Xanadu Quantum Technologies Ltd-B美股招股说明书(2026-05-04版)

and Up to 293,655,720 Class B Subordinate Voting Shares Offered by the Selling Securityholders This prospectus relates to the issuance by us of the following securities in connection with the business combination (the“Business Combination”) of Xanadu Quantum Technologies Limited, a corporation incorporated under theBusiness Corporations Act(Ontario)(“Xanadu”or the“Company”),Xanadu Quantum Technologies Inc.,a corporation continued under the BusinessCorporations Act(Ontario) (“Old Xanadu”) and Crane Harbor Acquisition Corp., a Cayman Islands exempted company subsequentlycontinued as a corporation under theBusiness Corporations Act(Ontario) and renamed following completion of the BusinessCombination as Xanadu Quantum Technologies Former SPAC Inc. (“CHAC”) up to 157,960 subordinate voting shares, without parvalue (“Class B Subordinate Voting Shares”), issuable upon the exercise of warrants issued to the Royal Bank of Canada (the “SVSWarrants,” and such shares, the “SVS Warrant Shares”) by the holders thereof other than the Royal Bank of Canada. We will receivethe proceeds from any exercise of the SVS Warrants for cash. This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus or theirpermitted transferees (the “Selling Securityholders”) of up to 293,655,720 Class B Subordinate Voting Shares, consisting of: (a) up to2,975,499 Class B Subordinate Voting Shares issued to certain legacy shareholders of Old Xanadu (“Old Xanadu Legacy Holders”) inconnection with the Business Combination, (b) up to 254,709,401 Class B Subordinate Voting Shares issuable upon the conversion ofthe multiple voting shares, without par value (“Class A Multiple Voting Shares”) issued in connection with the Business Combination,(c) up to 517,527 Class B Subordinate Voting Shares issuable upon the conversion of Class A Multiple Voting Shares, which wereissued to SFTrust Holdings, LLC upon the prior exercise of their previously issued warrants to purchase Class A Multiple VotingShares (the “MVS Warrant Shares”), (d) up to 157,960 SVS Warrant Shares, (e) up to 27,500,000 Class B Subordinate Voting Sharesissued in connection with private placements pursuant to subscription agreements entered into on November 3, 2025 (the “PIPEShares”), (f) up to 7,333,333 Class B Subordinate Voting Shares originally issued to Crane Harbor Sponsor LLC, a Delaware limitedliability company (the “Sponsor” and such shares, the “Founder Shares”), including 1,100,000 Founder Shares that were unvested asof the Closing (as defined below) and will re-vest upon the occurrence of the Triggering Event (as defined in the Sponsor LetterAgreement (as defined below)), and (g) up to 462,000 Class B Subordinate Voting Shares originally issued to the Sponsor in a privateplacement (the “CHAC Private Placement Shares”) in connection with the CHAC IPO (as defined below). The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or throughprivate transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of theClass B Subordinate Voting Shares, except with respect to amounts received by us upon the exercise of the warrants. We will bear allcosts, expenses and fees in connection with the registration of these securities, including with regard to compliance with statesecurities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale ofClass B Subordinate Voting Shares. See the section titled “Plan of Distribution.” We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply withreduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is anemerging growth company. Our Class B Subordinate Voting Shares are listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “XNDU” and on theToronto Stock Exchange (the “TSX”) under the symbol “XNDU.” On April 30, 2026, the last reported sales price of the Class BSubordinate Voting Shares on the Nasdaq was $29.10 and the TSX was C$39.45. We are a “foreign private issuer” as defined in the U.S. Securities Exchange Act of 1934, as amended (the “ExchangeAct”), and are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and proceduralrequirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principalshareholders are exempt from the “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover,under U.S. federal securities laws, we are not required to file periodic reports and financial statements with the U.S. Securitiesand Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the ExchangeAct. A