Filed by Crane Harbor Acquisition Corp.
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 November 6, 2025 by Xanadu
Quantum Technologies Inc. announcing its advancement to Stage B of DARPA’s Quantum Benchmarking Initiative
Xanadu Advances to Stage B of DARPA’s Quantum Benchmarking
Initiative, Securing up to $15 Million in Funding
Company to deliver strategic roadmap to fault tolerant, utility-scale
photonic quantum computing
TORONTO – November 06, 2025 -- Xanadu
Quantum Technologies Inc. (“Xanadu”), a leading photonic quantum computing company, today announced it has advanced to Stage
B of DARPA’s Quantum Benchmarking Initiative (“QBI”). This progress positions the company alongside a select few organizations
who are demonstrating a credible path toward utility-scale quantum computing and reinforces Xanadu’s photonic quantum computing approach.
QBI aims to determine which quantum computing approach will reach utility-scale,
and which modalities can deliver value on realistic budgets and real-world timelines. Stage B marks a critical phase in this program,
where DARPA will conduct an intensive, year-long examination of organizations’ comprehensive development, scaling, and cost control
strategies. During this phase, Xanadu will present its plans that outline how to realize a fault tolerant, utility-scale quantum computer,
detail associated risks and mitigation strategies, and set forth the steps needed to address any technical challenges.
“Advancing to Stage B is a testament to our team’s ability to
execute on our practical path to commercially useable quantum computing and validates not only the photonic modality, but also our
commitment to creating fault tolerant quantum computers by 2029,” said Christian Weedbrook, CEO of Xanadu. “This phase allows
us to demonstrate our near-term capabilities and our vision for building quantum computers that can help enterprises solve real-world
problems at scale. We’re excited to enter the next stage and contribute to the broader quantum computing ecosystem.”
Xanadu’s photonic quantum computing architecture offers distinct advantages
over traditional 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 Stage B of QBI reinforces Xanadu’s mission to develop
quantum computing solutions that deliver practical value across industries, including drug discovery, advanced chemistry, aerospace, defense
and AI. Organizations that successfully complete Stage B will advance to Stage C, where their quantum computer concept will be verified
and validated to ensure they can be constructed as designed and operated as intended.
Business Combination
Xanadu recently announced a business combination agreement with Crane
Harbor Acquisition Corp. (Nasdaq: CHAC), a publicly traded special purpose acquisition company (“Crane Harbor”). The business
combination is expected to provide approximately US$500 million in gross proceeds, assuming no redemptions from Crane Harbor trust account.
The combined company is expected to be listed on the Nasdaq Stock Market and on the Toronto Stock Exchange.
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 transaction will be submitted to shareholders of Crane
Harbor and Xanadu for their consideration. The combined company intends to file a registration statement on Form F-4 (the “Registration
Statement”) with the SEC, which will include a proxy statement/prospectus to be distributed to Crane Harbor’s shareholders
in connection with Crane Harbor’s solicitation for 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 filed and declared effective, 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 shareholders and other interested persons are advised to read, once available, the definitive proxy
statement/prospectus, as well as other documents filed with the SEC by Crane Harbor in connection with the proposed transaction, as these
documents will contain important information about Crane Harbor, Xanadu and the proposed transaction. Shareholders may obtain a copy of
the definitive proxy statement/prospectus, once available, as well as other documents filed by Crane Harbor with the SEC, without charge,
at the SEC’s website located at www.sec.gov or by directing a written request to Crane Harbor Acquisition Corp., 1845 Walnut Street,
Suite 1111, Philadelphia, PA 19103.
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: projections of market
opportunity and market share; the stock exchanges on which the shares of the combined company are expected to trade; pro forma enterprise
value of the combined company; gross and net proceeds from the transaction and related PIPE; funds received by the combined company from
Crane Harbor’s trust account and redemptions by Crane Harbor’s public shareholders; estimates of customer penetration rates and usage
patterns; projections regarding Xanadu’s ability to commercialize new products and technologies and the timing thereof; Xanadu’s
ability to scale its existing products; projections of development and commercialization costs and timelines; expectations regarding Xanadu’s
ability to execute its business model and the expected financial benefits of such model; expectations regarding Xanadu’s ability
to attract, retain, and expand its customer base; Xanadu’s deployment of proceeds from capital raising transactions; Xanadu’s
expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other
third parties; Xanadu’s ability to maintain, protect, and enhance its intellectual property; future partnerships, ventures or investments
in companies, products, services, or technologies; development of favorable regulations affecting Xanadu’s markets; the successful
consummation and potential benefits of the proposed transaction and expectations related to its terms and timing; Xanadu expected value
creation and the potential for Xanadu to increase in value.
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;
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; 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 U.S. Securities and Exchange Commission (“SEC”). These forward-looking statements are
based on certain assumptions, including none of the risks identified above materialize; there are no unforeseen changes to economic and
market conditions, and 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 our 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 our 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.
Participants in the Solicitation
Crane Harbor, Xanadu and certain of their respective directors, executive
officers and other members of management and employees may 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 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 Crane Harbor 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 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. In addition,
no securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this communication or the merits
of any of the securities described herein and any representation to the contrary is an offence.
Press Contact
press@xanadu.ai
Investor Relations:
investors@xanadu.ai
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