QBTS

SEC source: 0001140361-24-002393 · form4.xml · nonDerivative · entry 1

Markovich John M. · CIK 0001453942 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,020,396

F1 · balance_after: Includes 637,500 shares of unvested restricted stock units: (i) 437,500 RSUs granted on October 27, 2022 and vesting as follows: 218,750 on October 27, 2024 and October 27, 2025, and (ii) 200,000 RSUs granted on March 27, 2023 and vesting as follows: 50,000 on March 27, 2024 and the remaining 150,000 will vest quarterly at a rate of 6.25% beginning June 27, 2024.

SEC source: 0001140361-24-002397 · form4.xml · derivative · entry 2

Nguyen Diane · CIK 0001974777 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 58,255

Underlying: Common Stock · 58,255 shares

Expires 2034-01-10

F2 · derivative.exercise_date: This option has vested and is exercisable as of the grant date as to all 58,255 shares of Common Stock.

SEC source: 0001140361-24-002397 · form4.xml · nonDerivative · entry 1

Nguyen Diane · CIK 0001974777 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 299,156

F1 · balance_after: Includes: (a) 178,672 shares of unvested restricted stock units: (i) 93,312 RSUs granted on October 13, 2022 and vesting as follows: 46,656 on October 13, 2024 and October 13, 2025, and (ii) 85,360 RSUs granted on March 27, 2023 and vesting as follows: 21,340 on March 27, 2024 and the remaining 54,020 will vest quarterly at a rate of 6.25% beginning July 27, 2024, and (b) 8,162 Common Stock acquired under the Employee Stock Purchase Plan ("ESPP") of D-Wave Quantum Inc. (the "Issuer"). In accordance with the ESPP, the 8,162 Common Stock were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on November 30, 2023.

SEC source: 0001140361-24-021378 · form4.xml · nonDerivative · entry 1

BARATZ ALAN E · CIK 0001098231 · Director · President & CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,439,164

F1 · shares: Due to an inadvertent administrative error, the securities acquired by the Reporting Person on January 10, 2024 were overreported by 5,805 shares. This Form 4/A is being filed to report the correct amount of 101,664 shares acquired by the Reporting Person on such date.

F2 · balance_after: Includes 1,550,000 shares of unvested restricted stock units: (i) 1,250,000 RSUs granted on October 27, 2022 and vesting as follows: 875,000 on October 27, 2024 and 375,000 on October 27, 2025, and (ii) 300,000 RSUs granted on March 27, 2023 and vesting as follows: 75,000 on March 27, 2024 and the remaining 225,000 will vest quarterly at a rate of 6.25% beginning June 27, 2024.

SEC source: 0001140361-24-021384 · form4.xml · nonDerivative · entry 1

Markovich John M. · CIK 0001453942 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,026,668

F1 · shares: Due to an inadvertent administrative error, the securities acquired by the Reporting Person on January 10, 2024 were underreported by 6,272 shares. This Form 4/A is being filed to report the correct amount of 67,168 shares acquired by the Reporting Person on such date.

F2 · balance_after: Includes 637,500 shares of unvested restricted stock units: (i) 437,500 RSUs granted on October 27, 2022 and vesting as follows: 218,750 on October 27, 2024 and October 27, 2025, and (ii) 200,000 RSUs granted on March 27, 2023, of which 50,000 RSUs vested on March 27, 2024 and the remaining 150,000 RSUs will vest quarterly at a rate of 6.25% beginning June 27, 2024.

SEC source: 0001140361-24-021387 · form4.xml · nonDerivative · entry 1

Nguyen Diane · CIK 0001974777 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 295,590

F1 · shares: Due to an inadvertent administrative error, the securities acquired by the Reporting Person on January 10, 2024 were overreported by 3,566 shares. This Form 4/A is being filed to report the correct amount of 32,785 shares acquired by the Reporting Person on such date.

F2 · balance_after: Includes: (a) 178,672 shares of unvested restricted stock units: (i) 93,312 RSUs granted on October 13, 2022 and vesting as follows: 46,656 on October 13, 2024 and October 13, 2025, and (ii) 85,360 RSUs granted on March 27, 2023 and vesting as follows: 21,340 on March 27, 2024 and the remaining 54,020 will vest quarterly at a rate of 6.25% beginning July 27, 2024, and (b) 8,162 Common Stock acquired under the Employee Stock Purchase Plan ("ESPP") of D-Wave Quantum Inc. (the "Issuer"). In accordance with the ESPP, the 8,162 Common Stock were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on November 30, 2023.

SEC source: 0001140361-23-050829 · form4.xml · nonDerivative · entry 1

BARATZ ALAN E · CIK 0001098231 · Director · President & CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,337,500

F1 · kind: Represents Common Stocks withheld by the Issuer to satisfy tax withholding requirements on the vesting of restricted stock units.

F2 · balance_after: Includes 1,550,000 shares of unvested restricted stock units: (i) 1,250,000 RSUs granted on October 27, 2022 and vesting as follows: 875,000 on October 27, 2024 and 375,000 on October 27, 2025, and (ii) 300,000 RSUs granted on March 27, 2023 and vesting as follows: 75,000 on March 27, 2024 and the remaining 225,000 will vest quarterly at a rate of 6.25% beginning June 27, 2024.

SEC source: 0001140361-23-050830 · form4.xml · nonDerivative · entry 1

Markovich John M. · CIK 0001453942 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 959,500

F1 · kind: Represents Common Stocks withheld by the Issuer to satisfy tax withholding requirements on the vesting of restricted stock units.

F2 · balance_after: Includes 637,500 shares of unvested restricted stock units: (i) 437,500 RSUs granted on October 27, 2022 and vesting as follows: 218,750 on October 27, 2024 and October 27, 2025, and (ii) 200,000 RSUs granted on March 27, 2023 and vesting as follows: 50,000 on March 27, 2024 and the remaining 150,000 will vest quarterly at a rate of 6.25% beginning June 27, 2024.

SEC source: 0001140361-23-050831 · form4.xml · nonDerivative · entry 1

Brydon Victoria · CIK 0001924355 · Chief People Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 291,714

F1 · kind: Represents Common Stock withheld by the Issuer to satisfy tax withholding requirements on the vesting of restricted stock units.

F2 · balance_after: Includes: (a) 231,005 shares of unvested restricted stock units: (i) 101,795 RSUs granted on October 27, 2022 and vesting as follows: 50,897 on October 27, 2024 and 50,898 on October 27, 2025, and (ii) 129,210 RSUs granted on March 27, 2023 and vesting as follows: 32,302 on March 27, 2024 and the remaining 96,908 will vest quarterly at a rate of 6.25% beginning June 27, 2024, and (b) 13,375 Common Stock acquired under the Employee Stock Purchase Plan ("ESPP") of the Issuer for the purchase period of January 1, 2023 to June 30, 2023. In accordance with the ESPP, the 13,375 Common Stocks were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on January 1, 2023.

SEC source: 0001140361-23-048694 · form4.xml · nonDerivative · entry 1

Nguyen Diane · CIK 0001974777 · General Counsel

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 254,643

F1 · kind: Represents 22,855 Common Stock sold to cover the taxes on the vesting of 93,312 RSUs.

F2 · price: This transaction was executed in multiple trades at prices ranging from $0.99 to $1.018. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4

F3 · balance_after: Includes: (a) 178,672 shares of unvested restricted stock units: (i) 93,312 RSUs granted on October 13, 2022 and vesting as follows: 46,656 on October 13, 2024 and October 13, 2025, and (ii) 85,360 RSUs granted on March 27, 2023 and vesting as follows: 21,340 on March 27, 2024 and the remaining 54,020 will vest quarterly at a rate of 6.25% beginning July 27, 2024, and (b) 5,514 Common Stock acquired under the Employee Stock Purchase Plan ("ESPP") of D-Wave Quantum Inc. (the "Issuer") for the purchase period of January 1, 2023 to June 30, 2023. In accordance with the ESPP, the 5,514 Common Stock were purchased at a price equal to 85% of the closing price of the Issuer's Common Stock on January 1, 2023.

SEC source: 0001140361-23-043524 · form4.xml · derivative · entry 4

Michael Emil · CIK 0001828144 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,708,894

Underlying: Common Stock · 3,939,091 shares

Expires 2027-08-05

F1 · kind: Pro rata distribution by CDPM Sponsor Group, LLC (the "Sponsor") of which the reporting person is the Manager. The securities were previously included in the amount reported as indirectly held by the reporting person, who disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F2 · derivative.underlying: Each warrant is exercisable for 1.4541326 common shares.

SEC source: 0001140361-23-043524 · form4.xml · derivative · entry 3

Michael Emil · CIK 0001828144 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 11,633,061 shares

Expires 2027-08-05

F1 · kind: Pro rata distribution by CDPM Sponsor Group, LLC (the "Sponsor") of which the reporting person is the Manager. The securities were previously included in the amount reported as indirectly held by the reporting person, who disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F2 · derivative.underlying: Each warrant is exercisable for 1.4541326 common shares.

F1 · balance_after: Pro rata distribution by CDPM Sponsor Group, LLC (the "Sponsor") of which the reporting person is the Manager. The securities were previously included in the amount reported as indirectly held by the reporting person, who disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F1 · ownership.nature: Pro rata distribution by CDPM Sponsor Group, LLC (the "Sponsor") of which the reporting person is the Manager. The securities were previously included in the amount reported as indirectly held by the reporting person, who disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein.

SEC source: 0001140361-23-043524 · form4.xml · nonDerivative · entry 2

Michael Emil · CIK 0001828144 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 999,076

F1 · kind: Pro rata distribution by CDPM Sponsor Group, LLC (the "Sponsor") of which the reporting person is the Manager. The securities were previously included in the amount reported as indirectly held by the reporting person, who disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein.

SEC source: 0001140361-23-043524 · form4.xml · nonDerivative · entry 1

Michael Emil · CIK 0001828144 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F1 · kind: Pro rata distribution by CDPM Sponsor Group, LLC (the "Sponsor") of which the reporting person is the Manager. The securities were previously included in the amount reported as indirectly held by the reporting person, who disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F1 · balance_after: Pro rata distribution by CDPM Sponsor Group, LLC (the "Sponsor") of which the reporting person is the Manager. The securities were previously included in the amount reported as indirectly held by the reporting person, who disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F1 · ownership.nature: Pro rata distribution by CDPM Sponsor Group, LLC (the "Sponsor") of which the reporting person is the Manager. The securities were previously included in the amount reported as indirectly held by the reporting person, who disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein.

SEC source: 0001140361-23-032516 · form4.xml · nonDerivative · entry 1

Rogers Michael J · CIK 0001880490 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 112,196

F1 · kind: Represents 75,675 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest as of the date of the Issuer's annual meeting of stockholders in 2024, subject to the reporting person's continued service to the Issuer.

F1 · price: Represents 75,675 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest as of the date of the Issuer's annual meeting of stockholders in 2024, subject to the reporting person's continued service to the Issuer.

SEC source: 0001140361-23-032522 · form4.xml · nonDerivative · entry 1

WEST STEVEN M · CIK 0001198055 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 129,696

F1 · kind: Represents 75,675 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest as of the date of the Issuer's annual meeting of stockholders in 2024, subject to the reporting person's continued service to the Issuer.

SEC source: 0001140361-23-032513 · form4.xml · nonDerivative · entry 1

Biscay Roger · CIK 0001352160 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 112,196

F1 · kind: Represents 75,675 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest as of the date of the Issuer's annual meeting of stockholders in 2024, subject to the reporting person's continued service to the Issuer.

F1 · price: Represents 75,675 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest as of the date of the Issuer's annual meeting of stockholders in 2024, subject to the reporting person's continued service to the Issuer.

SEC source: 0001140361-23-032500 · form4.xml · nonDerivative · entry 1

Cappellanti-Wolf Amy L. · CIK 0001571552 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 112,196

F1 · kind: Represents 75,675 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest as of the date of the Issuer's annual meeting of stockholders in 2024, subject to the reporting person's continued service to the Issuer.

F1 · price: Represents 75,675 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest as of the date of the Issuer's annual meeting of stockholders in 2024, subject to the reporting person's continued service to the Issuer.

SEC source: 0001140361-23-032519 · form4.xml · nonDerivative · entry 1

Michael Emil · CIK 0001828144 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 112,028

F1 · kind: Represents 75,675 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest as of the date of the Issuer's annual meeting of stockholders in 2024, subject to the reporting person's continued service to the Issuer.

F1 · price: Represents 75,675 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest as of the date of the Issuer's annual meeting of stockholders in 2024, subject to the reporting person's continued service to the Issuer.

SEC source: 0001140361-23-030498 · form4.xml · nonDerivative · entry 2

Michael Emil · CIK 0001828144 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 36,353

F2 · price: This transaction was executed in multiple trades at prices ranging from $1.85 to $1.87. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

SEC source: 0001140361-23-029727 · form4.xml · derivative · entry 3

Brydon Victoria · CIK 0001924355 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 250,595

Underlying: Common Stock · 15,000 shares

Expires 2030-05-05

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: The original 265,595 options vest as follows: (1) 219,082 were exercisable as August 10, 2022 and (2) the remaining 46,513 began vesting in equal monthly instalments on the 5th of each month through May 5, 2024.

SEC source: 0001140361-23-029727 · form4.xml · nonDerivative · entry 2

Brydon Victoria · CIK 0001924355 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 332,800

F1 · balance_after: The amount includes 332,800 shares of unvested restricted stock units.

SEC source: 0001140361-23-029727 · form4.xml · nonDerivative · entry 1

Brydon Victoria · CIK 0001924355 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 347,800

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: The amount includes 332,800 shares of unvested restricted stock units.

SEC source: 0001140361-23-014547 · form4.xml · nonDerivative · entry 1

BARATZ ALAN E · CIK 0001098231 · Director · President & CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,800,000

F1 · shares: Represents 300,000 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest 25% on the first anniversary of the grant date and remaining will vest in quarterly installments of 8.33%, subject to the reporting person's continued service to the Issuer.

F2 · balance_after: The amount includes 2,800,000 shares of unvested restricted stock units.

SEC source: 0001140361-23-014553 · form4.xml · nonDerivative · entry 1

Markovich John M. · CIK 0001453942 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,075,000

F1 · shares: Represents 200,000 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest 25% on the first anniversary of the grant date and remaining will vest in quarterly installments of 8.33%, subject to the reporting person's continued service to the Issuer.

F2 · balance_after: The amount includes 1,075,000 shares of unvested restricted stock units.

SEC source: 0001140361-23-014550 · form4.xml · nonDerivative · entry 1

Brydon Victoria · CIK 0001924355 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 332,800

F1 · shares: Represents 129,210 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest 25% on the first anniversary of the grant date and remaining will vest in quarterly installments of 8.33%, subject to the reporting person's continued service to the Issuer.

F2 · balance_after: The amount includes 332,800 shares of unvested restricted stock units.

SEC source: 0000899243-23-009615 · doc4.xml · derivative · entry 30

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock, par value $0.0001 per share · 9,257 shares

Expires not disclosed

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F5 · derivative.exercise_price: Each warrant of the Issuer entitles the holder to purchase 1.4541326 Common Shares at $11.50. The warrants are exercisable commencing on September 4, 2022. The warrants will expire on August 5, 2027, or earlier upon redemption or liquidation.

F5 · price: Each warrant of the Issuer entitles the holder to purchase 1.4541326 Common Shares at $11.50. The warrants are exercisable commencing on September 4, 2022. The warrants will expire on August 5, 2027, or earlier upon redemption or liquidation.

F5 · derivative.exercise_date: Each warrant of the Issuer entitles the holder to purchase 1.4541326 Common Shares at $11.50. The warrants are exercisable commencing on September 4, 2022. The warrants will expire on August 5, 2027, or earlier upon redemption or liquidation.

F5 · derivative.expiration_date: Each warrant of the Issuer entitles the holder to purchase 1.4541326 Common Shares at $11.50. The warrants are exercisable commencing on September 4, 2022. The warrants will expire on August 5, 2027, or earlier upon redemption or liquidation.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

SEC source: 0000899243-23-009615 · doc4.xml · derivative · entry 29

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 6,366

Underlying: Common Stock, par value $0.0001 per share · 9,257 shares

Expires not disclosed

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F5 · derivative.exercise_price: Each warrant of the Issuer entitles the holder to purchase 1.4541326 Common Shares at $11.50. The warrants are exercisable commencing on September 4, 2022. The warrants will expire on August 5, 2027, or earlier upon redemption or liquidation.

F5 · price: Each warrant of the Issuer entitles the holder to purchase 1.4541326 Common Shares at $11.50. The warrants are exercisable commencing on September 4, 2022. The warrants will expire on August 5, 2027, or earlier upon redemption or liquidation.

F5 · derivative.exercise_date: Each warrant of the Issuer entitles the holder to purchase 1.4541326 Common Shares at $11.50. The warrants are exercisable commencing on September 4, 2022. The warrants will expire on August 5, 2027, or earlier upon redemption or liquidation.

F5 · derivative.expiration_date: Each warrant of the Issuer entitles the holder to purchase 1.4541326 Common Shares at $11.50. The warrants are exercisable commencing on September 4, 2022. The warrants will expire on August 5, 2027, or earlier upon redemption or liquidation.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

SEC source: 0000899243-22-036336 · doc4.xml · nonDerivative · entry 1

WEST STEVEN M · CIK 0001198055 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 54,021

F1 · shares: Represents shares of Common Stock purchased by the reporting person in the open market on November 17, 2022.

SEC source: 0000899243-22-034584 · doc4.xml · nonDerivative · entry 1

BARATZ ALAN E · CIK 0001098231 · Director · President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,500,000

F1 · kind: Represents 2,500,000 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, including 1,500,000 restricted stock units that will vest 50% on the first anniversary of the grant date, and 25% on each of the second and third anniversaries of the grant date, subject to the reporting person's continued service to the Issuer, and 1,000,000 restricted stock units that will vest 50% on each the first and second anniversaries of the grant date, subject to the reporting person's continued service to the Issuer.

SEC source: 0000899243-22-034578 · doc4.xml · nonDerivative · entry 1

Rogers Michael J · CIK 0001880490 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 36,521

F1 · kind: Represents 36,521 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest as of the date of the Issuer's first annual meeting of stockholders in 2023, subject to the reporting person's continued service to the Issuer.

SEC source: 0000899243-22-034579 · doc4.xml · nonDerivative · entry 1

Markovich John M. · CIK 0001453942 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 875,000

F1 · kind: Represents 875,000 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest 50% on the first anniversary of the grant date, and 25% on each of the second and third anniversaries of the grant date, subject to the reporting person's continued service to the Issuer.

SEC source: 0000899243-22-034572 · doc4.xml · nonDerivative · entry 1

WEST STEVEN M · CIK 0001198055 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 29,021

F1 · kind: Represents 29,021 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest as of the date of the Issuer's first annual meeting of stockholders in 2023, subject to the reporting person's continued service to the Issuer.

SEC source: 0000899243-22-034583 · doc4.xml · nonDerivative · entry 1

Biscay Roger · CIK 0001352160 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 36,521

F1 · kind: Represents 36,521 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest as of the date of the Issuer's first annual meeting of stockholders in 2023, subject to the reporting person's continued service to the Issuer.

SEC source: 0000899243-22-034585 · doc4.xml · nonDerivative · entry 1

Cappellanti-Wolf Amy L. · CIK 0001571552 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 36,521

F1 · kind: Represents 36,521 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest as of the date of the Issuer's first annual meeting of stockholders in 2023, subject to the reporting person's continued service to the Issuer.

SEC source: 0000899243-22-034575 · doc4.xml · nonDerivative · entry 1

Michael Emil · CIK 0001828144 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 65,374

F1 · kind: Represents 29,021 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest as of the date of the Issuer's first annual meeting of stockholders in 2023, subject to the reporting person's continued service to the Issuer.

SEC source: 0000899243-22-034590 · doc4.xml · nonDerivative · entry 1

Brydon Victoria · CIK 0001924355 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 203,590

F1 · kind: Represents 203,590 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Issuer, that will vest 50% on the first anniversary of the grant date, and 25% on each of the second and third anniversaries of the grant date, subject to the reporting person's continued service to the Issuer.

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 28

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,939,776

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 27

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,939,554

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 26

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,939,452

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 25

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,939,401

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 24

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,939,146

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 23

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,939,210

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 22

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,939,146

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 21

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,939,082

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 20

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,939,146

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 19

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,939,132

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 18

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,939,146

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 17

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,939,246

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 16

GOLDMAN SACHS GROUP INC · CIK 0000886982 · 10% owner

2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. · CIK 0001967298 · 10% owner

STONE STREET 2014 HOLDINGS, L.P. · CIK 0001967645 · 10% owner

GOLDMAN SACHS & CO. LLC · CIK 0000769993 · 10% owner

Broad Street Principal Investments, L.L.C. · CIK 0001575993 · 10% owner

Bridge Street 2014, L.P. · CIK 0001601462 · 10% owner

MBD 2014, L.P. · CIK 0001601463 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,939,146

F1 · security: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · security: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · security: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F1 · balance_after: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · balance_after: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · balance_after: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · balance_after: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), 2014 Employee Offshore Aggregator, L.P. ("2014 EOA"), Bridge Street 2014, L.P. ("Bridge Street 2014"), MBD 2014, L.P. ("MBD 2014") and Stone Street 2014 Holdings, L.P. ("Stone Street 2014") (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Securities Exchange Act of 1934 (the "Exchange Act"), or for any other purpose. This filing is being made based on there being 63,096,354 shares of common stock, par value $0.0001, of D-Wave Quantum Inc. (the "Issuer", such stock, the "Common Shares")

F2 · ownership.nature: (Continued from Footnote 1) outstanding as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2022 (the "Form 10-Q"). The Form 10-Q also discloses on the cover page that there are 48,409,641 outstanding exchangeable shares and appears to treat the Common Shares and exchangeable shares as one class of equity security. If the Common Shares and exchangeable shares are treated as one class of equity security, the Reporting Persons are not greater than 10% beneficial owners for Section 16 purposes. In light of the ambiguity in the Issuer's filings with the Securities and Exchange Commission, the Reporting Persons are filing this Form 4 as a precatory matter and do not thereby admit they are greater than 10% beneficial owners or subject to Section 16.

F3 · ownership.nature: Without conceding its status as a greater than 10% beneficial owner or that the reported transactions, including any riskless principal trades in connection with client trade facilitation in the ordinary course of business, are subject to liability under Section 16(b) of the Exchange Act, the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that the Reporting Persons were greater than 10% beneficial owners and the transactions were subject to Section 16(b) has been remitted to the Issuer.

F4 · ownership.nature: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,939,146 Common Shares of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,234,875 Common Shares held by BSPI, (ii) 174,351 Common Shares held by 2014 EOA, (iii) 294,912 Common Shares held by Bridge Street 2014, (iv) 97,147 Common Shares held by MBD 2014 and (v) 137,861 Common Shares held by Stone Street 2014 (BSPI, 2014 EOA, Bridge Street 2014, MBD 2014 and Stone Street 2014 together, the "GS Entities") because Goldman Sachs is a wholly owned subsidiary of GS Group, and affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or investment manager of each of the GS Entities, as applicable.