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                             September 15, 2022

       Alan Baratz
       President & Chief Executive Officer
       D-Wave Quantum Inc.
       3033 Beta Avenue
       Burnaby, British Columbia V5G 4M9
       Canada

                                                        Re: D-Wave Quantum Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed August 29,
2022
                                                            File No. 333-267124

       Dear Dr. Baratz:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form S-1 filed August 29, 2022

       Cover Page

   1.                                                   Disclose that the
exercise price of the warrants exceeds the market price of the underlying
                                                        security and disclose
the likelihood that warrant holders will not exercise their warrants.
                                                        Provide similar
disclosure in the prospectus summary, risk factors, MD&A and use of
                                                        proceeds section and
disclose that cash proceeds associated with the exercises of the
                                                        warrants are dependent
on the stock price. As applicable, describe the impact on your
                                                        liquidity and update
the discussion on the ability of your company to fund your operations
                                                        on a prospective basis
with your current cash on hand.
 Alan Baratz
FirstName LastNameAlan   Baratz
D-Wave Quantum   Inc.
Comapany 15,
September  NameD-Wave
              2022      Quantum Inc.
September
Page 2    15, 2022 Page 2
FirstName LastName
2.       Please revise the cover page to disclose that you have a majority
shareholder and will be a
         "controlled company" under the NYSE listing rules upon the date you
file your first
         annual report on Form 10-K pursuant to your side letter agreement with
the Public Sector
         Pension Investment Board ("PSP") at which time PSP is no longer
restricted from
         exercising its voting rights attached to your shares (unless the
agreement is terminated and
         you become a "controlled company" at an earlier date or PSP otherwise
disposes of its
         controlling interest in your shares after any applicable lock-up
period). Please ensure this
         disclosure identifies your controlling shareholder, discloses the
controlling shareholder's
         total voting power and cross-references a longer discussion of the
effects of your status as
         a "controlled company."
Prospectus Summary, page 11

3.       Please revise your prospectus summary to discuss the material terms of
the concurrent
         financing that you have entered into with Lincoln Park under a
separate heading.
         Quantify the percentage of your public float that will become
available for resale in the
         market pursuant to your registration statements.
Risk Factors
Risks Related to the Offering
Due to the significant number of shares of DPCM Class A Common Stock that were
redeemed in
connection with the Transaction. . . , page 17

4.       Revise your risk factor, including the caption, to highlight the
extent to which the selling
         securityholders acquired shares of your Common Stock at prices
significantly lower than
         the current public trading price of your Common Shares and, as such,
are incentivized to
         sell at current trading prices because they will still profit on sales
because of the lower
         price that they purchased their shares than the public investors.

We may issue additional Common Shares or other equity securities without your
approval, which
would dilute your ownership. . . , page 18

5.       Revise to further illustrate the dilution holders of your Common
Shares will experience if
         Lincoln Park purchases up to $150,000,000 of your Common Shares. Use
tabular
         disclosure to show how the number of shares to be issued will vary
depending upon the
         potential purchase price to be paid by Lincoln Park and disclose the
maximum number of
         shares that may be issued.
D-Wave Systems Inc.'s Management's Discussion and Analysis of Financial
Condition and
Results of Operations, page 88

6.       We note that the projected revenues for 2022 were $11 million, as set
forth in the
         unaudited prospective financial information management prepared and
provided to the
         DPCM Board and DPCM   s financial advisors in connection with the
evaluation of the
 Alan Baratz
FirstName LastNameAlan   Baratz
D-Wave Quantum   Inc.
Comapany 15,
September  NameD-Wave
              2022      Quantum Inc.
September
Page 3    15, 2022 Page 3
FirstName LastName
         Business Combination. We also note that your actual revenues for the
Six Months Ended
         June 30, 2022 were approximately $3.083 million. It appears that you
will miss your
         2022 revenue projection. Please update your disclosure in Liquidity
and Capital
         Resources, and elsewhere, to provide updated information about the
company   s financial
         position and further risks to the business operations and liquidity in
light of these
         circumstances.
7.       Please revise your discussion about how your registration statements
may impact the
         market price of the company   s Common Stock to highlight the fact
that Public Sector
         Pension Investment Board, a beneficial owner of over 50% of your
outstanding shares,
         will be able to sell all of its shares for so long as the registration
statement of which this
         prospectus forms a part is available for use.
Liquidity and Capital Resources, page 97

8.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of your Common
         Stock, expand your discussion of capital resources to address any
changes in the
         company   s liquidity position since the business combination. If the
company is likely to
         have to seek additional capital, discuss the effect of this offering
on the company   s ability
         to raise additional capital.

Exhibits

9.       The legal opinion filed as Exhibit 5.1 describes a registration
statement relating to the
         resale of up to 13,621,005 Common Shares that may be issued by the
company upon the
         exercise of options, but the cover page of your registration statement
describes the
         registration of up to 6,589,154 Common Shares issuable upon the
exercise of D-Wave
         Options. Please advise or revise.
General

10.      Revise your prospectus to disclose the price that each selling
securityholder paid for the
         securities being registered for resale. Highlight any differences in
the current trading
         price, the prices that the Selling Securityholders acquired their
shares and warrants, and
         the price that the public securityholders acquired their shares and
warrants. Please also
         disclose the potential profit the Selling Securityholders will earn
based on the current
         trading price.
11.      Given the nature of your offering, including, among other things, that
a majority of your
         shares being registered for resale are held by a single entity
relative to the number of
         shares outstanding, the short time period your outstanding shares have
been held, and your
         relationships with some of the selling stockholders as disclosed in
your prospectus, please
         provide us with an analysis of your basis for determining that it is
appropriate to
 Alan Baratz
D-Wave Quantum Inc.
September 15, 2022
Page 4
      characterize the transaction as a secondary offering under Securities Act
Rule 415(a)(1)(i)
      as opposed to an indirect primary offering. For guidance, please refer to
Question 612.09
      of the Securities Act Rules Compliance and Disclosure Interpretations.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Patrick Faller, Staff Attorney, at (202) 551-4438 or Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.



                                                           Sincerely,
FirstName LastNameAlan Baratz
                                                           Division of
Corporation Finance
Comapany NameD-Wave Quantum Inc.
                                                           Office of Technology
September 15, 2022 Page 4
cc:       Adam M. Givertz
FirstName LastName