UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 24, 2025
CRANE HARBOR ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42617 |
|
98-1830736 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
1845 Walnut Street, Suite 1111
Philadelphia, PA |
|
19103 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number,
including area code: (646) 470-1493
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one share right |
|
CHACU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
CHAC |
|
The Nasdaq Stock Market LLC |
| Share Rights, each right entitling the holder to receive one tenth (1/10) of a Class A ordinary share |
|
CHACR |
|
The Nasdaq Stock Market LLC |
Item 7.01. Regulation FD Disclosure.
As previously disclosed, on November 3, 2025, Crane Harbor Acquisition
Corp. (“Crane Harbor”), Xanadu Quantum Technologies Inc. (“Xanadu”) and Xanadu Quantum Technologies Limited (“NewCo”)
entered into a business combination agreement (the “Business Combination Agreement”).
On November 24,
2025, Crane Harbor and Xanadu issued a joint press release announcing the confidential submission by Crane Harbor and NewCo of a draft registration statement on Form F-4
(the “Registration Statement”) to the Securities and Exchange
Commission (the “SEC”) on November 21, 2025, in connection with the Business Combination Agreement and the transactions
contemplated thereby. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated by reference herein.
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. NewCo, a newly-formed entity that will acquire
Crane Harbor and Xanadu as part of the business combination, has confidentially submitted the Registration Statement with 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 current report on
Form 8-K and the press release incorporated by reference 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
“plan,” “project,” “will,” “anticipate,” “seek,” “estimate,”
“intend,” “expect,” “believe,” “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 NewCo are expected to trade; pro forma enterprise value of NewCo; market capitalization of
NewCo; proceeds from the business combination and related PIPE; funds received by NewCo from Crane Harbor’s trust account and
redemptions by Crane Harbor’s public shareholders; NewCo becoming the first and only publicly traded pure-play photonic
quantum computing company; the expected timing of closing of the business combination; projections of market opportunity and market
share; estimates of customer penetration rates and usage patterns; projections regarding NewCo’s ability to commercialize new
products and technologies; projections of development and commercialization costs and timelines;
expectations regarding NewCo’s ability to execute its business model and the expected financial benefits of such model; expectations
regarding NewCo’s ability to attract, retain, and expand its customer base; NewCo’s deployment of proceeds from capital raising
transactions; NewCo’s expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities,
regulatory bodies and other third parties; NewCo’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 NewCo’s
markets; the successful consummation and potential benefits of the proposed transaction and
expectations related to its terms and timing; and the potential for NewCo 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; 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; 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 current report on Form 8-K; subsequent events and developments may cause their assessments
to change. While Xanadu or 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 the beliefs and opinions of NewCo and Crane Harbor on the relevant subject. These statements are based upon information available
as of the date of this current report on Form 8-K, and while they believe such information forms a reasonable basis for such statements,
such information may be limited or incomplete, and NewCo’s or Crane Harbor’s statements should not be read to indicate that
they 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.
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.
No Offer or Solicitation
This current report on Form 8-K 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 current report on Form 8-K 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 current report on Form 8-K 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 current report on Form 8-K or the merits of any of the securities described herein
and any representation to the contrary is an offense.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated November 24, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: November 24, 2025 |
CRANE HARBOR ACQUISITION CORP. |
| |
|
| |
By: |
/s/ William Fradin |
| |
Name: |
William Fradin |
| |
Title: |
Chief Executive Officer |
