Calculation of Filing Fee Table
Form S-3
(Form Type)
D-Wave Quantum Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities and Carry Forward Securities
Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
Fees to be Paid | Equity | Common Shares, $0.0001 par value | 457(c) | 35,000,000 | $2.03(1) | $71,050,000 | 0.0001476 | $10,486.98 | | | | |
Fees Previously Paid | — | — | — | — | — | — | — | — | — | — | — | — |
| Total Offering Amounts | $71,050,000 | $10,486.98 | | | | |
| Total Fees Previously Paid | | | $- | | | | |
| Total Fee Offsets | | | $775.97(2) | | | | |
| Net Fee Due | | | $9,711.01 | | | | |
Table 2: Fee Offset Claims and Sources
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source |
Rule 457(p) |
Fee Offset Claims | D-Wave Quantum Inc. | S-1 | 333-269732 | February 13, 2023 | | $775.97 | Equity | Common Shares, $0.0001 par value | (2) | $7,041,482.00 | |
Fees Offset Sources | D-Wave Quantum Inc. | S-1 | 333-269732 | | February 13, 2023 | | | | | | $4,358.41(2) |
(1)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low prices of Common Shares as reported on March 27, 2024, which was approximately $2.03 per share.
(2)D-Wave Quantum Inc. (the “Registrant”) previously paid registration fees in the aggregate of $775.97 with respect to the Registration Statement on Form S-1, as amended (File No. 333-269732), which registered 35,000,000 Common Shares for a proposed maximum aggregate offering price of $39,550,000 (the “Prior Registration Statement”). The Prior Registration Statement was not fully used and 6,231,400 Common Shares were not sold, resulting in an unsold aggregate offering amount of $7,041,482. In accordance with Rule 457(p) under the Securities Act, the Registrant is using the unused filing fees to offset the filing fee payable in connection with this filing. The Registrant has terminated or completed any offerings that included the unsold securities under the Prior Registration Statement.