EX-FILING FEES 6 d393072dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

S-1

(Form Type)

D-Wave Quantum Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
    

Security

Type

 

Security

Class

Title

 

Fee

Calculation

or Carry

Forward

Rule

 

Amount

Registered (1)

 

Proposed

Maximum

Offering

Price Per

Unit (2)

 

Maximum

Aggregate

Offering

Price (2)

 

Fee

Rate

 

Amount of

Registration

Fee

 

Carry

Forward

Form

Type

 

Carry

Forward

File

Number

 

Carry

Forward

Initial

effective

date

 

Filing Fee

Previously

Paid In

Connection

with

Unsold

Securities

to be

Carried

Forward

 
Newly Registered Securities
                         
Fees to Be Paid   Equity  

Common

shares (3)

 

457(c),

(f)(1)

 

118,047,291

  $8.13   $959,724,475.83   0.0000927   $88,966.46          
                         
Fees to Be Paid   Equity   Warrants (4)(5)   457(i)   8,000,000                  
                         
Fees to Be Paid   Equity  

Common

shares

issuable on

exercise of

Warrants

(5)(6)

 

457(c),

(f)(1), (i)

  26,174,387   $11.99   $313,830,900.13   0.0000927   $29,092.13          
                   
    Total Offering Amounts      $1,273,555,375.96     $118,058.59          
                   
    Total Fees Previously Paid                   
                   
    Total Fee Offsets                   
                   
    Net Fee Due                $118,058.59                

 

(1)

All to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

In accordance with Rule 457(f)(1), Rule 457(c), and Rule 457(i), as applicable, based on (i) in respect of the shares of D-Wave Quantum Inc.’s (“D-Wave Quantum”) common stock, par value $0.0001 per share (“Common Shares”), the average of the high ($8.88) and low ($7.38) prices of the Common Shares on the New York Stock Exchange (“NYSE”) on August 23, 2022 and (ii) in respect of the Common Shares issuable upon the exercise of the warrants to the purchase Common Shares (“Warrants”), the sum of (x) the average of the high ($0.55) and low ($0.43) prices for the Warrants on the NYSE on August 23, 2022 and (y) the $11.50 exercise price of the Warrants. Pursuant to Rule 457(i), no separate fee is required for the registration of Warrants.

(3)

The number of shares of Common Shares being registered represents the sum of (A) 5,816,528 Common Shares purchased in a private placement (the “PIPE Financing”) in connection with the business combination (the “Transaction”) among, inter alia, D-Wave Quantum and DPCM Capital, Inc. (“DPCM”) pursuant to that certain transaction agreement (the “Transaction Agreement”) dated as of February 7, 2022, (B) 3,015,575 Common Shares issued to the initial stockholders of DPCM, including the Sponsor (as defined below), (C) 51,327,111 Common Shares issued to equityholders of D-Wave Systems Inc., (D) 48,409,641 Common Shares issuable for Exchangeable Shares (as defined in the Transaction Agreement) issued to former equityholders of D-Wave Systems Inc., (E) up to 6,589,154 Common Shares issuable upon the exercise of Company Options (as defined in the Transaction Agreement) and (F) up to 2,889,282 Common Shares issuable upon the exercise of Company Warrants (as defined in the Transaction Agreement).

(4)

Represents the resale of 8,000,000 warrants to purchase Common Shares (the “Former Private Warrants”) held by CDPM Sponsor Group, LLC (“Sponsor”) that were issued to Sponsor pursuant to the Transaction Agreement in exchange for warrants that were issued in a private placement to Sponsor in connection with DPCM’s initial public offering (the “DPCM IPO”) and that were previously exercisable for shares of DPCM Class A common stock.

(5)

Each Warrant is exercisable for 1.4541326 Common Shares.

(6)

Represents the issuance of (a) 14,541,326 Common Shares issuable upon the exercise of 10,000,000 warrants to purchase Common Shares that were issued pursuant to the Transaction Agreement in exchange for warrants that were issued in the DPCM IPO and that were previously exercisable for shares of DPCM Class A common stock and (b) 11,633,061 Common Shares issuable upon the exercise of the Former Private Warrants, based on the number of such warrants outstanding on August 5, 2022. In addition, represents the resale of 11,633,061 Common Shares issuable upon the exercise of the Former Private Warrants.