| Item 1. | |
| (a) | Name of issuer:
D-Wave Quantum Inc. |
| (b) | Address of issuer's principal executive offices:
2650 EAST BAYSHORE ROAD, 2650 EAST BAYSHORE ROAD, PALO ALTO, CALIFORNIA, 94303. |
| Item 2. | |
| (a) | Name of person filing:
Public Sector Pension Investment Board |
| (b) | Address or principal business office or, if none, residence:
1250 Rene-Levesque West,
Suite 1400, Montreal, Quebec, H3B 5E9 Canada
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| (c) | Citizenship:
Canada |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of January 22, 2025, Reporting Person owned 5,400,000 shares of common stock of the Issuer. As of December 31, 2024, the Reporting Persons owned no shares of common stock of the Issuer and 40,057,252 exchangeable shares in the capital of D-Wave Quantum Technologies Inc., an indirect wholly-owned subsidiary of the Issuer, which was exchangeable into 40,057,252 shares of common stock of the Issuer. |
| (b) | Percent of class:
As of January 22, 2025, the percent of shares of common stock outstanding was 2 percent. The calculation of percent of class is based on a number of shares of the Issuer's common stock outstanding equal to (i) 225,389,000 shares of common stock outstanding as of December 27, 2024, as reported in Issuer's prospectus filed with the SEC on January 2, 2025, pursuant to Rule 424(b)(5) plus (ii) 40,057,252 shares of the common stock subsequently issued by the Issuer upon the exchange by the Reporting Person of 40,057,252 exchangeable shares in the capital of D-Wave Quantum Technologies Inc., an indirect wholly-owned subsidiary of the Issuer. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
The response of the Reporting Person to Row (5) of the cover page of this Amendment No. 2 (including the Reporting Person's Comment) is incorporated herein by reference, as of January 22, 2025.
|
| | (ii) Shared power to vote or to direct the vote:
The response of the Reporting Person to Row (6) of the cover page of this Amendment No. 2 (including the Reporting Person's Comment) is incorporated herein by reference, as of January 22, 2025.
|
| | (iii) Sole power to dispose or to direct the disposition of:
The response of the Reporting Person to Row (7) of the cover page of this Amendment No. 2 (including the Reporting Person's Comment) is incorporated herein by reference, as of January 22, 2025.
|
| | (iv) Shared power to dispose or to direct the disposition of:
The response of the Reporting Person to Row (8) of the cover page of this Amendment No. 2 (including the Reporting Person's Comment) is incorporated herein by reference, as of January 22, 2025.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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