May 13, 2022

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

       Re: Registration Statement on Form S-4 (Registration No. 333-263573)

To whom it may concern:

         Reference is made to the above-referenced registration statement (the
"Registration
Statement'') of D-Wave Quantum Inc. (the "Issuer") under the Securities Act of
1933, as
amended (the "Securities Act") with respect to a proposed business combination
involving a
merger, consolidation, exchange of securities, acquisition of assets, or
similar transaction
involving a special purpose acquisition company and one or more target
companies (the
"Transaction"). The Registration Statement has not yet been declared effective
as of the date of
this letter.

        This letter is to advise you that, effective as of the date of this
letter, our firm has resigned
from, or ceased or refused to act in, every capacity and relationship in which
we were described
in the Registration Statement as acting or agreeing to act (including, without
limitation, any
capacity or relationship (i) required to be described under Paragraph (5) of
Schedule A of the
Securities Act or (ii) for which consent is required under Section 7 of the
Securities Act) with
respect to the Transaction.

        Therefore, we hereby advise you and the Issuer, pursuant to Section 11
(b)( I) of the
Securities Act, that none of our firm, any person who controls it (within the
meaning of either
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act
of 1934, as
amended) or any of its affiliates (within the meaning of Rule 405 under the
Securities Act) will
be responsible for any part of the Registration Statement. This letter does not
constitute, and is
not intended to constitute, an acknowledgment or admission that we have been or
are an
underwriter (within the meaning of Section 2(a)( 11) of the Securities Act or
the rules and
regulations promulgated thereunder) with respect to the Transaction.

                                                    Sincerely,



                                                    By:
                                                    Name: Pedro
                                                    Title: Managi g Director


Enclosures

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

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

Emil Michael
      D-Wave Quantum Inc.