EX-FILING FEES 2 exhibit107-sx3eloc.htm EX-FILING FEES Document
Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
D-Wave Quantum Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities and Carry Forward Securities
Newly Registered Securities
Security
Type
Security
Class Title
Fee
Calculation
or Carry
Forward
Rule
Amount
Registered
Proposed
Maximum
Offering
Price Per
Unit
Maximum
Aggregate
Offering
Price
Fee RateAmount 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
Fees to be PaidEquityCommon
Shares,
$0.0001 par
value
457(c)35,000,000
$2.03(1)
$71,050,0000.0001476$10,486.98
Fees Previously Paid
Total Offering Amounts$71,050,000$10,486.98
Total Fees Previously Paid$-
Total Fee Offsets
$775.97(2)
Net Fee Due$9,711.01
Table 2: Fee Offset Claims and Sources
Registrant or Filer NameForm or Filing TypeFile NumberInitial Filing DateFiling DateFee Offset ClaimedSecurity Type Associated with Fee Offset ClaimedSecurity Title Associated with Fee Offset ClaimedUnsold Securities Associated with Fee Offset ClaimedUnsold Aggregate Offering Amount Associated with Fee Offset ClaimedFee Paid with Fee Offset Source
Rule 457(p)
Fee Offset ClaimsD-Wave Quantum Inc.S-1333-269732February
13, 2023
$775.97
EquityCommon Shares, $0.0001 par
value
(2)$7,041,482.00
Fees Offset SourcesD-Wave Quantum Inc.S-1333-269732February
13, 2023
$4,358.41(2)
(1)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low prices of Common Shares as reported on March 27, 2024, which was approximately $2.03 per share.
(2)D-Wave Quantum Inc. (the “Registrant”) previously paid registration fees in the aggregate of $775.97 with respect to the Registration Statement on Form S-1, as amended (File No. 333-269732), which registered 35,000,000 Common Shares for a proposed maximum aggregate offering price of $39,550,000 (the “Prior Registration Statement”). The Prior Registration Statement was not fully used and 6,231,400 Common Shares were not sold, resulting in an unsold aggregate offering amount of $7,041,482. In accordance with Rule 457(p) under the Securities Act, the Registrant is using the unused filing fees to offset the filing fee payable in connection with this filing. The Registrant has terminated or completed any offerings that included the unsold securities under the Prior Registration Statement.