SC 13G 1 D-Wave_LegalConfirmed.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* D-WAVE QUANTUM INC ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.0001 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 26740W109 -------------------------------------------- (CUSIP Number) August 5, 2022 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [] Rule 13d-1(b) [X] Rule 13d-1(c) [] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 25 ----------------------- CUSIP No. 26740W109 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person THE GOLDMAN SACHS GROUP, INC. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 9,306,853 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 9,306,853 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,306,853 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 8.3 %* ------------------------------------------------------------------------------ 12. Type of Reporting Person HC-CO ------------------------------------------------------------------------------ *The calculation of the percentage of outstanding shares is based on the aggregate of : (i) 63,096,354 shares of Common Stock outstanding as of November 10, 2022 and (ii) 48,409,641 exchangeable shares outstanding as of November 10, 2022, which are convertible into shares of Common Stock on a one for one basis at any time for no consideration, in each case, as disclosed on the cover page of the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 10, 2022 (the "Form 10-Q"). Page 2 of 25 ----------------------- CUSIP No. 26740W109 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GOLDMAN SACHS & CO. LLC ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization New York ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 9,306,853 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 9,306,853 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,306,853 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 8.3 %* ------------------------------------------------------------------------------ 12. Type of Reporting Person BD-OO-IA ------------------------------------------------------------------------------ *The calculation of the percentage of outstanding shares is based on: (i) 63,096,354 shares of Common Stock outstanding as of November 10, 2022 and (ii) 48,409,641 exchangeable shares outstanding as of November 10, 2022, which are convertible into shares of Common Stock on a one for one basis at any time for no consideration, in each case, as disclosed on the cover page of the Form 10-Q. Page 3 of 25 ----------------------- CUSIP No. 26740W109 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 7,234,875 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 7,234,875 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,234,875 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 6.5 %* ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ *The calculation of the percentage of outstanding shares is based on: (i) 63,096,354 shares of Common Stock outstanding as of November 10, 2022 and (ii) 48,409,641 exchangeable shares outstanding as of November 10, 2022, which are convertible into shares of Common Stock on a one for one basis at any time for no consideration, in each case, as disclosed on the cover page of the Form 10-Q. Page 4 of 25 ----------------------- CUSIP No. 26740W109 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person 2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Cayman Islands ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 174,351 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 174,351 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 174,351 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.2 %* ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ *The calculation of the percentage of outstanding shares is based on: (i) 63,096,354 shares of Common Stock outstanding as of November 10, 2022 and (ii) 48,409,641 exchangeable shares outstanding as of November 10, 2022, which are convertible into shares of Common Stock on a one for one basis at any time for no consideration, in each case, as disclosed on the cover page of the Form 10-Q. Page 5 of 25 ----------------------- CUSIP No. 26740W109 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person BRIDGE STREET 2014, L.P. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 294,912 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 294,912 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 294,912 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.3 %* ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ *The calculation of the percentage of outstanding shares is based on: (i) 63,096,354 shares of Common Stock outstanding as of November 10, 2022 and (ii) 48,409,641 exchangeable shares outstanding as of November 10, 2022, which are convertible into shares of Common Stock on a one for one basis at any time for no consideration, in each case, as disclosed on the cover page of the Form 10-Q. Page 6 of 25 ----------------------- CUSIP No. 26740W109 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person MBD 2014, L.P. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 97,147 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 97,147 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 97,147 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 %* ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ *The calculation of the percentage of outstanding shares is based on: (i) 63,096,354 shares of Common Stock outstanding as of November 10, 2022 and (ii) 48,409,641 exchangeable shares outstanding as of November 10, 2022, which are convertible into shares of Common Stock on a one for one basis at any time for no consideration, in each case, as disclosed on the cover page of the Form 10-Q. Page 7 of 25 ----------------------- CUSIP No. 26740W109 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person STONE STREET 2014 HOLDINGS, L.P. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Cayman Islands ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 137,861 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 137,861 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 137,861 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 %* ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ *The calculation of the percentage of outstanding shares is based on: (i) 63,096,354 shares of Common Stock outstanding as of November 10, 2022 and (ii) 48,409,641 exchangeable shares outstanding as of November 10, 2022, which are convertible into shares of Common Stock on a one for one basis at any time for no consideration, in each case, as disclosed on the cover page of the Form 10-Q. Page 8 of 25 ----------------------- CUSIP No. 26740W109 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 174,351 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 174,351 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 174,351 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.2 %* ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ *The calculation of the percentage of outstanding shares is based on: (i) 63,096,354 shares of Common Stock outstanding as of November 10, 2022 and (ii) 48,409,641 exchangeable shares outstanding as of November 10, 2022, which are convertible into shares of Common Stock on a one for one basis at any time for no consideration, in each case, as disclosed on the cover page of the Form 10-Q. Page 9 of 25 ----------------------- CUSIP No. 26740W109 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person MBD ADVISORS, L.L.C. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 97,147 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 97,147 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 97,147 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 %* ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ *The calculation of the percentage of outstanding shares is based on: (i) 63,096,354 shares of Common Stock outstanding as of November 10, 2022 and (ii) 48,409,641 exchangeable shares outstanding as of November 10, 2022, which are convertible into shares of Common Stock on a one for one basis at any time for no consideration, in each case, as disclosed on the cover page of the Form 10-Q. Page 10 of 25 Item 1(a). Name of Issuer: D-WAVE QUANTUM INC Item 1(b). Address of Issuer's Principal Executive Offices: 3033 BETA AVENUE, BURNABY, British Columbia, Canada, V5G4M9 Item 2(a). Name of Persons Filing: THE GOLDMAN SACHS GROUP, INC. GOLDMAN SACHS & CO. LLC BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. 2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. BRIDGE STREET 2014, L.P. MBD 2014, L.P. STONE STREET 2014 HOLDINGS, L.P. BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. MBD ADVISORS, L.L.C. Item 2(b). Address of Principal Business Office or, if none, Residence: The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. 200 West Street New York, NY 10282 2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. P.O. Box 309 Ugland Hourse George Town, Cayman Islands BRIDGE STREET 2014, L.P. 200 West Street New York, NY 10282 MBD 2014, L.P. 200 West Street New York, NY 10282 STONE STREET 2014 HOLDINGS, L.P. P.O. Box 309 Ugland Hourse George Town, Cayman Islands BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. 200 West Street New York, NY 10282 MBD ADVISORS, L.L.C. 200 West Street New York, NY 10282 Item 2(c). Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware GOLDMAN SACHS & CO. LLC - New York BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. - Delaware 2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. - Cayman Islands BRIDGE STREET 2014, L.P. - Delaware MBD 2014, L.P. - Delaware STONE STREET 2014 HOLDINGS, L.P. - Cayman Islands BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. - Delaware MBD ADVISORS, L.L.C. - Delaware Item 2(d). Title of Class of Securities: Common Stock, par value $0.0001 per share Item 2(e). CUSIP Number: 26740W109 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a).[_] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b).[_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c).[_] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d).[_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e).[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f).[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g).[_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h).[_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i).[_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j).[_] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii) (A) through (K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Page 11 of 25 Item 4. Ownership.* (a). Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s). (b). Percent of Class: See the response(s)to Item 11 on the attached cover page(s). (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). (ii). Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s). (iii). Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s). (iv). Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s). Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Clients of the Reporting Person(s) have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts. Clients known to have such right or power with respect to more than 5% of the class of securities to which this report relates are: NONE Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. See Exhibit (99.2) Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. Not Applicable -------------------------- *In accordance with the Securities and Exchange Commission Release No.34 -39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned by certain operating units (collectively, the "Goldman Sachs Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units. Page 12 of 25 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2023, THE GOLDMAN SACHS GROUP, INC. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact 2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact BRIDGE STREET 2014, L.P. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact MBD 2014, L.P. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact STONE STREET 2014 HOLDINGS, L.P. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact MBD ADVISORS, L.L.C. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact Page 13 of 25 INDEX TO EXHIBITS Exhibit No. Exhibit ----------- ------- 99.1 Joint Filing Agreement 99.2 Item 7 Information 99.3 Power of Attorney, relating to THE GOLDMAN SACHS GROUP, INC. 99.4 Power of Attorney, relating to GOLDMAN SACHS & CO. LLC 99.5 Power of Attorney, relating to BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. 99.6 Power of Attorney, relating to 2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. 99.7 Power of Attorney, relating to BRIDGE STREET 2014, L.P. 99.8 Power of Attorney, relating to MBD 2014, L.P. 99.9 Power of Attorney, relating to STONE STREET 2014 HOLDINGS, L.P. 99.10 Power of Attorney, relating to BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. 99.11 Power of Attorney, relating to MBD ADVISORS, L.L.C. Page 14 of 25 EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of D-WAVE QUANTUM INC and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: February 14, 2023, THE GOLDMAN SACHS GROUP, INC. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact 2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact BRIDGE STREET 2014, L.P. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact MBD 2014, L.P. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact STONE STREET 2014 HOLDINGS, L.P. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact MBD ADVISORS, L.L.C. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact Page 15 of 25 EXHIBIT (99.2) ITEM 7 INFORMATION The securities being reported on by The GOLDMAN SACHS GROUP, INC. ("GS Group"), as a parent holding company, are owned, directly or indirectly, by 2014 Employee Offshore Aggregator, L.P., Bridge Street 2014, L.P., MBD 2014, L.P., Broad Street Principal Investments, L.L.C., Stone Street 2014 Holdings, L.P., Bridge Street Opportunity Advisors, L.L.C., and MBD Advisors, L.L.C. (collectively, the "GS Investing Entities"), or are owned, or may be deemed to be beneficially owned by GOLDMAN SACHS & CO. LLC ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. The GS Investing Entities and/or affiliates of GS Group and Goldman Sachs are the general partner, managing limited partner or managing partner of the GS Investing Entities. Goldman Sachs serves as the investment manager of certain of the GS Investing Entities and is a subsidiary of GS Group. Page 16 of 25 EXHIBIT (99.3) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the "Company") does hereby make, constitute and appoint each Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the "Act"), which may be required of the Company with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until December 8, 2023 unless earlier revoked by written instrument, or in the event an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he or she was appointed Attorney-in-fact prior to December 8, 2023, this Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke the Power of Attorney. This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law. This Power of Attorney supersedes the Power of Attorney granted by the Company to Stephanie Snyder, Terry Mosher, Rachel Fraizer, Jamie Minieri, and Terrance Grey on December 1, 2021. IN WITNESS WHERE OF, the under signed has duly subscribed these presents as of December 8, 2022. GOLDMAN SACHS & C0. LLC By: /s/ David Thomas ____________________________ Name: David Thomas Title: Authorized Signatory Page 17 of 25 EXHIBIT (99.4) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the "Company") does hereby make, constitute and appoint each Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the "Act"), which may be required of the Company with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until December 8, 2023 unless earlier revoked by written instrument, or in the event an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he or she was appointed Attorney-in-fact prior to December 8, 2023, this Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke the Power of Attorney. This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law. This Power of Attorney supersedes the Power of Attorney granted by the Company to Stephanie Snyder, Terry Mosher, Rachel Fraizer, Jamie Minieri, and Terrance Grey on December 1, 2021. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 8, 2022. GOLDMAN SACHS & C0. LLC By: /s/ David Thomas ____________________________ Name: David Thomas Title: Authorized Signatory Page 18 of 25 EXHIBIT (99.5) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the Act), with respect to securities which maybe deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 8, 2022. BROAD STREET PRINCIPAL INVESTMENTS L.L.C. By: /s/ Scott Kilpatrick ____________________________ Name: Scott Kilpatrick Title: Authorized Signatory Page 19 of 25 EXHIBIT (99.6) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that 2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. does hereby make, constitute and appoint each of Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 2, 2023. 2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its General Partner By: /s/ David Thomas ____________________________ Name: David Thomas Title: Vice President, Assistant Secretary & Assistant General Counsel Page 20 of 25 EXHIBIT (99.7) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET 2014, L.P. (the "Company") does hereby make, constitute and appoint each of Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the Act), with respect to securities which maybe deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to actin the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 8, 2022. BRIDGE STREET 2014, L.P. By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner By: /s/ Carey Ziegler ____________________________ Name: Carey Ziegler Title: Authorized Signatory Page 21 of 25 EXHIBIT (99.8) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS MBD 2014, L.P. (the "Company") does hereby make, constitute and appoint each of Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which maybe deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted ceases) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 8, 2022. MBD 2014, L.P. By: MBD ADVISORS, L.L.C., its general partner By: /s/ Carey Ziegler ____________________________ Name: Carey Ziegler Title: Authorized Signatory Page 22 of 25 EXHIBIT (99.9) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS STONE STREET 2014 HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint each of Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 2, 2023. STONE STREET 2014 HOLDINGS, L.P. By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its General Partner By: /s/ David Thomas ____________________________ Name: David Thomas Title: Vice President, Assistant Secretary & Assistant General Counsel Page 23 of 25 EXHIBIT (99.10) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. ("the Company") does hereby make, constitute and appoint each of Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 8, 2022. BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. By: /s/ Carey Ziegler ____________________________ Name: Carey Ziegler Title: Authorized Signatory Page 24 of 25 EXHIBIT (99.10) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that MBD ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which maybe deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted ceases) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 8, 2022. MBD ADVISORS, L.L.C. By: /s/ Scott Kilpatrick ____________________________ Name: Scott Kilpatrick Title: Authorized Signatory Page 25 of 25

SEC Form SC 13G filed by D-Wave Quantum Inc.