D-Wave Quantum Inc. Files 10-K/A Amendment

TL;DR

<b>D-Wave Quantum Inc. has filed an amended 10-K for the fiscal year ending December 31, 2022.</b>

AI Summary

D-Wave Quantum Inc. (QBTS) filed a Amended Annual Report (10-K/A) with the SEC on March 18, 2024. D-Wave Quantum Inc. filed a 10-K/A amendment on March 18, 2024. The filing pertains to the fiscal year ending December 31, 2022. The company's principal business address is in Palo Alto, California. The mailing address is in Burnaby, British Columbia. The filing was made under the 1934 Securities Exchange Act.

Why It Matters

For investors and stakeholders tracking D-Wave Quantum Inc., this filing contains several important signals. This amended filing provides updated financial and operational information for D-Wave Quantum Inc. for the 2022 fiscal year. As a 10-K/A filing, it indicates a potential correction or addition to previously submitted information, which is crucial for investors to have the most accurate data.

Risk Assessment

Risk Level: low — D-Wave Quantum Inc. shows low risk based on this filing. The risk is low as this is an amended filing (10-K/A) which typically corrects or updates previously submitted information rather than introducing new material risks.

Analyst Insight

Review the specific amendments in the 10-K/A filing to understand any changes to D-Wave Quantum Inc.'s financial reporting or disclosures for the 2022 fiscal year.

Key Numbers

• 2022-12-31 — Fiscal Year End (Reported period)
• 2024-03-18 — Filing Date (Date of submission)
• 10-K/A — Form Type (Type of filing)

Key Players & Entities

• D-Wave Quantum Inc. (company) — Filer name
• 2024-03-18 (date) — Filing date
• 2022-12-31 (date) — Fiscal year end
• Palo Alto, CA (location) — Business address city and state
• Burnaby, BC (location) — Mail address city and province
• 1934 Act (regulation) — SEC Act

FAQ

Industry Context

D-Wave Quantum Inc. operates in the quantum computing industry, a rapidly evolving field focused on developing quantum processors and software for complex problem-solving.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, which governs the reporting requirements for public companies in the United States.

What Investors Should Do

1. Examine the specific changes and additions made in the 10-K/A filing compared to the original 10-K.
2. Verify if the amendment impacts any previously understood financial metrics or risk factors.
3. Note the filing date of March 18, 2024, for tracking purposes.

Key Dates

• 2024-03-18: 10-K/A Filing — Amendment to the annual report for fiscal year 2022.

Year-Over-Year Comparison

This is an amended filing (10-K/A), indicating updates or corrections to previously submitted information for the fiscal year 2022.

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share QBTS New York Stock Exchange
• $11.50 — of common stock at an exercise price of $11.50 QBTS.WT New York Stock Exchange Secur
• $10.00 — gh the sale of 30,000,000 DPCM Units at $10.00 per DPCM Unit. " DPCM Public Stockhol
• $40.0 million — ange for an aggregate purchase price of $40.0 million pu

Filing Documents

• qbts-20221231.htm (10-K/A) — 2534KB
• pwcconsent.htm (EX-23.2) — 2KB
• exhibit311-ye2022restateme.htm (EX-31.1) — 10KB
• exhibit312-ye2022restateme.htm (EX-31.2) — 10KB
• exhibit321-ye2022restateme.htm (EX-32.1) — 5KB
• exhibit322-ye2022restateme.htm (EX-32.2) — 5KB
• qbts-20221231_g1.jpg (GRAPHIC) — 118KB
• qbts-20221231_g2.jpg (GRAPHIC) — 159KB
• qbts-20221231_g3.jpg (GRAPHIC) — 70KB
• qbts-20221231_g4.jpg (GRAPHIC) — 252KB
• qbts-20221231_g5.jpg (GRAPHIC) — 767KB
• qbts-20221231_g6.jpg (GRAPHIC) — 144KB
• 0001907982-24-000040.txt (&nbsp;) — 15731KB
• qbts-20221231.xsd (EX-101.SCH) — 86KB
• qbts-20221231_cal.xml (EX-101.CAL) — 106KB
• qbts-20221231_def.xml (EX-101.DEF) — 444KB
• qbts-20221231_lab.xml (EX-101.LAB) — 860KB
• qbts-20221231_pre.xml (EX-101.PRE) — 666KB
• qbts-20221231_htm.xml (XML) — 1735KB

, Item 1A-Risk Factors;

Part I, Item 1A-Risk Factors;

, Item 7-Management's Discussion and Analysis of Financial Condition and Results of Operations;

Part II, Item 7-Management's Discussion and Analysis of Financial Condition and Results of Operations;

, Item 8-Financial Statements and Supplementary Data;

Part II, Item 8-Financial Statements and Supplementary Data;

, Item 9A-Controls and Procedures; and

Part II, Item 9A-Controls and Procedures; and

, Item 15-Exhibits and Financial Statement Schedules

Part IV, Item 15-Exhibits and Financial Statement Schedules. The Company is including with this Form 10-K/A currently dated certifications of the Company's Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1, and 32.2). This Form 10-K/A also contains an updated consent of PricewaterhouseCoopers LLP (Canada) (Exhibit 23.2). Except as discussed above and as further described in Note 3 to the Consolidated Financial Statements in this Form 10-K/A, the Company has not modified or updated the disclosures presented in the Original Form 10-K to reflect events that occurred at a later date or facts that subsequently became known to the Company. Accordingly, forward-looking statements included in this Amendment No.1 may represent management's views as of the Original Form 10-K and should not be assumed to be accurate as of any date thereafter. Disclosures not affected by the restatement are unchanged and reflect the disclosures made at the time of the Original Filing. Accordingly, this Amended Form 10-K should be read in conjunction with our filings with the SEC subsequent to the date on which we filed the Original Filing with the SEC. Table of Contents Page Part I 4 Item 1.

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 24 Item 1B. Unresolved Staff Comments 55 Item 2.

Properties

Properties 55 Item 3.

Legal Proceedings

Legal Proceedings 55 Item 4. Mine Safety Disclosures 55 Part II 56 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 56 Item 6. [Reserved] 57 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 57 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 76 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 86 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures 77 Item 9A.

Controls and Procedures

Controls and Procedures 77 Item 9B. Other Information 78 Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections 78 Part III 79 Item 10. Directors, Executive Officers and Corporate Governance 79 Item 11.

Executive Compensation

Executive Compensation 79 Item 12.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters 79 Item 13. Certain Relationships and Related Transactions, and Director Independence 79 Item 14. Principal Accounting Fees and Services 79 Part IV 80 Item 15. Exhibits, Financial Statement Schedules 80 Item 16. Form 10-K Summary 84

Signatures

Signatures 85 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K/A (" Form 10-K/A ") 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. Forward-looking statements in this Form 10-K/A may include, for example, statements about: the expected benefits of the Transaction (as defined below); D-Wave Quantum's future growth and innovations; the increased adoption of quantum computing solutions a

View Full Filing

View this 10-K/A filing on SEC EDGAR