D-Wave Quantum Inc.

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board of Directors”) of D-Wave Quantum Inc. (the “Company”) of proxies to be voted at our annual meeting of stockholders to be held via live webcast on June 5, 2025 (the “Annual Meeting”), 9:00 a.m. Pacific Time, and at any continuation, postponement, or adjournment of the Annual Meeting.

Holders of record of shares of the Company’s common stock, par value $0.0001 (the “Common Shares”), as of the close of business on April 9, 2025 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting. As of the Record Date, there were 287,823,551 Common Shares outstanding and entitled to vote at the Annual Meeting. Each Common Share is entitled to one vote per share on any matters presented to stockholders at the Annual Meeting.

Holders of record of exchangeable shares (the “Exchangeable Shares”) of D-Wave Quantum Technologies Inc., an indirect subsidiary of the Company (“D-Wave Quantum Technologies”), as of the Record Date will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting. As of the Record Date, there were 3,527,852 Exchangeable Shares outstanding and entitled to vote at the Annual Meeting. Each Exchangeable Share is entitled to one vote per Exchangeable Share on any matters presented to stockholders at the Annual Meeting. Voting rights are exercised by Computershare Trust Company of Canada (the“Trustee”) via a share of our Special Voting Share pursuant to the terms of a Voting and Exchange Trust Agreement dated August 5, 2022 among us, DWSI Canada Holdings ULC, D-Wave Quantum Technologies Inc. and the Trustee (the“Voting and Exchange Trust Agreement”), unless a proxy is submitted.

On or about April 25, 2025, we will begin to mail to our stockholders and holders of Exchangeable Shares of record as of the close of business on the Record Date a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and the Company’s Annual Report to Stockholders for the year ended December 31, 2024 (the “2024 Annual Report”) and vote online.

Frequently Used Terms

Unless otherwise stated or unless the context otherwise requires, the terms “D-Wave Quantum”, “D-Wave”, “Company”, “we”, “us”, and “our” refer to D-Wave Quantum Inc., a Delaware corporation, together with its direct and indirect subsidiaries.

In addition, in this proxy statement:

“DPCM” means DPCM Capital, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of D-Wave Quantum Inc.

“DPCM Class A Common Stock” means the shares of DPCM’s Class A common stock, par value $0.0001 per share.

“DPCM Class B Common Stock” means the shares of DPCM’s Class B common stock, par value $0.0001 per share.

“DPCM IPO” means DPCM’s initial public offering, consummated on November 17, 2020, through the sale of 30,000,000 DPCM Units at $10.00 per DPCM Unit.

“DPCM Unit” means one share of DPCM Class A Common Stock and one-third of one warrant of DPCM, whereby each whole warrant entitled the holder thereof to purchase one share of DPCM Class A Common Stock at an exercise price of $11.50 per share of DPCM Class A Common Stock, sold in the DPCM IPO.

“D-Wave Option” means each option to purchase shares of common stock of D-Wave Systems.

“D-Wave Warrants” means the warrants exercisable for D-Wave Systems preferred stock that were outstanding immediately prior to the consummation of the Merger that became exercisable for Common Shares at the time the merger between DPCM and DWSI Holdings, Inc. became effective.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Founder Shares” means the 7,500,000 shares of DPCM Class B Common Stock that were owned by the Initial Stockholders prior to the Merger.

“Initial Stockholders” means the Sponsor and certain of DPCM’s former officers, directors and other special advisors.

“PIPE Financing” means the sale to the PIPE Investors of an aggregate number of Common Shares in exchange for an aggregate purchase price of $40.0 million pursuant to the PIPE Subscription Agreements.

“PIPE Investors” means persons that entered into subscription agreements to purchase Common Shares pursuant to the PIPE Subscription Agreements on or prior to the date of the Transaction Agreement, which included certain D-Wave Systems equityholders and certain Initial Stockholders.

“PIPE Subscription Agreements” means those certain subscription agreements executed by PIPE Investors on or before the date of the Transaction Agreement in connection with the PIPE Financing.

“Plan of Arrangement” means the statutory plan of arrangement under the Business Corporations Act(British Columbia) by which D-Wave Systems became a subsidiary of the Company with the shareholders of D-Wave Systems receiving, at their election, either Common Shares or Exchangeable Shares.

“Private Warrants” means the warrants held by the Sponsor that were issued to the Sponsor at the closing of the DPCM IPO, each of which was exercisable, at an exercise price of $11.50, for one share of DPCM Class A Common Stock, in accordance with its terms, prior to the consummation of the Merger.

“Registration Rights and Lock-Up Agreement” means that certain Registration Rights and Lock-Up Agreement, entered into among the Company, certain holders of DPCM Class B Common Stock, and certain stockholders of the Company pursuant to which shareholders were contractually restricted from selling or transferring any of their D-Wave securities until February 5, 2023.

“Registration Rights Holders” means certain former holders of DPCM Class B Common Stock, and certain former stockholders of the Company.

“SEC” means the United States Securities and Exchange Commission.

“Special Voting Share” means the special voting share in the capital of the Company, deposited with the Trustee, which, at any time, entitles the holder of record to that number of votes at meetings of holders of the Company’s Common Shares equal to the number of Exchangeable Shares outstanding at such time (excluding Exchangeable Shares held by the Company’s affiliates) multiplied by the exchangeable share exchange ratio pursuant to the Voting and Exchange Trust Agreement, and in respect of each beneficial holder of the Exchangeable Shares, rounded down to the nearest whole vote.

“Sponsor” means CDPM Sponsor Group, LLC, a Delaware limited liability company.

“Transaction” means the transactions contemplated by the Transaction Agreement, including, among other things, the DPCM Merger and the Arrangement (as defined below), whereby DPCM and D-Wave became subsidiaries of D-Wave Quantum.

“Warrants” means the warrants of D-Wave, which are exercisable for Common Shares.

Proposals

At the Annual Meeting, our stockholders will be asked:

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

Recommendations of the Board of Directors

The Board of Directors recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or the Internet, your Common Shares will be voted on your behalf as you direct. If not otherwise specified, the Common Shares represented by the proxies will be voted as follows, and the Board of Directors recommends that you vote:

If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

If you are a holder of Exchangeable Shares, your shares will be voted on your behalf by the Trustee as you direct, unless a proxy is submitted. If not otherwise specified, your voting rights will not be exercised by the Trustee. For additional information, see “What if I do not specify how my shares are to be voted?”and“How can I attend the Annual Meeting?”

Information About This Proxy Statement

Why you received this proxy statement. You are viewing or have received these proxy materials either because you are a Company stockholder and the Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting or because you are a holder of Exchangeable Shares and you have a right to direct the Trustee to vote at the Annual Meeting on your behalf. This proxy statement includes information that we are required to provide to you under the rules of the SEC and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, the Company is making this proxy statement and its 2024 Annual Report available to its stockholders and the Exchangeable Shareholders electronically via the Internet. On or about April 25, 2025, we mailed to our stockholders and the Exchangeable Shareholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2024 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2024 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.

Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card or voting instruction card included in the materials.

Householding. The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce expenses.

This year, a number of brokers with account holders who are our stockholders will likely be “householding” our proxy materials. A single Internet Notice will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If you participate in “householding,” then you will continue to receive separate proxy cards. If you prefer to receive multiple sets of disclosure documents at the same address this year or in future years, you should follow the instructions described below. Similarly, if your address is shared with another stockholder and both you and the other stockholder would like to receive only a single set of disclosure documents, you should follow the instructions below: