Filed by Crane Harbor Acquisition
Corp.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Crane Harbor Acquisition Corp.
Commission File No.: 001-42617
Set forth below is a social media post by Xanadu Quantum Technologies
Limited (“Xanadu”), dated November 3, 2025 announcing the proposed business combination between Crane Harbor Acquisition Corp.
(“CHAC”) and Xanadu.
We’re excited to announce that we’ve entered a definitive
business combination agreement with Crane Harbor Acquisition Corp., setting the stage to list on the Toronto Stock Exchange and NASDAQ!
This is the initial step in becoming the first publicly traded, pure-play photonic computing company in history.
Xanadu was formed in 2016 with a mission to build quantum computers
that are useful and available to people everywhere. This transaction will provide us with the capital necessary to accelerate that mission.
We believe quantum computing represents the next major technological
breakthrough, and we’re thrilled to continue building on years of momentum.
For the full details on this announcement, see the announcement here.
***
Additional Information
About the Proposed Transaction and Where to Find It
The proposed transaction
will be submitted to the shareholders of CHAC for their consideration. Newco intends to file a registration statement on Form F-4 (the
“Registration Statement”) with the SEC, which will include a proxy statement/prospectus to be distributed to CHAC’s
shareholders in connection with CHAC’s solicitation of proxies for the vote by CHAC’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 stockholders in connection with the completion of the proposed transaction. After the
Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will
be mailed to CHAC’s shareholders as of the record date established for voting on the proposed transaction. Before making any voting
or investment decision, CHAC’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 CHAC in connection with the proposed transaction, as these documents will contain important information
about Newco, CHAC, 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 CHAC with the SEC, without charge, at the SEC’s website located
at www.sec.gov, on CHAC’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 federal securities laws and “forward-looking information”
within the meaning of 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: projections of market
opportunity and market share; estimates of customer penetration rates and usage patterns; projections regarding Xanadu’s ability
to commercialize new products and technologies; projections of development and commercialization costs and timelines; expectations regarding
Xanadu’s ability to execute its business model and the expected financial benefits of such model; expectations regarding Xanadu’s
ability to attract, retain, and expand its customer base; Xanadu’s deployment of proceeds from capital raising transactions; Xanadu’s
expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other
third parties; Xanadu’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 Xanadu’s markets; the successful
consummation and potential benefits of the proposed transaction and expectations related to its terms and timing; and the potential for
Xanadu 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 CHAC.
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; 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; the Combined Company’s
ability to maintain internal control over financial reporting and operate as a public company; the possibility that required 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 U.S. Securities and Exchange Commission (“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 Newco, CHAC 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 CHAC’s management as of the date of this communication; subsequent events and developments may cause
their assessments to change. While Xanadu or CHAC 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 Xanadu and CHAC on the relevant subject. These
statements are based upon information available as of the date of this communication, and while they believe such information forms
a reasonable basis for such statements, such information may be limited or incomplete, and Xanadu’s or CHAC’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
CHAC is not an investment in any of CHAC’s founders’ or sponsors’ past investments, companies or affiliated funds. The
historical results of those investments are not indicative of future performance of CHAC, which may differ materially from the performance
of CHAC’s founders’ or sponsors’ past investments.
Participants
in the Solicitation
Newco, CHAC, 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 CHAC’s shareholders in connection with the proposed transaction. Information
regarding the persons who may, under SEC rules, be deemed participants in the solicitation of CHAC’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 CHAC’s directors and executive officers in CHAC’s final prospectus related to its initial public offering
filed with the SEC on April 25, 2025 and in the Quarterly Reports on Form 10-Q filed by CHAC 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 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 offence.
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