D-Wave Quantum Inc.

There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 14, 2025, with the exception of the risk factor discussed below.

We will no longer qualify as an “emerging growth company” or a “smaller reporting company” as of December 31, 2025 and, as a result, we will no longer be able to avail ourselves of certain reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies.

We are currently an “emerging growth company”, as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible for, and intend to take advantage of, certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including:

•the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act;

•the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements; and

•reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

In addition, Section 107 of the JOBS Act provides that an emerging growth company may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Therefore, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, until such time that we no longer qualify as an emerging growth company.

We are also currently a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act. Similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations, such as an ability to provide simplified executive compensation information and only two years of audited financial statements in an Annual Report on Form 10-K, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure. We may take advantage of certain of the scaled disclosures available to smaller reporting companies in our next annual report on Form 10-K for the period ending December 31, 2025.

Investors may find our securities less attractive to the extent that we rely on these exemptions, which may result in a less active trading market for the Common Shares and the price of the Common Shares may be more volatile.

We will be deemed a "large accelerated filer" under the Exchange Act as of December 31, 2025 because the market value of our Common Shares held by non-affiliates exceeded $700 million as of June 30, 2025. In addition, our fifth anniversary of the date of the first sale of common equity securities pursuant to an effective Securities Act registration statement will occur in October 2025. As a result, we will cease to qualify as an emerging growth company as of December 31, 2025, and as such, we will no longer be able to take advantage of any of the exemptions from various reporting requirements that are applicable to emerging growth companies effective as of December 31, 2025.

In addition, based on the market value of our Common Shares held by non-affiliates as of June 30, 2025, we will no longer be able to take advantage of any of the exemptions from various reporting requirements that are applicable to smaller reporting companies beginning with our quarterly report on Form 10-Q for the quarterly period ending March 31, 2026.

We expect that the loss of our emerging growth company and smaller reporting company statuses and compliance with various additional reporting requirements will increase our legal and financial compliance costs. If these additional reporting requirements divert the attention of our management and personnel from other business concerns, or if we fail to comply with these additional requirements in a timely manner, or at all, our business and results of operations could be harmed and the trading price of our Common Shares may decline.