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 6, 2026 by Xanadu Quantum Technologies Inc. (“Xanadu”) announcing a $2.0 million ARPA-E Grant awarded
to Xanadu.
Xanadu Awarded $2.0 Million ARPA-E Grant to
Advance Quantum Platform for Next-Generation Batteries
Quantum platform designed to accelerate
development of safer, longer-lasting next-generation batteries
Builds on growing U.S. and Canadian
government momentum, with additional large-scale opportunities in the pipeline
SEATTLE, March 06, 2026 (GLOBE NEWSWIRE)
– Xanadu Quantum Technologies Inc. (“Xanadu”), a leading photonic quantum computing company, announced today that
it has been selected to receive $2,027,507 in funding from the U.S. Department of Energy Advanced Research Projects Agency-Energy
(ARPA-E). The funding is part of the Quantum Computing for Computational Chemistry (QC3) program that seeks to develop
and apply quantum algorithms to accelerate simulations of chemistry and materials science to advance commercial energy applications
ranging from superconducting power lines, advanced batteries, engineered rare earth magnets, and breakthrough catalytic systems.
“Xanadu is proud to have been selected
by ARPA-E to develop a quantum simulation platform for next-generation batteries,” said Christian Weedbrook, Founder and Chief Executive
Officer of Xanadu. “This award builds on our strong track record of working with government partners to address important, real-world
challenges. As we get closer to our combination with Crane Harbor Acquisition Corp. (NASDAQ: CHAC), we’re encouraged by the momentum
we’re seeing with government partners. This ARPA-E selection is one of several opportunities we’re pursuing across both the
United States and Canada, including a pipeline of potential awards that are significantly larger in scale. We look forward to sharing
additional funding updates in the near term.”
Led by Xanadu, in partnership with the University of Chicago, the three
year project will focus on developing quantum algorithms to study key processes of defect formations in battery materials. These simulations
will yield critical data essential for accelerating the development of batteries with higher energy densities and extended longevity.
An ambitious goal of the project is to achieve a 100x reduction in runtime for these simulations compared to state-of-the-art classical
methods, while maintaining high accuracy. To achieve this, Xanadu will develop specialized X-ray absorption spectroscopy and reaction
rate algorithms, while University of Chicago material science experts will provide precise molecular structures and embedding models for
simulations.
The potential impact of this research is significant.
Beyond fast-tracking the development of practical high-energy-density batteries, the tools developed through this program will be designed
for direct transferability to other high-value sectors essential to energy modernization, such as advancements in chemistry to support
the nuclear sector, and key challenges in the production of ammonia and petrochemicals.
This partnership helps to position quantum
computing as a cornerstone of materials innovation, demonstrating that fault-tolerant quantum platforms can solve the fundamental computational
bottlenecks currently impeding novel energy technologies. Ultimately, this work aims to create a definitive roadmap for how quantum computing
will underpin the future of global energy storage and industrial R&D for decades to come.
For additional information about Xanadu and
this project, please visit xanadu.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.
Investor Relations:
investors@xanadu.ai
Business Combination
Xanadu recently announced a business combination agreement with Crane
Harbor Acquisition Corp. (“Crane Harbor”) (Nasdaq: CHAC), a publicly traded special purpose acquisition company. 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. 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 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; pro forma enterprise value of the combined company; market capitalization
of the combined company; 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; projections regarding Xanadu’s ability to commercialize
new products and technologies and the timing thereof; the successful consummation and potential benefits of the proposed transaction and
expectations related to its terms and timing; Xanadu becoming the first and only publicly traded pure-play photonic quantum computing
company; and the expected timing of closing of the business combination.
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.
Media Contact:
press@xanadu.ai
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