Xanadu Quantum Technologies Ltd-B美国股票招股说明书（2026年5月21日版）

Filed Pursuant to Rule 424(b)(3)Registration No. 333-295256 SUPPLEMENT NO. 2 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 Exchange 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 in 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 20, 2026, the last reported sales prices of the Class B 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 the 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 this This Supplement No. 2 is dated May 21, 2026. INFORMATION CONTAINED IN THIS FORM 6-K REPORT Entry into a Standby Equity Purchase Agreement On May 20, 2026 (the “Effective Date”), Xanadu Quantum Technologies Limited, a corporation incorporated under the BusinessCorporations Act (Ontario) (the “Company”), entered into a standby equity purchase agreement (the “Purchase Agreement”) with YAII PN, Ltd. (“Yorkville”), pursuant to which the Company has the right to sell to Yorkville up to $300,000,000 of its subordinate votingshares, no par value (the “Subordinate Voting Shares”), subject to certain limitations and conditions set forth in the PurchaseAgreement, from time to time during the term of the Purchase Agreement. Sales of Subordinate Voting Shares to Yorkville under thePurchase Agreement, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell Upon the satisfaction of the conditions to Yorkville’s purchase obligation set forth in the Purchase Agreement, including that aregistration statement be declared effective by the SEC, the Company will have the right, but not the obligation, from time to time atits sole discretion during the period beginning on the date of the Purchase Agreement and ending upon termination of the PurchaseAgreement in accordance with its terms (the “Commitment Period”), to direct Yorkville to subscribe and purchase a specified numberof Subordinate Voting Shares (each such sale, an “Advance”) by delivering a written notice to Yorkville (each, an “Advance Notice”). The per share purchase price Yorkville will pay for the Subordinate Voting Shares (the “Purchase Price”) will equal 97.50% of theMarket Price (as defined below), provided that if such price is less than the TSX Minimum Price (as defined below), the PurchasePrice shall equal the applicable TSX Minimum Price. The Market Price is defined as the volume weighted average price of theSubordinate Voting Shares on the principal U.S. market on which the Subordinate Voting Shares are listed during the applicablepricing period, which is a one-day pricing period commencing upon Yorkville’s written confirmation of receipt of the applicableAdvance Notice and ending at 4:00 p.m. New York City time on the same trading day (unless otherwise agreed by the parties or thepricing period is terminated pursuant to the terms of the Purchase Agreement). The TSX Minimum Price is the volume weightedaverage price of the Subordinate Voting Shares on the Toronto Stock Exchange (the “TSX”) during the five TSX trading day periodimmediately preceding the delivery of the applicable Advance Notice, less the maximum permitted discount provided in the TSX The Company will control the timing and amount of any sales of Subordinate Voting Shares to Yorkville. Actual sales of theCompany's Subordinate Voting Shares to Yorkville under the Purchase Agreement, if any, will depend on a variety of factors to be Yorkville will not be obligated to purchase any Subordinate Voting Shares under the Purchase Agreement which, when aggregatedwith all other Subordinate Voting Shares then beneficially owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d)of the Securities Exchange Act of 1934, as amended (the “Excha