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                             July 11, 2022

       Emil Michael
       President
       D-Wave Quantum Inc.
       3033 Beta Avenue
       Burnaby, British Columbia V5G 4M9
       Canada

                                                        Re: D-Wave Quantum Inc.
                                                            Amendment No. 4 to
Registration Statement on Form S-4
                                                            Filed July 8, 2022
                                                            File No. 333-263573

       Dear Mr. Michael:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
7, 2022 letter.

       Amendment No. 4 to Registration Statement on Form S-4 filed on July 8,
2022

       General

   1.                                                   We note your response
to prior comment 7 and reissue the comment. We further note
                                                        your disclosure on page
275 that the Public Sector Pension Investment Board, a Canadian
                                                        Crown corporation, will
own between 41.4% and 54.8% of D-Wave Quantum after the
                                                        transaction. Please
address the prior comment notwithstanding the fact that the    target    in
                                                        your proposed business
combination is not a U.S. company.
   2.                                                   We note your response
to prior comment 10. Please describe in your registration
                                                        statement the nature of
the advice, analysis, and work product of Citi on which the DPCM
 Emil Michael
D-Wave Quantum Inc.
July 11, 2022
Page 2
      Board relied. Additionally, disclose the nature of the materials that
Morgan Stanley
      prepared or was involved with that the DPCM Board reviewed. Advise
whether the
      materials or work product of Citi or Morgan Stanley included any
involvement with the
      preparation of the financial projections disclosed in your registration
statement.
3.    We note your disclosure on page 302 that the Purchase Agreement with
Lincoln Park was
      viewed favorably as a source of potential liquidity in the event of
significant redemptions,
      among other things. Please disclose whether you may become a "controlled
company"
      within the meaning of the rules of the New York Stock Exchange upon
completion of the
      Transaction depending on the rate of redemptions by your Public
Stockholders or
      otherwise. Include appropriate risk factor disclosure.
        You may contact Lisa Etheredge, Senior Staff Accountant, at (202)
551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                            Sincerely,
FirstName LastNameEmil Michael
                                                            Division of
Corporation Finance
Comapany NameD-Wave Quantum Inc.
                                                            Office of
Technology
July 11, 2022 Page 2
cc:       Adam M. Givertz
FirstName LastName