Form POS EX D-Wave Quantum Inc.

Registration No. 333-267126

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

---

Post-Effective Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

D-Wave Quantum Inc.

(Exact name of registrant as specified in its charter)

 

---

3033 Beta Avenue

Burnaby, British Columbia V5G 4M9

Canada

Tel: (604) 630-1428

Corporation Service Company

251 Little Falls Drive

Wilmington, New Castle County, Delaware

19808

Tel: (650) 560-4753

Copies to:

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-267126)

 

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.

 

This Post-Effective Amendment No. 1 shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.

---

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 (this "Amendment") to the Registration Statement on Form S-1 of D-Wave Quantum Inc. (File No. 333-267126), initially filed on August 29, 2022 and declared effective by the Securities and Exchange Commission on October 26, 2022 (the "Registration Statement"), is being filed as an exhibit-only filing solely to file a power of attorney for new directors, filed herewith as Exhibit 24, and to file a consent of PricewaterhouseCoopers LLP with respect to its report dated April 18, 2023 related to the financial statements of D-Wave Quantum Inc. contained in the Annual Report on Form 10-K of D-Wave Quantum Inc. for the year ended December 31, 2022 and included in the Prospectus Supplement No. 14 dated April 19, 2023 filed pursuant to Rule 424(b)(3), filed herewith as Exhibit 23.1 (the "Consent"). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consent. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.

Exhibits and Financial Statement Schedules.

 

(a) Exhibits.

* Filed herewith.

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burnaby, Province of British Columbia, Country of Canada on this 1st day of June, 2023.

 

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed by the following persons in the capacities held on the dates indicated.

 

---