D-Wave量子公司美股招股说明书(2026-01-20版)

This prospectus supplement relates to the resale by the selling stockholders referenced in this prospectus supplement (the“selling stockholders”) of up to 10,430,444 shares of common stock, par value $0.0001 per share (the “common stock”), of D-WaveQuantum Inc. (“D-Wave,” “we,” “our” and “us”). We will not receive any proceeds from the sale of the shares of our common stock The selling stockholders may sell the shares on any national securities exchange on which the shares may be listed at the time ofsale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges, such as privately negotiatedtransactions, or using a combination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, at varyingprices determined at the time of sale, or at negotiated prices.See “Plan of Distribution” beginning on pageS-17of this prospectus The selling stockholders may sell any, all or none of the shares offered by this prospectus supplement and we do not know if,when or in what amounts the selling stockholders may sell their shares hereunder. Our common stock is listed on The New York Stock Exchange (the “NYSE”) under the symbol “QBTS.” On January16, 2026,the last sale price of our common stock as reported on the NYSE was $28.83 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-6of this prospectus supplement,page5of the accompanying prospectus and “Item 1A. Risk Factors” of our most recent report on Form 10-K or 10-Q that is Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. The date of this prospectus supplement is January20, 2026. Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERING Prospectus ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSGLOBAL SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed withthe Securities and Exchange Commission (“SEC”) utilizing an automatic “shelf” registration process, as a "well-known seasonedissuer," as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). This document is in two parts. Thefirst part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates informationcontained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. The second part is the accompanying base prospectus, dated January20, 2026, which gives more generalinformation, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both theprospectus supplement and the accompanying prospectus. In this prospectus supplement, as permitted by law, we “incorporate byreference” information from other documents that we file with the SEC. This means that we can disclose important information to you You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal ortax advice. You should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related adviceregarding the purchase of shares of our common stock offered by this prospectus supplement. If the description of the offering varies You should rely only on the information contained or incorporated by reference in this prospectus supplement and theaccompanying prospectus. We have not, and the selling stockholders have not, authorized anyone to provide you with differentinformation. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the sellingstockholders are not, making an offer of these securities in any state where the offer is not permitted or in which the person makingsuch offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. You should We are not, and the selling stockholders are not, making an offer to sell shares of our common stock in any jurisdiction where theoffer or sale is not permitted. Neither this prospectus supplement nor the accompanying prospectus constitute, and may not be used inconnection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement by any personin any jurisdic