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 December 15, 2025 by Xanadu Quantum Technologies Inc. (“Xanadu’) announcing Xanadu’s
selection for the Canadian Quantum Champions Program.
Xanadu
to receive up to $23M from new Canadian Quantum Champions Program
TORONTO,
ON (December 15, 2025) Xanadu Quantum Technologies Inc. (“Xanadu”), a leading photonic
quantum computing company, today announced that it has been selected to participate in the Canadian Quantum Champions Program (CQCP),
a new, first-of-its-kind federal initiative designed to accelerate the development of fault-tolerant quantum computing capabilities in
Canada and anchor the country’s quantum leadership for the long term.
Led
by Innovation, Science and Economic Development Canada (ISED), with technical due diligence undertaken by the National Research Council
of Canada (NRC), the CQCP is a three- phase, merit-based funding program. Phase 1, which
begins the technical validation and benchmarking process, is launching now, with subsequent phases currently under development.
As
part of Phase 1, Xanadu will receive up to CAD $23 million in funding from ISED to support its ongoing mission to build quantum computers
that are useful and available to people everywhere.
“This
is an important moment for quantum computing in Canada. At Xanadu, we aim to harness quantum computing to tackle problems that are beyond
the reach of today’s computers and unlock transformative solutions for science, industry, and society,” said Christian Weedbrook,
Chief Executive Officer and Founder of Xanadu. “We’re proud to be selected for this initiative and look forward to working
together to advance the future of quantum computing.”
As
a part of the CQCP, the National Research Council of Canada (NRC) will establish the Benchmarking Quantum Platforms (BQP) initiative
to undertake the expert assessment of the underlying quantum technologies working closely with the companies. This initiative will use
an interdisciplinary, science-based approach to assess each company’s technical progress.
“Canada’s
investment in the Canadian Quantum Champion Program is a bold step to anchor our world-class talent and companies here at home, helping
drive innovation in a field that will transform our economy and daily lives,” says the Honourable Evan Solomon, Minister of Artificial
Intelligence and Digital Innovation and Minister responsible for the Federal Economic Development Agency for Southern Ontario. “By
strengthening our quantum ecosystem, we are building long-term economic resilience while ensuring Canada’s leadership in science
and technology benefits all Canadians.”
Xanadu’s
photonic quantum computing architecture offers distinct advantages over other quantum systems, including minimal cooling requirements
due to room-temperature operations, enhanced qubit connectivity that enables more efficient fault-tolerant operations, and a modular,
networkable design that is critical for achieving practical quantum computing. Xanadu's latest photonic quantum computer, Aurora, serves
as a proof-of-concept for this approach, providing the fundamental building blocks needed for large-scale, error-corrected quantum computing.
Participation
in CQCP reinforces Xanadu’s efforts to develop quantum computing solutions that deliver practical value across industries, including
drug discovery, advanced chemistry, aerospace, defence and AI.
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.
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. NewCo
and Crane Harbor have jointly confidentially submitted a draft 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
to be 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. After the Registration Statement has been publicly filed and declared effective by the SEC, a
definitive proxy statement/prospectus and other relevant documents will be mailed 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, once available, the preliminary proxy statement/prospectus and any amendments thereto
and, once available, 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 preliminary or definitive proxy statement/prospectus, once available,
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; use of proceeds from the CQCP; and Xanadu’s ability to harness quantum computing to
tackle problems that are beyond the reach of today’s computers and unlock transformative solutions for science, industry, and society.
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, faces significant technical challenges and may not achieve commercialization or market acceptance;
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 presentation, 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 will be set forth in proxy statement/prospectus when it is filed
by NewCo with the SEC. You can find more information about Crane Harbor’s directors and executive officers in Crane Harbor’s
final prospectus related to its initial public offering filed with the SEC on April 25, 2025 and in the subsequent Quarterly Reports
on Form 10-Q filed by Crane Harbor 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
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