D-Wave Quantum Inc. Common Stock

Geopolitical and trade · International conflicts and tensions

Geopolitical tensions in and around Ukraine, Israel, the Middle East, Venezuela and other areas of the world have created extreme volatility in the global capital markets and are expected to have further global economic consequences, including disruptions of the global supply chain and energy markets.

Economic and market conditions · Inflation and deflation pressures

Rising inflation may result in increased costs of operations and negatively impact the credit and securities markets generally. An inflationary environment can increase our cost of labor, as well as our other operating costs, which may have a material adverse impact on our financial results.

Natural and catastrophic events · Pandemic and public health crises

We may in the future be adversely affected by future global public health crises such as epidemics or pandemics. An epidemic or pandemic (such as COVID-19) may cause prolonged global, national, or regional recessionary economic conditions or longer lasting effects on economic conditions than currently exist.

Core operations · Quality control and product defects

Real or perceived errors, failures or bugs in our products and services could materially and adversely affect our operating results, financial condition and growth prospects. Our hardware and software have previously contained, and may now or in the future contain, undetected errors, bugs or vulnerabilities.

Human capital and workforce · Skills shortage and training requirements

North America is currently experiencing one of the most competitive markets for human capital talent in recent times. Coupled with the incredibly complex nature of the quantum industry, we may face significant challenges and delays in hiring and challenges with employee retention.

Supply chain and procurement · Raw material availability and cost volatility

A significant increase in the price of one or more components, including due to industry consolidation occurring within one or more component supplier markets or as a result of decreased production capacity at manufacturers could materially adversely affect our business, operating results, and financial condition.

Human capital and workforce · Key personnel dependence and succession

Our future performance depends on the continued service and contributions of our senior management, and other key employees to execute on our business plan. The failure to properly manage succession plans, develop leadership talent, and/or the loss of services of senior management or other key employees could significantly delay or prevent the achievement of our strategic objectives.

Supply chain and procurement · Supplier operation and dependance

We are reliant on our own manufacturing of components as well as on third-party suppliers for components necessary to develop and manufacture our quantum computing solutions. Factors that could have an adverse impact on the availability of these components include our inability to enter into agreements with suppliers on commercially reasonable terms, or at all.

Project and contract management · Project execution and delivery risks

Our success will depend upon our ability to expand our platform's capabilities, scale our operations, increase our sales capability and successfully complete professional services projects, that may or may not progress to in-production applications.

Information management · Technology vendor dependence

Our platform and products depend on the ability to access and integrate with third-party cloud providers. Generally, third-party cloud providers and the data we receive from the third-party cloud providers are written and controlled by the application provider.

Digital transformation and innovation · Digital transformation and modernization

If we cannot evolve and scale our business and operations effectively, we may not be able to execute our business strategies in a cost-effective manner and our business, financial condition, profitability and results of operations could be adversely affected.

Cybersecurity and data protection · Third party data security and vendors

Our operations rely on information technology systems for the use, storage and transmission of sensitive and confidential information. Due to our use of third-party cloud infrastructure, we depend in part on third-party security measures to protect against cybersecurity-related attacks.

Customer and revenue · Customer concentration and key customer dependence

Our success will depend upon our ability to expand our platform's capabilities, scale our operations, increase our sales capability and successfully complete professional services projects. If we fail to attract new customers and retain and increase the spending of existing customers, our revenue, business, results of operations, financial condition and growth prospects would be harmed.

Strategic execution · Merger acquisition and divestiture risks

On January 20, 2026, we completed the acquisition of all of the issued and outstanding equity of Quantum Circuits. Following the Acquisition, we and Quantum Circuits will need to successfully integrate and streamline overlapping functions. There may be substantial difficulties associated with integrating two separate companies, and there can be no assurance that such integration will be accomplished expeditiously or successfully.

Strategic execution · Geographic expansion and market entry

We currently offer our platform in 42 countries and our international sales are a substantial and critical part of our current business and future growth plans. We may face additional risks relating to lack of familiarity and burdens and complexity involved with complying with multiple, conflicting and changing foreign laws, standards, regulatory requirements.

Market position and competition · Competitive pressure and market share loss

Our industry is competitive on a global scale, from both quantum and classical competitors. Our current competitors include large, well-established tech companies that generally compete in all of our markets, including Google, Quantinuum, IBM, Microsoft, Intel and AWS. Many of our competitors have substantially greater brand recognition, customer relationships, and financial, technical and other resources.

Organizational and management · Leadership and management changes

From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives, which could disrupt our business. Our management has limited experience operating a public company, and thus its success in such endeavors cannot be guaranteed.

Corporate governance · Shareholder rights and activism

Our Charter contains anti-takeover provisions that could adversely affect the rights of our stockholders. These provisions could have the effect of depriving holders of our Common Shares of an opportunity to sell their Common Shares at a premium over prevailing market prices.

Capital structure and performance · Credit rating and cost of capital

Increases in interest rates or changes in monetary policy in response to inflation could have a negative effect on the securities markets generally and increase the cost of capital to us, in particular, which may, in turn, have a material adverse effect on the market price of the Common Shares.

Legal and litigation · Employment and labor law compliance

We are subject to various anti-corruption and anti-money laundering laws, including the Foreign Corrupt Practices Act (U.S.), the United States domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA Patriot Act, the U.K. Bribery Act 2010.