| Item 1. | |
| (a) | Name of issuer:
D-Wave Quantum Inc. |
| (b) | Address of issuer's principal executive
offices:
2650 East Bayshore Road, Palo Alto, California 94303 |
| Item 2. | |
| (a) | Name of person filing:
BDC Capital Inc. ("BDC") is a subsidiary of the Business Development Bank of Canada which is a
Crown corporation whose sole shareholder is the Government of Canada.
This constitutes a late filing due to inadvertent administrative error. The securities of D-Wave
Quantum Inc. (the "Company") covered by this Schedule 13G were acquired prior to the registration of that class in July 2022. The Reporting Person's ownership of the issuer's securities has been appropriately reported in the issuer's initial registration statement on Form S-4.
The Reporting Person did not file an initial report Schedule 13G to report its 8.45% beneficial
ownership as of December 31, 2022. Such percentage is based on the Company's most recent
reported number of shares outstanding at the relevant time. All of the shares reported herein were
sold between November 25, 2024 and December 2, 2024 and therefore all of the shares reported
herein have been disposed of as of the date of this filing. Immediately prior to the sale of the shares reported herein, the Reporting Person's beneficial ownership of the issuer's securities was 4.2% with such dilution due to issuer action. Such percentage is based on the Company's most recent reported number of shares outstanding at the relevant time. |
| (b) | Address or principal business office or, if
none, residence:
5 Place Ville Marie, Suite 100 Montreal, Quebec, Canada H3B 5E7 |
| (c) | Citizenship:
Canadian |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
26740W109 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-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 § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations 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 § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
0 |
| (b) | Percent of class:
Calculation of percentage of beneficial ownership as of December 31, 2022 is based on (i) 63,096,354 shares of common stock at par value $0.0001 and (ii) 48,409,641 exchangeable shares outstanding, which are convertible into shares of common stock on a one for one basis at any time for no consideration, as reported by D-Wave Quantum Inc. in its Form 10-Q filed with the Commission on November 10, 2022.
Calculation of percentage of beneficial ownership as of November 25, 2024 is based on (i) 180,252,641 shares of common stock at par value $0.0001 and (ii) 43,762,188 exchangeable shares outstanding, which are convertible into shares of common stock on a one for one basis at any time for no consideration, as reported by D-Wave Quantum Inc. in its Form 10-Q filed with the Commission on November 14, 2024.
0 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the
vote:
0
|
| | (iii) Sole power to dispose or to direct the
disposition of:
0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
