Sec Form 13G Filing - GOLDMAN SACHS GROUP INC (GS) filing for D-Wave Quantum Inc. (QBTS) - 2024-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                        	(Amendment No. 1)*




                                D-WAVE QUANTUM INC.
-------------------------------------------------------------------------------
                                (Name of Issuer)


                        Common Stock, par value $0.0001 per share
-------------------------------------------------------------------------------
                        (Title of Class of Securities)


                                    26740W109
                  --------------------------------------------
                                 (CUSIP Number)


                                 December 29, 2023
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[] Rule 13d-1(b)

[X] Rule 13d-1(c)

[] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any  subsequent  amendment  containing  information which  would  alter
the disclosures provided in a prior cover page.


The  information  required in the  remainder  of this  cover page shall  not be
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).

                                Page 1 of 25



-----------------------
  CUSIP No. 26740W109                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          THE GOLDMAN SACHS GROUP, INC.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               7,939,415
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               7,939,415

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           7,939,415


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           5.0 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           HC-CO

------------------------------------------------------------------------------
*The calculation of the percentage of outstanding shares is based on:
(i) 113,401,611 shares of Common Stock outstanding as of November 08, 2023 and
(ii) 46,526,886 exchangeable shares outstanding as of November 08, 2023, which
are convertible into shares of Common Stock on a one for one basis at any time
for no consideration, in each case, as disclosed on the cover page of the Form
10-Q.



                                Page 2 of 25


-----------------------
  CUSIP No. 26740W109                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          GOLDMAN SACHS & CO. LLC

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           New York

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               7,939,415
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               7,939,415

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           7,939,415


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           5.0 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           BD-OO-IA

------------------------------------------------------------------------------
*The calculation of the percentage of outstanding shares is based on:
(i) 113,401,611 shares of Common Stock outstanding as of November 08, 2023 and
(ii) 46,526,886 exchangeable shares outstanding as of November 08, 2023, which
are convertible into shares of Common Stock on a one for one basis at any time
for no consideration, in each case, as disclosed on the cover page of the Form
10-Q.


                                Page 3 of 25


-----------------------
  CUSIP No. 26740W109                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               7,234,875
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               7,234,875

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           7,234,875


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           4.5 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           OO

------------------------------------------------------------------------------
*The calculation of the percentage of outstanding shares is based on:
(i) 113,401,611 shares of Common Stock outstanding as of November 08, 2023 and
(ii) 46,526,886 exchangeable shares outstanding as of November 08, 2023, which
are convertible into shares of Common Stock on a one for one basis at any time
for no consideration, in each case, as disclosed on the cover page of the Form
10-Q.



                                Page 4 of 25


-----------------------
  CUSIP No. 26740W109                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Cayman Islands

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               118,164
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               118,164

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           118,164


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           0.1 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------
*The calculation of the percentage of outstanding shares is based on:
(i) 113,401,611 shares of Common Stock outstanding as of November 08, 2023 and
(ii) 46,526,886 exchangeable shares outstanding as of November 08, 2023, which
are convertible into shares of Common Stock on a one for one basis at any time
for no consideration, in each case, as disclosed on the cover page of the Form
10-Q.



                                Page 5 of 25


-----------------------
  CUSIP No. 26740W109                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          BRIDGE STREET 2014, L.P.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               294,912
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               294,912

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           294,912


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           0.2 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------
*The calculation of the percentage of outstanding shares is based on:
(i) 113,401,611 shares of Common Stock outstanding as of November 08, 2023 and
(ii) 46,526,886 exchangeable shares outstanding as of November 08, 2023, which
are convertible into shares of Common Stock on a one for one basis at any time
for no consideration, in each case, as disclosed on the cover page of the Form
10-Q.



                                Page 6 of 25


-----------------------
  CUSIP No. 26740W109                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          MBD 2014, L.P.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

--------------------------------------------------
----------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               97,147
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               97,147

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           97,147


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           0.1 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------
*The calculation of the percentage of outstanding shares is based on:
(i) 113,401,611 shares of Common Stock outstanding as of November 08, 2023 and
(ii) 46,526,886 exchangeable shares outstanding as of November 08, 2023, which
are convertible into shares of Common Stock on a one for one basis at any time
for no consideration, in each case, as disclosed on the cover page of the Form
10-Q.



                                Page 7 of 25


-----------------------
  CUSIP No. 26740W109                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          STONE STREET 2014 HOLDINGS, L.P.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Cayman Islands

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               194,048
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               194,048

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           194,048


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           0.1 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------
*The calculation of the percentage of outstanding shares is based on:
(i) 113,401,611 shares of Common Stock outstanding as of November 08, 2023 and
(ii) 46,526,886 exchangeable shares outstanding as of November 08, 2023, which
are convertible into shares of Common Stock on a one for one basis at any time
for no consideration, in each case, as disclosed on the cover page of the Form
10-Q.



                                Page 8 of 25


-----------------------
  CUSIP No. 26740W109                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Cayman Islands

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               607,124
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               607,124

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           607,124


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           0.4 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------
*The calculation of the percentage of outstanding shares is based on:
(i) 113,401,611 shares of Common Stock outstanding as of November 08, 2023 and
(ii) 46,526,886 exchangeable shares outstanding as of November 08, 2023, which
are convertible into shares of Common Stock on a one for one basis at any time
for no consideration, in each case, as disclosed on the cover page of the Form
10-Q.



                                Page 9 of 25



-----------------------
  CUSIP No. 26740W109                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          MBD ADVISORS, L.L.C.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Cayman Islands

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               97,147
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               97,147

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           97,147


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           0.1 %


------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------
*The calculation of the percentage of outstanding shares is based on:
(i) 113,401,611 shares of Common Stock outstanding as of November 08, 2023 and
(ii) 46,526,886 exchangeable shares outstanding as of November 08, 2023, which
are convertible into shares of Common Stock on a one for one basis at any time
for no consideration, in each case, as disclosed on the cover page of the Form
10-Q.



                                Page 10 of 25


Item 1(a).         Name of Issuer:
                   D-WAVE QUANTUM INC.

Item 1(b).         Address of Issuer's Principal Executive Offices:

                   3033 BETA AVENUE, BURNABY,
		   British Columbia, Canada, V5G4M9

Item 2(a).         Name of Persons Filing:

                   THE GOLDMAN SACHS GROUP, INC.
                   GOLDMAN SACHS & CO. LLC
                   BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
                   2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P.
                   BRIDGE STREET 2014, L.P.
                   MBD 2014, L.P.
                   STONE STREET 2014 HOLDINGS, L.P.
		   BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
		   MBD ADVISORS, L.L.C.

Item 2(b).         Address of Principal Business Office or, if none, Residence:

                   The Goldman Sachs Group, Inc.
                   200 West Street
                   New York, NY 10282

                   Goldman Sachs & Co. LLC
                   200 West Street
                   New York, NY 10282

		   BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
		   200 West Street
                   New York, NY 10282

		   2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P.
		   P.O. Box 309 Ugland Hourse
		   George Town, Cayman Islands

		   BRIDGE STREET 2014, L.P.
		   200 West Street
                   New York, NY 10282

		   MBD 2014, L.P.
		   200 West Street
                   New York, NY 10282

		   STONE STREET 2014 HOLDINGS, L.P.
		   P.O. Box 309 Ugland Hourse
		   George Town, Cayman Islands

		   BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
		   200 West Street
                   New York, NY 10282

		   MBD ADVISORS, L.L.C.
		   200 West Street
                   New York, NY 10282

Item 2(c).         Citizenship:
                   THE GOLDMAN SACHS GROUP, INC. - Delaware
                   GOLDMAN SACHS & CO. LLC - New York
                   BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. - Delaware
                   2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P. - Cayman Islands
                   BRIDGE STREET 2014, L.P. - Delaware
                   MBD 2014, L.P. - Delaware
                   STONE STREET 2014 HOLDINGS, L.P. - Cayman Islands
		   BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. - Delaware
		   MBD ADVISORS, L.L.C. - Delaware

Item 2(d).         Title of Class of Securities:
                   Common Stock, par value $0.0001 per share

Item 2(e).         CUSIP Number:
                   26740W109

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   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
                   Rule 13d-1(b)(1)(ii)(E);

          (f).[_]  An employee benefit plan or endowment fund in accordance
                   with Rule 13d-1(b)(1)(ii)(F);

          (g).[_]  A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G);

          (h).[_]  A savings association 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
                   Rule 13d-1(b)(1)(ii)(J);

          (k).[_]  A group, in accordance with Rule 13d-1(b)(1)(ii)
                   (A) through (K).

	   If filing as a non-U.S. institution in accordance with Rule
	   13d-1(b)(1)(ii)(J), please specify the type of institution:



                               Page 11 of 25

Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item 9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s)to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).    Sole power to vote or to direct  the vote:  See the
                           response(s) to Item 5 on the attached cover page(s).

                   (ii).   Shared power to vote or to direct the vote:  See the
                           response(s) to Item 6 on the attached cover page(s).

                   (iii).  Sole power to  dispose or to direct  the disposition
                           of:  See the response(s) to  Item 7  on the attached
                           cover page(s).

                   (iv).   Shared power to dispose or to direct the disposition
                           of:  See the response(s) to  Item 8  on the attached
                           cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                             Not Applicable

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.

                   Clients  of  the  Reporting  Person(s) have or  may have the
                   right  to  receive or  the power  to  direct the  receipt of
                   dividends from, or the proceeds from the sale of, securities
                   held  in their accounts. Clients known to have such right or
                   power  with   respect  to  more  than 5%  of  the  class  of
                   securities to which this report relates are:
                   NONE

Item 7.            Identification  and  Classification  of the Subsidiary Which
                   Acquired  the  Security  Being  Reported  on  by the  Parent
                   Holding Company.
                             See Exhibit (99.2)

Item 8.            Identification and Classification of Members of the Group.
                   Not Applicable

Item 9.            Notice of Dissolution of Group.
   
                          Not Applicable

Item 10.           Certification.
                             Not Applicable


--------------------------

   *In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.


                               Page 12 of 25


                                    SIGNATURE


            After reasonable inquiry and to the best of my knowledge
            and belief,  I certify that the information set forth in
            this statement is true, complete and correct.

Date:  February 06, 2024,

             THE GOLDMAN SACHS GROUP, INC.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

             GOLDMAN SACHS & CO. LLC

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

             BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

             2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

             BRIDGE STREET 2014, L.P.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

             MBD 2014, L.P.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

             STONE STREET 2014 HOLDINGS, L.P.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

	     BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

	     MBD ADVISORS, L.L.C.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

                               Page 13 of 25


                                INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------
  99.1          Joint Filing Agreement
  99.2          Item 7 Information
  99.3          Power of Attorney, relating to
                THE GOLDMAN SACHS GROUP, INC.
  99.4          Power of Attorney, relating to
                GOLDMAN SACHS & CO. LLC
  99.5          Power of Attorney, relating to
                BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
  99.6          Power of Attorney, relating to
                2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P.
  99.7          Power of Attorney, relating to
                BRIDGE STREET 2014, L.P.
  99.8          Power of Attorney, relating to
                MBD 2014, L.P.
  99.9          Power of Attorney, relating to
                STONE STREET 2014 HOLDINGS, L.P.
  99.10		Power of Attorney, relating to
                BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
  99.11         Power of Attorney, relating to
                MBD ADVISORS, L.L.C.

                               Page 14 of 25


                                                                  EXHIBIT (99.1)

                                JOINT FILING AGREEMENT

    In  accordance  with Rule  13d-1(k)(1)  promulgated  under  the  Securities
Exchange Act of 1934, the  undersigned agree to the joint filing of a Statement
on Schedule 13G (including  any and all amendments thereto) with respect to the
Common Stock, par value $0.0001 per share, of D-WAVE QUANTUM INC.
and further agree to the filing of this agreement  as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.

Date:  February 06, 2024,

             THE GOLDMAN SACHS GROUP, INC.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

             GOLDMAN SACHS & CO. LLC

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

             BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

             2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

             BRIDGE STREET 2014, L.P.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

             MBD 2014, L.P.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

             STONE STREET 2014 HOLDINGS, L.P.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

	     BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact

             MBD ADVISORS, L.L.C.

             By:/s/ AMEEN SOETAN
              ----------------------------------------
             Name:  AMEEN SOETAN
             Title:  Attorney-in-fact


                               Page 15 of 25


                                                                  EXHIBIT (99.2)

                                ITEM 7 INFORMATION

The securities being reported on by The GOLDMAN SACHS GROUP, INC. ("GS Group"),
as a parent holding company, are owned, directly or indirectly, by
2014 Employee Offshore Aggregator, L.P., Bridge Street 2014, L.P., MBD 2014,
L.P., Broad Street Principal Investments, L.L.C., Stone Street 2014 Holdings,
L.P., Bridge Street Opportunity Advisors, L.L.C., and MBD Advisors, L.L.C.
(collectively, the "GS Investing Entities"), or are owned, or may be deemed
to be beneficially owned by GOLDMAN SACHS & CO. LLC ("Goldman Sachs"), a
broker or dealer registered under Section 15 of the Act and an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940.
 The GS Investing Entities and/or affiliates of GS Group and Goldman Sachs
are the general partner, managing limited partner or managing partner of the
 GS Investing Entities. Goldman Sachs serves as the investment manager of
certain of the GS Investing Entities and is a subsidiary of GS Group.


                               Page 16 of 25

                                                                  EXHIBIT (99.3)

                             POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each Abhishek V, Kateryna
Osmachko, Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina Kapoor, and Andrzej
Szyszka, acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf, whether the Company is acting
individually or as representative of others, any and all filings required to
be made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the
Securities Exchange Act of 1934, (as amended, the "Act"), which may be
required of the Company with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting
unto each said Attorney-in-fact power and authority to act in the premises
as fully and to all intents and purposes as the Company might or could do
if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said Attorney-in-fact shall lawfully do or cause to
be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until December 1,
2024  unless earlier revoked by written instrument, or in the event an
Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or
one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 1, 2024, this
Power of Attorney shall cease to have effect in relation to such
Attorney-in-fact upon such cessation but shall continue in full force and
effect in relation to the remaining Attorneys-in-fact. The Company has the
unrestricted right unilaterally to revoke the Power of Attorney.

This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.

This Power of Attorney supersedes the Power of Attorney granted by the Company
to Stephanie Snyder, Terry Mosher, Rachel Fraizer, Jamie Minieri, and Terrance
Grey on December 1, 2021.

IN WITNESS WHERE OF, the under signed has duly subscribed these presents as of
December 1, 2023.


GOLDMAN SACHS & C0. LLC


By: /s/  Milton Millman
____________________________
Name: Milton Millman
Title: Authorized Signatory


                               Page 17 of 25


                                                                  EXHIBIT (99.4)

                             POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the
"Company") does hereby make, constitute and appoint each
Abhishek V, Kateryna Osmachko, Ameen Soetan, Kshama Mishra, Papa Lette,
Sunaina Kapoor, and Andrzej Szyszka, acting individually,
its true and lawful attorney, to execute and deliver in its name and on its
behalf, whether the Company is acting individually or as representative
of others, any and all filings required to be made by the Company
pursuant to Rule 13f-1 or Regulation 13D-G under the Securities Exchange
Act of 1934, (as amended, the "Act"), which may be required of the Company
with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
Attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said Attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until December 1,
2024  unless earlier revoked by written instrument, or in the event an
Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or
one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 8, 2023, this
Power of Attorney shall cease to have effect in relation to such
Attorney-in-fact upon such cessation but shall continue in full force and
effect in relation to the remaining Attorneys-in-fact. The Company has the
unrestricted right unilaterally to revoke the Power of Attorney.

This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.

This Power of Attorney supersedes the Power of Attorney granted by the Company
to Stephanie Snyder, Terry Mosher, Rachel Fraizer, Jamie Minieri, and
Terrance Grey on December 1, 2021.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2023.

GOLDMAN SACHS & C0. LLC

By: /s/  Milton Millman
____________________________
Name: Milton Millman
Title: Authorized Signatory


                               Page 18 of 25


                                                                  EXHIBIT (99.5)

                             POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS BROAD STREET PRINCIPAL INVESTMENTS,
L.L.C. (the "Company") does hereby make, constitute and appoint each of
Abhishek V, Kateryna Osmachko, Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina
Kapoor, and Andrzej Szyszka  (and any other employee of The Goldman Sachs
Group,Inc. or one of its affiliates designated in writing by one of
the attorneys-in-fact), acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company under the
Securities Exchange Act of 1934, (as amended, the Act), with respect to
securities which maybe deemed to be beneficially owned by the Company
under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes
as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 1, 2023.


BROAD STREET PRINCIPAL INVESTMENTS L.L.C.

By: /s/  Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory



				Page 19 of 25



                                                                EXHIBIT (99.6)

KNOW ALL PERSONS BY THESE PRESENTS that 2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P.
does hereby make, constitute and appoint each of Abhishek V,
Kateryna Osmachko, Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina Kapoor, and
Andrzej Szyszka (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto  each said attorney-in-fact
 power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfu
lly do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2023.


2014 EMPLOYEE OFFSHORE AGGREGATOR, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its General Partner

By: /s/  Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory

                		Page 20 of 25

                                                                  EXHIBIT (99.7)

                             POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that THE BRIDGE STREET 2014, L.P.
(the "Company") does hereby make, constitute and appoint each of Abhishek V,
Kateryna Osmachko, Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina Kapoor,
and Andrzej Szyszka  (and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company
is acting individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the Act), with respect to securities which maybe
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to actin
the premises as fully and to all intents and purposes as the Company might
or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall
lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 1, 2023.


THE BRIDGE STREET 2014, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner


By: /s/  Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory



				Page 21 of 25



                                                                  EXHIBIT (99.8)

                             POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS MBD 2014, L.P. (the "Company") does hereby
make, constitute and appoint each of Abhishek V, Kateryna Osmachko, Ameen
Soetan, Kshama Mishra, Papa Lette, Sunaina Kapoor, and Andrzej Szyszka (and
any other employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting individually,
its true and lawful attorney, to execute and deliver in its name and on its
behalf whether the Company is acting individually or as representative of
others, any and all filings required to be made by the Company under the
Securities Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which maybe deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes
as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2023.


MBD 2014, L.P.
By: MBD ADVISORS, L.L.C., its general partner


By: /s/  Carey Ziegler
____________________________
Name: Carey Ziegler
Title: Authorized Signatory



				Page 22 of 25



                                                                EXHIBIT (99.9)

KNOW ALL PERSONS BY THESE PRESENTS STONE STREET 2014 HOLDINGS, L.P.
(the "Company") does hereby make, constitute and appoint each of Abhishek V,
Kateryna Osmachko, Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina Kapoor, and
Andrzej Szyszka (and any other  employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and  lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto  each said
attorney-in-fact power and authority to act in the premises as fully and
to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2023.


STONE STREET 2014 HOLDINGS, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its General Partner


By: /s/  Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory

                Page 23 of 25


                                                                EXHIBIT (99.10)

			POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET OPPORTUNITY ADVISORS,
L.L.C. (the "Company") does hereby make, constitute and appoint each of
Abhishek V, Kateryna Osmachko, Ameen Soetan, Kshama Mishra, Papa Lette,
Sunaina Kapoor, and Andrzej Szyszka (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act
 of 1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto  each said attorney-in-fact power and authority to act in the
 premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
 cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
 December 1, 2023.


BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C


By: /s/  Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory


                Page 24 of 25


                                                               EXHIBIT (99.11)

			POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that MBD ADVISORS, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Abhishek V, Kateryna Osmachko,
Ameen Soetan, Kshama Mishra, Papa Lette, Sunaina Kapoor, and Andrzej Szyszka
(and any other  employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and  lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with
respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto  each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2023.


MBD ADVISORS, L.L.C.



By: /s/  Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory


                Page 25 of 25