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                             October 14, 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.
                                                            Amendment No. 1 to
                                                            Registration
Statement on Form S-1
                                                            Filed September 27,
2022
                                                            File No. 333-267126

       Dear Alan Baratz:

             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
September 15, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-1 Filed on September
27, 2022

       Lincoln Park Transaction, page 4

   1.                                                   Please define the term
"Accelerated Purchase Share Amount."
       Risk Factors
       Risks Related to the Offering, page 20

   2.                                                   We note your response
to prior comment 8. Please advise whether the potential
                                                        depressive effect on
your shares may be increased by the fact that sales to Lincoln Park
 Alan Baratz
D-Wave Quantum Inc.
October 14, 2022
Page 2
      will occur at prices below the then current trading price of your common
stock pursuant to
      the discounted price formula provided in the Purchase Agreement and
revise as
      appropriate.
D-Wave Systems Inc.'s Management's Discussion and Analysis of Financial
Condition and
Results of Operations
Liquidity and Capital Resources, page 104

3.    We note your response to prior comment 10 and revised disclosure on page
107 stating
      that "As previously disclosed, with respect to certain key metrics,
including revenue, we
      do not anticipate meeting the Transaction Forecasts due to a variety of
factors. . .". Your
      revisions suggest you are incorporating previously disclosed information
by reference, but
      you are not eligible to do so. Refer to the Staff Statement on Select
Issues Pertaining to
      Special Purpose Acquisition Companies published by the Division of
Corporation Finance
      on March 31, 2021. Please revise to include in your registration
statement the information
      and key metrics described as previously disclosed.
General

4.    We note your response to prior comment 4 and that pursuant to your side
letter agreement
      with the Public Sector Pension Investment Board (   PSP   ), PSP will
vote its shares in
      favor of the election of the directors that are nominated by the
Company's board or a duly
      authorized committee. It appears that by virtue of this agreement your
board will
      effectively control the nomination and voting power for the election of
directors. Please
      provide us your legal analysis as to why you are not a "Controlled
Company" pursuant to
      NYSE listing rules under this arrangement. Specifically, address whether
50% of the
      voting power for the election of directors is held by a "group."
      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
October 14, 2022 Page 2
cc:       Adam M. Givertz
FirstName LastName