

 Lincoln Park Transaction, page 4

1.
 Please define the term “Accelerated Purchase Share Amount.”

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 15 and 167 of Amendment No. 2.

 Risk Factors

Risks Related to the Offering, page 20

2.
 We note your response to prior comment 8. Please advise whether the potential depressive effect on your
shares may be increased by the fact that sales to Lincoln Park will occur at prices below the then current trading price of your common stock pursuant to the discounted price formula provided in the Purchase Agreement and revise as appropriate.

 Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in
response to the Staff’s comment. Please see page 22 of Amendment No. 2.

 D-Wave Systems
Inc.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Liquidity and Capital Resources, page
104

3.
 We note your response to prior comment 10 and revised disclosure on page 107 stating that “As
previously disclosed, with respect to certain key metrics, including revenue, we do not anticipate meeting the Transaction Forecasts due to a variety of factors. . .”. Your revisions suggest you are incorporating previously disclosed
information by reference, but you are not eligible to do so. Refer to the Staff Statement on Select Issues Pertaining to Special Purpose Acquisition Companies published by the Division of Corporation Finance on March 31, 2021. Please revise to
include in your registration statement the information and key metrics described as previously disclosed.

Response: The Company acknowledges the Staff’s comment. The Company confirms that its intention was not to incorporate previously
disclosed information by reference and has revised the disclosure accordingly. Please see pages 27 and 106 of Amendment No. 2.

 General

4.
 We note your response to prior comment 4 and that pursuant to your side letter agreement with the Public
Sector Pension Investment Board (“PSP”), PSP will vote its shares in favor of the election of the directors that are nominated by the Company’s board or a duly authorized committee. It appears that by virtue of this agreement your
board will effectively control the nomination and voting power for the election of directors. Please provide us your legal analysis as to why you are not a “Controlled Company” pursuant to NYSE listing rules under this arrangement.
Specifically, address whether 50% of the voting power for the election of directors is held by a “group.”

Response: The Company acknowledges the Staff’s comment. As described in Amendment No. 2, on September 26, 2022, the Company and PSP
entered into an amended and restated letter agreement (the “PSP Agreement”), pursuant to which PSP agreed that for so long as PSP beneficially owns, directly or indirectly, Common Shares and Exchangeable Shares (as defined in Amendment No.
2) representing 50% or more of the rights to vote at a meeting of the stockholders of the Company, whether directly or indirectly, including through any voting trust (i) PSP will not exercise the voting rights attached to any of such shares that
would result in PSP voting, whether directly or indirectly, including through any voting trust, more than 49.99% of the voting interests eligible to vote at any meeting of the stockholders of the Company and (ii) PSP will vote such shares in favor
of the election of the directors that are nominated by the board of directors of the Company or a duly authorized committee thereof. As a result of the limitations imposed by the PSP Agreement, the Company does not believe it is a “controlled
company” within the meaning of the corporate governance standards of the NYSE, which require that more than 50% of the voting power for the election of directors be held by an individual, group or entity. The Company has revised the
Registration Statement in response to the Staff’s comment to, among other things, state that the Company does not believe it is a “controlled company,” is not currently availing itself of any “controlled company” exemptions
and has no intention to do so should it become a “controlled company” in the future. Please see page 56 of Amendment No. 2. In addition, because the PSP Agreement is solely between PSP and the Company, and not an individual board member or
other person, PSP has not formed a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

 We appreciate the Staff’s assistance in reviewing this response letter and the
Registration Statement. Should you have any questions or comments regarding this letter, please do not hesitate to contact the undersigned at (212) 373-3224.

 Very truly yours,

 /s/ Adam M. Givertz

 Adam M. Givertz

cc:
 Jan Woo

Patrick Faller

 Securities and
Exchange Commission

 Alan Baratz

John M. Markovich

 D-Wave Quantum Inc.

 Kate Furber

Michael Saevitzon

PricewaterhouseCoopers LLP

Ian M. Hazlett

 Christian G.
Kurtz

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

CORRESP
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 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

 October 19,
2022

 VIA EDGAR

 Division of Corporation Finance

Office of Technology

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 D-Wave Quantum Inc.

Amendment No. 1 to

Registration Statement on Form S-1

Filed September 27, 2022

File No. 333-267124

Ladies and Gentlemen:

 On behalf of D-Wave Quantum Inc. (the “Company” or “D-Wave Quantum”), we acknowledge receipt of the comment letter, dated October 14, 2022 (the
“Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above captioned Amendment No. 1 to the Registration Statement on Form
S-1 (as amended, the “Registration Statement”). We hereby submit in electronic form the accompanying Amendment No. 2 (“Amendment No. 2”) to the
Registration Statement, together with exhibits, marked to indicate changes to the Registration Statement as filed with the Commission on September 27, 2022. Amendment No. 2 reflects changes made in response to the Comment Letter, and
certain other updates. For ease of reference, we have reproduced the Staff’s comments from the Comment Letter in bold type below, followed by the Company’s responses. Capitalized terms used but not defined herein have the meaning given to
such terms in the Registration Statement.

 Amendment No. 1 to Registration Statement on Form S-1 Filed
September 27, 2022

 Risk Factors

Risks Related to the Offering

 Due to the
significant number of shares of DPCM Class A Common Stock that were redeemed in connection with the Transaction. . ., page 23

1.
 We note that you removed disclosure on prior page 90 that the resale of shares into the public market may
have a depressive effect on your share price that “may be heighted [sic] by the fact that sales to Lincoln Park will generally be at prices below the then current trading price of the Common Shares.” Please revise your risk factor
disclosure to reflect the potential impact from the discounted price formula providing a below-market sale price to Lincoln Park or advise.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see page 23 of Amendment No. 2.

 D-Wave Systems Inc.’s Management’s Discussion and
Analysis of Financial Condition and Results of Operations

 Liquidity and Capital Resources, page 107

2.
 We note your response to prior comment 6 and revised disclosure on page 107 stating that “As previously
disclosed, with respect to certain key metrics, including revenue, we do not anticipate meeting the Transaction Forecasts due to a variety of factors. . .”. Your revisions suggest you are incorporating previously disclosed information by
reference, but you are not eligible to do so. Refer to the Staff Statement on Select Issues Pertaining to Special Purpose Acquisition Companies published by the Division of Corporation Finance on March 31, 2021. Please revise to include in your
registration statement the information and key metrics described as previously disclosed.

 Response: The
Company acknowledges the Staff’s comment. The Company confirms that its intention was not to incorporate previously disclosed information by reference and has revised the disclosure accordingly. Please see pages 28 and 107 of Amendment
No. 2.

 Selling Securityholders, page 160

3.
 We note your response to prior comment 11 where you state that one of the selling stockholders is an
affiliate of a broker-dealer. Please identify any selling stockholder that is a registered broker-dealer or an affiliate of a broker-dealer. Please note that a registration statement registering the resale of shares being offered by a broker-dealer
must identify the broker-dealer as an underwriter if the shares were not issued as underwriting compensation. For a selling stockholder that is an affiliate of a broker-dealer, your prospectus must state, if true, that: (1) the seller purchased
the securities in the ordinary course of business; and (2) at the time of purchase of the securities you are registering for resale, the seller had no agreements or understandings, directly or indirectly, with any person, to distribute the
securities. If you are unable to make these statements in the prospectus, please disclose that the selling stockholder is an underwriter. Please revise or advise.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 160 and 166 of Amendment No. 2.

 General

4.
 We note your response to prior comment 2 and that pursuant to your side letter agreement with the Public
Sector Pension Investment Board (“PSP”), PSP will vote its shares in favor of the election of the directors that are nominated by the Company’s board or a duly authorized committee. It appears that by virtue of this agreement your
board will effectively control the nomination and voting power for the election of directors. Please provide us your legal analysis as to why you are not a “Controlled Company” pursuant to NYSE listing rules under this arrangement.
Specifically, address whether 50% of the voting power for the election of directors is held by a “group.”

Response: The Company acknowledges the Staff’s comment. As described in Amendment No. 2, on September 26, 2022, the
Company and PSP entered into an amended and restated letter agreement (the “PSP Agreement”), pursuant to which PSP agreed that for so long as PSP beneficially owns, directly or indirectly, Common Shares and Exchangeable Shares (as defined
in Amendment No. 2) representing 50% or more of the rights to vote at a meeting of the stockholders of the Company, whether directly or indirectly, including through any voting trust (i) PSP will not exercise the voting rights attached to
any of such shares that would result in PSP voting, whether directly or indirectly, including through any voting trust, more than 49.99% of the voting interests eligible to vote at any meeting of the stockholders of the Company and (ii) PSP
will vote such shares in favor of the election of the directors that are nominated by the board of directors of the Company or a duly authorized committee thereof. As a result of the limitations imposed by the PSP Agreement, the Company does not
believe it is a “controlled company” within the meaning of the corporate governance standards of the NYSE, which require that more than 50% of the voting power for the election of directors be held by an individual, group or entity. The
Company has revised the Registration Statement in response to the Staff’s comment to, among other things, state that the Company does not believe it is a “controlled company,” is not currently availing itself of any “controlled
company” exemptions and has no intention to do so should it become a “controlled company” in the future. Please see page 57 of Amendment No. 2. In addition, because the PSP Agreement is solely between PSP and the Company, and not
an individual board member or other person, PSP has not formed a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

 We appreciate the Staff’s assistance in reviewing this response letter and the
Registration Statement. Should you have any questions or comments regarding this letter, please do not hesitate to contact the undersigned at (212) 373-3224.

Very truly yours,

/s/ Adam M. Givertz

Adam M. Givertz

cc:
 Jan Woo

Patrick Faller

 Securities and
Exchange Commission

 Alan Baratz

John M. Markovich

 D-Wave Quantum Inc.

 Kate Furber

Michael Saevitzon

PricewaterhouseCoopers LLP

Ian M. Hazlett

 Christian G.
Kurtz

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

United States securities and exchange commission logo
October 14, 2022
Alan Baratz
President & Chief Executive Officer
D-Wave Quantum Inc.
3033 Beta Avenue
Burnaby, British Columbia V5G 4M9
Canada
Re:D-Wave Quantum Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed September 27, 2022
File No. 333-267124
Dear Alan Baratz:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 15, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1 Filed September 27, 2022
Risk Factors
Risks Related to the Offering
Due to the significant number of shares of DPCM Class A Common Stock that were redeemed in
connection with the Transaction. . ., page 23
1.We note that you removed disclosure on prior page 90 that the resale of shares into the
public market may have a depressive effect on your share price that "may be heighted
[sic] by the fact that sales to Lincoln Park will generally be at prices below the then
current trading price of the Common Shares."  Please revise your risk factor disclosure to

 FirstName LastNameAlan Baratz
 Comapany NameD-Wave Quantum Inc.
 October 14, 2022 Page 2
 FirstName LastName
Alan Baratz
D-Wave Quantum Inc.
October 14, 2022
Page 2
reflect the potential impact from the discounted price formula providing a below-market
sale price to Lincoln Park or advise.
D-Wave Systems Inc.'s Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources, page 107
2.We note your response to prior comment 6 and revised disclosure on page 107 stating that
"As previously disclosed, with respect to certain key metrics, including revenue, we do
not anticipate meeting the Transaction Forecasts due to a variety of factors. . .".  Your
revisions suggest you are incorporating previously disclosed information by reference, but
you are not eligible to do so.  Refer to the Staff Statement on Select Issues Pertaining to
Special Purpose Acquisition Companies published by the Division of Corporation Finance
on March 31, 2021.  Please revise to include in your registration statement the information
and key metrics described as previously disclosed.
Selling Securityholders, page 160
3.We note your response to prior comment 11 where you state that one of the selling
stockholders is an affiliate of a broker-dealer.  Please identify any selling stockholder that
is a registered broker-dealer or an affiliate of a broker-dealer.  Please note that a
registration statement registering the resale of shares being offered by a broker-dealer
must identify the broker-dealer as an underwriter if the shares were not issued as
underwriting compensation.  For a selling stockholder that is an affiliate of a broker-
dealer, your prospectus must state, if true, that: (1) the seller purchased the securities in
the ordinary course of business; and (2) at the time of purchase of the securities you are
registering for resale, the seller had no agreements or understandings, directly or
indirectly, with any person, to distribute the securities.  If you are unable to make these
statements in the prospectus, please disclose that the selling stockholder is an underwriter.
Please revise or advise.
General
4.We note your response to prior comment 2 and that pursuant to your side letter agreement
with the Public Sector Pension Investment Board (“PSP”), PSP will vote its shares in
favor of the election of the directors that are nominated by the Company's board or a duly
authorized committee.  It appears that by virtue of this agreement your board will
effectively control the nomination and voting power for the election of directors.  Please
provide us your legal analysis as to why you are not a "Controlled Company" pursuant to
NYSE listing rules under this arrangement.  Specifically, address whether 50% of the
voting power for the election of directors is held by a "group."

 FirstName LastNameAlan Baratz
 Comapany NameD-Wave Quantum Inc.
 October 14, 2022 Page 3
 FirstName LastName
Alan Baratz
D-Wave Quantum Inc.
October 14, 2022
Page 3
            Please contact Patrick Faller, Staff Attorney, at (202) 551-4438 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Adam M. Givertz

CORRESP
1
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CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

September 26, 2022

 VIA EDGAR

Division of Corporation Finance

 Office of Technology

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 D-Wave Quantum Inc.

Registration Statement on Form S-1

Filed August 29, 2022

File No. 333-267126

Ladies and Gentlemen:

 On behalf of D-Wave Quantum Inc. (the “Company” or “D-Wave Quantum”), we acknowledge receipt of the comment letter, dated September 15, 2022 (the
“Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above captioned Registration Statement on Form S-1 (as amended, the “Registration Statement”). We hereby submit in electronic form the accompanying Amendment No. 1 (“Amendment No. 1”) to the Registration
Statement, together with exhibits, marked to indicate changes to the Registration Statement as filed with the Commission on August 29, 2022. Amendment No. 1 reflects changes made in response to the Comment Letter, and certain other
updates. For ease of reference, we have reproduced the Staff’s comments from the Comment Letter in bold type below, followed by the Company’s responses. Capitalized terms used but not defined herein have the meaning given to such terms in
the Registration Statement. The terms “Common Shares” and “Common Stock” are used interchangeably to refer to the shares of common stock of the Company.

 Registration Statement on Form S-1 filed August 29, 2022

 Cover Page

1.
 Please disclose on your cover page the price (and formula for determining it) at which Lincoln Park will
receive your shares pursuant to the Purchase Agreement and the term of the Purchase Agreement.

 Response: The
Company acknowledges the Staff’s comment and has revised the cover page of the prospectus in response to the Staff’s comment.

2.
 We note you are registering the 381,540 Common Shares previously issued to Lincoln Park as consideration for
its commitment to purchase your Common Shares under the Purchase Agreement. Disclose the price per share at which the shares were effectively issued to Lincoln Park on August 5, 2022 and August 25, 2022, respectively.

 Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in
response to the Staff’s comment. Please see the cover page of the prospectus as well as pages 14, 19, and 164 of Amendment No. 1.

3.
 You disclose on the cover page that you have filed a separate registration statement registering the
issuance to and resale by certain third parties unrelated to Lincoln Park. Quantify and disclose the percentage of your public float that will become available for resale in the market pursuant to your registration statements in the aggregate.

 Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in
response to the Staff’s comment. Please see the cover page of the prospectus as well as page 21 of Amendment No. 1.

4.
 Please revise the cover page to disclose that you have a majority shareholder and will be a “controlled
company” under the NYSE listing rules upon the date you file your first annual report on Form 10-K pursuant to your side letter agreement with the Public Sector Pension Investment Board (“PSP”)
at which time PSP is no longer restricted from exercising its voting rights attached to your shares (unless the agreement is terminated and you become a “controlled company” at an earlier date or PSP otherwise disposes of its controlling
interest in your shares after any applicable lock-up period). Please ensure this disclosure identifies your controlling shareholder, discloses the controlling shareholder’s total voting power and
cross-references a longer discussion of the effects of your status as a “controlled company.”

Response: The Company acknowledges the Staff’s comment. As disclosed in Amendment No. 1, the Company and PSP entered into an
amended and restated side letter agreement (the “PSP Side Letter Agreement”) on September 26, 2022, pursuant to which PSP has irrevocably agreed not to exercise in excess of 49.99% of its voting power, directly or
indirectly, for so long as it beneficially owns 50%

or more of the combined voting power of the Company. The PSP Side Letter Agreement has no defined term and PSP cannot rescind or amend the PSP Side Letter Agreement without the Company’s
written agreement. Consequently, PSP has less than 50% of the total voting power attached to the Company’s shares of common stock (including Common Shares underlying Exchangeable Shares). As a result, the Company will not become a
“controlled company” under the NYSE listing rules. We also note that under the terms of the PSP Side Letter Agreement, PSP has agreed to vote its shares of common stock in favor of the Company’s nominees to the Company’s board of
directors and, therefore, PSP does not have the ability to control the board of directors of the Company. The Company has revised Amendment No. 1 to disclose the terms of the PSP Side Letter Agreement and has filed such agreement as an exhibit
to Amendment No. 1. Please see pages 13, 55 and 153 of Amendment No. 1.

 Prospectus Summary, page 11

5.
 Please revise your prospectus summary to discuss the material terms of the Purchase Agreement with Lincoln
Park under a separate heading. Disclose the floor price and the maximum number of shares that may be issued to Lincoln Park pursuant to the Purchase Agreement.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see page 13 of Amendment No. 1.

 Risk Factors

Risks Related to the Offering, page 17

6.
 Disclose whether there is a risk that investors can engage in short-selling activities and, if so, how any
sales activities after announcement of a put may negatively affect your share price.

 Response: The Company
acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 23 of Amendment No. 1.

 The sale or issuance of Common Shares to Lincoln Park may cause dilution. . ., page 17

7.
 We note your disclosure of the Common Shares being registered for resale by certain third parties unrelated
to Lincoln Park pursuant to a separate registration statement, which represents a substantial majority of your Common Shares outstanding as of August 5, 2022. Revise to clarify the percentage of shares you are concurrently seeking to register
for resale in the aggregate.

 Response: The Company acknowledges the Staff’s comment and has revised the
Registration Statement in response to the Staff’s comment. Please see the cover page of the prospectus and page 21 of Amendment No. 1. The Company notes that it has reduced the number of Common Shares being registered for resale by certain
third parties unrelated to Lincoln Park pursuant to the separate registration statement referenced in the Staff’s comment (the “Resale Registration Statement”), such that the Common Shares being registered for resale under the
Resale Registration Statement no longer represent a substantial majority of the Common Shares outstanding.

 The terms of the Purchase Agreement
limit the amount of Common Shares we may issue to Lincoln Park, which may limit. . ., page 18

8.
 Advise whether there is a risk that the potential depressive effect on your share trading price due to the
substantial number of shares you are registering for resale may also limit your ability to utilize the Purchase Agreement to enhance your cash resources. For example, advise whether a decline in the trading price of your Common Shares may affect the
ability or rate at which Lincoln Park sells its shares of your Common Shares and, as a result, may restrict the amount or timing of additional financing you are able to obtain pursuant to the Purchase Agreement in light of the Beneficial Ownership
Limitation.

 Response: The Company acknowledges the Staff’s comment and has revised the Registration
Statement in response to the Staff’s comment. Please see page 22 of Amendment No. 1.

 Dilution, page 56

9.
 You disclose that the lower the price of your Common Shares is at the time you exercise your right to sell
Common Shares to Lincoln Park, the more Common Shares you will issue to Lincoln Park pursuant to the Purchase Agreement, causing your existing shareholders to experience greater dilution. Disclose the maximum number of shares that can be issued
pursuant to the Purchase Agreement to show the full extent of dilution your existing shareholders may experience. Revise your risk factors to better illustrate this dilutive effect on your share price as a result of the pricing formula through which
you will issue shares to Lincoln Park and the full extent of the dilution your shareholders may experience.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 21 and 62 of Amendment No. 1.

 D-Wave Systems Inc.’s Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page 89

10.
 We note that the projected revenues for 2022 were $11 million, as set forth in the unaudited
prospective financial information management prepared and provided to the DPCM Board and DPCM’s financial advisors in connection with the evaluation of the Business Combination. We also note that your actual revenues for the Six Months Ended
June 30, 2022 were approximately $3.083 million. It appears that you will miss your 2022 revenue projection. Please update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about the
company’s financial position and further risks to the business operations and liquidity in light of these circumstances.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 25 and 104 of Amendment No. 1.

11.
 Please revise your discussion about how your registration statements may impact the market price of the
company’s Common Stock to highlight the fact that Public Sector Pension Investment Board, a beneficial owner of over 50% of your outstanding shares, will be able to sell all of its shares for so long as the separate registration statement
registering the issuance to and resale by certain third parties unrelated to Lincoln Park is available for use.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement to further highlight that sales
pursuant to the Registration Statement and the Resale Registration Statement may have an adverse impact on the market price of the Common Shares. Please see page 96 of Amendment No. 1. In addition, the Company advises the Staff that the Resale
Registration Statement has been amended to remove a substantial majority of the Common Shares that PSP would have been able to sell thereunder, such that PSP may only sell 4,362,397, or approximately 7.3%, of its Common Shares, representing
approximately 4.0% of the Common Shares outstanding as of August 5, 2022 (in each case including Common Shares underlying Exchangeable Shares).

 Liquidity and Capital Resources, page 98

12.
 In light of the significant number of DPCM public stockholders who exercised their redemption rights prior
to the business combination closing and the unlikelihood that the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of your
Common Stock, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this
offering on the company’s ability to raise additional capital.

 Response: The Company acknowledges the
Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 25 and 104 of Amendment No. 1.

Lincoln Park Transaction, page 160

13.
 Specify the “time period” referred to in the definition of an Accelerated Purchase Date.

 Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in
response to the Staff’s comment. Please see page 164 of Amendment No. 1.

14.
 Revise to disclose that the Purchase Agreement prohibits the company from directing Lincoln Park to purchase
any Common Shares if the closing price of your shares is less than the floor price of $1.00.

 Response: The
Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see the cover page of the prospectus as well as pages 15, 22 and 165 of Amendment No. 1.

Effect of Performance of the Purchase Agreement on Our Stockholders, page 162

15.
 We note that your tabular disclosure showing the gross proceeds you would receive from the sale of your
shares to Lincoln Park begins with the assumed price per share of $8.53, the closing sale price of your shares on August 25, 2022. However, your common stock has recently traded below this price and the Purchase Agreement allows for issuances
to Lincoln Park at prices below $8.53. Revise to include a complete range of possible purchase prices, including the number of shares that would be issued at the floor price of $1.00.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 24 and 168 of Amendment No. 1.

 We appreciate the Staff’s assistance in reviewing this response letter and the
Registration Statement. Should you have any questions or comments regarding this letter, please do not hesitate to contact the undersigned at (212) 373-3224.

Very truly yours,

/s/ Adam M. Givertz

Adam M. Givertz

cc:
 Jan Woo

Patrick Faller

 Securities and
Exchange Commission

 Alan Baratz

John M. Markovich

 D-Wave Quantum Inc.

 Kate Furber

Michael Saevitzon

PricewaterhouseCoopers LLP

Ian M. Hazlett

 Christian G.
Kurtz

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

September 26, 2022

 VIA EDGAR

Division of Corporation Finance

 Office of Technology

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 D-Wave Quantum Inc.

Registration Statement on Form S-1

Filed August 29, 2022

File No. 333-267124

Ladies and Gentlemen:

 On behalf of D-Wave Quantum Inc. (the “Company” or “D-Wave Quantum”), we acknowledge receipt of the comment letter, dated September 15, 2022 (the
“Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above captioned Registration Statement on Form S-1 (as amended, the “Registration Statement”). We hereby submit in electronic form the accompanying Amendment No. 1 (“Amendment No. 1”) to the Registration
Statement, together with exhibits, marked to indicate changes to the Registration Statement as filed with the Commission on August 29, 2022. Amendment No. 1 reflects changes made in response to the Comment Letter, and certain other
updates. For ease of reference, we have reproduced the Staff’s comments from the Comment Letter in bold type below, followed by the Company’s responses. Capitalized terms used but not defined herein have the meaning given to such terms in
the Registration Statement. The terms “Common Shares” and “Common Stock” are used interchangeably to refer to the shares of common stock of the Company.

 Registration Statement on Form S-1 filed August 29, 2022

 Cover Page

1.
 Disclose that the exercise price of the warrants exceeds the market price of the underlying security and
disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of
the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

 Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in
response to the Staff’s comment. Please see the cover page of the prospectus as well as pages 13, 29, 64 and 108 of Amendment No. 1.

2.
 Please revise the cover page to disclose that you have a majority shareholder and will be a “controlled
company” under the NYSE listing rules upon the date you file your first annual report on Form 10-K pursuant to your side letter agreement with the Public Sector Pension Investment Board (“PSP”)
at which time PSP is no longer restricted from exercising its voting rights attached to your shares (unless the agreement is terminated and you become a “controlled company” at an earlier date or PSP otherwise disposes of its controlling
interest in your shares after any applicable lock-up period). Please ensure this disclosure identifies your controlling shareholder, discloses the controlling shareholder’s total voting power and
cross-references a longer discussion of the effects of your status as a “controlled company.”

Response: The Company acknowledges the Staff’s comment. As disclosed in Amendment No. 1, the Company and PSP entered into an
amended and restated side letter agreement (the “PSP Side Letter Agreement”) on September 26, 2022, pursuant to which PSP has irrevocably agreed not to exercise in excess of 49.99% of its voting power, directly or
indirectly, for so long as it beneficially owns 50% or more of the combined voting power of the Company. The PSP Side Letter Agreement has no defined term and PSP cannot rescind or amend the PSP Side Letter Agreement without the Company’s
written agreement. Consequently, PSP has less than 50% of the total voting power attached to the Company’s shares of common stock (including Common Shares underlying Exchangeable Shares). As a result, the Company will not become a
“controlled company” under the NYSE listing rules. We also note that under the terms of the PSP Side Letter Agreement, PSP has agreed to vote its shares of common stock in favor of the Company’s nominees to the Company’s board of
directors and, therefore, PSP does not have the ability to control the board of directors of the Company. The Company has revised Amendment No. 1 to disclose the terms of the PSP Side Letter Agreement and has filed such agreement as an exhibit
to Amendment No. 1. Please see pages 13, 58 and 156 of Amendment No. 1.

 Prospectus Summary, page 11

3.
 Please revise your prospectus summary to discuss the material terms of the concurrent financing that you
have entered into with Lincoln Park under a separate heading. Quantify the percentage of your public float that will become available for resale in the market pursuant to your registration statements.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see the cover page of the prospectus and pages 18, 23 and 98 of Amendment No. 1.

 Risk Factors

Risks Related to the Offering

 Due to the
significant number of shares of DPCM Class A Common Stock that were redeemed in connection with the Transaction. . . , page 17

4.
 Revise your risk factor, including the caption, to highlight the extent to which the selling securityholders
acquired shares of your Common Stock at prices significantly lower than the current public trading price of your Common Shares and, as such, are incentivized to sell at current trading prices because they will still profit on sales because of the
lower price that they purchased their shares than the public investors.

 Response: The Company acknowledges
the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 23 of Amendment No. 1.

We may issue additional Common Shares or other equity securities without your approval, which would dilute your ownership. . . , page 18

5.
 Revise to further illustrate the dilution holders of your Common Shares will experience if Lincoln Park
purchases up to $150,000,000 of your Common Shares. Use tabular disclosure to show how the number of shares to be issued will vary depending upon the potential purchase price to be paid by Lincoln Park and disclose the maximum number of shares that
may be issued.

 Response: The Company acknowledges the Staff’s comment and has revised the Registration
Statement in response to the Staff’s comment. Please see pages 20, 26 and 27 of Amendment No. 1.

D-Wave Systems Inc.’s Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 88

6.
 We note that the projected revenues for 2022 were $11 million, as set forth in the unaudited
prospective financial information management prepared and provided to the DPCM Board and DPCM’s financial advisors in connection with the evaluation of the Business Combination. We also note that your

actual revenues for the Six Months Ended June 30, 2022 were approximately $3.083 million. It appears that you will miss your 2022 revenue projection. Please update your disclosure in
Liquidity and Capital Resources, and elsewhere, to provide updated information about the company’s financial position and further risks to the business operations and liquidity in light of these circumstances.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 28 and 107 of Amendment No. 1.

7.
 Please revise your discussion about how your registration statements may impact the market price of the
company’s Common Stock to highlight the fact that Public Sector Pension Investment Board, a beneficial owner of over 50% of your outstanding shares, will be able to sell all of its shares for so long as the registration statement of which this
prospectus forms a part is available for use.

 Response: The Company acknowledges the Staff’s comment and
has revised the Registration Statement to further highlight that sales pursuant to the Registration Statement and the separate registration statement filed for the resale of Common Shares by Lincoln Park may have an adverse impact on the market
price of the Common Shares. Please see page 99 of Amendment No. 1. In addition, the Company advises the Staff, as noted further below in the response to Comment 11, that the Registration Statement has been amended to remove a substantial
majority of the Common Shares that PSP would have been able to sell thereunder, such that PSP may only sell 4,362,397, or approximately 7.3%, of its Common Shares, representing approximately 4.0% of the Common Shares outstanding as of August 5,
2022 (in each case including Common Shares underlying Exchangeable Shares).

 Liquidity and Capital Resources, page 97

8.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of your Common Stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 28, 29, 107 and 108 of Amendment No. 1.

 Exhibits

9.
 The legal opinion filed as Exhibit 5.1 describes a registration statement relating to the resale of up to
13,621,005 Common Shares that may be issued by the company upon the exercise of options, but the cover page of your registration statement describes the registration of up to 6,589,154 Common Shares issuable upon the exercise of D-Wave Options. Please advise or revise.

 Response: The Company acknowledges
the Staff’s comment and has refiled Exhibit 5.1 with Amendment No. 1 in response to the Staff’s comment.

 General

10.
 Revise your prospectus to disclose the price that each selling securityholder paid for the securities being
registered for resale. Highlight any differences in the current trading price, the prices that the Selling Securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Please
also disclose the potential profit the Selling Securityholders will earn based on the current trading price.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 23, 99 and 160 of Amendment No. 1.

11.
 Given the nature of your offering, including, among other things, that a majority of your shares being
registered for resale are held by a single entity relative to the number of shares outstanding, the short time period your outstanding shares have been held, and your relationships with some of the selling stockholders as disclosed in your
prospectus, please provide us with an analysis of your basis for determining that it is appropriate to characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i) as opposed to an indirect primary offering. For
guidance, please refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.

Response: The Company acknowledges the Staff’s comment and respectfully submits that the transaction is a secondary offering
under Securities Act Rule 415(a)(1)(i).

 As noted above, the Registration Statement has been amended to remove a substantial majority of
the Common Shares that PSP would have been able to sell thereunder, such that PSP may only sell 4,362,397, or approximately 7.3%, of its Common Shares, representing approximately 4.0% of the Common Shares outstanding as of August 5, 2022 (in
each case including Common Shares underlying Exchangeable Shares).

 In an effort to assist registrants in determining whether an offering by selling
stockholders may be characterized as a secondary offering that is eligible to be made on a continuous or delayed basis under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities Act Compliance and Disclosure Interpretations
(“C&DI 612.09”). C&DI 612.09 provides that “[t]he question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives proceeds”
and that consideration be given to the following factors:

•

 how long the selling stockholders have held the shares;

•

 the circumstances under which the selling stockholders have received the shares;

•

 the relationship of the selling stockholders to the issuer;

•

 the number of shares being sold;

•

 whether the selling stockholders are in the business of underwriting securities; and

•

 whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

 For the reasons set forth below, the Company respectfully submits that the registration and proposed resale from time to
time (the “Offering”) of Common Shares and warrants to purchase Common Shares (the “Warrants”) pursuant to the Registration Statement is not, and should not be considered, a primary offering of the Common Shares and
Warrants to the public.

 A. How Long the Shares Have been Held

The vast majority of the issued and outstanding Common Shares (including Common Shares underlying Exchangeable Shares) currently held by the
selling stockholders (99,736,752 of 108,568,855, or approximately 91.9%) were received as consideration in connection with the Transaction in exchange for securities of D-Wave Systems Inc. (“D-Wave Systems”) held by shareholders and option holders of D-Wave Systems and its predecessors. Such securities of D-Wave
Systems were acquired through multiple private placements and equity award grants over the course of several years, dating back to 2003, with the latest round of financing being completed in April 2020. Only a small portion of the outstanding Common
Shares held by certain of the selling stockholders (including Common Shares underlying Exchangeable Shares) (5,816,528 of 108,568,855, or approximately 5.4%) were purchased in the financing that was completed in connection with the Transaction (the
“PIPE Shares”), which PIPE Shares were purchased for investment purposes primarily by existing long-term investors in D-Wave Systems. Thus, with the exception of a limited number of PIPE
Shares that were acquired in connection with the Transaction and the Common Shares issued

 to Initial Stockholders (3,015,575 of 108,568,855, or approximately 2.8%), the selling
securityholders have held an economic interest, and borne the risk of investment, of more than 90% of the securities being registered for resale under the Registration Statement for a significant period of time.

A small number of Common Shares issued to Initial Stockholder (247,500) were issued at fair market value to certain selling stockholders that
provided advisory services and/or public relations services to DPCM Capital Inc. in connection with its initial public offering (the “SPAC IPO”). No Common Shares were issued to selling stockholders in lieu of any underwriting
services, placement fees or commissions.

 The Warrants held by the Sponsor, which are being registered for resale under the Registration
Statement and are exercisable for 11,633,061 Common Shares that have been registered for resale under the Registration statement, were issued to the Sponsor for cash consideration in connection with the SPAC IPO, which was completed on
October 23, 2020. The D-Wave Warrants, which are exer

United States securities and exchange commission logo
September 15, 2022
Alan Baratz
President & Chief Executive Officer
D-Wave Quantum Inc.
3033 Beta Avenue
Burnaby, British Columbia V5G 4M9
Canada
Re:D-Wave Quantum Inc.
Registration Statement on Form S-1
Filed August 29, 2022
File No. 333-267124
Dear Dr. Baratz:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed August 29, 2022
Cover Page
1.Disclose that the exercise price of the warrants exceeds the market price of the underlying
security and disclose the likelihood that warrant holders will not exercise their warrants.
Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of
proceeds section and disclose that cash proceeds associated with the exercises of the
warrants are dependent on the stock price.  As applicable, describe the impact on your
liquidity and update the discussion on the ability of your company to fund your operations
on a prospective basis with your current cash on hand.

 FirstName LastNameAlan Baratz
 Comapany NameD-Wave Quantum Inc.
 September 15, 2022 Page 2
 FirstName LastName
Alan Baratz
D-Wave Quantum Inc.
September 15, 2022
Page 2
2.Please revise the cover page to disclose that you have a majority shareholder and will be a
"controlled company" under the NYSE listing rules upon the date you file your first
annual report on Form 10-K pursuant to your side letter agreement with the Public Sector
Pension Investment Board ("PSP") at which time PSP is no longer restricted from
exercising its voting rights attached to your shares (unless the agreement is terminated and
you become a "controlled company" at an earlier date or PSP otherwise disposes of its
controlling interest in your shares after any applicable lock-up period).  Please ensure this
disclosure identifies your controlling shareholder, discloses the controlling shareholder's
total voting power and cross-references a longer discussion of the effects of your status as
a "controlled company."
Prospectus Summary, page 11
3.Please revise your prospectus summary to discuss the material terms of the concurrent
financing that you have entered into with Lincoln Park under a separate heading.
Quantify the percentage of your public float that will become available for resale in the
market pursuant to your registration statements.
Risk Factors
Risks Related to the Offering
Due to the significant number of shares of DPCM Class A Common Stock that were redeemed in
connection with the Transaction. . . , page 17
4.Revise your risk factor, including the caption, to highlight the extent to which the selling
securityholders acquired shares of your Common Stock at prices significantly lower than
the current public trading price of your Common Shares and, as such, are incentivized to
sell at current trading prices because they will still profit on sales because of the lower
price that they purchased their shares than the public investors.

We may issue additional Common Shares or other equity securities without your approval, which
would dilute your ownership. . . , page 18
5.Revise to further illustrate the dilution holders of your Common Shares will experience if
Lincoln Park purchases up to $150,000,000 of your Common Shares.  Use tabular
disclosure to show how the number of shares to be issued will vary depending upon the
potential purchase price to be paid by Lincoln Park and disclose the maximum number of
shares that may be issued.
D-Wave Systems Inc.'s Management's Discussion and Analysis of Financial Condition and
Results of Operations, page 88
6.We note that the projected revenues for 2022 were $11 million, as set forth in the
unaudited prospective financial information management prepared and provided to the
DPCM Board and DPCM’s financial advisors in connection with the evaluation of the

 FirstName LastNameAlan Baratz
 Comapany NameD-Wave Quantum Inc.
 September 15, 2022 Page 3
 FirstName LastNameAlan Baratz
D-Wave Quantum Inc.
September 15, 2022
Page 3
Business Combination.  We also note that your actual revenues for the Six Months Ended
June 30, 2022 were approximately $3.083 million.  It appears that you will miss your
2022 revenue projection.  Please update your disclosure in  Liquidity and Capital
Resources, and elsewhere, to provide updated information about the company’s financial
position and further risks to the business operations and liquidity in light of these
circumstances.
7.Please revise your discussion about how your registration statements may impact the
market price of the company’s Common Stock to highlight the fact that Public Sector
Pension Investment Board, a beneficial owner of over 50% of your outstanding shares,
will be able to sell all of its shares for so long as the registration statement of which this
prospectus forms a part is available for use.
Liquidity and Capital Resources, page 97
8.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of your Common
Stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination.  If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.

Exhibits
9.The legal opinion filed as Exhibit 5.1 describes a registration statement relating to the
resale of up to 13,621,005 Common Shares that may be issued by the company upon the
exercise of options, but the cover page of your registration statement describes the
registration of up to 6,589,154 Common Shares issuable upon the exercise of D-Wave
Options.  Please advise or revise.
General
10.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Selling Securityholders acquired their shares and warrants, and
the price that the public securityholders acquired their shares and warrants.  Please also
disclose the potential profit the Selling Securityholders will earn based on the current
trading price.
11.Given the nature of your offering, including, among other things, that a majority of your
shares being registered for resale are held by a single entity relative to the number of
shares outstanding, the short time period your outstanding shares have been held, and your
relationships with some of the selling stockholders as disclosed in your prospectus, please
provide us with an analysis of your basis for determining that it is appropriate to

 FirstName LastNameAlan Baratz
 Comapany NameD-Wave Quantum Inc.
 September 15, 2022 Page 4
 FirstName LastName
Alan Baratz
D-Wave Quantum Inc.
September 15, 2022
Page 4
characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i)
as opposed to an indirect primary offering. For guidance, please refer to Question 612.09
of the Securities Act Rules Compliance and Disclosure Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Patrick Faller, Staff Attorney, at (202) 551-4438 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Adam M. Givertz

CORRESP
1
filename1.htm

CORRESP

 D-Wave Quantum Inc.

3033 Beta Avenue

Burnaby, British Columbia V5G 4M9

Canada

 July 12, 2022,

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, DC 20549

Attention:

Ms. Jan Woo and Mr. Patrick Faller

Re:

 D-Wave Quantum Inc.

Amendment No. 4 to Registration Statement Form S-4

File No. 333-263573

 Dear Ms. Jan Woo and Mr. Patrick Faller:

D-Wave Quantum Inc. (the “Company”) hereby requests acceleration of the effective
date of the above-referenced Registration Statement so that it may become effective at 4 p.m. Eastern Time on July 13, 2022, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.

Once the Registration Statement has been declared effective, please contact Adam M. Givertz of Paul, Weiss, Rifkind, Wharton &
Garrison LLP, at (212) 373-3224 or Thomas R. Martin of Greenberg Traurig, P.A., at (305) 579-0739 to orally confirm that event or if you have any questions or require
additional information regarding this matter.

 [Signature Page Follows]

Very truly yours,

D-Wave Quantum Inc.

By:

 /s/ Emil Michael

Name:

Emil Michael

Title:

President

cc:
 Adam M. Givertz

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Thomas R. Martin

 Greenberg
Traurig, P.A.

 [Signature Page to
Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

July 12, 2022

 VIA EDGAR

Division of Corporation Finance

 Office of Manufacturing

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 D-Wave Quantum Inc.

Amendment No. 4 to Registration Statement on Form S-4

Filed July 8, 2022

File No. 333-263573

Ladies and Gentlemen:

 On behalf of D-Wave Quantum Inc. (the “Company” or “D-Wave Quantum”), we acknowledge receipt of the comment letter, dated July 11, 2022 (the
“Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above captioned Amendment No. 4 to the Registration Statement on Form
S-4 (as amended, the “Registration Statement”). We hereby submit in electronic form the accompanying Amendment No. 5 (“Amendment No. 5”) to the
Registration Statement, together with exhibits, marked to indicate changes from Amendment No. 4 to the Registration Statement as filed with the Commission on July 8, 2022.

Amendment No. 5 reflects changes made in response to the Comment Letter, and certain other updates. For ease of reference, we have
reproduced the Staff’s comments from the Comment Letter in bold type below, followed by the Company’s responses. Capitalized terms used but not defined herein have the meaning given to such terms in the Registration Statement.

Amendment No. 4 to Registration Statement on Form S-4/A filed July 8, 2022

General

1.
 We note your response to prior comment 7 and reissue the comment. We further note your disclosure on page
275 that the Public Sector Pension Investment Board, a Canadian Crown corporation, will own between 41.4% and 54.8% of D-Wave Quantum after the transaction. Please address the prior comment notwithstanding the
fact that the “target” in your proposed business combination is not a U.S. company.

 Response: The
Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 72 and 73 of Amendment No. 5. In addition, the Company hereby confirms that the Sponsor is not a non-U.S. person, is not controlled by a non-U.S. person and has no substantial ties with a non-U.S. person.

2.
 We note your response to prior comment 10. Please describe in your registration statement the nature of the
advice, analysis, and work product of Citi on which the DPCM Board relied. Additionally, disclose the nature of the materials that Morgan Stanley prepared or was involved with that the DPCM Board reviewed. Advise whether the materials or work
product of Citi or Morgan Stanley included any involvement with the preparation of the financial projections disclosed in your registration statement.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 90 and 303 of Amendment No. 5.

3.
 We note your disclosure on page 302 that the Purchase Agreement with Lincoln Park was viewed favorably as a
source of potential liquidity in the event of significant redemptions, among other things. Please disclose whether you may become a “controlled company” within the meaning of the rules of the New York Stock Exchange upon completion of the
Transaction depending on the rate of redemptions by your Public Stockholders or otherwise. Include appropriate risk factor disclosure.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 85 and 86 of Amendment No. 5.

 We appreciate
the Staff’s assistance in reviewing this response letter and the Registration Statement. Should you have any questions or comments regarding this letter, please do not hesitate to contact the undersigned at (212)
373-3224.

Very truly yours,

/s/ Adam M. Givertz

Adam M. Givertz

cc:
 Jan Woo

Patrick Faller

 Robert Littlepage

 Lisa Etheredge

Securities and Exchange Commission

John M. Markovich

 Tanya J.
Rothe

 D-Wave Systems Inc.

Emil Michael

 D-Wave Quantum
Inc.

 Kate Furber

Michael Saevitzon

PricewaterhouseCoopers LLP

Thomas R. Martin

 Greenberg
Traurig, P.A.

 Ian M. Hazlett

Christian G. Kurtz

 Paul,
Weiss, Rifkind, Wharton & Garrison LLP

 2

United States securities and exchange commission logo
July 11, 2022
Emil Michael
President
D-Wave Quantum Inc.
3033 Beta Avenue
Burnaby, British Columbia V5G 4M9
Canada
Re:D-Wave Quantum Inc.
Amendment No. 4 to Registration Statement on Form S-4
Filed July 8, 2022
File No. 333-263573
Dear Mr. Michael:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 7, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed on July 8, 2022
General
1.We note your response to prior comment 7 and reissue the comment.  We further note
your disclosure on page 275 that the Public Sector Pension Investment Board, a Canadian
Crown corporation, will own between 41.4% and 54.8% of D-Wave Quantum after the
transaction.  Please address the prior comment notwithstanding the fact that the “target” in
your proposed business combination is not a U.S. company.
2.We note your response to prior comment 10.  Please describe in your registration
statement the nature of the advice, analysis, and work product of Citi on which the DPCM

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 July 11, 2022 Page 2
 FirstName LastName
Emil Michael
D-Wave Quantum Inc.
July 11, 2022
Page 2
Board relied.  Additionally, disclose the nature of the materials that Morgan Stanley
prepared or was involved with that the DPCM Board reviewed.  Advise whether the
materials or work product of Citi or Morgan Stanley included any involvement with the
preparation of the financial projections disclosed in your registration statement.
3.We note your disclosure on page 302 that the Purchase Agreement with Lincoln Park was
viewed favorably as a source of potential liquidity in the event of significant redemptions,
among other things.  Please disclose whether you may become a "controlled company"
within the meaning of the rules of the New York Stock Exchange upon completion of the
Transaction depending on the rate of redemptions by your Public Stockholders or
otherwise.  Include appropriate risk factor disclosure.
            You may contact Lisa Etheredge, Senior Staff Accountant, at (202) 551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Adam M. Givertz

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

July 8, 2022

 VIA EDGAR

Division of Corporation Finance

 Office of Manufacturing

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 D-Wave Quantum Inc.

Amendment No. 3 to Registration Statement on Form S-4

Filed June 24, 2022

File No. 333-263573

Ladies and Gentlemen:

 On behalf of D-Wave Quantum Inc. (the “Company” or “D-Wave Quantum”), we acknowledge receipt of the comment letter, dated July 7, 2022 (the
“Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above captioned Amendment No. 3 to the Registration Statement on Form
S-4 (as amended, the “Registration Statement”). We hereby submit in electronic form the accompanying Amendment No. 4 (“Amendment No. 4”) to the
Registration Statement, together with exhibits, marked to indicate changes from Amendment No. 3 to the Registration Statement as filed with the Commission on June 24, 2022.

Amendment No. 4 reflects changes made in response to the Comment Letter, and certain other updates. For ease of reference, we have
reproduced the Staff’s comments from the Comment Letter in bold type below, followed by the Company’s responses. Capitalized terms used but not defined herein have the meaning given to such terms in the Registration
Statement.

 Amendment No. 3 to Registration Statement on Form S-4/A filed
June 24, 2022

 Sponsor Support Agreement, page 27

1.
 We note your disclosure that “D-Wave may allocate up to
3,287,762 D-Wave Quantum Common Shares if D-Wave determines, in its sole discretion following consultation with DPCM, that such allocation would be advisable in
connection with the consummation of the Transaction.” Please clarify to whom or for what purpose these shares will be allocated.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 24, 28, 279 and 289 of Amendment No. 4.

 Risk Factors

We expect to require additional capital to pursue our business objectives. . . , page 54

2.
 Please specify the price floor beneath which D-Wave Quantum may not
sell to Lincoln Park any D-Wave Quantum Common Shares.

 Response: The
Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 56 and 292 of Amendment No. 4.

Resignation of Financial and Capital Markets Advisors, page 117

3.
 We note your disclosure on page 117 describing how the DPCM Board assessed the potential impact of the
resignations of Morgan Stanley, Citi, and UBS (the “Firms”), including how “the services to be provided by each of Morgan Stanley and Citi were substantially complete, and UBS’ services in connection with the deferred
underwriting commission were completed when the DPCM IPO was completed.” Please clarify here whether the DPCM Board viewed the services to be provided by UBS, in its role as capital markets advisor, as substantially complete and how it assessed
UBS’ resignation specifically in this role.

 Response: The Company acknowledges the Staff’s comment
and has revised the Registration Statement in response to the Staff’s comment. Please see pages 36, 88, 122, 123, 301, 311 of Amendment No. 4.

Extension; Waiver, page 280

4.
 Please file a copy of the waiver whereby D-Wave agreed to waive the
minimum cash condition as an exhibit to your registration statement.

 Response: The Company acknowledges the
Staff’s comment and filed a copy of the waiver as Exhibit 10.46 to Amendment No. 4.

 Background of the Transaction, page 287

5.
 We note your disclosure that on June 16, 2022, after discussions between
D-Wave and DPCM, the parties agreed to modify several terms of the Transaction and enter a Purchase Agreement with Lincoln Park. Revise your disclosure of the background of the Transaction to identify the
persons involved in these discussions and summarize the material aspects of any negotiations.

 Response: The
Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 302 of Amendment No. 4.

6.
 Please identify the “financial advisor” who participated in the meeting with the Sponsor and
DPCM’s management team on August 25, 2021. Refer to prior comment 11.

 Response: The Company
acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 296 of Amendment No. 4.

 2

 General

7.
 With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial
ties with a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you
may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that this comment is not applicable to
the proposed business combination as D-Wave Systems Inc., the “target” in the proposed business combination, is a Canadian corporation, not a U.S. company. The business combination is not subject to
the risk of non-completion addressed in the comment.

8.
 We note your response to prior comments 11 and 14. Please discuss the material terms of your obligations and
any applicable indemnification or contribution provisions under your advisory agreements and engagement letters with Morgan Stanley, Citi and UBS (including the underwriting agreement with UBS) that survive the resignation of the Firms. Include
appropriate risk factor disclosure about any impact these surviving provisions and obligations may have on the company. Additionally, discuss the scope of the work agreed to be performed by each Firm further to their engagement letter with you.

 Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in
response to the Staff’s comment. Please see pages 33, 34, 35, 36, 89, 90, 120, 121 and 122 of Amendment No. 4.

9.
 Please revise the disclosure of your proxy statement/prospectus to note that Citi and Morgan Stanley were
each entitled to a placement fee equal to 2.00% of the gross proceeds received by the Company upon consummation of the PIPE Financing.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 34, 87, 120 and 300 of Amendment No. 4.

10.
 Please disclose whether the Firms assisted in the preparation or review of any materials reviewed by
DPCM’s Board or management as part of their services and whether any such Firm has withdrawn its association with those materials and notified the DPCM Board of such disassociation. If so, include, for context, that there are similar
circumstances in which a financial institution is named and that the firm’s resignation indicates it is not willing to have the liability associated with such work. Additionally, revise your disclosure to state whether the DPCM Board relied on
any materials or work product provided by the Firms.

 Response: The Company acknowledges the Staff’s
comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 36, 37, 123 and 312 of Amendment No. 4.

 3

11.
 Disclose whether there are any costs that will result from the resignations of the Firms (such as additional
costs to engage another service provider) and whether the resignations will affect the timing of the Transaction.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 34, 87, 120 and 121 of Amendment No. 4.

 We appreciate
the Staff’s assistance in reviewing this response letter and the Registration Statement. Should you have any questions or comments regarding this letter, please do not hesitate to contact the undersigned at (212)
373-3224.

Very truly yours,

/s/ Adam M. Givertz

Adam M. Givertz

cc:
 Jan Woo

Patrick Faller

 Robert Littlepage

 Lisa Etheredge

Securities and Exchange Commission

John M. Markovich

 Tanya J.
Rothe

 D-Wave Systems Inc.

Emil Michael

 D-Wave Quantum Inc.

 Kate Furber

Michael Saevitzon

PricewaterhouseCoopers LLP

Thomas R. Martin

 Greenberg
Traurig, P.A.

 Ian M. Hazlett

Christian G. Kurtz

 Paul,
Weiss, Rifkind, Wharton & Garrison LLP

 4

United States securities and exchange commission logo
July 7, 2022
Emil Michael
President
D-Wave Quantum Inc.
3033 Beta Avenue
Burnaby, British Columbia V5G 4M9
Canada
Re:D-Wave Quantum Inc.
Amendment No. 3 to Registration Statement on Form S-4
Filed June 24, 2022
File No. 333-263573
Dear Mr. Michael:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 9, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4/A filed June 24, 2022
Sponsor Support Agreement, page 27
1.We note your disclosure that "D-Wave may allocate up to 3,287,762 D-Wave Quantum
Common Shares if D-Wave determines, in its sole discretion following consultation with
DPCM, that such allocation would be advisable in connection with the consummation of
the Transaction."  Please clarify to whom or for what purpose these shares will be
allocated.

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 July 7, 2022 Page 2
 FirstName LastName
Emil Michael
D-Wave Quantum Inc.
July 7, 2022
Page 2
Risk Factors
We expect to require additional capital to pursue our business objectives. . . , page 54
2.Please specify the price floor beneath which D-Wave Quantum may not sell to Lincoln
Park any D-Wave Quantum Common Shares.
Resignation of Financial and Capital Markets Advisors, page 117
3.We note your disclosure on page 117 describing how the DPCM Board assessed the
potential impact of the resignations of Morgan Stanley, Citi, and UBS (the "Firms"),
including how "the services to be provided by each of Morgan Stanley and Citi were
substantially complete, and UBS’ services in connection with the deferred underwriting
commission were completed when the DPCM IPO was completed."  Please clarify here
whether the DPCM Board viewed the services to be provided by UBS, in its role as capital
markets advisor, as substantially complete and how it assessed UBS' resignation
specifically in this role.
Extension; Waiver, page 280
4.Please file a copy of the waiver whereby D-Wave agreed to waive the minimum cash
condition as an exhibit to your registration statement.
Background of the Transaction, page 287
5.We note your disclosure that on June 16, 2022, after discussions between D-Wave and
DPCM, the parties agreed to modify several terms of the Transaction and enter a Purchase
Agreement with Lincoln Park.  Revise your disclosure of the background of the
Transaction to identify the persons involved in these discussions and summarize the
material aspects of any negotiations.
6.Please identify the "financial advisor" who participated in the meeting with the Sponsor
and DPCM's management team on August 25, 2021.  Refer to prior comment 11.
General
7.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 July 7, 2022 Page 3
 FirstName LastName
Emil Michael
D-Wave Quantum Inc.
July 7, 2022
Page 3
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
8.We note your response to prior comments 11 and 14.  Please discuss the material terms of
your obligations and any applicable indemnification or contribution provisions under your
advisory agreements and engagement letters with Morgan Stanley, Citi and UBS
(including the underwriting agreement with UBS) that survive the resignation of the
Firms.  Include appropriate risk factor disclosure about any impact these surviving
provisions and obligations may have on the company.  Additionally, discuss the scope of
the work agreed to be performed by each Firm further to their engagement letter with
you.
9.Please revise the disclosure of your proxy statement/prospectus to note that Citi and
Morgan Stanley were each entitled to a placement fee equal to 2.00% of the gross
proceeds received by the Company upon consummation of the PIPE Financing.
10.Please disclose whether the Firms assisted in the preparation or review of any materials
reviewed by DPCM's Board or management as part of their services and whether any such
Firm has withdrawn its association with those materials and notified the DPCM Board of
such disassociation.  If so, include, for context, that there are similar circumstances in
which a financial institution is named and that the firm's resignation indicates it is not
willing to have the liability associated with such work.  Additionally, revise your
disclosure to state whether the DPCM Board relied on any materials or work product
provided by the Firms.
11.Disclose whether there are any costs that will result from the resignations of the
Firms (such as additional costs to engage another service provider) and whether the
resignations will affect the timing of the Transaction.
            You may contact Lisa Etheredge, Senior Staff Accountant, at (202) 551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Adam M. Givertz

CORRESP
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CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

June 23, 2022

 VIA EDGAR

Division of Corporation Finance

 Office of Manufacturing

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 D-Wave Quantum Inc.

Amendment No. 2 to Registration Statement on Form S-4

Filed May 27, 2022

File No. 333-263573

Ladies and Gentlemen:

 On behalf of D-Wave Quantum Inc. (the “Company” or “D-Wave Quantum”), we acknowledge receipt of the comment letter, dated June 9, 2022 (the
“Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above captioned Amendment No. 2 to the Registration Statement on Form
S-4 (as amended, the “Registration Statement”). We hereby submit in electronic form the accompanying Amendment No. 3 (“Amendment No. 3”) to the
Registration Statement, together with exhibits, marked to indicate changes from Amendment No. 2 to the Registration Statement as filed with the Commission on May 27, 2022.

Amendment No. 3 reflects changes made in response to the Comment Letter, and certain other updates. For ease of reference, we have
reproduced the Staff’s comments from the Comment Letter in bold type below, followed by the Company’s responses. Capitalized terms used but not defined herein have the meaning given to such terms in the Registration Statement.

Amendment No. 2 to Registration Statement on Form S-4

Q: What interests does the Sponsor and DPCM’s officers and directors have in the Transaction?, page 9

1.
 We note your response to prior comment 1 and reissue our comment in part. Please clearly state whether there
are any fees or out-of-pocket expenses due to affiliates of the Sponsor upon consummation of the Transaction.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 12, 39, 80, 89 and 309 of Amendment No. 3.

 Material U.S. Federal Income Tax Considerations, page 111

2.
 We note you have filed a short-form tax opinion as Exhibit 8.1 to your registration statement. Accordingly,
please remove any statement in your disclosure that assumes the material tax consequences at issue (e.g., “Assuming the DPCM Merger so qualifies. . . a U.S. holder that exchanges DPCM
Class A Shares for D-Wave Quantum Common Shares in the DPCM Merger should not recognize any gain or loss on such exchange.”). State clearly that
the DPCM Merger will qualify as an exchange governed by Section 351 of the U.S. Tax Code and whether U.S. holders who exchange DPCM Class A Shares for D-Wave Quantum Common Shares in the merger will
recognize gain or loss on such an exchange. For further guidance see Staff Legal Bulletin No. 19 (October 14, 2011) and Item 601(b)(8) of Regulation S-K. If there is uncertainty regarding the tax
treatment of the business combination, counsel’s opinion should discuss the degree of uncertainty. Further, please clearly state in your disclosure that the statements set forth under the captions “Material U.S. Federal Income
Tax Considerations—U.S. Holders—Redemption of DPCM Class A Shares” and “Material U.S. Federal Income Tax Considerations—U.S. Holders—The DPCM
Merger” constitute the opinion of Greenberg Traurig, P.A.

 Response: The Company acknowledges
the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment to state that, subject to the qualifications, assumptions and limitations contained in the legal opinion attached as Exhibit 8.1 to the
Registration Statement, the above-referenced disclosure constitutes the opinion of Greenberg Traurig, P.A. The Company has also revised its disclosure to remove assumptions as to the material tax consequences to which the opinion relates, as
well as to state that, subject to the qualifications and limitations set forth therein, the DPCM Merger, taken together with certain related transactions, should qualify as an exchange governed by Section 351 of the U.S. Tax Code, and also to
include a discussion of the degree of uncertainty regarding such qualification. Please see pages 120 and 122 of Amendment No. 3.

Unaudited Pro Forma Combined Financial Information

Description of the Transaction, page 146

3.
 We note on page F-56 that
D-Wave Systems, Inc. has nearly 5.5 million unvested options as of March 31, 2022. Please describe how these options are expected to be impacted by this Transaction. To the extent that vesting will
be accelerated and additional stock based compensation expense will be recognized, please revise your pro formas to give effect to the expected charge and provide quantified disclosure in MD&A, if material.

Response: The Company acknowledges the Staff’s comment and confirms that of the approximately 5.5 million unvested D-Wave options outstanding as of March 31, 2022, approximately 1.0 million will vest upon consummation of the Transaction. The Company has revised the Registration Statement in response to the Staff’s
comment. Please see pages 7, 8, 160, 165 and 167 of Amendment No. 3.

 Unaudited Pro Forma Condensed Combined Balance Sheet, page 151

4.
 Please revise to correct the placement of pro forma adjustment (f). It appears this adjustment pertains to
accounts payable, accrued expenses and other current liabilities rather than trade accounts payable.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see page 160 of Amendment No. 3.

 2

 Information about D-Wave, page 181

5.
 We note your response to prior comment 5. We further note the public press release published on July 6,
2021, announcing that Quantum Blockchain Technologies Plc would use D-Wave’s Leap quantum cloud service to develop cryptography algorithms for crypto currency mining. Please advise if this customer
engagement is currently in effect, and, if so, address prior comment 5.

 Response: The Company acknowledges
the Staff’s comment and confirms that D-Wave currently receives no revenue from the use of its solutions for cryptoasset mining or cryptoasset-related activities or applications, and that it is not aware
of any customers or developers using D-Wave’s solutions to engage in cryptoasset mining, developing cryptography algorithms for cryptoasset mining or participating in other cryptoasset-related activities
or applications. Additionally, D-Wave’s Leap terms and conditions specifically prohibit the use of any data mining, robots or similar data gathering or extraction methods in connection with access to D-Wave’s Leap services. D-Wave advises the Staff that its agreement with Quantum Blockchain Technologies Plc, referenced in the Staff’s comment, was terminated on November 25, 2021. In addition,
D-Wave advises the Staff that, although not cryptocurrency mining, as part of an economic research project, the Bank of Canada is using D-Wave’s quantum computing
system to model the adoption of cryptocurrency as a method of payment by non-financial firms.

 D-Wave Management’s Discussion and Analysis of Financial Condition and Results of Operations

 The
Transaction Agreement and PIPE Financing, page 200

6.
 You disclose on page 201 that after consummation of the Transaction and PIPE financing, you expect cash
balances of approximately $128.2 million, assuming the Maximum Redemption Scenario, or $318.3 million, assuming the No Redemption Scenario. These figures do not appear consistent with pro forma cash balances presented on page 151. Please
revise as appropriate to clarify the reason for this apparent discrepancy.

 Response: The Company acknowledges
the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 209 of Amendment No. 3.

Comparison of the Three Months Ended March 31, 2022 and 2021

Revenue, page 204

7.
 We note your response to prior comments 7 and 11. We note that QCaaS revenue comprised 80-81% of total revenues for the quarters ended March 31, 2021 and 2022, 83% of total revenues for the year ended December 31, 2020 and 70% of total revenues for the year ended December 31, 2021. Your
discussion of projections on page 286 indicates that you expect QCaaS revenue to be only 45% of total revenue for 2022. Please tell us and revise your filing to explain the reason for this discrepancy. If you anticipate a significant reduction in
QCaaS revenue as a percentage of total revenue in 2022 as compared to 2021, please revise your MD&A to explain the reasons for this expected change in trends.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 210 and 299 of Amendment No. 3. The Company advises the Staff that D-Wave’s relative mix of QCaaS and professional services revenue is subject to significant fluctuation
from quarter to quarter based on a number of factors, including the specific customer mix during a particular quarter and periods in which a higher proportion of customers elect to forego professional services and begin developing their applications
directly in the cloud-based Leap QCaaS environment. At the time they were prepared, the unaudited prospective financial projections included in the Registration Statement reflected

 3

management’s expectation that the overall trend in D-Wave’s revenue mix would be towards a higher percentage of QCaaS revenue, recognizing that
such percentage is likely to fluctuate from quarter to quarter, and anticipating a lower percentage of QCaaS revenue in 2022 compared to the prior year due to D-Wave’s focus on scaling professional
services to create new customer relationships. However, if a greater percentage of customers than expected elect to develop their own applications and move directly to higher-margin QCaaS services, as has been observed in the quarter ended
March 31, 2022, the Company expects this to have a positive effect on its financial results given the higher gross margins associated with the QCaaS revenue.

Related Party Loans, page 255

8.
 We note your disclosure that the Sponsor of DPCM issued an unsecured promissory note to an affiliate of the
Sponsor for purposes of providing working capital to DPCM. Identify the affiliate of the Sponsor that is the counterparty and file a copy of the promissory note as an exhibit to your registration statement.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 187 and 264 of Amendment No. 3.

 Background of the Transaction, page 277

9.
 We note your response to prior comment 9 and revised disclosure on page 282. Please revise to state when the
projections incorporating such adjustments were subsequently disseminated to the DPCM Board and clarify the date the projections included in your registration statement on page 289 were prepared. If the assumed closing date was considered a
“key assumption” in preparing the financial projections, please include it in your list of assumptions on page 286 or advise.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 294, 297 and 299 of Amendment No. 3.

 Certain Benefits of DPCM’s Directors and Officers and Others in the
Transaction, page 293

10.
 We note your response to prior comment 12 and reissue our comment in part. We further note your revised
disclosure stating that DPCM does not believe its fiduciary duties or contractual obligations or waiver of corporate opportunity materially affected its search for a business combination. Please clearly state whether the “search” for a
business combination includes DPCM’s negotiation and recommendation of the business combination or advise.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment to clarify that DPCM does not believe that the fiduciary duties or contractual obligations of DPCM’s officers or directors or waiver of corporate opportunity materially affected DPCM’s search for a business combination, including
the negotiation or recommendation thereof or the provision of advice in connection therewith. Please see pages 12, 38, 80 and 308 of Amendment No. 3.

 4

 General

11.
 We note your disclosure that UBS Securities LLC, Morgan Stanley & Co. LLC, and Citigroup Global
Markets Inc. (collectively referred to herein as the “Firms”) resigned from their respective roles in connection with the Transaction. Please disclose how you received notice from the Firms, the amount of any fees that have already been
paid to the Firms, and why each waiver was agreed to. Separately state the amount of fees waived by each Firm, not solely in the aggregate.

In addition, with respect to each such resignation:

•

 Please clarify the role that each Firm played in any part of the Transaction (i.e., the identification or
evaluation of business combination targets) as well as the current relationship between the Firms and the merger parties (i.e. whether there are other relationships with any of the Firms after the resignations). Disclose both the extent of the work
already performed and the work agreed to be performed by each Firm prior to its resignation. Revise the background of the Transaction to clearly note when any of the Firms were present in discussions or at board meetings and qualify their presence
by noting they subsequently resigned.

•

 Discuss the potential impact on the Transaction related to the resignation of the Firms, including, but not
limited to, any impact on the PIPE financing. For example, if any of the Firms would have played a role in the closing, please revise to identify the party who will be filling any such role.

•

 Disclose in the forepart of the filing that the Firms claim no remaining role in your business combination
transaction and have affirmatively disclaimed any responsibility for any of the disclosure in this registration statement.

•

 Please disclose whether any of the Firms were involved in the preparation of any disclosure that is included
in the Form S-4 registration statement, including but not limited to any analysis underlying disclosure in the registration statement. If so, clarify the involvement of any such Firm, whether it has retracted
any work product associated with the transaction, and the risk of such withdrawal and reliance on such Firm’s expertise.

•

 Disclose whether any of the Firms provided you with any reasons for its respective resignation or why it was
unable to complete its respective engagement. If there was no dialogue and/or you did not seek out the reasons why such Firm was resigning (and waiving deferred fees, as applicable) or unable to complete its respective engagement, despite already
providing and/or completing their services, please indicate so in your registration statement.

•

 Please advise if you are aware of any disagreements with any of the Firms regarding the scope of their
respective engagement or their ability to complete their respective engagement prior to resigning.

•

 Please advise whether you are aware of any disagreements with any of the Firms regarding the disclosure in
your registration statement.

•

 Revise your risk factor on page 80 to note whether each Firm was to be compensated, in part, for services
already rendered. As applicable, address that the Firms will waive such fees and disclaim responsibility for the Form S-4 registration statement despite already rendering such services. Clarify the unusual
nature of each fee waiver and the impact of it on the evaluation of the Transaction.

 Response: The Company
acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pag

United States securities and exchange commission logo
June 9, 2022
Emil Michael
President
D-Wave Quantum Inc.
3033 Beta Avenue
Burnaby, British Columbia V5G 4M9
Canada
Re:D-Wave Quantum Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed May 27, 2022
File No. 333-263573
Dear Mr. Michael:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 10, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
What interests does the Sponsor and DPCM's officers and directors have in the Transaction?,
page 9
1.We note your response to prior comment 1 and reissue our comment in part.  Please
clearly state whether there are any fees or out-of-pocket expenses due to affiliates of the
Sponsor upon consummation of the Transaction.

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 June 9, 2022 Page 2
 FirstName LastName
Emil Michael
D-Wave Quantum Inc.
June 9, 2022
Page 2
Material U.S. Federal Income Tax Considerations, page 111
2.We note you have filed a short-form tax opinion as Exhibit 8.1 to your registration
statement.  Accordingly, please remove any statement in your disclosure that assumes the
material tax consequences at issue (e.g., "Assuming the DPCM Merger so qualifies. . . a
U.S. holder that exchanges DPCM Class A Shares for D-Wave Quantum Common Shares
in the DPCM Merger should not recognize any gain or loss on such exchange.").  State
clearly that the DPCM Merger will qualify as an exchange governed by Section 351 of the
U.S. Tax Code and whether U.S. holders who exchange DPCM Class A Shares for D-
Wave Quantum Common Shares in the merger will recognize gain or loss on such an
exchange.  For further guidance see Staff Legal Bulletin No. 19 (October 14, 2011) and
Item 601(b)(8) of Regulation S-K.  If there is uncertainty regarding the tax treatment of
the business combination, counsel’s opinion should discuss the degree of uncertainty.
Further, please clearly state in your disclosure that the statements set forth under the
captions “Material U.S. Federal Income Tax Considerations—U.S. Holders—Redemption
of DPCM Class A Shares” and “Material U.S. Federal Income Tax Considerations—U.S.
Holders—The DPCM Merger" constitute the opinion of Greenberg Traurig, P.A.
Unaudited Pro Forma Combined Financial Information
Description of the Transaction, page 146
3.We note on page F-56 that D-Wave Systems, Inc. has nearly 5.5 million unvested options
as of March 31, 2022.  Please describe how these options are expected to be impacted by
this Transaction.  To the extent that vesting will be accelerated and additional stock based
compensation expense will be recognized, please revise your pro formas to give effect to
the expected charge and provide quantified disclosure in MD&A, if material.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 151
4.Please revise to correct the placement of pro forma adjustment (f).  It appears this
adjustment pertains to accounts payable, accrued expenses and other current liabilities
rather than trade accounts payable.
Information about D-Wave, page 181
5.We note your response to prior comment 5.  We further note the public press release
published on July 6, 2021, announcing that Quantum Blockchain Technologies Plc would
use D-Wave's Leap quantum cloud service to develop cryptography algorithms for crypto
currency mining.  Please advise if this customer engagement is currently in effect, and, if
so, address prior comment 5.

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 June 9, 2022 Page 3
 FirstName LastName
Emil Michael
D-Wave Quantum Inc.
June 9, 2022
Page 3
D-Wave Management's Discussion and Analysis of Financial Condition and Results of
Operations
The Transaction Agreement and PIPE Financing, page 200
6.You disclose on page 201 that after consummation of the Transaction and PIPE financing,
you expect cash balances of approximately $128.2 million, assuming the Maximum
Redemption Scenario, or $318.3 million, assuming the No Redemption Scenario.  These
figures do not appear consistent with pro forma cash balances presented on page 151.
Please revise as appropriate to clarify the reason for this apparent discrepancy.
Comparison of the Three Months Ended March 31, 2022 and 2021
Revenue, page 204
7.We note your response to prior comments 7 and 11.  We note that QCaaS revenue
comprised 80-81% of total revenues for the quarters ended March 31, 2021 and 2022,
83% of total revenues for the year ended December 31, 2020 and 70% of total revenues
for the year ended December 31, 2021.  Your discussion of projections on page 286
indicates that you expect QCaaS revenue to be only 45% of total revenue for 2022.  Please
tell us and revise your filing to explain the reason for this discrepancy.  If you anticipate a
significant reduction in QCaaS revenue as a percentage of total revenue in 2022 as
compared to 2021, please revise your MD&A to explain the reasons for this expected
change in trends.
Related Party Loans, page 255
8.We note your disclosure that the Sponsor of DPCM issued an unsecured promissory note
to an affiliate of the Sponsor for purposes of providing working capital to DPCM.
Identify the affiliate of the Sponsor that is the counterparty and file a copy of the
promissory note as an exhibit to your registration statement.
Background of the Transaction, page 277
9.We note your response to prior comment 9 and revised disclosure on page 282.  Please
revise to state when the projections incorporating such adjustments were subsequently
disseminated to the DPCM Board and clarify the date the projections included in your
registration statement on page 289 were prepared.  If the assumed closing date was
considered a "key assumption" in preparing the financial projections, please include it in
your list of assumptions on page 286 or advise.
Certain Benefits of DPCM's Directors and Officers and Others in the Transaction, page 293
10.We note your response to prior comment 12 and reissue our comment in part.  We further
note your revised disclosure stating that DPCM does not believe its fiduciary duties or
contractual obligations or waiver of corporate opportunity materially affected its search
for a business combination.  Please clearly state whether the "search" for a business

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 June 9, 2022 Page 4
 FirstName LastNameEmil Michael
D-Wave Quantum Inc.
June 9, 2022
Page 4
combination includes DPCM's negotiation and recommendation of the business
combination or advise.
General
11.We note your disclosure that UBS Securities LLC, Morgan Stanley & Co. LLC, and
Citigroup Global Markets Inc. (collectively referred to herein as the "Firms") resigned
from their respective roles in connection with the Transaction.  Please disclose how you
received notice from the Firms, the amount of any fees that have already been paid to the
Firms, and why each waiver was agreed to.  Separately state the amount of fees waived by
each Firm, not solely in the aggregate.

In addition, with respect to each such resignation:

•Please clarify the role that each Firm played in any part of the Transaction (i.e., the
identification or evaluation of business combination targets) as well as the current
relationship between the Firms and the merger parties (i.e. whether there are other
relationships with any of the Firms after the resignations).  Disclose both the extent of
the work already performed and the work agreed to be performed by each Firm prior
to its resignation.  Revise the background of the Transaction to clearly note when any
of the Firms were present in discussions or at board meetings and qualify their
presence by noting they subsequently resigned.

•Discuss the potential impact on the Transaction related to the resignation of the
Firms, including, but not limited to, any impact on the PIPE financing.  For example,
if any of the Firms would have played a role in the closing, please revise to identify
the party who will be filling any such role.

•Disclose in the forepart of the filing that the Firms claim no remaining role in
your business combination transaction and have affirmatively disclaimed any
responsibility for any of the disclosure in this registration statement.

•Please disclose whether any of the Firms were involved in the preparation of any
disclosure that is included in the Form S-4 registration statement, including but not
limited to any analysis underlying disclosure in the registration statement.  If so,
clarify the involvement of any such Firm, whether it has retracted any work product
associated with the transaction, and the risk of such withdrawal and reliance on such
Firm's expertise.

•Disclose whether any of the Firms provided you with any reasons for its respective
resignation or why it was unable to complete its respective engagement.  If there was
no dialogue and/or you did not seek out the reasons why such Firm was resigning
(and waiving deferred fees, as applicable) or unable to complete its respective
engagement, despite already providing and/or completing their services, please
indicate so in your registration statement.

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 June 9, 2022 Page 5
 FirstName LastNameEmil Michael
D-Wave Quantum Inc.
June 9, 2022
Page 5

•Please advise if you are aware of any disagreements with any of the Firms regarding
the scope of their respective engagement or their ability to complete their respective
engagement prior to resigning.

•Please advise whether you are aware of any disagreements with any of the Firms
regarding the disclosure in your registration statement.

•Revise your risk factor on page 80 to note whether each Firm was to be compensated,
in part, for services already rendered.  As applicable, address that the Firms will
waive such fees and disclaim responsibility for the Form S-4 registration statement
despite already rendering such services.  Clarify the unusual nature of each fee
waiver and the impact of it on the evaluation of the Transaction.
12.Please disclose what consideration the DPCM Board has given to reconsidering its
assessment of the Transaction given the subsequent resignation of the Firms.  Expand
your disclosure to address the DPCM Board's consideration of the Transaction without the
advice of the Firms and disclose the impact this will have on investors.
13.We note your risk factor on page 80 addressing the resignation of Morgan Stanley, Citi
and UBS in their advisory roles in connection with the Transaction.  Please disclose
whether UBS advised it has resigned in every capacity in which they were described in the
registration statement.  If so, please expand your disclosure to address this fact.  In that
regard, we note your disclosure on page 110 that UBS "has an interest in DPCM
completing a business combination that will result in the payment of the deferred
underwriting commission."  Explain how UBS is ceasing to act in every capacity or
relationship with respect to the Transaction, yet will maintain an interest in the
Transaction and receive its deferred underwriting commissions upon consummation of the
Transaction.  Further, please clarify the relationship between UBS and DPCM after the
IPO.  Describe any role UBS had in the Transaction, including, but not limited to, any
involvement UBS had in identifying potential business combination targets.
14.Please supplementally provide us with the engagement letter with each Firm and other
agreements, if any, entered into by DPCM or D-Wave with the Firms or any of their
affiliates.  Please disclose any ongoing obligations of the parties pursuant to the
engagement letter that will survive termination of the engagement, such as
indemnification provisions, rights of first refusal, and lockups, and discuss the impacts of
those obligations on the company in the registration statement. Please also provide us with
any correspondence between each Firm and DPCM and/or D-Wave relating to such Firm's
resignation.
15.Please provide us with a letter from each Firm stating whether it agrees with the
statements made in your proxy statement/prospectus related to their resignation and, if
not, stating the respects in which they do not agree. Please revise your disclosure
accordingly to reflect that you have discussed the disclosure with such Firm and it either

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 June 9, 2022 Page 6
 FirstName LastName
Emil Michael
D-Wave Quantum Inc.
June 9, 2022
Page 6
agrees or does not agree with the conclusions and the risks associated with such outcome.
If any such Firm does not respond, please revise your disclosure to indicate you have
asked and not received a response and disclose the risks to investors.  Additionally, please
indicate that such Firm withdrew from its respective role(s) in your transaction and
forfeited its fees, if applicable, and that such Firm refused to discuss the reasons for its
resignation and forfeiture of fees, if applicable, with management.  The disclosure should
clarify whether each Firm performed substantially all the work to earn its fees.
16.Please revise your disclosure to highlight for investors that each Firm’s withdrawal
indicates that it does not want to be associated with the disclosure or underlying business
analysis related to the transaction.  In addition, your disclosure should caution investors
that they should not place any reliance on the fact that the Firms have been previously
involved with the transaction.
            You may contact Lisa Etheredge, Senior Staff Accountant, at (202) 551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Adam M. Givertz

CORRESP
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CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

May 27, 2022

 VIA EDGAR

Division of Corporation Finance

 Office of Manufacturing

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 D-Wave Quantum Inc.

Amendment No. 1 to Registration Statement on Form S-4

Filed April 26, 2022

File No. 333-263573

Ladies and Gentlemen:

 On behalf of D-Wave Quantum Inc. (the “Company” or “D-Wave Quantum”), we acknowledge receipt of the comment letter, dated May 10, 2022 (the
“Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above captioned Amendment No. 1 to the Registration Statement on Form
S-4 (as amended, the “Registration Statement”). We hereby submit in electronic form the accompanying Amendment No. 2 (“Amendment No. 2”) to the
Registration Statement, together with exhibits, marked to indicate changes from Amendment No. 1 to the Registration Statement as initially filed with the Commission on April 26, 2022.

Amendment No. 2 reflects changes made in response to the Comment Letter, and certain other updates. For ease of reference, we have
reproduced the Staff’s comments from the Comment Letter in bold type below, followed by the Company’s responses. Capitalized terms used but not defined herein have the meaning given to such terms in the Registration
Statement.

 Amendment No. 1 to Registration Statement on Form S-4

Q: What interests does the Sponsor and DPCM’s officers and directors have in the Transaction?, page 9

1.
 We note your response to prior comment 3 and your tabular presentation on page 10. However, the revised
disclosure does not appear to present the dollar amount in the post-merger company that the sponsor and affiliates of the sponsor have at risk that depends on completion of a business combination as one amount in the aggregate. The aggregate
calculation should include the current value of securities held, any loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are
awaiting reimbursement. Please revise or advise.

 Response: The Company acknowledges the Staff’s comment and has revised the
Registration Statement in response to the Staff’s comment. Please see pages 10, 11, 34, 35, 74 and 294 of Amendment No. 2.

 PIPE
Subscription Agreements, page 25

2.
 We note your response to prior comment 4. Please disclose the price per share that the PIPE investors will
pay for their shares depending on your No Redemption Scenario and Maximum Redemption Scenario according to the respective Exchange Ratio.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see page 25 of Amendment No. 2.

 Our Business Model, page 185

3.
 We note your response to prior comment 8. You include a chart on page 185 that appears to list four phases,
Discovery, PoC, Pilot, and In-Prod. We note on page 51 you refer to these phases as initial engagement, proof of concept, pilot deployment and full production. On page 187 you refer to “Phase 1” and
“Phase 2,” but these terms are not defined. Given that a substantial majority of D-Wave’s revenue is generated through D-Wave Launch, please consistently
identify and describe these stages so that an investor can understand your chart and four-phase engagement model. Clearly describe why phases one through three are described as “one-time” and phase
four is described as “recurring.” Further, please clarify whether the “free, unlimited access” to D-Wave’s Leap quantum cloud service platform includes access to only certain free
resources, but not “unlimited” time to use the QPU as your subsequent disclosures suggest. Disclose how many of the 25,000 users that have signed up for your Leap quantum cloud service are paid subscribers.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 189 and 191 of Amendment No. 2.

 Competition, page 193

4.
 We note your response to prior comment 20 and reissue our comment in part. We note your disclosure on page
47 that D-Wave’s growth is dependent on scaling up manufacturing of its products and constructing quantum computing technology. Disclose material details about how you are going to expand your
manufacturing capacity or advise.

 Response: The Company acknowledges the Staff’s comment and has revised
the Registration Statement in response to the Staff’s comment. Please see pages 48, 50 and 193 of Amendment No. 2.

 D-Wave Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 196

5.
 To the extent material, please disclose the nature of your customer base. For example, we note that the
company noted publicly in a separate filing that Quantum Computing as a Service (QCaaS) from commercial customers generated about two-thirds of D-Wave’s revenue in
2021. As a separate example, we also note news articles that indicate that D-Wave customers or developers use its solutions to engage in crypto-asset mining, develop cryptography algorithms for crypto asset
mining or participate in other crypto asset-related activities or applications. Discuss, if material, any risks and/or uncertainties related to the use of the solutions for crypto-asset mining.

 2

 Response: The Company acknowledges the Staff’s comment and has revised the
Registration Statement in response to the Staff’s comment. Please see page 181 of Amendment No. 2. In addition, the Company confirms that D-Wave receives no revenue from the use of its solutions for
crypto-asset mining or crypto asset-related activities or applications, and that it is not aware of any customers or developers using D-Wave’s solutions to engage in crypto-asset mining, developing
cryptography algorithms for crypto asset mining or participating in other crypto asset-related activities or applications.

 The Transaction
Agreement and PIPE Financing, page 196

6.
 We note your response to prior comment 8. On page 152, you disclose that “[c]osts directly attributable
to the Transaction (excluding DPCM underwriter’s fees and PIPE fees described in (b) and (c), respectively) amount to $34.0 million.” You further disclose the deferred underwriting fee as $10.5 million and certain PIPE
financing fees of $100,000. Accordingly, as these amounts equal about $44.6 million, please advise what costs are estimated to be “incremental” and in what amount. Further, please clarify on page 197 whether the transaction costs
described in this section will be recorded as a reduction to additional paid-in capital.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see page 201 of Amendment No. 2.

 Results of Operations

Revenue, page 200

7.
 We note that the increase in the growth of your professional services revenue was substantially larger than
the growth in your QCaaS revenue over the same period. Please revise your MD&A to separately discuss the reasons for these changes. Please also revise your MD&A to address any future trends that are expected to affect your results from
operations, including any trends related to developments in the crypto asset industry. For example, based upon your projections on page 278, it appears that you anticipate substantial growth in lower margin professional services revenue offset by a
substantial decline in higher margin QCaaS revenue during 2022 as compared to 2021.

 Response: The Company
acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 202 and 206 of Amendment No. 2. As noted above, D-Wave receives
no revenue from the use of its solutions for crypto-asset mining or crypto asset-related activities or applications, and there are therefore no applicable trends related to developments in the crypto asset industry that are material to the Company.

 3

 Critical Accounting Policies and Significant Management Estimates

Revenue recognition, page 207

8.
 We note your response to prior comment 33. It appears you have fully constrained your variable consideration
for all periods presented. If true, please revise to more fully explain how variable consideration arises in your contracts with customers, what aspects of these arrangements cause the risk of a significant reversal of revenue, and how you determine
when uncertainties associated with the variable consideration are resolved. Refer to Item 303(b)(3) of Regulation S-K.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 215 and F-17 of Amendment No. 2.

 Background of the Transaction, page 267

9.
 We note your response to prior comment 25 indicating that after the financial projections of D-Wave were presented to the DPCM board on July 20, 2021, the assumptions underlying the financial projections were discussed on July 21, 2021, and certain conservative adjustments were made. Please
identify the conservative adjustments in your disclosure. Further, please confirm that the financial projections included in your registration statement are materially the same as the initial projections presented to the DPCM board. If the financial
projections in your disclosure are materially different, please explain these differences (e.g., different assumptions), and what changes were made and why.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see page 282 of Amendment No. 2. The Company confirms that the financial projections included in the Registration Statement are materially consistent with the initial projections presented to the DPCM board of directors.

Financial Projections, page 278

10.
 We note your response to prior comment 27. Please revise your table on page 278 to disclose total operating
expenses for each period presented.

 Response: The Company acknowledges the Staff’s comment and has
revised the Registration Statement in response to the Staff’s comment. Please see page 289 of Amendment No. 2.

11.
 We note your response to prior comment 28. We note that QCaaS revenue represents 83% of 2020 total revenues
and 70% of 2021 total revenues while Adjusted EBITDA is negative for both periods. Please revise to explain in greater detail how the shift to QCaaS revenue is expected to result in higher gross profit. As a related matter, please also revise to
more fully describe the specific assumptions that you made in projecting a significant increase in Adjusted EBITDA margin from 7% in 2025 to 41% in 2026.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 286, 287 and 289 of Amendment No. 2.

 4

 The DPCM Board’s Reasons for the Approval of the Transaction, page 279

12.
 We note your response to prior comment 30. Please address how the DPCM board, in the course of its
deliberations to negotiate and recommend the business combination, considered the conflicts you disclose and the fact that DPCM’s management has preexisting fiduciary duties and other contractual obligations.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 12, 35, 75 and 295 of Amendment No. 2.

 D-Wave Systems, Inc. Consolidated
Financial Statements

 2. Basis of presentation and summary of significant accounting policies

Revenue recognition, page F-16

13.
 We note your response to prior comment 32. Please revise to disclose the types of products or services that
you do not sell separately and therefore, do not have directly observable SSP.

 Response: The Company
acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 215 and F-17 of Amendment No. 2.

We appreciate the Staff’s assistance in reviewing this response letter and the Registration Statement. Should you have any questions or
comments regarding this letter, please do not hesitate to contact the undersigned at (212) 373-3224.

Very truly yours,

/s/ Adam M. Givertz

Adam M. Givertz

cc:
 Jan Woo

Patrick Faller

 Robert Littlepage

 Lisa Etheredge

Securities and Exchange Commission

John M. Markovich

 Tanya J.
Rothe

 D-Wave Systems Inc.

Emil Michael

 D-Wave Quantum Inc.

 Kate Furber

Michael Saevitzon

PricewaterhouseCoopers LLP

Thomas R. Martin

 Greenberg
Traurig, P.A.

 Ian M. Hazlett

Christian G. Kurtz

 Paul,
Weiss, Rifkind, Wharton & Garrison LLP

 5

1285 Avenue of the Americas
New York, NY 10019
www.ubs.com
May 20, 2022
Securities and Exchange Commission
100 F Street, N.E. Washington, D.C. 20549
Re:  Registration Statement on Fo rm S-4 (Registration No. 333-263573)
To whom it may concern:
Reference is made to the above-referenced registration statement (the “Registration
Statement”) of D-Wave Quantum Inc. (the “Issuer”) under the Securities Act of 1933, as
amended (the “Securities Act”) with respect to a proposed business combination involving a
merger, consolidation, exchange of securities, acquisition of a ssets, or similar transaction
involving a special purpose acquisition company and one or more target companies (the
“Transaction”). The Registration St atement has not yet been declared effective as of the date of
this letter.
This letter is to advise you that, effective as of  the date of this lette r, our firm has resigned
from, or ceased or refused to act in, every capac ity and relationship in wh ich we were described
in the Registration Statement as acting or ag reeing to act (including, without limitation, any
capacity or relationship (i) required to be desc ribed under Paragraph (5) of Schedule A of the
Securities Act or (ii) for which consent is required under Section 7 of the Securities Act) with
respect to the Transaction.
Therefore, we hereby advise you and the Issu er, pursuant to Section 11(b)(1) of the
Securities Act, that none of our firm, any person who controls it (within the meaning of either
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended) or any of its affilia tes (within the meaning of Rule  405 under the Securities Act) will
be responsible for any part of th e Registration Statement. This no tice is not intended to constitute
an acknowledgment or admission that we have been  or are an underwriter (within the meaning of
Section 2(a)(11) of the Securities Act or the ru les and regulations prom ulgated thereunder) with
respect to the Transaction.
Sincerely,UBS SECURITIES LLC
Name: Frank Windels
Title:   Managing Director
Enclosures
cc: Jan Woo

Patrick Faller
Robert Littlepage
Lisa Etheredge
 Securities and Exchange Commission

John M. Markovich Tanya J. Rothe  D-Wave Systems Inc.

 Emil Michael
D-Wave Quantum Inc.

UBS Investment Bank is a business division  of UBS AG.
UBS Securities LLC is a subsidiary of UBS AG.

Exhibit 20.1
 May 13, 2022 Securities and Exchange Commission
100 F Street, N.E. Washington, D.C. 20549
Re:  Registration Statement on F orm S-4 (Registration No. 333-263573)

To whom it may concern:
Reference is made to the above-referenced registration statement (the “Registration
Statement”)  of D-Wave Quantum Inc. (the “Issuer”)  under the Securities Act of 1933, as
amended (the “Securities Act”)  with respect to a proposed business combination involving a
merger, consolidation, exchange of securities, acqu isition of assets, or similar transaction
involving a special purpose acquisition compa ny and one or more target companies (the
“Transaction”) . The Registration Statement has not yet been  declared effective as of the date of
this letter.
This letter is to advise you that, effective as of the date of this letter, our firm has resigned
from, or ceased or refused to act in, every capacity and relationship in which we were described
in the Registration Statement as acting or agr eeing to act (including, without limitation, any
capacity or relationship (i) required to be described under Paragraph (5) of Schedule A of the Securities Act or (ii) for which consent is requi red under Section 7 of the Securities Act) with
respect to the Transaction.
Therefore, we hereby advise you and the Issuer, pursuant to Section 11(b)(1) of the
Securities Act, that none of our firm, any person who controls it (within the meaning of either
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended) or any of its affiliates (within the m eaning of Rule 405 under the Securities Act) will
be responsible for any part of the Registration State ment. This notice is not intended to constitute
an acknowledgment or admission that we have been or are an underwriter (within the meaning of Section 2(a)(11) of the Securities Act or the rules and regulations promulgated thereunder) with
respect to the Transaction.
Sincerely, CITIGROUP GLOBAL MARKETS INC. By:  _____________________
Name: Dan Mallegni
Title: Managing Director

 Enclosures
cc:  Jan Woo
Patrick Faller Robert Littlepage Lisa Etheredge  Securities and Exchange Commission

John M. Markovich Tanya J. Rothe  D-Wave Systems Inc.

 Emil Michael
D-Wave Quantum Inc.

United States securities and exchange commission logo
May 10, 2022
Emil Michael
President
D-Wave Quantum Inc.
3033 Beta Avenue
Burnaby, British Columbia V5G 4M9
Canada
Re:D-Wave Quantum Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 26, 2022
File No. 333-263573
Dear Mr. Michael:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 15, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Q: What interests does the Sponsor and DPCM's officers and directors have in the Transaction?,
page 9
1.We note your response to prior comment 3 and your tabular presentation on page 10.
However, the revised disclosure does not appear to present the dollar amount in the post-
merger company that the sponsor and affiliates of the sponsor have at risk that depends on
completion of a business combination as one amount in the aggregate.  The aggregate
calculation should include the current value of securities held, any loans extended, fees
due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting
reimbursement.  Please revise or advise.

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 May 10, 2022 Page 2
 FirstName LastNameEmil Michael
D-Wave Quantum Inc.
May 10, 2022
Page 2
PIPE Subscription Agreements, page 25
2.We note your response to prior comment 4.  Please disclose the price per share that the
PIPE investors will pay for their shares depending on your No Redemption Scenario and
Maximum Redemption Scenario according to the respective Exchange Ratio.
Our Business Model, page 185
3.We note your response to prior comment 8.  You include a chart on page 185 that appears
to list four phases, Discovery, PoC, Pilot, and In-Prod.  We note on page 51 you refer to
these phases as initial engagement, proof of concept, pilot deployment and full
production.  On page 187 you refer to "Phase 1" and "Phase 2," but these terms are not
defined.  Given that a substantial majority of D-Wave's revenue is generated through D-
Wave Launch, please consistently identify and describe these stages so that an investor
can understand your chart and four-phase engagement model.  Clearly describe why
phases one through three are described as "one-time" and phase four is described as
"recurring."  Further, please clarify whether the "free, unlimited access" to D-Wave's Leap
quantum cloud service platform includes access to only certain free resources, but not
"unlimited" time to use the QPU as your subsequent disclosures suggest.  Disclose how
many of the 25,000 users that have signed up for your Leap quantum cloud service are
paid subscribers.
Competition, page 193
4.We note your response to prior comment 20 and reissue our comment in part.  We note
your disclosure on page 47 that D-Wave’s growth is dependent on scaling up
manufacturing of its products and constructing quantum computing technology.  Disclose
material details about how you are going to expand your manufacturing capacity or
advise.
D-Wave Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 196
5.To the extent material, please disclose the nature of your customer base.  For example, we
note that the company noted publicly in a separate filing that Quantum Computing as a
Service (QCaaS) from commercial customers generated about two-thirds of D-Wave's
revenue in 2021.  As a separate example, we also note news articles that indicate that D-
Wave customers or developers use its solutions to engage in crypto-asset mining, develop
cryptography algorithms for crypto asset mining or participate in other crypto asset-related
activities or applications.  Discuss, if material, any risks and/or uncertainties related to the
use of the solutions for crypto-asset mining.
The Transaction Agreement and PIPE Financing, page 196
6.We note your response to prior comment 8.  On page 152, you disclose that "[c]osts
directly attributable to the Transaction (excluding DPCM underwriter’s fees and PIPE fees

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 May 10, 2022 Page 3
 FirstName LastNameEmil Michael
D-Wave Quantum Inc.
May 10, 2022
Page 3
described in (b) and (c), respectively) amount to $34.0 million."  You further disclose the
deferred underwriting fee as $10.5 million and certain PIPE financing fees of $100,000.
Accordingly, as these amounts equal about $44.6 million, please advise what costs are
estimated to be "incremental" and in what amount.  Further, please clarify on page
197 whether the transaction costs described in this section will be recorded as a reduction
to additional paid-in capital.
Results of Operations
Revenue, page 200
7.We note that the increase in the growth of your professional services revenue was
substantially larger than the growth in your QCaaS revenue over the same period.  Please
revise your MD&A to separately discuss the reasons for these changes.  Please also revise
your MD&A to address any future trends that are expected to affect your results from
operations, including any trends related to developments in the crypto asset industry.  For
example, based upon your projections on page 278, it appears that you anticipate
substantial growth in lower margin professional services revenue offset by a substantial
decline in higher margin QCaaS revenue during 2022 as compared to 2021.
Critical Accounting Policies and Significant Management Estimates
Revenue recognition, page 207
8.We note your response to prior comment 33.  It appears you have fully constrained your
variable consideration for all periods presented.  If true, please revise to more fully
explain how variable consideration arises in your contracts with customers, what aspects
of these arrangements cause the risk of a significant reversal of revenue, and how you
determine when uncertainties associated with the variable consideration are resolved.
Refer to Item 303(b)(3) of Regulation S-K.
Background of the Transaction, page 267
9.We note your response to prior comment 25 indicating that after the financial projections
of D-Wave were presented to the DPCM board on July 20, 2021, the assumptions
underlying the financial projections were discussed on July 21, 2021, and certain
conservative adjustments were made.  Please identify the conservative adjustments in your
disclosure.  Further, please confirm that the financial projections included in your
registration statement are materially the same as the initial projections presented to the
DPCM board.  If the financial projections in your disclosure are materially different,
please explain these differences (e.g., different assumptions), and what changes were
made and why.
Financial Projections, page 278
10.We note your response to prior comment 27.  Please revise your table on page 278 to
disclose total operating expenses for each period presented.

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 May 10, 2022 Page 4
 FirstName LastName
Emil Michael
D-Wave Quantum Inc.
May 10, 2022
Page 4
11.We note your response to prior comment 28.  We note that QCaaS revenue represents
83% of 2020 total revenues and 70% of 2021 total revenues while Adjusted EBITDA is
negative for both periods.  Please revise to explain in greater detail how the shift to QCaaS
revenue is expected to result in higher gross profit.  As a related matter, please also revise
to more fully describe the specific assumptions that you made in projecting a significant
increase in Adjusted EBITDA margin from 7% in 2025 to 41% in 2026.
The DPCM Board's Reasons for the Approval of the Transaction, page 279
12.We note your response to prior comment 30.  Please address how the DPCM board, in the
course of its deliberations to negotiate and recommend the business combination,
considered the conflicts you disclose and the fact that DPCM's management has pre-
existing fiduciary duties and other contractual obligations.
D-Wave Systems, Inc. Consolidated Financial Statements
2. Basis of presentation and summary of significant accounting policies
Revenue recognition, page F-16
13.We note your response to prior comment 32.  Please revise to disclose the types of
products or services that you do not sell separately and therefore, do not have directly
observable SSP.
            You may contact Lisa Etheredge, Senior Staff Accountant, at (202) 551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Adam M. Givertz

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

April 26, 2022

 VIA EDGAR

Division of Corporation Finance

 Office of Manufacturing

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 D-Wave Quantum Inc.

Registration Statement on Form S-4

Filed March 15, 2022

File No. 333-263573

Ladies and Gentlemen:

 On behalf of D-Wave Quantum Inc. (the “Company” or “D-Wave Quantum”), we acknowledge receipt of the comment letter, dated April 15, 2022 (the
“Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above captioned Registration Statement on Form S-4 (as amended, the “Registration Statement”). We hereby submit in electronic form the accompanying Amendment No. 1 (“Amendment No. 1”) to the Registration
Statement, together with exhibits, marked to indicate changes from the Registration Statement as initially filed with the Commission on March 15, 2022.

Amendment No. 1 reflects changes made in response to the Comment Letter, and certain other updates. For ease of reference, we have
reproduced the Staff’s comments from the Comment Letter in bold type below, followed by the Company’s responses. Capitalized terms used but not defined herein have the meaning given to such terms in the Registration
Statement.

 Registration Statement on Form S-4

Q: What will happen in the Transaction?, page 3

1.
 Advise if the number of shares being converted and exchanged as a product of the Exchange Ratio will be
rounded to the nearest whole number of shares.

 Response: The Company acknowledges the Staff’s comment
and has revised the Registration Statement to disclose that the shares being converted and exchanged as a product of the Exchange Ratio will be rounded down to the nearest whole number of shares. Please see pages 3, 5 and 120 of Amendment
No. 1.

 Q: What equity stake will the current equityholders of DPCM and
D-Wave hold in D-Wave Quantum..., page 6

2.
 We note your presentation of the sponsor’s ownership interest does not include the Earnout shares.
Please revise here or separately disclose the sponsor and its affiliates’ total potential ownership interest in the combined company, assuming exercise and conversion of all securities, including the
Earn-out shares.

 Response: The Company acknowledges the Staff’s
comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 7 of Amendment No. 1.

 Q:
What interests does the Sponsor and DPCM’s officers and directors have in the Transaction?, page 9

3.
 Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for
which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 10, 11, 34, 35, 73-75, 283 and 284 of Amendment No. 1.

 Q: PIPE Subscription Agreements, page 24

4.
 Please highlight any material differences in the terms and price of securities issued at the time of the IPO
as compared to private placements contemplated at the time of the business combination. We note your disclosure that DPCM’s CEO has entered into a PIPE Subscription Agreement. Disclose if any other of DPCM’s sponsors, directors, officers
or their affiliates intend to participate in a private placement at Closing.

 Response: The Company
acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 9, 73, 248, 267 and 282 of Amendment No. 1.

Transaction Support Agreement, page 25

5.
 We note that DPCM and D-Wave entered into a Transaction Support
Agreement whereby D-Wave shareholders agreed to support and vote in favor of the Transaction. Advise whether the Transaction Support Agreement involves only executive officers, directors, affiliates, founders
and their family members, and holders of 5% or more of the voting equity securities of D-Wave and that the persons signing the agreements collectively own less than 100% of the voting equity of D-Wave. Refer to Securities Act Sections Compliance and Disclosure Interpretation 239.13 for further guidance.

Response: The Company acknowledges the Staff’s comment, as well as the Staff’s guidance set forth in Compliance and Disclosure
Interpretation 239.13. The Company confirms that the parties to the Transaction Support Agreement collectively own less than 100% of the voting equity of D-Wave. The Company advises the Staff that the
Transaction Support Agreement involves, among other parties, certain holders of voting equity securities of D-Wave that hold less than 5% of the voting equity securities of
D-Wave. However, the D-Wave Quantum Common Shares and/or Exchangeable Shares to be issued in the Transaction to each Supporting
D-Wave Shareholder party to the Transaction Support Agreement will be issued pursuant to a court-approved plan of arrangement in reliance on Section 3(a)(10) of the Securities Act, which provides an
exemption for offers and sales of securities in specified exchange transactions. The offer and sale of such securities are not being registered under the Registration Statement.

 2

 Industry and Market Data, page 42

6.
 You state that the accuracy and completeness of information included in your disclosure from certain third
party publications “is not guaranteed.” As this statement may imply an inappropriate disclaimer of responsibility with respect to the third party information, please either delete this statement or specifically state that you are liable
for such information.

 Response: The Company acknowledges the Staff’s comment and has revised the
Registration Statement in response to the Staff’s comment. Please see page 44 of Amendment No. 1.

 Risk Factors

Our business and growth are dependent on the success of our strategic relationships with third parties, page 48

7.
 We note your disclosure that D-Wave’s business is dependent on
certain third-party suppliers and that you have attached certain pilot line and semiconductor line operation agreements to your registration statement. Please disclose the key terms of these agreements in your registration statement and file any
other agreements upon which D-Wave’s business is substantially dependent. Refer to Item 601(10)(ii)(B) of Regulation S-K.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 192 and 193 of Amendment No. 1. The Company hereby confirms that there are no other agreements on which D-Wave’s business is substantially dependent that would be required
to be filed as exhibits to the Registration Statement.

 Our business model includes a relatively new four-phase engagement model..., page 50

8.
 We note your disclosure on page 50 about your new four-phase engagement business model. Please advise how
this relates to D-Wave’s three-pronged go-to-market model and disclose relevant details about its four-phase engagement
model. You state that if your technology does not drive continued progression of customers through the four phases, then the result could have a material adverse effect on your business, financial condition or results of operations.

 Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in
response to the Staff’s comment. Please see page 186 of Amendment No. 1. D-Wave’s three-pronged go-to-market model
consists of its partner-led strategy, direct sales strategy and direct to developer strategy. The four-phase engagement business model, D-Wave Launch, applies to the
direct sales strategy, which generates a substantial majority of D-Wave’s revenue.

 3

 Unfavorable conditions in our industry or the global economy, including uncertain geopolitical
conditions..., page 60

9.
 Disclose the risk of potential cyberattacks by state actors as a result of Russia’s invasion of the
Ukraine and whether you have taken actions to mitigate such potential cyberattacks.

 Response: The Company
acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 57 of Amendment No. 1.

We have identified a material weakness in our internal control over financial reporting. If we fail to remedy this weakness..., page 69

10.
 We note that you have identified a material weakness in your internal control over financial reporting and
have implemented remedial measures. Please disclose how long you estimate it will take to complete your remediation plans and any associated material costs that you have incurred or expect to incur.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see page 70 of Amendment No. 1.

 Risks Related to DPCM, D-Wave Quantum and the
Transaction, page 71

11.
 Please highlight the risk that the sponsor will benefit from the completion of a business combination and
may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 81 and 82 of Amendment No. 1.

 Each of DPCM and D-Wave have incurred and will
incur substantial costs in connection with the Transaction and related transactions..., page 80

12.
 Provide an estimate of the aggregate transaction expenses that DPCM and
D-Wave expect to incur in connection with the Transaction.

 Response:
The Company acknowledges the Staff’s comment and confirms that the aggregate transaction expenses that DPCM and D-Wave expect to incur in connection with the Transaction are estimated to be approximately
$44.6 million. Please refer to page 197 of Amendment No. 1.

 D-Wave Quantum may redeem your
unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you..., page 89

13.
 Clarify whether recent common stock trading prices exceed the threshold that would allow the company to
redeem public warrants. Clearly explain the steps, if any, the company will take to notify all shareholders, including beneficial owners, regarding when the warrants become eligible for redemption.

Response: The Company acknowledges the Staff’s comment and confirms that recent DPCM Class A Common Stock trading prices do
not exceed the threshold that would allow the Company to redeem Public Warrants. In the period from March 11, 2022 to April 22, 2022, the most recent 30-day period, the closing price per share of
DPCM Class A Common Stock did not exceed $10.00. The circumstances in which the Company may redeem the Public Warrants are described on pages 230 through 232 of Amendment No. 1. If and when the Public Warrants become available for
redemption and the Company elects to redeem the Public Warrants, the Company will provide 30 days’ prior written notice of redemption to each warrant holder. The Company has also revised the Registration Statement in response to the
Staff’s comment. Please see page 231 of Amendment No. 1.

 4

 Potential Purchases of Public Shares and/or Warrants, page 105

14.
 We note your disclosure that you may grant put options or other agreements to protect investors or holders
against potential loss in the value of their shares. Revise your risk factors to discuss the risks that these agreements may pose to other holders if you are required to buy back the shares of your common stock or provide other downside protection.
For example, discuss how such forced purchases would impact the cash you have available for other purposes and the execution of your business strategy. Please clarify whether you intend to circulate a new or amended proxy statement/prospectus if
such agreements are entered into prior to the Special Meeting in addition to the Current Report on Form 8-K your disclosure indicates you would file. Further, advise if you anticipate entering into such
transactions after the Special Meeting and before Closing of the Transaction and, if so, your view on why this information would not need to be shared with DPCM’s public stockholders prior to their vote on the Transaction.

 Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in
response to the Staff’s comment. Please see pages 107, 159 and 286 of Amendment No. 1.

 Unaudited Pro Forma Combined Balance Sheet,
page 147

15.
 Please include a subtotal column to reflect D-Wave on a pro forma
basis to give effect to the Material Event, before giving effect to the merger with DPCM Capital, Inc.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see pages 150 and 151 of Amendment No. 1.

 Information about D-Wave, page 175

16.
 To the extent material, provide a breakdown of the revenue D-Wave
generates from each of its product types or services, including from QCaaS and professional services. Balance this presentation with disclosure of its net losses for the periods presented in the financial statements.

Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s
comment. Please see page 181 of Amendment No. 1.

 Our Quantum Computers, Developer Tools and Quantum Hybrid Solvers Delivered via QCaaS, page
177

17.
 We note your disclosure here that you are planning to provide a multilayer fabrication stack to deliver
gate-based quantum computing. To help investors understand your product plans, clarify your use of the term multilayer fabrication stack. Additionally, disclose how you intend to deliver this product, whether as physical hardware to customers or if
the gate-based quantum computing will be provided through your cloud service or other means.

 Response: The
Company acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see page 181 of Amendment No. 1.

 5

 Customers and Applications, page 178

18.
 We note your disclosure that D-Wave had three significant customers
in 2021. Please disclose the materials terms of your agreements with these customers, including but not limited to, the term and termination provisions of the agreement and the identity of the customers.

Response: The Company acknowledges the Staff’s comment and respectfully advises that, while the customers referenced in the
Staff’s comment each represented more than 10% of D-Wave’s revenue in 2021 and 2020, D-Wave does not expect any such customers to represent more than 10% of
its revenue in 2022 or thereafter. D-Wave’s business is not substantially dependent on any one of these customers, and D-Wave confirms that the terms of its
agreements with such customers are generally consistent with those of its other Leap quantum cloud service customers. As a result, the Company respectfully submits that the identity of such customers and a discussion of the terms of such agreements
would not be material to an investor’s understanding of the Company’s business or results of operations.

 Our Business Model, page 182

19.
 Please revise to more fully explain your free trial service for Leap, including restrictions and time frames
associated with the free trial. Please also provide investors with metrics, where possible, to give more context about the scope of your direct sales, partner and developer strategies. For

United States securities and exchange commission logo
April 15, 2022
Emil Michael
President
D-Wave Quantum Inc.
3033 Beta Avenue
Burnaby, British Columbia V5G 4M9
Canada
Re:D-Wave Quantum Inc.
Registration Statement on Form S-4
Filed March 15, 2022
File No. 333-263573
Dear Mr. Michael:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Q: What will happen in the Transaction?, page 3
1.Advise if the number of shares being converted and exchanged as a product of the
Exchange Ratio will be rounded to the nearest whole number of shares.
Q: What equity stake will the current equityholders of DPCM and D-Wave hold in D-Wave
Quantum..., page 6
2.We note your presentation of the sponsor's ownership interest does not include the Earn-
out shares.  Please revise here or separately disclose the sponsor and its affiliates’ total
potential ownership interest in the combined company, assuming exercise and conversion
of all securities, including the Earn-out shares.

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 April 15, 2022 Page 2
 FirstName LastNameEmil Michael
D-Wave Quantum Inc.
April 15, 2022
Page 2

Q: What interests does the Sponsor and DPCM's officers and directors have in the Transaction?,
page 9
3.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement.  Provide
similar disclosure for the company’s officers and directors, if material.
PIPE Subscription Agreements, page 24
4.Please highlight any material differences in the terms and price of securities issued at the
time of the IPO as compared to private placements contemplated at the time of the
business combination.  We note your disclosure that DPCM's CEO has entered into a
PIPE Subscription Agreement.  Disclose if any other of DPCM's sponsors, directors,
officers or their affiliates intend to participate in a private placement at Closing.
Transaction Support Agreement, page 25
5.We note that DPCM and D-Wave entered into a Transaction Support Agreement whereby
D-Wave shareholders agreed to support and vote in favor of the Transaction.  Advise
whether the Transaction Support Agreement involves only executive officers, directors,
affiliates, founders and their family members, and holders of 5% or more of the
voting equity securities of D-Wave and that the persons signing the agreements
collectively own less than 100% of the voting equity of D-Wave.  Refer to Securities Act
Sections Compliance and Disclosure Interpretation 239.13 for further guidance.
Industry and Market Data, page 42
6.You state that the accuracy and completeness of information included in your disclosure
from certain third party publications "is not guaranteed."  As this statement may imply an
inappropriate disclaimer of responsibility with respect to the third party information,
please either delete this statement or specifically state that you are liable for such
information.
Risk Factors
Our business and growth are dependent on the success of our strategic relationships with third
parties, page 48
7.We note your disclosure that D-Wave's business is dependent on certain third-party
suppliers and that you have attached certain pilot line and semiconductor line operation
agreements to your registration statement.  Please disclose the key terms of these
agreements in your registration statement and file any other agreements upon which D-
Wave's business is substantially dependent.  Refer to Item 601(10)(ii)(B) of Regulation S-

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 April 15, 2022 Page 3
 FirstName LastName
Emil Michael
D-Wave Quantum Inc.
April 15, 2022
Page 3
K.
Our business model includes a relatively new four-phase engagement model..., page 50
8.We note your disclosure on page 50 about your new four-phase engagement business
model.  Please advise how this relates to D-Wave's three-pronged go-to-market model and
disclose relevant details about its four-phase engagement model.  You state that if your
technology does not drive continued progression of customers through the four phases,
then the result could have a material adverse effect on your business, financial condition
or results of operations.
Unfavorable conditions in our industry or the global economy, including uncertain geopolitical
conditions..., page 60
9.Disclose the risk of potential cyberattacks by state actors as a result of Russia’s invasion
of the Ukraine and whether you have taken actions to mitigate such potential cyberattacks.
We have identified a material weakness in our internal control over financial reporting. If we fail
to remedy this weakness..., page 69
10.We note that you have identified a material weakness in your internal control over
financial reporting and have implemented remedial measures. Please disclose how long
you estimate it will take to complete your remediation plans and any associated material
costs that you have incurred or expect to incur.
Risks Related to DPCM, D-Wave Quantum and the Transaction, page 71
11.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
Each of DPCM and D-Wave have incurred and will incur substantial costs in connection with the
Transaction and related transactions..., page 80
12.Provide an estimate of the aggregate transaction expenses that DPCM and D-Wave expect
to incur in connection with the Transaction.
D-Wave Quantum may redeem your unexpired Public Warrants prior to their exercise at a time
that is disadvantageous to you..., page 89
13.Clarify whether recent common stock trading prices exceed the threshold that would allow
the company to redeem public warrants.  Clearly explain the steps, if any, the company
will take to notify all shareholders, including beneficial owners, regarding when the
warrants become eligible for redemption.

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 April 15, 2022 Page 4
 FirstName LastName
Emil Michael
D-Wave Quantum Inc.
April 15, 2022
Page 4
Potential Purchases of Public Shares and/or Warrants, page 105
14.We note your disclosure that you may grant put options or other agreements to protect
investors or holders against potential loss in the value of their shares.  Revise your risk
factors to discuss the risks that these agreements may pose to other holders if you are
required to buy back the shares of your common stock or provide other downside
protection.  For example, discuss how such forced purchases would impact the cash you
have available for other purposes and the execution of your business strategy.  Please
clarify whether you intend to circulate a new or amended proxy statement/prospectus if
such agreements are entered into prior to the Special Meeting in addition to the Current
Report on Form 8-K your disclosure indicates you would file.  Further, advise if you
anticipate entering into such transactions after the Special Meeting and before Closing of
the Transaction and, if so, your view on why this information would not need to be shared
with DPCM's public stockholders prior to their vote on the Transaction.
Unaudited Pro Forma Combined Balance Sheet, page 147
15.Please include a subtotal column to reflect D-Wave on a pro forma basis to give effect to
the Material Event, before giving effect to the merger with DPCM Capital, Inc.
Information about D-Wave, page 175
16.To the extent material, provide a breakdown of the revenue D-Wave generates from each
of its product types or services, including from QCaaS and professional services.  Balance
this presentation with disclosure of its net losses for the periods presented in the financial
statements.
Our Quantum Computers, Developer Tools and Quantum Hybrid Solvers Delivered via QCaaS,
page 177
17.We note your disclosure here that you are planning to provide a multilayer fabrication
stack to deliver gate-based quantum computing.  To help investors understand your
product plans, clarify your use of the term multilayer fabrication stack.  Additionally,
disclose how you intend to deliver this product, whether as physical hardware to
customers or if the gate-based quantum computing will be provided through your cloud
service or other means.
Customers and Applications, page 178
18.We note your disclosure that D-Wave had three significant customers in 2021.  Please
disclose the materials terms of your agreements with these customers, including but not
limited to, the term and termination provisions of the agreement and the identity of the
customers.

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 April 15, 2022 Page 5
 FirstName LastName
Emil Michael
D-Wave Quantum Inc.
April 15, 2022
Page 5
Our Business Model, page 182
19.Please revise to more fully explain your free trial service for Leap, including restrictions
and time frames associated with the free trial.  Please also provide investors with metrics,
where possible, to give more context about the scope of your direct sales, partner and
developer strategies.  For example, consider quantifying historical revenues from direct
sales compared to re-sellers.
Expansion into gate-model, page 187
20.Please revise to include key details from your "Clarity" product roadmap that you
reference on page 189 to the extent this roadmap includes material information about the
timing and development of your gate-model hardware.  We also note your disclosure on
page 47 that D-Wave's growth is dependent on scaling up manufacturing of its products
and constructing quantum computing technology.  Provide an overview of your business
plan to build this capacity.
Key Strategic Relationships, page 188
21.We note your disclosure of several key relationships and the entry by D-Wave into
investment and resale agreements with NEC and a contract with Lockheed.  Please revise
your disclosure to describe the key terms of any material agreements, including the term
and termination provisions, and for any other contracts upon which D-Wave's business is
substantially dependent.  File a copy of any such agreement as an exhibit to your
registration statement.  Refer to Item 601(b)(10) of Regulation S-K.
D-Wave Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 192
22.Please tell us whether management uses any key metrics to monitor or evaluate the key
factors that affect D-Wave's performance or manage its business.  If so, please tell us your
consideration of disclosing these measures for each of the periods presented.  Refer to
SEC Release No. 33-10751.
Management of D-Wave Quantum, page 217
23.Please revise to include specific dates of service for the past and present occupations held
for each of your executive officers and directors during the past five years.  Refer to Item
401(e) of Regulation S-K.
Beneficial Ownership of Securities, page 248
24.Please disclose the natural person(s) with dispositive and voting power over shares held
by the Public Sector Pension Investment Board.

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 April 15, 2022 Page 6
 FirstName LastName
Emil Michael
D-Wave Quantum Inc.
April 15, 2022
Page 6
Background of the Transaction, page 263
25.When you refer to representatives of D-Wave, DPCM, the sponsor, or the DPCM board,
identify any executive officers or board members that were present or are referenced, or
confirm that you mean all members of the board or executive officers, as applicable. In
addition, please expand the description of the transaction timeline to include any relevant
disclosure to address:
•whether the sponsor and management and affiliates have a track record with
SPACs and, if so, balanced disclosure about this record and the outcomes of the prior
transactions;
•whether the sponsor has other SPACs in the process of searching for a target
company and whether the sponsor considered more than one active SPAC to be the
potential acquirer and how the final decision was reached;
•the negotiation of any arrangements for any shareholder to waive its
redemption rights;
•the underlying reason why the Earn-out shares and shares subject to forfeiture by the
sponsor were negotiated;
•any discussions relating to the assumptions underlying the financial projections
provided by D-Wave; and
•any discussions involving continuing employment or involvement for any persons
affiliated with DPCM before the merger, any formal or informal commitment to
retain any of the financial advisors after the merger, and any pre-existing
relationships between DPCM (or individuals affiliated with DPCM) and additional
investors.
Certain Projected Financial Information, page 270
26.Tell us why you believe D-Wave has sufficient engagement with customers and a
reasonable basis to project revenue through 2026 given your disclosure of risks associated
with its status as an early-stage company and the developing market for quantum
computers.  Quantify any other material assumptions described as used in preparing the
projections, such as the number of quantum-accelerated applications developed by
customers, product offerings, and length of the sales cycle, among others.  Clarify if the
projections account for D-Wave's development of a gate-model quantum computing
system.
Financial Projections, page 273
27.Please revise your table to provide additional financial operating data to balance the
information provided.  For example, please disclose the amount of Research and
Development expense and related headcount for each period presented.  Please clarify the
extent to which your projections assume continued government assistance and the basis
for those assumptions.

 FirstName LastNameEmil Michael
 Comapany NameD-Wave Quantum Inc.
 April 15, 2022 Page 7
 FirstName LastName
Emil Michael
D-Wave Quantum Inc.
April 15, 2022
Page 7
28.You disclose on page 271 that your assumptions presume that revenue from QCaaS will
increase from 45% of total revenue in 2022 to 95% of total revenue in 2026.  Please
explain the basis for your revenue growth assumptions both in total and by
product/service.  Please also revise your table on page 273 to provide disaggregated
revenue disclosure by product type, similar to your presentation on page F-23.
29.We note your disclosure that D-Wave's implied enterprise value was based, in part, on an
analysis of comparable companies.  Please revise your disclosure on page 275 to explain
the criteria used to select the comparable companies used.  We note your reference to
competitors Rigetti Computing and IonQ on page 189.  Please tell us how you considered
other similarly sized publicly traded quantum computing companies.
Certain Benefits of DPCM's Directors and Officers and Others in the Transaction, page 277
30.We note your disclosure on page 78 that certain of your directors and officers would not
be able to serve as an officer or director if DPCM’s charter did not waive the doctrine of
corporate opportunity.  Please address this potential conflict of interest and whether it
impac