D-Wave Quantum Inc. Form 8-K Summary
Business context and reporting period
D-Wave Quantum Inc. filed a current report under Item 4.01 regarding a change in its independent registered public accounting firm. The reported event occurred on June 7, 2023; the filing was dated June 13, 2023. The company is incorporated in Delaware, trades under QBTS and QBTS.WT on the New York Stock Exchange, and is classified as an emerging growth company.
Financial condition and key metrics
- The filing does not provide current revenue, profit, cash flow, margin, debt, or liquidity amounts.
- PwC’s reports for fiscal years 2022 and 2021 stated that the company incurred net losses, generated negative cash flows from operating activities, and had negative working capital.
- Those conditions raised substantial doubt about the company’s ability to continue as a going concern.
Material changes versus the prior comparable period
- PricewaterhouseCoopers LLP (Canada) notified the company on June 7, 2023, that it would not stand for re-election as the company’s independent registered public accounting firm.
- PwC agreed to review the company’s Form 10-Q for the quarter ending June 30, 2023. The company stated that it would file an amendment to the Form 8-K within four business days after completion of that review.
- The company intends to move its principal executive office from Canada to the United States and engage a successor U.S.-based independent registered public accounting firm.
Management commentary, risks, contingencies, and unusual items
- PwC’s 2022 and 2021 audit reports contained no adverse opinion or disclaimer and were not qualified or modified for uncertainty, audit scope, or accounting principles, apart from the separate going-concern paragraph.
- The company reported no disagreements with PwC concerning accounting principles, financial statement disclosure, or audit scope or procedures during 2022, 2021, or the subsequent interim period through the filing date.
- The company identified a material weakness in internal control over financial reporting for 2022 relating to the design and operation of controls over the financial statement close process.
- No other reportable events under Item 304(a)(1)(v) of Regulation S-K were reported for those periods.
- PwC’s letter dated June 13, 2023, addressing the company’s disclosures was filed as Exhibit 16.1.
Investor verification checklist
- Verify the subsequent Form 8-K amendment describing PwC’s completed review of the June 30, 2023 Form 10-Q.
- Verify when the successor U.S.-based independent auditor is engaged and whether any related filing identifies additional matters.
- Review the latest financial statements for updated going-concern disclosures, liquidity, operating cash flow, and working-capital balances.
- Assess remediation of the material weakness in the financial statement close process.