Xanadu Quantum Technologies Ltd-B美股招股说明书(2026-05-15版)

SUPPLEMENT NO. 1 TO PROSPECTUS OF XANADU QUANTUM TECHNOLOGIES LIMITED This prospectus supplement amends and supplements the prospectus dated May 1, 2026 as supplemented or amended fromtime to time (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-295256). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference inthe Prospectus with the information contained in our Report on Form 6-K, which was furnished to the Securities and ExchangeCommission on May 14, 2026 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Our Class B Subordinate Voting Shares are listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “XNDU” andthe Toronto Stock Exchange (the “TSX”) under the symbol “XNDU.” On May 13, 2026, the last reported sales prices of the Class BSubordinate Voting Shares on Nasdaq and the TSX were $14.89 and C$20.38, respectively. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” beginning on page 1 of the Annual Report and beginning on page 6 of theProspectus, and under similar headings in any amendment or supplements to the Prospectus. None of the Securities and Exchange Commission, any state securities commission or the securities commission orregulatory authority of any Canadian province or territory has approved or disapproved of the securities offered by thisprospectus supplement or the Prospectus or determined if the Prospectus or this prospectus supplement is accurate oradequate. Any representation to the contrary is a criminal offense. This Supplement No. 1 is dated May 14, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 6-K Report of Foreign Private IssuerPursuant to Rule 13A-16 or 15D-16of the Securities Exchange Act of 1934 For the month of May 2026 Commission File Number: 001-43205 Xanadu Quantum Technologies Limited(Translation of registrant’s name into English) 777 Bay Street, Toronto, Ontario M5G 2C8(Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-FForm 40-F Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized. Dated: May 14, 2026 XANADU QUANTUM TECHNOLOGIES LIMITED QUARTERLY REPORT FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 MAY 14, 2026 XANADU QUANTUM TECHNOLOGIES LIMITEDFORM 6-K QUARTERLY REPORTTABLE OF CONTENTS Financial Statements Consolidated Balance Sheets -March 31, 2026 andDecember 31, 20256Consolidated Statements of Operations and Comprehensive Loss -Three Months Ended March 31, 2026 and 20257Condensed Consolidated Statements of Cash Flows -Three Months Ended March 31, 2026 and 20258Consolidated Statements of Shareholders' Equity -Three Months Ended March 31, 2026 and 20259Notes to Condensed Consolidated Financial Statements10Management's Discussion and Analysis of Financial Condition and Results of Operations35 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements contained in this Quarterly Report may constitute “forward-looking statements” for purposes of U.S.federal securities laws and “forward-looking information” for purposes of applicable Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipatedevents or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our currentviews with respect to, among other things, our capital resources, performance and results of operations. Likewise, all of our statementsregarding anticipated growth in operations, anticipated market conditions, demographics and results of operations are forward-lookingstatements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,”“expects,” “expected,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,”“plans,” “estimates,” “anticipates,” “anticipated,” “projected,” “future,” or the negative version of these