D-Wave Quantum Inc. — Interim / Quarterly Report 2025

May 8, 2025

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______

FORM 10-Q

______

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ and ___

Commission file number 001-41468

______

D-WAVE QUANTUM INC.

(Exact name of registrant as specified in its charter)

______

Delaware	88-1068854
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2650 East Bayshore Road , Palo Alto , California	94303
(Address of Principal Executive Offices)	(Zip Code)

( 604 ) 630-1428

Registrant's telephone number, including area code

(Former name, former address and former fiscal year, if changed since last report)

______

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	QBTS	New York Stock Exchange
Warrants, each whole warrant exercisable for 1.4541326 shares of common stock at an exercise price of $11.50	QBTS.WT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May 6, 2025, there were 288,674,120 outstanding shares of the registrant’s common stock, par value $0.0001 per share. In addition, there were 3,517,141 exchangeable shares outstanding as of May 6, 2025, which are convertible into shares of common stock on a one for one basis at any time for no consideration.

Table of Contents

Part I. Financial Information		Page — 3
Item 1.	D-Wave Quantum Inc. Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28
Part II. Other Information		28
Item 1.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Default Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	29
Item 6.	Exhibits, Financial Statement Schedules	30
Signatures		31

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q (this “Report”) may constitute “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Our forward-looking statements include, but are not limited to, statements regarding D-Wave Quantum’s and D-Wave Quantum’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “believe,” “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “trend,” “believe,” “estimate,” “predict,” “project,” “potential,” “seem,” “seek,” “future,” “outlook,” “forecast,” “projection,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. We caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, which are subject to a number of risks. Factors that might cause or contribute to a material difference include those risks discussed below and in Part I, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission (the "SEC”). You should not place undue reliance on these forward-looking statements in making an investment decision with respect to the securities offered under this Report. These forward-looking statements are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability regarding future performance, events or circumstances. Many of the factors affecting actual performance, events and circumstances are beyond the control of D-Wave Quantum. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. All forward-looking statements set forth in this Report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The following discussion should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto included in our most recent Annual Report on Form 10-K. These forward-looking statements are based on information available as of the date of this Report, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties and are not predictions of actual performance. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Part I - Financial Statements

D-Wave Quantum Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31,	December 31,
(In thousands, except share and per share data)	2025	2024
Assets
Current assets:
Cash and cash equivalents	$ 304,321	$ 177,980
Trade accounts receivable, net of allowance for doubtful accounts of $ 94 and $ 176	1,047	1,420
Inventories	1,702	1,686
Prepaid expenses and other current assets	3,795	3,954
Total current assets	310,865	185,040
Property and equipment, net	3,999	4,133
Operating lease right-of-use assets	7,084	7,261
Intangible assets, net	531	490
Other non-current assets, net	3,121	2,929
Total assets	$ 325,600	$ 199,853
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable	$ 1,021	$ 815
Accrued expenses and other current liabilities	6,556	8,784
Current portion of operating lease liabilities	1,525	1,512
Loans payable, net, current	348	348
Deferred revenue, current	5,549	18,686
Total current liabilities	14,999	30,145
Warrant liabilities	65,932	69,875
Operating lease liabilities, net of current portion	6,213	6,389
Loans payable, net, non-current	30,367	30,128
Deferred revenue, non-current	700	670
Total liabilities	118,211	137,207
Commitments and contingencies (Note 9)
Stockholders' equity:
Common stock, par value $ 0.0001 per share; 675,000,000 shares authorized at both March 31, 2025 and December 31, 2024; 291,351,403 shares and 266,595,867 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.	29	27
Additional paid-in capital	849,733	700,069
Accumulated deficit	( 632,361 )	( 626,940 )
Accumulated other comprehensive loss	( 10,012 )	( 10,510 )
Total stockholders' equity	207,389	62,646
Total liabilities and stockholders’ equity	$ 325,600	$ 199,853

The accompanying notes are an integral part of these condensed consolidated financial statements.

D-Wave Quantum Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands, except share and per share data)	2025	2024
Revenue	$ 15,001	$ 2,465
Cost of revenue	1,124	806
Total gross profit	13,877	1,659
Operating expenses:
Research and development	10,288	8,525
General and administrative	7,957	7,566
Sales and marketing	6,923	3,084
Total operating expenses	25,168	19,175
Loss from operations	( 11,291 )	( 17,516 )
Other income (expense), net:
Interest expense	( 226 )	( 1,140 )
Change in fair value of Term Loan	—	1,199
Gain on investment in marketable securities	—	1,660
Change in fair value of warrant liabilities	3,943	( 2,652 )
Other income (expense), net	2,153	1,137
Total other income (expense), net	5,870	204
Net loss	$ ( 5,421 )	$ ( 17,312 )
Net loss per share, basic and diluted	$ ( 0.02 )	$ ( 0.11 )
Weighted-average shares used in computing net loss per share, basic and diluted	286,420,374	161,308,490
Comprehensive loss:
Net loss	$ ( 5,421 )	$ ( 17,312 )
Foreign currency translation adjustment	498	47
Net comprehensive loss	$ ( 4,923 )	$ ( 17,265 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

D-Wave Quantum Inc.

Condensed Consolidated Statements of Stockholders’ Equity (deficit)

For the Three Months Ended March 31, 2025

(Unaudited)

	Common stock		Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Total stockholders' equity
(In thousands, except share data)	Shares	Amount
Balances at December 31, 2024	266,595,867	$ 27	$ 700,069	$ ( 626,940 )	$ ( 10,510 )	$ 62,646
Issuance of common stock in connection with the ATM agreement, net of issuance costs of $ 140	24,604,021	2	146,106	—	—	146,108
Issuance of common stock in connection with exercise of stock options and vesting of RSUs	151,121	—	23	—	—	23
Issuance of common stock in connection with exercise of warrants	394	—	6			6
Stock-based compensation	—	—	4,046	—	—	4,046
Tax withholding related to vesting of restricted stock units	—	—	( 517 )	—	—	( 517 )
Foreign currency translation adjustment, net of tax	—	—	—	—	498	498
Net loss	—	—	—	( 5,421 )	—	( 5,421 )
Balances at March 31, 2025	291,351,403	$ 29	$ 849,733	$ ( 632,361 )	$ ( 10,012 )	$ 207,389

The accompanying notes are an integral part of these condensed consolidated financial statements.

D-Wave Quantum Inc.

Condensed Consolidated Statements of Stockholders’ Equity (deficit)

For the Three Months Ended March 31, 2024

(Unaudited)

	Common stock		Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Total stockholders' deficit
(In thousands, except share data)	Shares	Amount
Balances at December 31, 2023	161,113,744	$ 16	$ 469,081	$ ( 483,061 )	$ ( 10,517 )	$ ( 24,481 )
Issuance of common stock under stock-based compensation plans	561,266	—	8			8
Stock-based compensation	—	—	5,515	—	—	5,515
Tax withholding related to vesting of restricted stock units	—	—	( 734 )	—	—	( 734 )
Foreign currency translation adjustment, net of tax	—	—	—	—	47	47
Net loss	—	—	—	( 17,312 )	—	( 17,312 )
Balances at March 31, 2024	161,675,010	$ 16	$ 473,870	$ ( 500,373 )	$ ( 10,470 )	$ ( 36,957 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

D-Wave Quantum Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)	Three Months Ended March 31, — 2025	2024
Cash flows from operating activities:
Net loss	$ ( 5,421 )	$ ( 17,312 )
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	376	229
Stock-based compensation	3,993	3,509
Amortization of operating right-of-use assets	177	199
Non-cash interest expense	188	1,093
Change in fair value of Warrant liabilities	( 3,943 )	2,652
Change in fair value of Term Loan	—	( 1,199 )
Gain on marketable securities	—	( 1,660 )
Unrealized foreign exchange loss (gain)	95	( 994 )
Other noncash items	267	—
Change in operating assets and liabilities:
Trade accounts receivable	360	( 42 )
Inventories	( 16 )	( 19 )
Prepaid expenses and other current assets	172	( 559 )
Trade accounts payable	229	( 538 )
Accrued expenses and other current liabilities	( 2,285 )	2,597
Deferred revenue	( 13,107 )	( 350 )
Operating lease liability	( 173 )	343
Other non-current assets, net	( 191 )	( 68 )
Net cash used in operating activities	( 19,279 )	( 12,119 )
Cash flows from investing activities:
Purchase of property and equipment	( 438 )	( 305 )
Purchase of convertible note (Note 4)	—	( 1,000 )
Sales of marketable equity securities (Note 4)	—	254
Expenditures for internal-use software	( 60 )	( 67 )
Purchase of software	—	( 87 )
Net cash used in investing activities	( 498 )	( 1,205 )
Cash flows from financing activities:
Proceeds from the issuance of common stock in at-the-market offerings, net of issuance costs of $ 140	146,108	—
Proceeds from the issuance of common stock upon exercise of stock options	23	8
Proceeds from the issuance of common stock upon exercise of warrants	6	—
Payment of tax withheld pursuant to stock-based compensation settlements	( 517 )	( 734 )
Net cash provided by (used in) financing activities	145,620	( 726 )
Effect of exchange rate changes on cash and cash equivalents	498	47
Net increase (decrease) in cash and cash equivalents	126,341	( 14,003 )
Cash and cash equivalents at beginning of period	177,980	41,307
Cash and cash equivalents at end of period	$ 304,321	$ 27,304
Supplemental disclosure of non-cash investing and financing activities:
Capitalized stock-based compensation	$ 53	$ —
Inventory applied to capital projects	$ —	$ 18
Operating lease right-of-use assets exchanged for new operating lease obligations	$ —	$ 365
Purchases of property and equipment included in accounts payable	$ —	$ 234
Bonus settled in vested share based compensation awards	$ —	$ 2,006

The accompanying notes are an integral part of these condensed consolidated financial statements.

D-Wave Quantum Inc.

Notes to Condensed Consolidated Financial Statements

1. DESCRIPTION OF BUSINESS

D-Wave Quantum Inc. ("D-Wave" or the “Company”) was incorporated as a corporation organized and existing under the General Corporation Law of the State of Delaware on January 24, 2022. The Company was formed for the purpose of effecting a merger between DPCM Capital, Inc. (“DPCM”), D-Wave Systems Inc. (“D-Wave Systems”), and certain other affiliated entities through a series of transactions (the “Merger”) pursuant to the definitive agreement entered into on February 7, 2022 (the “Transaction Agreement”). On August 5, 2022, in conjunction with the Merger, DPCM and D-Wave Systems became wholly-owned subsidiaries of, and are operated by, the Company. Upon the completion of the Merger, the Company succeeded to all of the operations of its predecessor, D-Wave Systems.

D-Wave is a commercial quantum computing company that provides customers with a full suite of professional services and web-based access to its superconducting quantum computer systems and integrated software environment through the Leap TM quantum cloud service. The Company also sells its superconducting quantum computer systems to customers. Historically, the Company has developed its own annealing superconducting quantum computer and associated software, and its current generation quantum system is the Advantage TM system.

D-Wave has three operating facilities, which it leases, in North America. These facilities are located in Burnaby, British Columbia, Richmond, British Columbia, and Palo Alto, California.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the United States Securities and Exchange Commission ("SEC"). In the opinion of the Company, the unaudited financial information for the interim periods presented reflects all adjustments, which are normal and recurring, necessary for a fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, and condensed consolidated statements of cash flows. Interim results should not be regarded as indicative of results that may be expected for any other period or the entire year.

The interim condensed consolidated financial statements included herein have been prepared on the same basis as the audited annual consolidated financial statements and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K as of and for the year ended December 31, 2024 filed with the SEC on March 14, 2025.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned su bsidiaries. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements upon consolidation.

Use of estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes as of the date of the condensed consolidated financial statements. The most significant estimates and assumptions are used in determining: (i) inputs used to recognize revenue over time relating to hours estimated to complete the remaining performance obligations, (ii) fair value of financial instruments, and (iii) long term revenue forecasts used in the accounting for the SIF Loan (see below and Note 6 for further information). These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts, and experience.

The Company’s accounting estimates and assumptions may change over time in response to risks and uncertainties, including uncertainty in the current economic environment due to inflation, tariffs, increased interest rates, various geopolitical conflicts, and any evolutions thereof. The change could be material in future periods. As of the date of issuance of these condensed consolidated financial statements, the Company is not aware of any specific event or circumstances that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. Actual results may differ from those estimates or assumptions.

Investment in securities

The Company holds investments in the equity securities of privately held companies, which are valued based on their original cost. Adjustments are made for observable price changes in orderly transactions involving identical or similar securities of the same issuer, as there are no quoted market prices available.

The Company also holds an investment in a convertible note (the "Note") of Zapata Computing, Inc. ("Zapata"). The Company accounted for the Note as a loan receivable pursuant to ASC 310, as the Note did not meet the definition of a security. On April 1, 2024, Zapata stock began trading on the Nasdaq Stock Market and as such became readily convertible to cash. The Company then bifurcated the conversion feature at fair value.

On October 11, 2024, Zapata announced that it was insolvent and would cease operations. Considering this and other financial information available prior to the balance sheet date, the Note was provisionally determined to be uncollectible, and the Company has recognized a credit loss provision for the entire balance owed of $ 1.0 million as of December 31, 2024. The charge was recorded within general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.

The Company is one of two senior-most secured creditors to Zapata. The Note is secured by substantially all of Zapata's assets, including cash accounts, accounts receivables, inventory, contract rights and general intangibles, intellectual property, and equipment, as set forth in the security agreements pertaining to the Note. A collateral agent is acting on behalf of the Company to manage, hold, and enforce any liens on the collateral granted by Zapata in favor of the Company to secure its obligations or liabilities under the Note and related security agreements. Any recoveries will be recognized when the fair value of the collateral accruing to the Company becomes determinable.

Sales of future revenues

On November 20, 2020, the Company entered into an agreement with the Canada Strategic Innovation Fund ("SIF"), wherein SIF committed to providing a conditionally repayable loan to the Company in the amount of up to C$ 40.0 million (the "SIF Loan"). The SIF Loan is conditionally repayable according to a revenue-based formula. See Note 6 - Loans payable, net for additional information concerning the SIF Loan.

The accounting treatment for the SIF Loan considers the "sale of future revenues" guidance promulgated by ASC 470-10-25. The debt arising from the SIF Loan was recorded at face value and will be amortized using the effective interest method, leading to the accrual of interest expenses over the estimated term of the SIF Loan. The amortization schedule is based on projected cash flows derived from the Company's long-term revenue forecast. Subsequent changes in forecasted cash flows will be accounted for under the catch-up method, which entails adjusting the accrued interest portion of the principal balance through earnings to reflect the currently projected effective interest rate. The liability is classified as non-current, as the current forecast indicates that repayments will not commence within the 12 months following the balance sheet date.

As the SIF Loan is originated through a government program, a market rate of interest is not imputed in accordance with the scope limitation provisions of ASC 835.

Fair value of financial instruments

Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

• Level 1—Quoted prices in active markets for identical assets or liabilities.

• Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. The Company did not transfer any assets or liabilities in or out of Level 3 during the three months ended March 31, 2025 or 2024.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2025 and indicates the place in the fair value hierarchy of the valuation inputs the Company utilized to determine each such fair value (in thousands):

Description	Level	As of March 31, 2025
Liabilities:
Warrant Liabilities – Public Warrants	1	$ 36,491
Warrant Liabilities – Private Placement Warrants	2	$ 29,441

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss.

For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrants was used as the fair value of the Warrants as of each relevant date. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 1 fair value measurements due to the use of an observable market quote in an active market. The subsequent measurements of the Private Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 fair value measurements due to the use of an observable market quote for the Public Warrants, which are considered to be a similar asset in an active market.

Recent accounting pronouncements issued and adopted

None.

Recent accounting pronouncements not yet adopted

Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about our effective tax rate reconciliation as well as information on income taxes paid. The new guidance will first be effective in our annual disclosures for the year ending December 31, 2025, and should be applied on a prospective basis with the option to apply retrospectively. Early adoption is permitted. We are in the process of assessing the impact of ASU 2023-09 on our disclosures.

Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Climate Disclosures

In March 2024, the U.S. Securities and Exchange Commission ("SEC") adopted new climate disclosure rules requiring public companies to report on material climate-related risks, greenhouse gas emissions (Scopes 1 and 2), climate-related targets, and the financial impacts of severe weather events. However, following multiple legal challenges, the SEC stayed the implementation of these rules in April 2024 pending judicial review.

On March 27, 2025, the SEC announced it would cease defending these climate disclosure rules in court, effectively withdrawing its support for their enforcement. While the rules technically remain in place, their future is uncertain as the litigation continues in the U.S. Court of Appeals for the Eighth Circuit (Iowa v. SEC, No. 24-1522).

Despite the federal uncertainty, several U.S. states and international jurisdictions have enacted or proposed their own climate disclosure requirements. For instance, California's SB 253 and SB 261 mandate certain companies to disclose greenhouse gas emissions and climate-related financial risks. Additionally, the European Union's Corporate Sustainability Reporting Directive imposes extensive climate-related disclosure obligations on companies operating within its member states.

The Company is actively monitoring these developments and evaluating the potential impact of state and international climate disclosure requirements on its operations and reporting obligations.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of revenue

Nature of Products and Services

The following table depicts the disaggregation of revenue by type of products or services and timing of transfer of products or services (in thousands):

	2025	2024
Type of products or services
System sales	$ 12,647	$ —
QCaaS	1,533	1,692
Professional services	777	639
Other revenue*	44	134
Total revenue	$ 15,001	$ 2,465
Timing of revenue recognition
Revenue recognized over time	$ 2,337	$ 2,405
Revenue recognized at a point in time	12,664	60
Total revenue	$ 15,001	$ 2,465

*Other revenue includes support and maintenance and printed circuit board sales.

Geographic Information

The following table presents a summary of revenue by geography for the three months ended March 31, 2025 and 2024, based on customer location (in thousands):

	2025	2024
Germany	$ 12,804	$ 723
United States	497	512
Japan	482	325
Canada	304	195
Other	915	710
Total revenue	$ 15,001	$ 2,465

"Other" includes the rest of Europe, the Middle East, Asia, Australia and Africa where the revenue from a single country is not greater than 10% of total consolidated revenue. The Company has not had any sales in China, Russia or Ukraine.

Significant customers

A significant customer is defined as one that comprises up to ten percent or more of total revenues in a particular year or ten percent of outstanding accounts receivable balance as of the period end.

The tables below present the significant customers on a percentage of total revenue basis for the three months ended March 31, 2025 and 2024.

	2025	2024
Customer A	85 %	18 %

As of each of March 31, 2025 and 2024, there were three significant customers that comprised ten percent or more of outstanding accounts receivable balances.

Contract balances

The following table provides information about account receivable, contract assets and liabilities as of March 31, 2025 and December 31, 2024 (in thousands):

	As of March 31, 2025	As of December 31, 2024
Trade accounts receivable and contract assets, net:
Trade accounts receivable, net of allowance for doubtful accounts and excluding unbilled receivables	$ 437	$ 867
Contract asset for unbilled receivables	610	553
Contract acquisition costs	365	174
Total contract assets	$ 1,412	$ 1,594
Contract liabilities:
Deferred revenue, current	$ 5,549	$ 18,686
Deferred revenue, non-current	700	670
Customer deposit 1	56	48
Total contract liabilities	$ 6,305	$ 19,404

1 Customer deposit is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets.

The allowance for credit losses related to trade accounts receivable was $ 0.1 million and $ 0.2 million as of March 31, 2025 and December 31, 2024. During the three months ended March 31, 2025 and 2024, the Company recorded immaterial write-offs of accounts receivable deemed uncollectible.

The revenue recognized in the condensed consolidated statements of operations and comprehensive loss that was included in the contract liability balance at the beginning of each period was $ 14.3 million and $ 1.4 million for the three months ended March 31, 2025 and 2024, respectively.

Changes in deferred revenue from contracts with customers were as follows (in thousands):

	Three Months Ended March 31, — 2025	2024
Balance at beginning of period	$ 19,356	$ 2,748
Deferral of revenue	1,894	2,113
Recognition of deferred revenue	( 15,001 )	( 2,463 )
Balance at end of period	$ 6,249	$ 2,398

Remaining performance obligations

A significant number of the Company’s product and service sales are short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC 606-10-50-14 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

As of March 31, 2025, the aggregate amount of remaining performance obligations that were unsatisfied or partially unsatisfied related to customer contracts was $ 6.4 million, of which approximately 80 % is expected to be recognized to revenue in the next 12 months, 93 % is expected to be recognized to revenue in the next two years, 96 % is expected to be recognized within three years . Revenues allocated to remaining performance obligations represents the transaction price of noncancellable orders for which service has not been performed, which include deferred revenue and the amounts that will be invoiced and recognized as revenues in future periods from open contracts and excludes unexercised renewals.

4. BALANCE SHEET DETAILS

Inventories

Inventories consisted of the following (in thousands):

	As of March 31, 2025	As of December 31, 2024
Raw materials	$ 1,688	$ 1,677
Work-in-process	14	9
Total inventories	$ 1,702	$ 1,686

Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	As of March 31, 2025	As of December 31, 2024
Prepaid services	$ 1,190	$ 977
Prepaid software	620	845
Prepaid insurance	623	382
Prepaid rent	156	156
Other	1,206	1,594
Total prepaid expenses and other current assets	$ 3,795	$ 3,954

Other non-current assets, net

Other non-current assets, net consisted of the following (in thousands):

	As of March 31, 2025	As of December 31, 2024
Investment in equity securities	$ 2,574	$ 2,574
Long-term deposits	182	181
Contract acquisition costs, net	365	174
Total	$ 3,121	$ 2,929

On January 5, 2024, one of the Company's equity investments was acquired by another entity and the transaction was determined to result in an observable price change in the equity security. Consequently, the carrying value of the Company's investment was adjusted based on the consideration received, resulting in a net gain of approximately $ 1.7 million, recorded in gain on investment in marketable equity securities on the condensed consolidated statements of operations and comprehensive loss during the three months ended March 31, 2025.

On February 8, 2024, the Company entered into a collaboration arrangement with Zapata to develop and bring to market commercial applications that combine generative AI and quantum computing technologies. As part of the collaboration, the Company purchased the Note with a principal amount of $ 1.0 million from Zapata. The Note matures on December 15, 2026, and bears interest at 15 % per annum. The Note is prepayable without penalty after December 15, 2025 or if the aggregate value of Zapata's convertible notes outstanding falls below $ 3.0 million. The Note was convertible into Zapata common stock at the Company's option at a conversion price of $ 8.50 , subject to adjustment for stock splits, recapitalizations, and other similar corporate transactions.

On April 1, 2024 the conversion feature associated with the Note was bifurcated from the debt host instrument in connection with the underlying stock becoming readily convertible to cash as the result of a de-SPAC transaction. As a result, the fair value of the conversion feature of $ 0.2 million was given separate recognition. During the year ended December 31, 2024, the fair value of the conversion feature was immaterial , resulting in a loss of $ 0.2 million recorded to gain on investment in marketable equity securities on the condensed consolidated statements of operations and comprehensive loss.

On October 11, 2024, Zapata announced that it was insolvent and would cease operations. Considering this and other financial information available prior to the balance sheet date, the Note was provisionally determined to be uncollectible, and the Company has recognized a credit loss provision for the entire balance owed of $ 1.0 million during the year ended December 31, 2024. The charge was recorded within general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. See Note 2 - Basis of Presentation and Summary of Significant Accounting Policies for additional discussion.

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	As of March 31, 2025	As of December 31, 2024
Accrued compensation and related benefits	$ 2,388	$ 5,499
Accrued professional services	1,907	529
Other accruals	2,261	2,756
Total accrued expenses and other current liabilities	$ 6,556	$ 8,784

5. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following (in thousands):

	As of March 31, 2025	As of December 31, 2024
Quantum computer systems	$ 13,781	$ 14,471
Lab equipment	7,025	6,862
Computer equipment	4,808	4,701
Leasehold improvements	2,208	1,889
Furniture and fixtures	393	381
Construction-in-progress	600	836
Total property and equipment	28,815	29,140
Less: Accumulated depreciation	( 24,816 )	( 25,007 )
Total property and equipment, net	$ 3,999	$ 4,133

Depreciation expense for the three months ended March 31, 2025 and 2024 was $ 0.3 million and $ 0.2 million , respectivel y.

6. LOANS PAYABLE, NET

As of March 31, 2025 and 2024, loans payable, net, consisted of the SIF Loan, the TPC loan (as defined below) and the Term Loan. The following tables show the component of loans payable (in thousands):

	Effective Interest Rate	As of March 31, 2025	As of December 31, 2024
Loans payable, net, current:
TPC Loan, current	Interest free	$ 348	$ 348
Total loans payable, net, current		$ 348	$ 348
Loans payable, net, non-current:
SIF Loan	Variable 1	$ 30,367	$ 30,128
Total loans payable, net, non-current		$ 30,367	$ 30,128

1 Refer below for additional information on the SIF Loan repayment period and effective interest rate.

TPC loan

During the period spanning 2010 through 2021, the Company received funding totaling C$ 12.5 million from Technology Partnerships Canada (the "TPC Loan"). On November 23, 2020 , an amendment forgave C$ 5.0 million of unpaid accrued debt principal and interest from prior years. Additionally, the amendment waived the interest charge on the remaining C$ 2.5 million of principal and revised the repayment schedule to C$ 0.5 million due annually on each April 30 through 2025.

The estimated fair value of the TPC Loan (Level 2) at March 31, 2025 was $ 0.3 million . The fair value of the TPC Loan was valued using a discounted cash flow model, with key inputs relating to terms, discount rate and expectations for defaults and prepayments.

As the TPC Loan is originated through a government program, a market rate of interest is not imputed in accordance with the scope limitations of ASC 835.

SIF Loan

On November 20, 2020, the Company entered into the SIF Loan. As of December 31, 2023, the Company had received the full C$ 40.0 million in eight tranches between November 2020 and December 2023. Funds from the SIF Loan were used for projects involving the adaptation of research findings for commercial applications that have the potential for market disruption; development of current product and services through the implementation of new or incremental technology that will enhance the Company’s competitive capability; and development of process improvements which reduce the environmental footprint of current production through the use of new or improved technologies.

Principal and interest amounts to be repaid under the SIF Loan are determined using a revenue-based formula, and are capped at 150 % of the principal amount (the "Repayment Cap"). Repayments are due in up to 15 annual installments, commencing on April 30 of the second fiscal year following the fiscal year in which the Company first reports annual revenue of at least $ 70.0 million (the "Benchmark Year"). If the Company fails to reach $ 70.0 million in annual revenue after 14 years from origination, or if the total of the 15 revenue-based annual installments is less than the principal amount, any remaining repayment obligation will be forgiven.

Repayments of the SIF Loan can also be triggered upon default of the agreement, termination of the agreement, or upon a change of control that has not been approved by the Canadian government. As of March 31, 2025, the Company is not aware of any events that would trigger default or termination of the agreement.

The gross proceeds of the SIF Loan were recorded as a liability related to the sale of future revenues (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policies ). As of March 31, 2025 and December 31, 2024, the Company calculated a weighted average effective interest rate for all tranches of 2.46 % and 2.46 %, respectively based on the most recent revenue projections at each reporting date.

The estimated fair value of the SIF Loan (Level 3) at March 31, 2025 was $ 8.9 million . The fair value of SIF Loan was valued using a discounted cash flow model, with significant assumptions relating to the amount and timing of future revenues and the appropriate discount rate.

Term Loan

On April 13, 2023, the Company entered into the Term Loan with PSPIB Unitas Investments II Inc. ("PSPIB"), a related party to the Company's largest shareholder. Under the Term Loan, term loans in aggregate principal amount of $ 50.0 million were to be made available to the Company in three tranches, subject to certain terms and conditions.

The Company fully repaid and extinguished the Term Loan on October 22, 2024, that included $ 30.0 million in principal and $ 4.3 million in accrued payable in kind ("PIK") interest. The Term Loan, originally set to mature on March 31, 2027, was secured by a first-priority security interest in substantially all of the Company's assets and included certain operational and financial covenants. It bore interest at either 10.0 % payable in cash or 11.0 % PIK, with the latter added to the principal balance. For the three months ended March 31, 2025 and 2024, the Company recognized zero and $ 0.9 million, respectively, in interest expense.

Throughout 2023 and 2024, multiple amendments were made to the Term Loan, including covenant waivers, modifications to prepayment requirements, and exemptions for certain share issuance proceeds. The sixth and final amendment, entered on April 16, 2024, provided temporary prepayment exemptions for up to $ 30.0 million in proceeds from share issuances, with an additional $ 20.0 million exempt from the 10 % prepayment premium.

With the full repayment of the Term Loan, the Company has no remaining obligations under this facility.

7. WARRANT LIABILITIES

Public and Private Warrants

In conjunction with the Merger, the Company assumed 10,000,000 DPCM public warrants (the "Public Warrants") and 8,000,000 DPCM private warrants (the "Private Warrants", collectively the "Warrants"). During the three months ended March 31, 2025, no Public Warrants or Private Warrants were exercised.

As of March 31, 2025, the Company has 17,916,258 Warrants outstanding. As part of the Merger, each DPCM Public Warrant and Private Warrant that was issued and outstanding immediately prior to the Merger was automatically and irrevocably converted into one warrant of the Company. The Warrants are subject to the terms and conditions of the warrant agreement entered into between DPCM, Continental Stock Transfer & Trust Company and the Company (the “Warrant Agreement Amendment” as specified in the Transaction Agreement).

Each such Warrant is exercisable at an exercise price of $ 11.50 for 1.4541326 Common Shares, or an approximate exercise price per Common Share of $ 7.91 , subject to adjustments. The Warrants may be exercised for a whole number of shares of the Company. No fractional shares will be issued upon exercise of the Warrants. The Warrants will expire on August 5, 2027, or earlier upon redemption or liquidation.

The Private Warrants are identical to the Public Warrants except that the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company may redeem the Public Warrants:

• in whole and not in part;

• at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Common Shares;

• if, and only if, the last reported sales price of the shares of the Common Shares for any twenty ( 20 ) trading days within the thirty ( 30 ) trading-day period ending on the third trading day prior to the date on which a notice of redemption is given equals or exceeds $ 10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalization and the like) (the "Reference Value");

• if the Reference Value is less than $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalization and the like), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and

• if, and only if, there is an effective registration statement covering the issuance of the Common Shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given, or an exemption from registration is available.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the Warrant Agreement Amendment. The exercise price and number of the Common Shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of the Common Shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants.

D-Wave Systems Warrant Transaction Agreements

In November 2020, contemporaneously with a revenue arrangement, D-Wave Systems entered into a contract pursuant to which D-Wave Systems agreed to cancel a previously issued warrant with a customer and replace it with a warrant to acquire up to 3,247,637 shares of its Class A Preferred Shares (the “Warrant Preferred Shares”), subject to certain vesting requirements. The warrant agreement was amended on August 5, 2022, contemporaneously with the closing of the Merger, to convert the Warrant Preferred Shares to a warrant to acquire up to 2,889,282 Common Shares of the Company in accordance with the Conversion Ratio of 0.889657 (the "Conversion Ratio") established in the Merger. The warrants vest based on various contractual milestones. The warrant agreement was terminated on November 28, 2022. As of the termination date of the agreement, approximately 40 % of the warrants had vested, resulting in warrants exercisable into 1,155,713 Common Shares remaining after the termination date. The vested warrants will remain exercisable for up to 1,155,713 Common Shares at an exercise price of $ 2.16 per Common Share until November 29, 2026. As of March 31, 2025, no additional Warrant Preferred Shares were vested and/or were probable of vesting.

8. STOCK-BASED COMPENSATION

2020 Equity Incentive Plan

In April 2020, the Board of Directors of D-Wave Systems approved the 2020 Equity Incentive Plan (the "2020 Plan") which provides for the grant of qualified incentive stock options ("ISO") and non-qualified stock options ("NSO"), restricted stock, RSU or other awards to the Company’s employees, officers, directors, advisors, and outside consultants. Following the Merger, awards outstanding under the 2020 Plan will continue to be governed by the 2020 Plan; however, the Company will not grant any further awards under the 2020 Plan.

2022 Equity Incentive Plan

On August 5, 2022, the shareholders approved the D-Wave Quantum Inc. 2022 Equity Incentive Plan (the “2022 Plan”), which became effective immediately upon the closing of the Merger. While the 2022 Plan allows for the issuance of awards with a service condition, a performance condition, a market condition, or some combination of the three, to date, the Company has only issued awards subject to a service condition. Awards issued under the 2022 Plan have vesting periods ranging from under 1 year to 4 years from the original grant date, and all awards issued to date under the 2022 Plan will expire 10 years from the original grant date.

Share-based compensation awards are settled by issuing new shares.

Common stock option activity

The following table summarizes the Company’s stock option activity during the periods presented (in thousands except share and per share data):

	Number of options	Weighted average exercise price ($)	Weighted average remaining contractual term (years)	Aggregate intrinsic value ($)
Outstanding as of December 31, 2024	10,984,738	1.67	6.64	75,270
Granted	—	—
Exercised	( 26,042 )	0.89
Forfeited and expired	( 5,829 )	0.85
Outstanding as of March 31, 2025	10,952,867	1.67	6.39	66,892
Options exercisable as of March 31, 2025	9,560,074	1.51	6.10	59,661
Options unvested as of March 31, 2025	1,392,793	2.72	8.38	7,230

Restricted stock unit awards

The following table summarizes the restricted stock unit ("RSU") activity and related information under the 2022 Plan (in thousands except share and per share data):

	Number of RSUs	Weighted average Grant Date Fair Value ($)
Unvested as of December 31, 2024	8,787,022	2.25
Granted	3,758,163	9.67
Forfeited and expired	( 65,524 )	3.16
Vested	( 1,236,719 )	1.82
Unvested as of March 31, 2025	11,242,942	4.77

Employee Stock Purchase Plan

During the three months ended March 31, 2025, zero shares of common shares were issued under the Employee Stock Purchase Plan.

Stock-based compensation expense

The following table summarizes the stock-based compensation expense classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

	2025	2024
Cost of revenue	$ 142	$ 175
Research and development	1,454	1,121
General and administrative	1,817	1,958
Sales and marketing	580	255
Total stock-based compensation	$ 3,993	$ 3,509

During the years ended March 31, 2025 and 2024, total compensation cost capitalized as part of property and equipment and intangible assets was $ 0.1 million and zero , respectively.

As of March 31, 2025, total unrecognized stock-based compensation cost, net of estimated forfeitures, related to our unvested stock awards was $ 51.8 million. This amount is based on an estimated future forfeiture rate of 2.34 % per year and will be recognized over a weighted-average period of approximately 3.69 years.

9. COMMITMENTS AND CONTINGENCIES

Lease obligations

The Company primarily enters into leases for office space that are classified as operating leases. During the three months ended March 31, 2025 and 2024 , total operating lease costs were $ 0.5 million and $ 0.5 million, respectively.

Litigation

From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims.

In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Company’s products, when used for their intended purposes, infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim.

As of March 31, 2025, the Company was not subject to any material litigation or pending litigation claims.

10. NET LOSS PER SHARE

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2025 and 2024 (in thousands, except share and per share data):

	Three Months Ended March 31, — 2025	2024
Numerator:
Net loss attributable to common stockholders - basic and diluted	$ ( 5,421 )	$ ( 17,312 )
Denominator:
Weighted-average common stock outstanding	286,420,374	161,308,490
Net loss per share attributable to common stockholders - basic and diluted	$ ( 0.02 )	$ ( 0.11 )

Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive.

Potentially dilutive securities (upon conversion) that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:

	Three Months Ended March 31, — 2025	2024
Public Warrants as converted to Common Shares (Note 7)	14,419,555	14,420,065
Private Warrants as converted to Common Shares (Note 7)	11,633,060	11,633,060
D-Wave Systems Warrant Shares as converted to Common Shares (Note 7)	1,155,713	1,155,713
Stock options issued and outstanding	10,952,867	13,100,076
Unvested restricted stock unit awards	11,242,942	10,460,244
Total	49,404,137	50,769,158

11. SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates as one operating segment managed on a consolidated basis. The financial information regularly reviewed by the Chief Operating Decision Maker ("CODM") is presented on the same basis as the Company's consolidated financial statements. The measure of profit or loss used by the CODM to allocate resources and assess performance is consolidated net loss. Significant expense categories are not presented, as the expense information regularly provided to the CODM is presented on the same basis as the consolidated statements of operations and comprehensive loss. The CODM relies on consolidated net loss as a comprehensive measure of the Company, considering all revenues and expenses, including cost of revenue, research and development expenses, general and administrative expenses and sales and marketing expenses, to assess the Company’s overall performance and inform strategic decisions on cost control, pricing and investments. Additionally, the CODM also reviews total assets to assess the Company's financial position and resource allocation. The CODM also reviews forward-looking expense information contained in budgets and operating plans to manage operations and allocate resources.

See the condensed consolidated financial statements and accompanying footnotes for consolidated net loss, total expenditures for additions to long-lived assets, total assets and other financial information regarding the Company’s single operating segment. See Note 3 - Revenue from contracts with customers for additional information about revenue by geography.

The following table sets forth the long-lived assets, consisting of property and plant, net, and operating lease right-of-use assets, by geographic area as follows (in thousands):

	As of March 31, 2025	As of December 31, 2024
Canada	$ 10,682	$ 11,005
United States	330	381
Other	71	8
Total long-lived assets	$ 11,083	$ 11,394

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to assist you in understanding our present business and the results of operations together with our present financial condition. This section should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes contained in Part I, Item I of this Quarterly Report on Form 10-Q (this "Report"), as well as our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 14, 2025. In this section, unless otherwise specified, the terms “we”, “our”, “us”, D-Wave" or the "Company" refer to D-Wave Quantum Inc. and its subsidiaries following the closing of the merger between DPCM Capital, Inc. ("DPCM"), D-Wave Systems Inc., and certain other affiliated entities through a series of transactions (the "Merger") on August 5, 2022 (the "Closing") while "D-Wave Systems" refers to D-Wave Systems Inc. prior to the Closing. All other capitalized terms have the meanings ascribed thereto elsewhere in this Report. All dollar amounts are expressed in thousands of United States dollars (“$”), unless otherwise indicated.

Overview

We are a commercial quantum computing company that provides customers with a full suite of professional services and web-based access to our superconducting quantum computer systems, integrated software environment through our Leap TM quantum cloud service, and sells superconducting annealing quantum computer systems. Historically, we have developed our own annealing superconducting quantum computer and associated software, and our current generation quantum system is the D-Wave Advantage TM system. We are a leader in the development and delivery of quantum computing systems, software and services, and we are the world’s first commercial supplier of quantum computers.

Our business model is focused on generating revenue from providing customers access to our quantum computing systems via the cloud in the form of quantum computing as a service ("QCaaS") products, from providing professional services wherein we assist our customers in identifying and implementing quantum computing applications, as well as selling our quantum computer systems to customers. We have three operating facilities, which we lease, in North America. These facilities are located in Burnaby, British Columbia, Richmond, British Columbia, and Palo Alto, California.

During the three months ended March 31, 2025 and 2024, we generated revenue totaling $15.0 million and $2.5 million, respectively. We have incurred significant operating losses since inception. For the three months ended March 31, 2025 and 2024, our net losses were $5.4 million and $17.3 million, respectively. We expect to continue to incur significant losses for the foreseeable future as we continue to invest in a number of research and development programs as well as a variety of go-to-market initiatives. As of March 31, 2025, we had an accumulated deficit of $632.4 million.

Macroeconomic Environment

Unfavorable conditions in the economy in the United States, Canada and abroad, including conditions resulting from changes in inflationary pressure, gross domestic product growth, financial and credit market fluctuations, banking collapses and related uncertainty, international trade relations, political turmoil, natural catastrophes, outbreaks of contagious diseases, warfare and terrorist attacks on the United States, Europe or elsewhere, including military actions affecting Russia, Ukraine, Israel or elsewhere, could cause a decrease in business investments in our products and negatively affect the growth of our business and our results of operations. However, to date, these unfavorable conditions have not affected our business.

Key Components of Results of Operations

Revenue

We currently generate our revenue primarily through subscription sales to access our QCaaS cloud platform and professional services related to the development and implementation of quantum computing applications and delivery of quantum computing application training. The Company also sells its superconducting quantum computer systems to customers. QCaaS revenue is recognized on a ratable basis over the contract term, which generally ranges from one month to two years. Professional services revenue is recognized over time on a percentage of completion basis using the costs incurred input measure of progress.

Revenue from quantum computing system sales is recognized at a point in time when control transfers to the customer, typically upon delivery or installation, based on the terms of the sales contract.

We expect that QCaaS revenue, as a percentage of total revenue, will increase due to an increasing number of QCaaS agreements being driven by the completion of professional services engagements yielding production applications that require QCaaS services, as well as by customers that choose to access our Leap cloud service without utilizing our professional services organization. Quantum computing system revenue may have an outsized impact on our revenue and shift our product mix during the period when such revenue is recognized, though this revenue is expected to be irregular and intermittent.

Cost of Revenue

Our cost of revenue consists of all direct and indirect expenses related to providing our QCaaS offering and delivering our professional services, such as personnel-related expenses, including stock-based compensation, costs associated with maintaining the cloud platform on which we provide the QCaaS product and depreciation and amortization related to our quantum computing systems and related software.

Cost of revenue for quantum computing systems includes direct manufacturing costs, such as materials and labor for system production, as well as expenses related to installation, warranty, and support. Additionally, it includes shipping and handling costs associated with delivering the systems. These costs are also expensed as incurred.

We expect our total cost of revenue to trend upward in absolute dollars in future periods, corresponding to our anticipated growth in revenue and the higher costs that are necessary to support our customers, maintain the QCaaS cloud offering, operate our quantum computing systems, and deliver our professional services. We expect our cost of revenue as a percentage of total revenue to trend downward over time due to a higher mix of QCaaS revenue that has a lower cost to deliver compared to professional service revenue.

Operating Expenses

Our operating expenses consist of research and development, general and administrative, and sales and marketing expenses.

Research and Development

Research and development expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation for personnel, fabrication costs, lab supplies, and cloud computing resources and allocated facility costs for our research and development functions. Unlike a standard computer, design and development efforts continue throughout the useful life of our quantum computing systems to ensure proper calibration and optimal functionality. Research and development expenses also include purchased hardware components, fabrication and software costs related to quantum computing systems constructed for research purposes that do not have a high probability of providing near-term future economic benefits, and may have no alternate future use. We currently do not capitalize any research and development expenses.

We expect our research and development expenses will trend upward on an absolute dollar basis for the foreseeable future as we continue to invest in research and development efforts to enhance the performance of our annealing quantum computers, to complete the development of our gate model quantum computer, and to broaden the functionality, improve the reliability, availability and scalability of our QCaaS cloud platform. If in the future we receive government grants and research incentives, which have historically offset a portion of research and development costs, these costs could decrease in absolute dollars. Also, non-cash share based compensation expenses may cause downward fluctuations in these costs from time to time.

General and Administrative

General and administrative expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation for personnel and outside professional services expenses including legal, audit and accounting services, insurance, other administrative expenses and allocated facility costs for our administrative functions.

We expect our general and administrative expenses to increase in absolute dollars for the foreseeable future as we continue to invest in more comprehensive compliance and governance functions, increased IT security and compliance, and expanded internal controls over financial reporting in accordance with the Sarbanes-Oxley Act of 2002. However, non-cash stock-based compensation expenses may cause upward and downward fluctuations in these costs from time to time.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation for personnel, direct advertising, marketing and promotional material costs, sales commission expense, consulting fees and allocated facility costs for our sales and marketing functions. We intend to continue to make significant investments in our sales and marketing organization to drive additional revenue, expand our global customer base, and broaden our brand awareness. We expect our sales and marketing expenses to continue to increase in absolute dollars for the foreseeable future. However, non-cash stock-based compensation expenses may cause upward and downward fluctuations in these costs from time to time.

Results of Operations

The following table sets forth our results of operations for the periods indicated (in thousands):

(In thousands, except share and per share data)	Three Months Ended March 31, — 2025	2024	Variance — Amount	%
Revenue	$ 15,001	$ 2,465	$ 12,536	509 %
Cost of revenue	1,124	806	318	39 %
Total gross profit	13,877	1,659	12,218	736 %
Operating expenses:
Research and development	10,288	8,525	1,763	21 %
General and administrative	7,957	7,566	391	5 %
Sales and marketing	6,923	3,084	3,839	124 %
Total operating expenses	25,168	19,175	5,993	31 %
Loss from operations	(11,291)	(17,516)	6,225	(36) %
Other income (expense), net:
Interest expense	(226)	(1,140)	914	(80) %
Change in fair value of Term Loan	—	1,199	(1,199)	(100) %
Gain on investment in marketable securities	—	1,660	(1,660)	(100) %
Change in fair value of warrant liabilities	3,943	(2,652)	6,595	(249) %
Other income (expense), net	2,153	1,137	1,016	89 %
Total other income (expense), net	5,870	204	5,666	2,777 %
Net loss	$ (5,421)	$ (17,312)	$ 11,891	(69) %
Foreign currency translation adjustment	498	47	451	960 %
Net comprehensive loss	$ (4,923)	$ (17,265)	$ 12,342	(71) %

Revenue

Revenue increased by $12.5 million, or 509%, to $15.0 million for the three months ended March 31, 2025 as compared to $2.5 million for the three months ended March 31, 2024. The increase was primarily driven by system sales of $12.6 million. QCaaS and professional service revenue remained consistent to the prior year.

Cost of Revenue

Cost of revenue increased by $0.3 million, or 39%, to $1.1 million for the three months ended March 31, 2025 as compared to $0.8 million for the three months ended March 31, 2024. The increase in cost of revenue was primarily due to system sales-related costs.

Operating Expenses

Research and Development Expenses

Research and development expenses increased by $1.8 million, or 21%, to $10.3 million for the three months ended March 31, 2025 compared to $8.5 million for the three months ended March 31, 2024. The increase was primarily driven by an increase in personnel costs of $0.7 million, fabrication costs of $0.4 million and stock-based compensation expense of $0.3 million.

General and Administrative Expenses

General and administrative expenses increased by $0.4 million, or 5%, to $8.0 million for the three months ended March 31, 2025 as compared to $7.6 million for the three months ended March 31, 2024. The increase was primarily driven by increases in professional fees of $0.3 million and personnel expenses of $0.3 million, partially offset by a decrease in insurance expense of $0.2 million.

Sales and Marketing Expenses

Sales and marketing expenses increased by $3.8 million, or 124%, to $6.9 million for the three months ended March 31, 2025 as compared to $3.1 million for the three months ended March 31, 2024. The increase was primarily driven by increases in personnel costs of $2.1 million, marketing expenses of $1.1 million and stock-based compensation expense of $0.3 million.

Other Income (Expense), net

Interest Expense

Interest expense decreased by $0.9 million, or 80%, to $0.2 million for the three months ended March 31, 2025 as compared to $1.1 million for the three months ended March 31, 2024. The decrease is primarily due to interest expenses related to the Term Loan and Security Agreement ("Term Loan") with PSPIB Unitas Investments II Inc. ("PSPIB" or the "Lender"). The Company fully repaid and extinguished the Term Loan on October 22, 2024, including $30.0 million in principal and $4.3 million in accrued payable in kind ("PIK") interest. Refer to Note 6 - Loans payable, net to the accompanying condensed consolidated financial statements for further details.

Change in fair value of Term Loan

Change in fair value of Term Loan was zero for the three months ended March 31, 2025 as compared to $1.2 million for the three months ended March 31, 2024. On April 13, 2023, the Company entered into a Term Loan with PSPIB. The Company opted for the fair value option for accounting for the Term Loan (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policies to the accompanying condensed consolidated financial statements ). Changes in the fair value of the Term Loan, excluding changes due to the Company's own credit risk, were recorded as gains or losses in the Company’s condensed consolidated statements of operations and comprehensive loss in each reporting period. The fair value of the Term Loan varied primarily based on the market yield rate, market yield volatility and the probabilities of various settlement scenarios. The Company fully repaid and extinguished the Term Loan on October 22, 2024; as a result, no fair value change was recorded for the three months ended March 31, 2025.

Gain on investment in marketable equity securities

Gain on investment in marketable equity securities decreased by $1.7 million for the three months ended March 31, 2025 as compared to $1.7 million for the three months ended March 31, 2024. On January 5, 2024, an investee of the Company was acquired for a combination of cash and stock in an observable orderly transaction. Consequently, the carrying value of the Company's investment was adjusted based on the consideration received, resulting in a net gain of $1.7 million, partially offset by a loss associated with the fair value of the conversion feature of the Zapata Note. There was no similar activity for the three months ended March 31, 2025.

Change in fair value of warrant liabilities

The fair value of warrant liabilities decreased to $3.9 million for the three months ended March 31, 2025 as compared to an increase of $2.7 million for the three months ended March 31, 2024. The fair value of the warrant liabilities varies primarily with the trading price of the Public Warrants listed on the New York Stock Exchange (see Note 2 - Basis of Presentation and Summary of Significant Accounting Policies and Note 7 - Warrant Liabilities to the accompanying condensed consolidated financial statements). As the trading price of the Public Warrants declined during the three months ended March 31, 2025, generally in correlation with the trading price of the Company’s common stock, the fair value of the warrant liabilities also decreased.

Other income (expense), net

Other income (expense), net increased by $1.0 million or 89%, to a net other income of $2.2 million for the three months ended March 31, 2025 as compared to net other expense of $1.1 million for the three months ended March 31, 2024. The increase was primarily driven by an increase in interest income of $2.8 million due primarily to interest earned on higher cash and cash equivalent balances, partially offset by the impact of net foreign exchange loss of $1.8 million driven by depreciation of the U.S. Dollar against certain foreign currencies.

Liquidity and Capital Resources

Lincoln Park Purchase Agreement

In conjunction with the Merger with DPCM, the Company and D-Wave Systems entered into a purchase agreement with Lincoln Park Capital Fund, LLC on June 16, 2022 (the "Purchase Agreement") which provides D-Wave the sole right, but not the obligation, to direct Lincoln Park to buy specified dollar amounts up to $150 million of D-Wave's common stock, par value $0.0001 per share through November 1, 2025 . The Purchase Agreement may provide the Company and D-Wave with additional liquidity to fund the business, subject to the conditions set forth in the agreement, including volume limitations tied to periodic market prices, ownership limitations restricting Lincoln Park from owning more than 9.9% of the then total outstanding share of common stock of the Company, par value $0.0001, (the "Common Shares") and a floor price of $1.00 at or below which the Company may not sell to Lincoln Park any Common Shares. When the Company sells shares to Lincoln Park, Lincoln Park may resell all, some, or none of those Common Shares at any time or from time to time in its sole discretion. In order for the Company to issue Common Shares under the Purchase Agreement, the Company's share price must be above the floor price of $1.00. There is no assurance that the floor price will not fall below $1.00 preventing the Company from being able to make sales to Lincoln Park in the future. During the three months ended March 31, 2025, the Company did not issue any Common Shares to Lincoln Park under the Purchase Agreement. As of March 31, 2025, D-Wave had $37.8 million of issuance capacity under the Purchase Agreement.

At-the-Market Offerings

On May 24, 2024, the Company entered into an at-the-market sales agreement (the "$100M ATM") with Needham & Company, LLC, B. Riley Securities, Inc., and Roth Capital Partners, LLC (the "$100M ATM Agents"). Under this agreement, the Company could sell shares of its common stock with an aggregate offering price of up to $100.0 million through or to the $100M ATM Agents. During the year ended December 31, 2024, the Company has received $97.2 million in net proceeds through the issuance of 49,812,287 Common Shares. As of March 31, 2025, D-Wave had zero issuance capacity under the $100M ATM.

On December 9, 2024, the Company entered into a new at-the-market sales agreement (the "$75M ATM") with Needham & Company, LLC, Roth Capital Partners, LLC, B. Riley Securities, Inc., and Craig-Hallum Capital Group, LLC (the "$75M ATM Agents"). Under this agreement, the Company could sell shares of its common stock with an aggregate offering price of up to $75.0 million through or to the $75M ATM Agents. During the year ended December 31, 2024, the Company has received $72.9 million in net proceeds through the issuance of 15,576,628 Common Shares. As of March 31, 2025, D-Wave had zero issuance capacity under the $75M ATM.

On January 10, 2025, the Company entered into another at-the-market sales agreement (the "$150M ATM") with Needham & Company, LLC, Stifel, Nicolaus & Company, Incorporated, B. Riley Securities, Inc., Roth Capital Partners, LLC, The Benchmark Company, LLC, and Craig-Hallum Capital Group, LLC (the "$150M ATM Agents"). Under this agreement, the Company could sell shares of its common stock with an aggregate offering price of up to $150.0 million through or to the $150M ATM Agents. As of March 31, 2025, the Company has received $146.1 million in net proceeds through the issuance of 24,604,021 Common Shares. As of March 31, 2025, D-Wave had zero issuance capacity under the $150M ATM.

Sales under these agreements are classified as "at-the-market" equity offerings under Rule 415(a)(4) of the Securities Act and may be conducted on the NYSE or other trading platforms. The $100M ATM Agents, $75M ATM Agents and $150M ATM Agents (collectively, the "Agents") used commercially reasonable efforts to sell shares based on the Company’s instructions. The compensation to the Agents was up to 3.0% of the gross sales price, along with expense reimbursements. The Company has also agreed to provide indemnification against certain liabilities under the Securities Act.

The Company was not obligated to sell shares under these agreements. Each agreement could have been terminated by: (a) the election of the Agents upon the occurrence of certain adverse events, (b) five business days’ advance notice from the Company to the Agents or five days’ advance notice from any of the Agents to the Company or (c) otherwise by mutual agreement of the parties pursuant to the terms of the various sales agreements.

Repayment of the Term Loan

In addition, we successfully repaid a significant portion of our outstanding debt obligations, including the Term Loan with PSPIB, a related party to a major shareholder of the Company as of December 31, 2024, that was initially entered into on April 13, 2023 (the "Closing Date"). The Term Loan, outlined in Note 6 - Loans payable, net to the condensed consolidated financial statements, provided for $50.0 million in three tranches, subject to certain terms and conditions. The Company drew down two tranches totaling $30.0 million and, on October 22, 2024, the Company had prepaid the entire the Term Loan, including $30.0 million in principal and $4.3 million in accrued PIK interest.

Cash Flows

The following table sets forth our cash flows for the periods indicated (in thousands):

	Three Months Ended March 31, — 2025	2024
Net cash provided by (used in):
Operating Activities	$ (19,279)	$ (12,119)
Investing Activities	(498)	(1,205)
Financing Activities	145,620	(726)
Effect of exchange rate changes on cash and cash equivalents	498	47
Net increase (decrease) in cash and cash equivalents	$ 126,341	$ (14,003)

Cash Flows Used in Operating Activities

Our cash flows from operating activities are significantly affected by the growth of our business, and are primarily related to research and development, sales and marketing and general and administrative activities. Our operating cash flows are also affected by our working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable, accounts receivable and other current assets and liabilities.

For the three months ended March 31, 2025, net cash used in operating activities was $19.3 million, an increase of $7.2 million from $12.1 million for the three months ended March 31, 2024. The change is primarily due to a decrease in noncash items added back to net loss of $2.7 million and a decrease in cash absorbed by working capital of $16.4 million (primarily related to recognition of deferred revenue), offset by a decrease in net loss of $11.9 million. The decrease in noncash items was primarily due to a decrease in change in fair value of warrant liabilities of $6.6 million and a decrease in non-cash interest expense of $0.9 million, partially offset by a decrease in a gain on marketable securities of $1.7 million, an increase in change in fair value of Term Loan of $1.2 million, a decrease in unrealized foreign exchange gain of $1.1 million. The decrease in working capital was primarily driven by an increased change in deferred revenue of $12.8 million and a decreased change in accrued expenses and other current liabilities of $4.9 million, partially offset by a decreased change in trade accounts payable of $0.8 million.

Cash Flows Used in Investing Activities

Net cash used in investing activities during the three months ended March 31, 2025 was $0.5 million, a decrease of $0.7 million from $1.2 million for the three months ended March 31, 2024. The decrease primarily reflects the absence of a $1.0 million purchase of a convertible note and $0.3 million in proceeds from sales of marketable equity securities, both of which occurred during the three months ended March 31, 2024, but not in the current period.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities during the three months ended March 31, 2025 was $145.6 million, an increase of $146.3 million from $(0.7) million for the three months ended March 31, 2024. The increase is primarily due to an increase in proceeds from the issuance of common stock pursuant to the $150M ATM of $146.1 million.

Contractual Obligations and Commitments

As of March 31, 2025, there have been no material changes with regard to contractual obligations from those disclosed in our "Management's Discussion and Analysis on Financial Condition and Results of Operations—Contractual Obligations and Commitments" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Critical Accounting Estimates

There have been no material changes to our critical accounting policies from those disclosed in our " Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates " in our Annual Report on Form 10-K for the year ended December 31, 2024 .

Recently Issued and Adopted Accounting Standards

A discussion of recent accounting pronouncements issued and adopted is included in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements included elsewhere in this Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to Smaller Reporting Companies.

Item 4. Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2025, our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act was recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information was accumulated and communicated to our management to allow timely decisions regarding required disclosure. Accordingly, we believe that the consolidated financial statements included in this Form 10-Q do fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), during the three months ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II

Item 1. Legal Proceedings

From time to time, we may become involved in legal proceedings arising in the ordinary course of business. There are currently no pending or threatened legal proceedings or claims against us that, in our opinion, are likely to have a material adverse effect on our business, operating results, financial condition or cash flows. Defending such proceedings is costly and can impose a significant burden on management and team members. The results of any future litigation cannot be predicted with certainty, but regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors

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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended March 31, 2025, none of the Company’s directors or officers adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as such terms are defined under Item 408 of Regulation S-K.

Item 6. Exhibits and Financial Statement Schedules

Exhibit No.	Description — Filer
10.1*	Amendment to the Warrant Agreement, dated as of March 11, 2025 , by and between D-Wave Quantum Inc. , Computershare Inc. and Equiniti Trust Company, LLC .
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

• Filed herewith.

** Furnished with this report in accordance with Item 601(b)(32) of Regulation S-K, this exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ John M. Markovich
John M. Markovich
Chief Financial Officer
(Principal Financial and Accounting Officer)