Filed Pursuant to Rule 424(b)(3)

Registration No. 333-267126

PROSPECTUS SUPPLEMENT NO. 28

(to Prospectus dated October 26, 2022)

D-WAVE QUANTUM INC.

COMMON SHARES

This prospectus supplement updates, amends and supplements the prospectus contained in our Registration Statement on Form S-1, effective as of October 26, 2022 (as supplemented or amended from time to time, the “Prospectus”) (Registration No. 333-267126).

This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on August 10, 2023 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our shares of common stock, par value $0.0001 (“Common Shares”), are listed on the New York Stock Exchange (the “NYSE”) under the symbol “QBTS”. On August 9, 2023, the last reported sales price for the Common Shares on the NYSE was $1.69.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 21 of the Prospectus for a discussion of applicable information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 10, 2023.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 10, 2023

D-Wave Quantum Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-41468	88-1068854
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3033 Beta Avenue

Burnaby, British Columbia

Canada

V5G 4M9

(Address of principal executive offices)

(604) 630-1428

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	QBTS	New York Stock Exchange
Warrants, each whole warrant exercisable for 1.4541326 shares of common stock at an exercise price of $11.50	QBTS.WT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 2.02.

Results of Operations and Financial Condition.

On August 10, 2023, D-Wave Quantum Inc. issued a press release announcing its financial results for the fiscal second quarter ended June 30, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Current Report on Form 8-K and in the accompanying exhibit are “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number	Description

99.1	Press Release issued by D-Wave Quantum Inc., dated August 10, 2023.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	D-Wave Quantum Inc.

Dated: August 10, 2023	By:	/s/ Alan Baratz
	Name:	Alan Baratz
	Title:	President & Chief Executive Officer

Exhibit 99.1

D-Wave Reports Second Quarter Results

Revenue of $1.8 million

Total Bookings of $2.5 million

Cash Balance in excess of $50 million

BURNABY, B.C. & PALO ALTO, Calif. – August 10, 2023 – D-Wave Quantum Inc., (NYSE: QBTS) (“D-Wave” or the “Company”) a leader in commercial quantum computing systems, software, and services, today announced financial results for its fiscal second quarter ended June 30, 2023.

“Our second quarter results reflect, we believe, growing enterprise commitment to and investment in practical quantum computing solutions that can address their complex operational challenges today. Our triple-digit increases in bookings and average deal size on a year-over-year basis are evidence, in our opinion, of forward-looking organizations prioritizing quantum as part of their modern tech infrastructure,” said Dr. Alan Baratz, CEO of D-Wave. “Companies and governments alike appear to be recognizing the value of today’s market-ready annealing quantum computing systems to drive business and national competitiveness. We’re helping harness the power of this transformative technology through industry-leading quantum hardware and software solutions and a consultative professional services approach that fuels application development and, increasingly, is preparing these applications for in-production scenarios that support customers’ daily operations.”

Recent Commercial / Business Highlights

•

During the second quarter, signed a number of new and expanded existing customer engagements with Forbes Global 2000 companies including Interpublic Group and VINCI Energies as well as industry leaders such as Unisys Corporation.

•

Worked with customers on a variety of new quantum and quantum-hybrid applications spanning media and advertising optimization, industrial construction, financial market performance predictions, transportation logistics and much more.

•

Grew second quarter bookings (as defined below) by 146% on a year-over-year basis, representing the fifth consecutive quarter of year-over-year growth in bookings; bookings totaled $5.4 million in the first half of 2023, an increase of $3.7 million, or 209% over the first half of 2022.

•

Increased average deal size (as defined below) per booking in the second quarter by 136% on a year-over-year basis and by 252% when comparing the first half of 2023 to the first half of 2022.

•

Improved the Company’s liquidity position with a current cash balance in excess of $50 million.

Recent Technical Highlights

•

Continued development of the next-generation Advantage2 quantum computing system, which recently successfully yielded 1,200-qubit prototype processors in the new higher coherence fabrication stack. Advantage2 is expected to feature 7,000 qubits, 20-way connectivity and higher coherence for increased performance.

•

Introduced new enhancements to the Leap real-time quantum cloud service, including algorithmic updates to our hybrid solvers designed to drive increased performance for key customers. In addition, we are implementing organization administration changes in Leap to streamline project management for both D-Wave and our customers.

Second Quarter Fiscal 2023 Financial Highlights

•

Revenue: Revenue for the second quarter of fiscal 2023 was $1.7 million, an increase of $336,000, or 25%, from fiscal 2022 second quarter revenue of $1.4 million. Given the nature of our professional services engagements, the timing of revenue recognition associated with our professional services contracts may vary from period to period.

•

Bookings¹: Bookings for the second quarter of fiscal 2023 were $2.5 million, an increase of $1.5 million, or 146%, from fiscal 2022 second quarter bookings of $1.0 million. This represents D-Wave’s fifth consecutive quarter of year-over-year growth in bookings.

•

Average Deal Size²: During the second quarter of fiscal 2023, D-Wave’s average deal size per booking increased by 136% when compared to the second quarter of fiscal 2022. During the same period, the average deal size per booking from commercial customers increased by 163% year over year.

•

Customers: Over the last four quarters, we had 68 revenue producing commercial customers compared with 72 commercial customers in the immediately preceding four quarters with total commercial revenue increasing by 44% between the two periods and the average deal size for commercial customers increasing by 308% between the two periods. Over the last four quarters, we had a total of 115 revenue producing customers compared with 116 total customers in the immediately preceding four quarters, with total customers including commercial, educational and government accounts.

•

GAAP Gross Profit: GAAP gross profit for the second quarter of fiscal 2023 was $705,000, a decrease of $46,000, or 6%, from the second quarter of fiscal 2022 GAAP gross profit of $751,000, with the decrease due primarily to higher stock-based compensation expenses in cost of sales in the second quarter of fiscal 2023.

•

GAAP Gross Margin: GAAP gross margin for the second quarter of fiscal 2023 was 41.3%, a decrease of 13.5% from the 54.8% GAAP gross margin for the second quarter of fiscal 2022 with the decrease principally due to higher stock-based compensation expense in cost of sales. GAAP gross margin for the second quarter of fiscal 2023 increased by 14.7% from the 26.6% GAAP gross margin in the immediately preceding first quarter of fiscal 2023 due primarily to higher revenue and lower stock-based compensation expenses.

•

Non-GAAP Gross Profit³: Non-GAAP gross profit for the second quarter of fiscal 2023 was $1.0 million, an increase of $201,000, or 25%, from the second quarter of fiscal 2022 non-GAAP gross profit of $791,000. The difference between GAAP and non-GAAP gross profit is limited to non-cash stock-based compensation and depreciation expenses that are excluded from the non-GAAP gross profit.

•

Non-GAAP Gross Margin⁴: Non-GAAP gross margin for the second quarter of fiscal 2023 was 58.1%, an increase of 0.4% from the second quarter of fiscal 2022 non-GAAP gross margin of 57.7%. Non-GAAP gross margin for the second quarter of fiscal 2023 increased by 4.3% from the 53.8% non-GAAP gross margin in the immediately preceding first quarter of fiscal 2023 due primarily to higher revenue. The difference between GAAP and non-GAAP gross margin is limited to non-cash stock-based compensation and depreciation expenses that are excluded from the non-GAAP gross margin.

•

GAAP Operating Expenses: GAAP operating expenses for the second quarter of fiscal 2023 were $21.6 million compared with $13.2 million in the second quarter of fiscal 2022 with the year-over-year increase including $3.7 million in non-cash stock-based compensation expense and higher public company and headcount-related expenses.

•

Non-GAAP Adjusted Operating Expenses⁵: Non-GAAP operating expenses for the second quarter of fiscal 2023 were $15.9 million compared with $12.0 million in the year earlier fiscal 2022 second quarter with the difference between GAAP and non-GAAP operating expenses being primarily non-cash stock-based compensation expense, non-recurring one-time expenses, and depreciation.

•

Net Loss: Net loss for the second quarter of fiscal 2023 was $25.9 million, or $0.20 per share, compared with a net loss of $13.3 million, or $0.11 per share, in the second quarter of fiscal 2022.

•

Adjusted EBITDA⁶: Adjusted EBITDA for the second quarter of fiscal 2023 was negative $14.9 million, compared with a negative $11.3 million in the fiscal 2022 second quarter and an improvement over the negative $16.9 million in the immediately preceding first quarter of fiscal 2023 with the year-over-year increase due primarily to higher public company and headcount-related expenses.

Financial Results for the First Half of Fiscal Year 2023

•

Revenue: Revenue for the six months ended June 30, 2023, was $3.3 million, an increase of $207,000, or 7%, from revenue of $3.1 million in the six months ended June 30, 2022.

•

Bookings¹: Bookings for the six months ended June 30, 2023, were $5.4 million, an increase of $3.7 million, or 209%, from bookings in the six months ended June 30, 2022.

•

Average Deal Size²: During the six months ended June 30, 2023, D-Wave’s average deal size per booking increased by 252% when compared to the six months ended June 30, 2022. During the same period, the average deal size per booking from commercial customers increased by 232% year over year.

•

GAAP Gross Profit: GAAP gross profit for the six months ended June 30, 2023, was $1.1 million, a decrease of $722,000, or 39%, from $1.8 million in GAAP gross profit the six months ended June 30, 2022, with the decrease due primarily to higher stock-based compensation expense in cost of sales in the first half of fiscal 2023.

•

GAAP Gross Margin: GAAP gross margin for the six months ended June 30, 2023, was 34.2%, a decrease of 25.7% from the 59.9% GAAP gross margin in the six months ended June 30, 2022, with the decrease due primarily to higher stock-based compensation expense in cost of sales.

•

Non-GAAP Gross Profit³: Non-GAAP gross profit for the six months ended June 30, 2023, was $1.8 million, a decrease of $83,000, or 4%, from the non-GAAP gross profit of $1.9 million in the six months ended June 30, 2022. The difference between GAAP and non-GAAP gross profit is limited to non-cash stock-based compensation and depreciation expenses that are excluded from the non-GAAP gross profit.

•

Non-GAAP Gross Margin⁴: Non-GAAP gross margin for the six months ended June 30, 2023, was 56.1%, a decrease of 6.4% from the 62.5% non-GAAP gross margin in the six months ended June 30, 2022. The difference between GAAP and non-GAAP gross margin is limited to non-cash stock-based compensation and depreciation expenses that are excluded from the non-GAAP gross margin.

•

GAAP Operating Expenses: GAAP operating expenses for the six months ended June 30, 2023, were $46.7 million compared with $25.2 million in the six months ended June 30, 2022, with the year-over-year increase including $9.3 million in non-cash stock-based compensation expense and higher public company and headcount-related expenses.

•

Non-GAAP Adjusted Operating Expenses⁵: Non-GAAP operating expenses for the six months ended June 30, 2023, were $33.7 million compared with $23.0 million in the six months ended June 30, 2022, with the difference between GAAP and non-GAAP operating expenses being primarily non-cash stock-based compensation expense, non-recurring one-time expenses, and depreciation.

•

Net Loss: Net loss for the six months ended June 30, 2023, was $50.5 million, or $0.40 per share, compared with a net loss of $25.3 million, or $0.20 per share, in the six months ended June 30, 2022.

•

Adjusted EBITDA⁶: Adjusted EBITDA for the six months ended June 30, 2023, was negative $31.8 million, compared with a negative $21.1 million in the six months ended June 30, 2022, with the increase due primarily to higher public company and headcount-related expenses.

We are providing non-GAAP financial measures including non-GAAP gross profit, non-GAAP gross margin, non-GAAP adjusted operating expenses and Adjusted EBITDA, as well as bookings and average deal size operating measures, as we believe these metrics improve investors’ ability to evaluate our underlying performance. Non-GAAP measures do not have any standardized meaning under GAAP, and therefore may not be comparable to similar measures employed by other companies.

“Bookings” is an operating measure that is defined as customer orders received that are expected to generate net revenues in the future. We present the operational metric of bookings because it reflects customers' demand for our products and services and to assist readers in analyzing our performance in future periods.

“Average deal size” is an operating measure that is defined as the average dollar amount per booking.

“Non-GAAP gross profit” is a non-GAAP financial measure. For a description of non-GAAP gross profit and a reconciliation to gross profit, the closest comparable GAAP financial measure, refer to “Non-GAAP Financial Measures” below and the reconciliation table at the end of this release.

“Non-GAAP gross margin” is a non-GAAP financial measure. For a description of non-GAAP gross margin and a reconciliation to gross margin, the closest comparable GAAP financial measure, refer to “Non-GAAP Financial Measures” below and the reconciliation table at the end of this release.

Adjusted operating expenses is a non-GAAP financial measure. For a description of adjusted operating expenses and a reconciliation to operating expenses, the closest comparable GAAP financial measure, refer to “Non-GAAP Financial Measures” below and the reconciliation table at the end of this release.

Adjusted EBITDA is a non-GAAP financial measure. For a description of Adjusted EBITDA and a reconciliation to net loss, the closest comparable GAAP financial measure, refer to “Non-GAAP Financial Measures” below and the reconciliation table at the end of this release.

Balance Sheet and Liquidity

As of August 8, 2023, D-Wave’s consolidated cash balance exceeded $50 million compared to the June 30, 2023, consolidated cash balance of $7.5 million. This represents the Company’s largest cash balance in its history. On April 13, 2023, D-Wave entered into a $50 million four-year term loan agreement (the “PSP Loan”) with PSPIB Unitas Investments II Inc., an affiliate of PSP Investments. The loan agreement is comprised of three individual tranches of $15 million, $15 million, and $20 million respectively and, to date, D-Wave has drawn the first two tranches totaling $30 million. However, there can be no assurance that the Company will be able to meet the conditions necessary to draw on the third tranche.

As previously disclosed, on June 16, 2022, D-Wave entered into a common stock purchase agreement (Equity Line of Credit or “ELOC”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) wherein the Company has the right, but not the obligation, to issue and sell up to $150 million of shares of its common stock to Lincoln Park, subject to certain limitations and satisfaction of certain conditions, over a 3-year period. As of the end of the first quarter of 2023, D-Wave raised approximately $20 million through the ELOC leaving $130 million in availability with over two years remaining under the ELOC commitment. On July 24, 2023, D-Wave re-commenced its use of the ELOC and raised a total of $35.1 million through August 8, 2023. D-Wave’s ability to raise funds under the ELOC is subject to a number of conditions including having a sufficient number of registered shares and having the stock price being above $1.00 per share.

Fiscal Year 2023 Outlook

We are reiterating the full year 2023 financial guidance set forth in our July 20, 2023, preliminary second quarter revenue and bookings press release. Our guidance is subject to various cautionary factors described below. Based on the information available on August 9, 2023, guidance for the full year 2023 is as follows:

Revenue

•

We expect fiscal 2023 revenue to be in a range of $11 million to $13 million.

Adjusted EBITDA

•

We expect fiscal 2023 Adjusted EBITDA^[3] to be less than negative $58 million.

3. We are not able to reconcile guidance for Adjusted EBITDA to its most directly comparable GAAP measure, net loss, and cannot provide an estimated range of net loss for such period without unreasonable efforts because certain items that impact net loss, including foreign exchange and stock-based compensation, are not within our control or cannot be reasonably predicted.

Second Quarter 2023 Conference Call

In conjunction with this announcement, D-Wave will host a conference call on Thursday, August 10, 2023, at 8:00am (Eastern Time) to discuss such financial results and its business outlook. The live dial-in number is 1-888-999-5318 (domestic) or 1-848-280-6460 (international)

About D-Wave Quantum Inc.

D-Wave is a leader in the development and delivery of quantum computing systems, software, and services, and is the world’s first commercial supplier of quantum computers—and the only company building both annealing quantum computers and gate-model quantum computers. Our mission is to unlock the power of quantum computing today to benefit business and society. We do this by delivering customer value with practical quantum applications for problems as diverse as logistics, artificial intelligence, materials sciences, drug discovery, scheduling, cybersecurity, fault detection, and financial modeling. D-Wave’s technology is being used by some of the world’s most advanced organizations, including Volkswagen, Mastercard, Deloitte, Davidson Technologies, ArcelorMittal, Siemens Healthineers, Unisys, NEC Corporation, Pattison Food Group Ltd., DENSO, Lockheed Martin, Forschungszentrum Jülich, University of Southern California, and Los Alamos National Laboratory.

Non-GAAP Financial Measures

To supplement the financial information presented in accordance with GAAP, we use non-GAAP measures of certain components of financial performance. Each of non-GAAP gross profit, non-GAAP gross margin, Adjusted EBITDA and non-GAAP adjusted operating expenses is a financial measure that is not required by or presented in accordance with GAAP. Management believes that each measure provides investors an additional meaningful method to evaluate certain aspects of such results period over period. Non-GAAP gross profit is defined as GAAP Gross Profit less non-cash stock-based compensation expense. We use non-GAAP gross profit to measure, understand and evaluate our core operating performance and trends and to develop short-term and long-term operating plans. Non-GAAP gross margin is defined as GAAP Gross Margin less non-cash stock-based compensation expense. We use non-GAAP gross margin to measure understand and evaluate our core business performance. Adjusted EBITDA is defined as net loss before interest expense, income tax expense (benefit), depreciation and amortization expense, stock-based compensation, remeasurements of liability-classified warrants, and other nonrecurring nonoperating income and expenses. We use Adjusted EBITDA to measure the operating performance of our business, excluding specifically identified items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations. Non-GAAP Adjusted operating expenses is defined as operating expenses before depreciation and amortization expense and stock-based compensation expense. We use non-GAAP adjusted operating expenses to measure our operating expenses, excluding items we do not believe directly reflect our core operations. The presentation of non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the financial results prepared in accordance with GAAP, and our presentation of non-GAAP measures may be different from non-GAAP measures used by other companies. For a reconciliation of non-GAAP gross profit, non-GAAP gross margin, Adjusted EBITDA and non-GAAP adjusted operating expenses to its most directly comparable GAAP measure, please refer to the reconciliations below.

Forward-Looking Statements

Certain statements in this press release are forward-looking, as defined in the Private Securities Litigation Reform Act of 1995. These statements involve risks, uncertainties, and other factors that may cause actual results to differ materially from the information expressed or implied by these forward-looking statements and may not be indicative of future results. Forward-looking statements in this press release include, but are not limited to, the expected features of Advantage2, the Company’s ability to raise funds under the ELOC, and full-year 2023 guidance. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the variability of professional service revenues; profitability of new customer contracts; D-Wave’s ability to draw on the third tranche of the PSP Loan; general economic conditions and other risks; our ability to expand our customer base and the customer adoption of our solutions; risks within D-Wave’s industry, including anticipated trends, growth rates, and challenges in those businesses and the markets in which they operate; the outcome of any legal proceedings that may be instituted against us; risks related to the performance of our business and the timing of expected business or financial milestones; unanticipated technological or project development challenges, including with respect to the cost and or timing thereof; the performance of our products; the effects of competition on our business; the risk that we will need to raise additional capital to execute our business plan, which may not be available on acceptable terms or at all; the risk that we may never achieve or sustain profitability; the risk that we are unable to secure or protect our intellectual property; volatility in the price of our securities; and the numerous other factors set forth in D-Wave’s Annual Report on Form 10-K for its fiscal year ended December 31, 2022 and other filings with the Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.

D-Wave Quantum Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30			December 31,
(In thousands of U.S. dollars, except share and per share data)	2023			2022
Assets
Current assets:
Cash	$	7,514		$	7,065
Trade accounts receivable, net		803			757
Inventories		2,325			2,196
Prepaid expenses and other current assets		2,200			3,907
Total current assets		12,842			13,925
Property and equipment, net		1,792			2,294
Operating lease right-of-use assets		8,716			9,133
Intangible assets, net		205			244
Other noncurrent assets		1,354			1,351
Total assets		24,909			26,947
Liabilities and stockholders' (deficit) equity
Current liabilities:
Trade accounts payable	$	4,106		$	3,756
Accrued expenses and other current liabilities		10,800			8,640
Loans payable, current		15,910			1,671
Deferred revenue, current		2,827			1,781
Total current liabilities		33,643			15,848
Warrant liabilities		3,404			1,892
Operating lease liabilities, net of current portion		7,162			7,301
Loans payable, noncurrent		8,473			7,811
Deferred revenue, noncurrent		120			9
Total liabilities		52,802			32,861
Commitments and contingencies (Note 14)
Stockholders' (deficit) equity:
Common stock, par value $0.0001 per share; 675,000,000 shares authorized at June 30, 2023 and December 31, 2022, respectively; 128,028,658 shares and 113,335,530 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively.		12			11
Additional paid-in capital		409,885			381,274
Accumulated deficit		(427,303	)		(376,797	)
Accumulated other comprehensive loss		(10,487	)		(10,402	)
Total stockholders' (deficit) equity		(27,893	)		(5,914	)
Total liabilities and stockholders’ equity	$	24,909		$	26,947

D-Wave Quantum Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
(In thousands of U.S. dollars, except share and per share data)	2023			2022			2023			2022
Revenue	$	1,707		$	1,371		$	3,290		$	3,083
Cost of revenue		1,002			620		$	2,164			1,235
Total gross profit		705			751			1,126			1,848
Operating expenses:
Research and development		9,548			7,456			20,463			14,260
General and administrative		9,576			3,959			20,872			7,606
Sales and marketing		2,488			1,739			5,388			3,339
Total operating expenses		21,612			13,154			46,723			25,205
Loss from operations		(20,907	)		(12,403	)		(45,597	)		(23,357	)
Other income (expense), net:
Interest expense		(781	)		(1,479	)		(1,235	)		(2,262	)
Change in fair value of warrant liabilities		(2,150	)		-			(1,512	)		-
Change in fair value of Term Loan		(345	)		-			(345	)		-
Term Loan debt issuance costs		(1,393	)		-			(1,393	)		-
Other income (expense), net		(322	)		533			(424	)		353
Total other income (expense), net		(4,991	)		(946	)		(4,909	)		(1,909	)
Net loss	$	(25,898	)	$	(13,349	)	$	(50,506	)	$	(25,266	)
Net loss per share, basic and diluted	$	(0.20	)	$	(0.11	)	$	(0.40	)	$	(0.20	)
Weighted-average shares used in computing net loss per share, basic and diluted		127,337,903			125,472,590			125,252,585			125,428,749
Comprehensive loss:
Net loss	$	(25,898	)	$	(13,349	)	$	(50,506	)	$	(25,266	)
Foreign currency translation adjustment, net of tax		(66	)		32			(85	)		(38	)
Net comprehensive loss	$	(25,964	)	$	(13,317	)	$	(50,591	)	$	(25,304	)

D-Wave Quantum Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six months ended June 30,
(in thousands of U.S. dollars)	2023			2022
Cash flows from operating activities:
Net loss	$	(50,506	)	$	(25,266	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		601			705
Stock-based compensation		11,477			1,600
Amortization of operating right of use assets		417			459
Non-cash interest expense		1,198			1,679
Change in fair value of Warrant liabilities		1,512			-
Change in fair value of Term Loan		345			-
Debt issuance costs netted from Term Loan proceeds		643			-
Other non-cash activities		395			499
Change in operating assets and liabilities:
Trade accounts receivable		(40	)		(266	)
Inventories		(82	)		(301	)
Prepaid expenses and other current assets		1,709			(4,330	)
Trade accounts payable		339			(136	)
Accrued expenses and other current liabilities		2,126			4,578
Deferred revenue		1,157			(293	)
Operating lease liabilities, net of current portion		(335	)		(427	)
Net cash used in operating activities		(29,044	)		(21,499	)
Cash flows from investing activities:
Purchase of property and equipment		(59	)		(175	)
Purchase of software		(20	)		(43	)
Net cash used in investing activities		(79	)		(218	)
Cash flows from financing activities:
Proceeds from Lincoln Park Purchase Agreement		15,683			-
Proceeds from government program		-			3,178
Proceeds from debt financing		14,357			19,870
Proceeds from issuance of common stock upon exercise of stock options		1,208			141
Debt payments		(1,835	)		(424	)
Short swing profit settlement		244			-
Net cash provided by financing activities		29,657			22,765
Effect of exchange rate changes on cash and cash equivalents		(85	)		(65	)
Net (decrease) increase in cash and cash equivalents		449			983
Cash and cash equivalents at beginning of period	$	7,065		$	9,483
Cash and cash equivalents at end of period	$	7,514		$	10,466
Supplemental disclosure of noncash investing and financing activities:
Unpaid deferred costs	$	-		$	3,734

D-Wave Quantum Inc.

Reconciliation of Gross Profit to Non-GAAP Gross Profit

For the Three & Six Months Ended June 30, 2023 and 2022

(in thousands of U.S. dollars)	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022
Gross Profit	$	705		$	751		$	1,126		$	1,848
Excluding:
Depreciation and Amortization (1)		54			40			109			80
Stock based compensation (2)		233			-			610			-
Non-GAAP Gross Profit		992			791			1,845			1,928
Non-GAAP Gross Profit %		58.1	%		57.7	%		56.1	%		62.5	%

(1) Depreciation and Amortization reflects the Depreciation and Amortization record in Cost of Revenue only, which differs from the total Depreciation and Amortization set forth in the Condensed Consolidated Statement of Cash Flows that also includes Depreciation and Amortization recorded in Operating Expenses.

(2) Stock based compensation reflects the stock based compensation recorded in Cost of Revenue only, which differs from the total stock based compensation set forth in the Condensed Consolidated Statement of Cash flows that also includes stock based compensation recorded in Operating Expenses.

D-Wave Quantum Inc.

Reconciliation of Operating Expenses to Non-GAAP Operating Expenses

For the Three & Six Months Ended June 30, 2023 and 2022

(in thousands of U.S. dollars)	For the three months ended June 30,				For the six months ended June 30,
	2023		2022		2023		2022
Operating expenses	$	21,612	$	13,154	$	46,723	$	25,205
Excluding:
Depreciation and Amortization (1)		208		295		492		627
Stock based compensation (2)		4,489		817		10,867		1,600
Non-recurring one time expenses (3)		1,002		-		1,682		-
Non-GAAP Operating Expenses	$	15,913	$	12,042	$	33,682	$	22,978

(1) Depreciation and Amortization reflects the Depreciation and Amortization record in the Operating Expenses only, which differs from the total Depreciation and Amortization set forth in the Condensed Consolidated Statement of Cash Flows that also includes Depreciation and Amortization recorded in Cost of Revenue.

(2) Stock based compensation reflects the stock based compensation recorded in Operating Expenses only, which differs from the total stock based compensation set forth in the Condensed Consolidated Statement of Cash flows that also includes stock based compensation recorded in Cost of Revenue.

(3) Non-recurring one time expenses related to legal, consulting, and accounting fees.

D-Wave Quantum Inc.

Reconciliation of Net Loss to Adjusted EBITDA

For the Three & Six Months Ended June 30, 2023 and 2022

(in thousands of U.S. dollars)	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022
Net loss	$	(25,898	)	$	(13,349	)	$	(50,506	)	$	(25,266	)
Excluding:
Depreciation and Amortization		262			335			601			707
Stock based compensation		4,722			817			11,477			1,600
Interest expense (1)		781			1,479			1,235			2,262
Change in fair value of warrant liabilities		2,150			-			1,512			-
Term Loan debt issuance costs		1,393			-			1,393			-
Change in fair value of Term Loan		345			-			345			-
Other Income (expense), net (2)		322			(533	)		424			(353	)
Non-recurring one time expenses (3)		1,002			-			1,682			-
Adjusted EBITDA	$	(14,921	)	$	(11,251	)	$	(31,837	)	$	(21,050	)

(1) Interest expense primarily reflects the accrued interest associated with the below market interest rate government loans as if they were interest-bearing at market rates of interest, the paid-in-kind interest associated with the term loan agreement with PSPIB Unitas Investments II Inc. entered into on April13, 2023 and the interest and amortization of the final fee associated with the Venture Loan with PSPIB Unitas Investments II Inc. that was entered into on March 3, 2022.

(2) Other Income (expense), net consists primarily of foreign exchange gains and losses, and is included in the above table to facilitate the reconciliation of Adjusted EBITDA to Net loss.

(3) Non-recurring one time expenses related to legal, consulting, and accounting fees.