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                 April 9, 2024

       Diane Nguyen
       Chief Legal Officer
       D-Wave Quantum Inc.
       2650 East Bayshore Road,
       Palo Alto, CA 94303

                                                        Re: D-Wave Quantum Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed April 2, 2024
                                                            File No. 333-278447

       Dear Diane Nguyen:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.

             Please contact Aliya Ishmukhamedova at 202-551-7519 or Matthew
Derby at 202-551-
       3334 with any questions.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Technology
       cc:                                              Christina C. Russo