Filed by Xanadu Quantum Technologies Limited
Pursuant to Rule 425
under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Crane Harbor Acquisition Corp.
(Commission File No. 001-42617)
Set forth below is a press release dated March
2, 2026 by Xanadu Quantum Technologies Inc. and Crane Harbor Acquisition Corp. announcing the effectiveness of the Registration Statement
on Form F-4.
Xanadu and Crane Harbor Announce SEC Declaration
of Effectiveness of Form F-4 Registration Statement
TORONTO, ON – March 2, 2026 –
Xanadu Quantum Technologies Inc. (“Xanadu”), a global leader in photonic quantum computing, and Crane Harbor Acquisition Corp.
(Nasdaq: CHAC) (“Crane Harbor”), a publicly traded special purpose acquisition company, today announced that the U.S. Securities
and Exchange Commission (the “SEC”) has declared effective the companies’ joint registration statement on Form F-4 in
connection with their previously announced proposed business combination.
This marks
a significant milestone in the transaction process and moves Xanadu substantially closer to becoming a publicly traded company. The proposed
business combination will be submitted to Crane Harbor and Xanadu shareholders for approval at a special meeting scheduled for March 19,
2026, and is expected to close shortly thereafter in the first quarter of 2026, subject to the satisfaction of customary closing conditions, including the approval
by Crane Harbor and Xanadu shareholders and the listing of the shares of the combined company on the Toronto Stock Exchange and the Nasdaq
Stock Market, which is subject to stock exchange approval.
Upon closing, the transaction is expected to result in approximately US$500 million in gross proceeds, assuming no redemptions.
“This is yet another defining moment
for Xanadu,” said Christian Weedbrook, Founder and Chief Executive Officer of Xanadu. “The effectiveness of the
registration statement brings us an important step closer to becoming a publicly traded company as we continue to roll out key
commercial partnerships that helps demonstrate our company’s critical role in the path to quantum computing availability. We
believe access to the public markets will enable us to accelerate our technology roadmap, deepen global partnerships, and scale
toward delivering fault-tolerant quantum computing.”
“We are proud to partner with Xanadu at
this important stage in its growth,” said Bill Fradin, Chief Executive Officer of Crane Harbor Acquisition Corp. “The effectiveness
of the registration statement reflects the substantial work completed by both teams and positions the company, which is expected to be the
first pure-play photonic quantum computing company to enter the public markets, with strong momentum, differentiated technology,
and a clear long-term strategy. We look forward to completing the transaction and supporting Xanadu in its next phase as a public company.”
Following completion of the transaction, the
combined company’s shares are expected to trade on the Toronto Stock Exchange and Nasdaq Stock Market under the ticker symbol
“XNDU.”
Continued Strategic and Technical Momentum
Since announcing
the proposed transaction, Xanadu has continued to build momentum across research, commercial partnerships, and governance:
| ● | Launched
a joint research initiative with Lockheed
Martin focused on advancing the foundations of quantum machine learning. |
| ● | Collaborated
with Mitsubishi
Chemical on new quantum algorithms aimed at improving next-generation semiconductor manufacturing
processes. |
| ● | Strengthened its executive
leadership and incoming board,
appointing a Chief Financial Officer and Chief Legal Officer and nominating experienced global business leaders as
directors. |
| ● | Integrated
PennyLane with the Munich
Quantum Toolkit, enhancing quantum compilation and interoperability capabilities. |
| ● | Expanded
its collaboration with Tower
Semiconductor to accelerate photonic chip innovation and scalable hardware manufacturing. |
| ● | Partnered
with Thorlabs
to advance optical fiber component development critical to large-scale photonic systems. |
| ● | Worked
with Rolls-Royce
and Riverlane to dramatically reduce simulation times for jet engine airflow modeling,
unlocking new aerospace prototyping capabilities. |
| ● | Advanced
to Stage B of DARPA’s
Quantum Benchmarking Initiative, underscoring the credibility of its path toward utility-scale
systems. |
| ● | Secured
up to CAD$23 million through Canada’s
Quantum Champions Program to support the development of fault-tolerant quantum computing
in Canada. |
| ● | Announced
an upcoming Analyst
Day on March 4, 2026,
where management will outline its long-term technology and commercialization roadmap. |
About Xanadu
Xanadu is a Canadian quantum computing company
with the mission to build quantum computers that are useful and available to people everywhere. Founded in 2016, Xanadu has become one
of the world’s leading quantum hardware and software companies. The Company also leads the development of PennyLane, an open-source
software library for quantum computing and application development. Visit xanadu.ai or follow us on X @XanaduAI.
Business Combination
Xanadu recently announced a business combination
agreement with Crane Harbor Acquisition Corp. The combined company, Xanadu Quantum Technologies Limited (“NewCo”), is expected
to be capitalized with approximately US$500 million in gross proceeds, comprising approximately US$225 million from Crane Harbor’s
trust account, assuming no redemptions by Crane Harbor’s public stockholders, as well as US$275 million from a group of strategic
and institutional investors participating in the transaction via a common equity committed private placement investment. NewCo is expected
to be listed on the Nasdaq Stock Market and on the Toronto Stock Exchange.
About Crane Harbor Acquisition Corp
Crane Harbor Acquisition Corp is a blank check
company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses.
Additional Information About the Proposed Transaction
and Where to Find It
The proposed business combination transaction
will be submitted to shareholders of Crane Harbor and Xanadu for their consideration at the special meeting scheduled for March 19, 2026.
NewCo and Crane Harbor have jointly filed a registration statement on Form F-4 (the “Registration Statement”) to the U.S.
Securities and Exchange Commission (the “SEC”). The Registration Statement includes a proxy statement/prospectus that has been distributed
to Crane Harbor’s shareholders in connection with Crane Harbor’s solicitation of proxies for the vote by Crane Harbor’s
shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the
prospectus relating to the offer of the securities to be issued to Xanadu’s shareholders in connection with the completion of the
proposed transaction. The Registration Statement has been declared effective by the SEC, and Crane Harbor has mailed a definitive
proxy statement/prospectus and other relevant documents to Crane Harbor shareholders as of the record date established
for voting on the proposed transaction. Before making any voting or investment decision, Crane Harbor’s shareholders and other interested
persons are advised to read the definitive proxy statement/prospectus, as well as other documents filed with the SEC by NewCo and/or Crane Harbor in connection with
the proposed transaction, as these documents will contain important information about NewCo, Crane Harbor, Xanadu and the proposed transaction.
Shareholders may obtain a copy of the definitive proxy statement/prospectus, as well as other documents
filed by NewCo and/or Crane Harbor with the SEC, without charge, at the SEC’s website located at www.sec.gov, Crane Harbor’s
website at www.craneharboracquisition.com or by emailing investors@xanadu.ai.
Forward-Looking Statements
This communication includes
“forward-looking statements” within the meaning of the U.S. federal securities laws and “forward-looking
information” within the meaning of applicable Canadian securities laws (collectively, “forward-looking
statements”). Forward-looking statements may be identified by the use of words such as “estimate,”
“plan,” “project,” “forecast,” “intend,” “will,” “expect,”
“anticipate,” “believe,” “seek,” “target,” “continue,”
“could,” “may,” “might,” “possible,” “potential,” “predict”
or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have
based these forward-looking statements on current expectations and projections about future events. These statements include: the
stock exchanges on which the shares of the combined company are expected to trade; proceeds from the business combination and
related PIPE; funds received by the combined company from Crane Harbor’s trust account and redemptions by Crane Harbor’s
public shareholders; Xanadu’s ability to commercialize its hardware and software; the expected benefits from having access to
the public markets; upon the consummation of the business combination, Xanadu becoming the first and only publicly traded pure-play
photonic computing company; Xanadu’s ability to leverage photonics as the only medium universally compatible across all
quantum modalities for commercialization; updates relating to the company’s long-term technology and
commercialization roadmap.
These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ
from assumptions, many of which are beyond the control of Xanadu and Crane Harbor. These forward-looking statements are subject to known
and unknown risks, uncertainties and assumptions that may cause the actual results of the combined company following the proposed transaction,
levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or
achievements expressed or implied by such statements. Such risks and uncertainties include: that Xanadu is pursuing an emerging technology
which faces significant technical challenges and may not achieve commercialization or market acceptance; that quantum computing does not
become an important part of the global compute ecosystem; Xanadu’s historical net losses and limited operating history; that there
is substantial doubt about Xanadu's ability to continue as a going concern; Xanadu’s expectations regarding future financial performance,
capital requirements and unit economics; Xanadu’s use and reporting of business and operational metrics; Xanadu’s competitive
landscape; Xanadu’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the
potential need for additional future financing; Xanadu’s ability to manage growth and expand its operations; potential future acquisitions
or investments in companies, products, services or technologies; Xanadu’s reliance on strategic partners and other third parties;
Xanadu’s concentration of revenue in contracts with government or state-funded entities; Xanadu’s ability to maintain, protect
and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations;
the use, rate of adoption, and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws
and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; material weaknesses
in Xanadu's internal control over financial reporting and the combined company’s ability to maintain internal control over financial
reporting and operate as a public company; the possibility that required shareholder and regulatory approvals for the proposed transaction
are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction;
the risk that shareholders of Crane Harbor could elect to have their shares redeemed, leaving the combined company with insufficient cash
to execute its business plans; the occurrence of any event, change or other circumstance that could give rise to the termination of the
business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against Xanadu
or Crane Harbor; failure to realize the anticipated benefits of the proposed transaction; the ability of Crane Harbor or the combined
company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described
in Crane Harbor’s filings with the SEC. These forward-looking statements are based on certain assumptions, including that none of
the risks identified above materialize; that there are no unforeseen changes to economic and market conditions, and that no significant
events occur outside the ordinary course of business. Additional information concerning these and other factors that may impact such forward-looking
statements can be found in filings and potential filings by Xanadu, Crane Harbor or the combined company resulting from the proposed transaction
with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements reflect
the expectations, plans and forecasts of Xanadu’s and Crane Harbor’s management as of the date of this communication; subsequent
events and developments may cause their assessments to change. While Xanadu and Crane Harbor may elect to update these forward-looking
statements at some point in the future, they specifically disclaim any obligation to do so, unless required by applicable securities laws.
Accordingly, undue reliance should not be placed upon these statements.
In addition, statements that “we believe”
and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available
to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements, such information
may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or
review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to
unduly rely upon these statements.
An investment in Crane Harbor is not an investment
in any of Crane Harbor’s founders’ or sponsors’ past investments, companies or affiliated funds. The historical results
of those investments are not indicative of future performance of Crane Harbor, which may differ materially from the performance of Crane
Harbor’s founders’ or sponsors’ past investments.
No Offer or Solicitation
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus,
an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions
therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY
AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE. This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement
or a public offering in any province or territory of Canada. In addition, no securities commission or similar regulatory authority in
Canada has reviewed or in any way passed upon this press release or the merits of any of the securities described herein and any representation
to the contrary is an offense.
Participants in the Solicitation
NewCo, Crane Harbor, Xanadu and certain of their
respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants
in the solicitation of proxies from Crane Harbor’s shareholders in connection with the proposed transaction. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation of Crane Harbor’s shareholders in connection with
the proposed transaction are set forth in proxy statement/prospectus filed by NewCo with the SEC. You can find more information
about Crane Harbor’s directors and executive officers in Crane Harbor’s Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent filings with the SEC. Additional information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential
investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any
voting or investment decisions. You may obtain free copies of these documents from the sources described above.
Press Contact:
press@xanadu.ai
Investor Relations:
investors@xanadu.ai
