8-K

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): June 6, 2024

_____________________________________________________________

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.)

2650 East Bayshore Road

Palo Alto, California

94303

(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:

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

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

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

o 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 x

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. o

Item 7.01 Regulation FD Disclosure.

On June 6, 2024, D-Wave Quantum Inc. issued a press release announcing that it has extended its agreement with Aramco, a global integrated energy and chemicals company, to manage geophysical optimization problems through quantum technologies. A copy of the press release is attached as Exhibit 99.1.

The information in this Item 7.01 to this Current Report on Form 8-K is intended to be furnished and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release, dated June 6, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

           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.

Date: June 6, 2024	D-Wave Quantum Inc.
	By:	/s/ Alan Baratz
	Name:	Alan Baratz
	Title:	President & Chief Executive Officer

EX-99.1

D-Wave Extends Agreement with Aramco Europe to Explore Quantum-Powered Optimization of Geophysical Problems

PALO ALTO, Calif. – June 6, 2024 – D-Wave Quantum Inc. (NYSE: QBTS) (“D-Wave”), a leader in quantum computing systems, software and servicesannounced today that it has extended its agreement with Aramco, a global integrated energy and chemicals company, to manage geophysical optimization problems through quantum technologies.

Aramco Research Center in Delft, the Netherlands, (the “Center”) is focused on developing advanced computing technologies to help address global energy challenges. For the past two years, it has been working with D-Wave’s powerful quantum technologies on solving highly complex optimization problems involved in computationally intensive seismic imaging, an ultrasound-like technology used to map the various geological strata many kilometers beneath the surface.

With support from D-Wave, the team has been able to create its first subsurface maps, using tens of gigabytes of seismic data as input, with the aim of processing a terabyte of seismic data with the D-Wave quantum computer in 2024. Using D-Wave’s quantum computers and hybrid solvers, accessible through the Leap™ quantum cloud service, Aramco’s team of researchers developed their own hybrid classical-quantum geophysical applications. Using D-Wave’s quantum technologies, the Center has seen performance gains over classical computers in both time-to-solution and scale.

Marcin Dukalski, Quantum Applications Lead with Aramco Research Center in Delft said: “I’m excited to see how far we’ve been able to push quantum technologies to tackle such a large optimization problem as subsurface imaging. We look forward to expanding our work with D-Wave, which will be centered on reaping even greater tangible benefits from the Advantage2TM system.”

Trevor Lanting, D-Wave’s Chief Development Officer, said: “Together with Aramco, we are demonstrating our quantum technology’s ability to take on core data challenges in geophysical research. We look forward to helping Aramco researchers maximize quantum’s positive impact on their computational challenges as they look to turn data into usable knowledge of the subsurface.”

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 has been used by some of the world’s most advanced organizations including 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.

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. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, various factors beyond management’s control, including the risks set forth under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. Undue reliance should not be placed on the forward-looking statements in this press release in making an investment decision, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.

Contact:

Alex Daigle

media@dwavesys.com

XML

Cover	Jun. 06, 2024
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	Jun. 06, 2024
Entity Registrant Name	D-Wave Quantum Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41468
Entity Tax Identification Number	88-1068854
Entity Address, Address Line One	2650 East Bayshore Road
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94303
City Area Code	604
Local Phone Number	630-1428
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001907982
Amendment Flag	false
Common Stock
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	QBTS
Security Exchange Name	NYSE
Warrant
Entity Listings [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for 1.4541326 shares of common stock at an exercise price of $11.50
Trading Symbol	QBTS.WT
Security Exchange Name	NYSE