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 January
20, 2026 by Xanadu Quantum Technologies Inc. (“Xanadu”) and Crane Harbor Acquisition Corp. (“Crane Harbor”) announcing
Xanadu’s plans to host an Analyst day on March 4, 2026 and in which the business combination between Crane Harbor and Xanadu Quantum
Technologies Limited (“NewCo”) was discussed.
Xanadu to Host Analyst Day on March
4, 2026
TORONTO, Feb. 20, 2026 (GLOBE NEWSWIRE) -- Xanadu Quantum Technologies
Inc. (“Xanadu”), a leading photonic quantum computing company, today announced that it will host an Analyst Day on Wednesday,
March 4, 2026 at 9:00 am ET.
Christian Weedbrook, Founder and Chief Executive Officer; Michael Trzupek,
Chief Financial Officer; and Rafal Janik, Chief Operating Officer; will provide commentary on Xanadu’s current position, corporate
strategy, and approach to scaling its photonic quantum platform.
The live webcast as well as the post-event replay will be available
via the webcast link provided below. A copy of the presentation will be available on the day of the event on Crane Harbor Acquisition
Corp’s website under Events & Presentations.
Xanadu Analyst Day Date: March 4, 2026
Time: 9:00 am ET
Webcast link: https://app.webinar.net/9PwE0wg0Dod
As previously announced on November 3, 2025, Xanadu entered into a
definitive business combination agreement with Crane Harbor Acquisition Corp. (“Crane Harbor”) (Nasdaq: CHAC), a publicly
traded special purpose acquisition company. The proposed transaction is expected to close in the first quarter of 2026, subject to the
Registration Statement being declared effective by the SEC, the approval by Crane Harbor and Xanadu shareholders, and the satisfaction
of other customary closing conditions. Upon completion of the transaction, the combined company’s shares are expected to trade on
the Nasdaq and the Toronto Stock Exchange under the ticker symbol “XNDU”.
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, 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; 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; the timing
of Xanadu’s Analyst Day and commentary on Xanadu’s current position, corporate strategy, and approach to scaling its photonic
quantum platform.
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 which faces significant technical
challenges and may not achieve commercialization or market acceptance; that quantum computing does not become an important part of the
global compute ecosystem; 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 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.
Press
Contact:
press@xanadu.ai
Investor
Relations:
investors@xanadu.ai
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