<SEC-DOCUMENT>0000899243-22-027791.txt : 20220805
<SEC-HEADER>0000899243-22-027791.hdr.sgml : 20220805
<ACCEPTANCE-DATETIME>20220805150145
ACCESSION NUMBER:		0000899243-22-027791
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20220805
FILED AS OF DATE:		20220805
DATE AS OF CHANGE:		20220805

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			CDPM Sponsor Group, LLC
		CENTRAL INDEX KEY:			0001828143
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-41468
		FILM NUMBER:		221140373

	BUSINESS ADDRESS:	
		STREET 1:		382 NE 191 STREET
		STREET 2:		#24148
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33179
		BUSINESS PHONE:		305-857-5086

	MAIL ADDRESS:	
		STREET 1:		382 NE 191 STREET
		STREET 2:		#24148
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33179

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			D-Wave Quantum Inc.
		CENTRAL INDEX KEY:			0001907982
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		GREENBERG TRAURIG LLP
		STREET 2:		ONE VANDERBILT AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		(305) 579-0739

	MAIL ADDRESS:	
		STREET 1:		GREENBERG TRAURIG LLP
		STREET 2:		ONE VANDERBILT AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2022-08-05</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001907982</issuerCik>
        <issuerName>D-Wave Quantum Inc.</issuerName>
        <issuerTradingSymbol>QBTS</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001828143</rptOwnerCik>
            <rptOwnerName>CDPM Sponsor Group, LLC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>3033 BETA AVENUE</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>BURNABY</rptOwnerCity>
            <rptOwnerState>A1</rptOwnerState>
            <rptOwnerZipCode>V5G4M9</rptOwnerZipCode>
            <rptOwnerStateDescription>BRITISH COLUMBIA, CANADA</rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock, par value $0.0001 per share (&quot;Common Stock&quot;)</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>2768075</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Warrants</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>11.50</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <value>2022-09-05</value>
            </exerciseDate>
            <expirationDate>
                <value>2027-08-05</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Warrants to purchase Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>11633061</value>
                    <footnoteId id="F1"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">CDPM Sponsor Group, LLC (the &quot;Sponsor&quot;) is the record holder of such shares. Emil Michael is the manager of the Sponsor, and as such has voting and dispositive power over the securities held by the Sponsor and may be deemed to have beneficial ownership of such securities. Emil Michael disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.</footnote>
    </footnotes>

    <remarks>Exhibit List - Exhibit 24.1 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Emil Michael</signatureName>
        <signatureDate>2022-08-05</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24.1 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                               POWER OF ATTORNEY

      KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints each of (i) John M. Markovich, and (ii) Alan E. Baratz, signing
SINGLY, the undersigned's true and lawful attorney-in-fact to:

      (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director or holder of 10% or more of the registered
class of securities of D-Wave Quantum Inc. (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder;

      (2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such Form 3, 4 or
5, complete and execute any amendment or amendments thereto and timely file such
forms or amendments with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and

      (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact,
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

            This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

                                   * * * * *


      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 5th day of August 2022.

                                         CDPM SPONSOR GROUP, LLC

                                         By: /s/ Emil Michael
                                             -------------------------
                                             Name: Emil Michael



</PRE>
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</DOCUMENT>
</SEC-DOCUMENT>
