CHAC–Xanadu SPAC deal and quantum jet engine study explained

Rhea-AI Filing Summary

Xanadu Quantum Technologies, which plans to merge with Crane Harbor Acquisition Corp. (CHAC), highlighted a recent project where it worked with Rolls-Royce and Riverlane. By using quantum computing algorithms to model jet engine airflow, the team reports sharply lower calculation costs and new possibilities for aerospace prototyping, positioning quantum tools for real-world engineering use.

The planned business combination will be effected through a new holding company, NewCo, which has confidentially submitted a draft Form F-4 registration statement to the SEC. That filing will include a proxy statement/prospectus for Crane Harbor shareholders and a prospectus for securities issued to Xanadu shareholders. The communication stresses that many statements are forward-looking and subject to significant risks, including Xanadu’s emerging-technology profile, historical losses, going concern doubts, reliance on partners, regulatory and macroeconomic uncertainties, potential high redemptions by Crane Harbor shareholders, and the possibility required approvals or expected benefits of the deal do not materialize. It also clarifies that this is not an offer or solicitation to buy or sell securities.

Insights

SEC Filings and Transaction Structure Analyst

De-SPAC communication highlights technical progress but underscores going-concern doubts and extensive risks around Xanadu’s emerging quantum computing business.

This filing is a Rule 425 communication tied to the proposed business combination among Crane Harbor Acquisition Corp., Xanadu Quantum Technologies Limited and NewCo. It references a completed collaborative project with Rolls-Royce and Riverlane using quantum algorithms for jet engine airflow simulation, signaling a real-world application case for Xanadu’s technology. At the same time, it confirms that a draft Form F-4 registration statement, including a proxy statement/prospectus, has been confidentially submitted to the SEC, outlining the path toward shareholder votes and issuance of NewCo securities.

The core of the document is the extensive forward-looking statements and risk disclosure. It explicitly notes substantial doubt about Xanadu’s ability to continue as a going concern, historical net losses, limited operating history, technical and commercialization challenges, and reliance on future financing, partners, and key personnel. It also highlights possible high redemptions by Crane Harbor shareholders, potential failure to obtain required approvals, termination risk for the business combination agreement, and risks related to internal controls and operating as a public company. These factors collectively frame the transaction and business prospects as highly uncertain.

Key items to watch are the future public filing and effectiveness of the Form F-4, the level of shareholder redemptions from Crane Harbor’s trust account, and whether required approvals for the business combination are obtained. The document stresses that forward-looking statements depend on assumptions and that outcomes may differ materially, so attention around the period when the definitive proxy statement/prospectus becomes available and the shareholder meetings occur will be central to assessing the transaction’s progression.

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)

On November 25, 2025, Rafal Janik, Chief Operating Officer of Xanadu Quantum Technologies Inc. (“Xanadu”), a party to the proposed business combination between Crane Harbor Acquisition Corp. (“Crane Harbor”) and Xanadu Quantum Technologies Limited (“NewCo”), through its social media accounts, shared the following post on LinkedIn and X:

Proud to announce the successful completion of Xanadu’s collaborative project with Rolls-Royce and Riverlane.

By applying quantum computing algorithms to model jet engine airflow, we achieved massive reductions in calculation costs and unlocked new prototyping opportunities for the aerospace industry. This is a huge step forward for quantum applications in real-world engineering.

Read more: link to press release

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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; quantum computers ability to accelerate simulation time and improve design processes for large systems, the ability to optimize the hybrid quantum-classical structure to achieve a computational advantage, quantum computing’s ability to offer exponential speedups to the most challenging computational simulations related to the next generation of jet engine designs, and the ability to extract meaningful insights following the completion of Xanadu’s fault-tolerant quantum hardware.

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.

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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.

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FAQ

What did Xanadu Quantum Technologies and Rolls-Royce achieve in their recent project?

Xanadu, working with Rolls-Royce and Riverlane, applied quantum computing algorithms to model jet engine airflow. They report large reductions in calculation costs and new prototyping opportunities for the aerospace industry, presenting this as a significant step for quantum applications in real engineering problems.

What is the relationship between Crane Harbor Acquisition Corp. (CHAC) and Xanadu?

Crane Harbor Acquisition Corp. (CHAC) and Xanadu Quantum Technologies have agreed to a proposed business combination. A new holding company, Xanadu Quantum Technologies Limited (NewCo), would become the combined company, with securities to be issued to Xanadu’s shareholders as part of the transaction.

What SEC filing have NewCo and Crane Harbor submitted for the CHAC–Xanadu merger?

NewCo and Crane Harbor have confidentially submitted a draft Form F-4 registration statement to the SEC. This document will include a proxy statement/prospectus for Crane Harbor shareholders and a prospectus covering securities to be issued to Xanadu shareholders in connection with the proposed transaction.

How will CHAC shareholders receive information and vote on the proposed Xanadu transaction?

After the Form F-4 registration statement is publicly filed and declared effective by the SEC, a definitive proxy statement/prospectus and related documents will be mailed to Crane Harbor shareholders as of the record date for the vote. Shareholders are advised to read the preliminary and definitive proxy statement/prospectus and other SEC filings carefully before making any voting or investment decisions.

What key risks and uncertainties are highlighted for Xanadu and the CHAC business combination?

The communication notes that Xanadu pursues an emerging technology, faces significant technical challenges, has historical net losses, and that there is substantial doubt about its ability to continue as a going concern. It also cites reliance on senior management and partners, potential need for additional financing, regulatory and macroeconomic uncertainties, possible high redemptions by Crane Harbor shareholders, the risk required approvals are delayed or not obtained, and the possibility that expected benefits of the transaction are not realized.

Does this CHAC and Xanadu communication constitute an offer to buy or sell securities?

No. The communication explicitly states it does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor a solicitation of any vote or approval. It explains that any offer of securities will only be made by means of a prospectus meeting the requirements of the U.S. Securities Act or applicable exemptions, and notes similar restrictions under Canadian securities laws.

Who may be considered participants in the proxy solicitation for the CHAC–Xanadu deal?

The communication explains that NewCo, Crane Harbor, Xanadu and certain of their respective directors, executive officers, management and employees may, under SEC rules, be deemed participants in the solicitation of proxies from Crane Harbor’s shareholders. Further details about these participants and their interests will be included in the proxy statement/prospectus when it becomes available.