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 11, 2026 by Xanadu
Quantum Technologies Inc. (“Xanadu”) announcing that it has entered negotiations with the Government of Canada and the Government
of Ontario for support for Project OPTIMISM.
Xanadu Announces Negotiations Toward Up to CAD $390 Million in Support
from the Governments of Canada and Ontario to Advance Quantum Manufacturing
Toronto, ON — March 11, 2026 — Xanadu Quantum Technologies
Inc. (“Xanadu”), a leading photonic quantum computing company, today announced that it has entered negotiations with
the Government of Canada and the Government of Ontario for support for Project OPTIMISM, an initiative to establish advanced semiconductor
and photonic manufacturing capabilities for the quantum technology supply chain in Canada. Subject to due diligence and the execution
of definitive agreements, up to $390 million in combined government support is under consideration.
Under Project OPTIMISM, Xanadu would aim to establish new domestic
capabilities for heterogeneous integration, photonic integrated circuit packaging, wafer-level semiconductor test and measurement, and
quantum module assembly. By building this infrastructure in Canada, the initiative is expected to significantly advance Xanadu’s
roadmap toward utility-scale quantum computing and future quantum data-center infrastructure, while offsetting a substantial portion of
the capital required to develop that next phase of quantum computing deployment.
“Project OPTIMISM reflects a bold vision for building the advanced
manufacturing capabilities required to support the next generation of quantum technologies. We believe this investment, upon finalization,
will unlock a major milestone for Xanadu and for Canada’s quantum ambitions. With the proceeds expected from our pending transaction
alongside the government’s support, we will be well-positioned to fund the infrastructure required for large-scale quantum computing,”
said Christian Weedbrook, Founder and Chief Executive Officer of Xanadu. “We are grateful for the opportunity to explore working
with the Government of Canada and the Government of Ontario as we continue discussions toward advancing this initiative and strengthening
Canada’s leadership in quantum innovation.”
The project would help position Canada and Ontario at the forefront
of advanced photonics, semiconductor innovation, and quantum manufacturing by addressing key gaps in the emerging quantum technology supply
chain and enabling the development of next-generation photonic quantum systems. In addition to supporting quantum computing, the infrastructure
and expertise developed through the initiative could contribute to broader advances in areas such as telecommunications, AI hardware,
sensing, and other emerging semiconductor-driven technologies.
The proposed support remains subject to the completion of due diligence
and the execution of final agreements.
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. (“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 (as of September 30,
2025), 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 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”),
which was declared effective by the SEC on February 27, 2026, and which includes a definitive proxy statement/prospectus. The definitive
proxy statement/prospectus and other relevant documents have been mailed to Crane Harbor shareholders as of February 4, 2026, the record
date established for voting on the proposed transaction, 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 described in the Registration Statement,
as well as the prospectus relating to the offer of the securities to be issued to Xanadu stockholders in connection with the completion
of 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 “consider,” “explore,” “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “would,” “expect,” “anticipate,”
“believe,” “seek,” “target,” “aim,” “continue,” “could,” “may,”
“might,” “possible,” “potential,” “predict,” “proposed” 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 ability of Xanadu to successfully
negotiate and execute definitive agreements with the Governments of Canada and of Ontario on acceptable terms or at all; the completion
of due diligence to the satisfaction of the applicable government parties; the anticipated amount, timing, terms and conditions of any
government support, including whether up to $390 million in combined government support will ultimately be made available; Xanadu's ability
to satisfy any conditions, milestones or other requirements associated with the receipt of government funding; Xanadu's ability to finalize
government support for Project OPTIMISM; the expected scope, timeline and successful implementation of Project OPTIMISM; Xanadu's plans
to establish domestic semiconductor and photonic manufacturing capabilities; the expected advancement of Xanadu's roadmap toward utility-scale
quantum computing and quantum data-center infrastructure; anticipated capital offsets from potential government support; the expectation
that proceeds from Xanadu's pending business combination transaction, together with government support, will be sufficient to fund the
infrastructure required for large-scale quantum computing; the expected benefits of Project OPTIMISM to Canada's quantum technology supply
chain; the potential broader applications of infrastructure developed through the initiative, including in telecommunications, AI hardware,
and sensing technologies; 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 upon the consummation of the business
combination; and Xanadu becoming the first and only publicly traded pure-play photonic computing company.
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 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 communication 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 communication 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 is set forth in the definitive 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 is included in the definitive proxy statement/prospectus. Shareholders, potential investors and
other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions.
You may obtain free copies of these documents from the sources described above.
