QBTS

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 15

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: 7,939,175

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: 0000899243-22-029448 · doc4.xml · derivative · entry 1

Brydon Victoria · CIK 0001924355 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 120,000

Underlying: Common Stock, par value $0.0001 per share ("Common Stock") · 120,000 shares

Expires 2032-08-18

F1 · derivative.exercise_date: Options vest as follows: 30,000 options vest on August 18, 2023, and the remaining 90,000 options vest in equal monthly installments on the 18th of each month beginning September 18, 2023 through August 18, 2026, each subject to the reporting person's continued service to the Company as of the applicable vesting date.

SEC source: 0000899243-23-009615 · doc4.xml · nonDerivative · entry 14

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 13

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: 7,939,046

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 12

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 11

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: 7,939,122

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 10

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: 7,939,135

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 9

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: 7,939,122

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 8

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 7

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: 7,939,145

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 6

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: 7,939,199

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 5

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: 7,939,200

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 4

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 3

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: 7,939,646

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 2

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 1

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: 7,958,246

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.