D-Wave Quantum Inc美股招股说明书(2026-01-20版)

D-Wave Quantum Inc.Common Stock 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 stockoffered by this prospectus supplement. 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 prospectussupplement for more information about how the selling stockholders may sell or otherwise dispose of their shares using thisprospectus supplement. 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 isincorporated by reference in this prospectus supplement, before making a decision to invest in our common stock. 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. TABLE OF CONTENTS Prospectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE 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 youfrom those documents which we may file with the SEC from time to time. The information incorporated by reference is considered tobe a part of this prospectus supplement and the accompanying prospectus and should be read with the same care. When we update theinformation contained in documents that have been incorporated by reference by making future filings with the SEC, the informationincluded or incorporated by reference in this prospectus supplement is considered to be automatically updated and superseded. In otherwords, in case of a conflict or inconsistency between information contained in this prospectus supplement and information in theaccompanying prospectus or incorporated by reference into this prospectus supplement, you should rely on the information containedin the document that was filed later. You should not consider any information in this prospectus supplement or the accompanying prospectu