false
0002054174
0002054174
2026-03-19
2026-03-19
0002054174
CHAC:UnitsEachConsistingOfOneClassOrdinaryShareAndOneShareRightMember
2026-03-19
2026-03-19
0002054174
CHAC:ClassOrdinarySharesParValue0.0001PerShareMember
2026-03-19
2026-03-19
0002054174
CHAC:ShareRightsEachRightEntitlingHolderToReceiveOneTenth110OfClassaOrdinaryShareMember
2026-03-19
2026-03-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
March 19, 2026
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 5.07. Submission of Matters to a Vote of Security Holders
As previously announced, on November 3, 2025, Crane Harbor Acquisition
Corp., a Cayman Islands exempted company (the “Company”), Xanadu Quantum Technologies Inc., a corporation continued under
the Business Corporations Act (Ontario) (the “OBCA”), and Xanadu Quantum Technologies Limited, a corporation incorporated
under the OBCA (“Xanadu”), entered into a business combination agreement (the “Business Combination Agreement”),
including the terms and conditions set forth in the plan of arrangement under Section 182 of the OBCA attached as Exhibit B to the Business
Combination Agreement (the “Plan of Arrangement”). Pursuant to the Business Combination Agreement, the parties have agreed
to consummate certain transactions (collectively, the “Business Combination”), subject to the terms and conditions of the
Business Combination Agreement.
On January 28, 2026, in connection with the Business Combination, the
Company and Xanadu jointly filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on
Form S-4 (No. 333-292991) (as amended from time to time, the “Registration Statement”) containing a proxy
statement/prospectus (such proxy statement/prospectus in definitive form, the “Proxy Statement”), which Registration Statement
was declared effective by the SEC on February 27, 2026, and the Company commenced mailing the Proxy Statement on February 27, 2026.
On March 19, 2026, the Company held an extraordinary general meeting
of its shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, only those holders of the
Company’s Class A Ordinary Shares, par value $0.0001 per share, and Class B Ordinary Shares, par value $0.0001 per share (collectively,
the “Ordinary Shares”), at the close of business on February 4, 2026, the record date, were entitled to vote. As of the record
date, 29,973,333 Ordinary Shares were outstanding and entitled to vote. At the Extraordinary General Meeting, a total of 20,907,539 Ordinary
Shares, representing approximately 69.75% of the outstanding Ordinary Shares entitled to vote, were present online or by proxy, constituting
a quorum to conduct business.
At the Extraordinary General Meeting, the proposals described below
were considered. Each proposal voted on at the Extraordinary General Meeting is further described in detail in the Proxy Statement.
The final results of the matters
submitted to a vote of stockholders at the Extraordinary General Meeting are as follows:
1. With respect to the proposal
to approve and adopt the Business Combination Agreement, including the Plan of Arrangement, the votes were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 17,591,379 |
|
3,316,010 |
|
150 |
2. With respect to the proposal to approve the continuance of the Company
from the Cayman Islands to the Province of Ontario, Canada in accordance with Part XII of the Cayman Islands Companies Act and Section
180 of the OBCA, and the continuance of the Company as a corporation continued under the OBCA, including the adoption of the articles
of continuance and proposed by-laws, the votes were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 17,328,426 |
|
3,316,060 |
|
263,053 |
The Company expects the
Business Combination to close on or about March 26, 2026, subject to the satisfaction of customary closing conditions, and for Xanadu’s
shares to commence trading on Nasdaq and the Toronto Stock Exchange under the ticker symbol “XNDU” on or about March 27, 2026.
Item 7.01. Regulation FD Disclosure.
On March 19, 2026, the Company
and Xanadu issued a joint press release announcing the results of the Extraordinary General Meeting. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the
filings of the Company under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language
in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in
this Item 7.01, including Exhibit 99.1.
Item 8.01 Other Events.
In connection with the Business Combination, holders of 19,428,395
Class A Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.35 per share,
for an aggregate redemption amount of $201,153,641.83.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
|
| 99.1 |
|
Press Release, dated March 19, 2026 |
| 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: March 23, 2026 |
CRANE HARBOR ACQUISITION CORP. |
| |
|
| |
By: |
/s/ William Fradin |
| |
Name: |
William Fradin |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Crane Harbor Acquisition Corp. Shareholders
Approve Business Combination with Xanadu Quantum Technologies Inc.
Xanadu to Become the First Publicly Listed Photonic
Quantum Technology Company
Expected to Begin Trading on the Nasdaq and
TSX on March 27, 2026
Under Ticker XNDU
Gross Proceeds of Approximately USD$302 Million,
In Addition to Previously Announced Negotiations with the Government of Canada and Ontario for an Up to CAD$390 Million Investment, Sets
Company Up to Execute Against Technical Roadmap
TORONTO, ON, March 19, 2026 – Crane Harbor Acquisition
Corp. (“Crane Harbor”) (Nasdaq: CHAC) today announced that its shareholders approved all proposals necessary to complete the
previously announced business combination with Xanadu Quantum Technologies Inc. (“Xanadu”), a leading photonic quantum computing
company, at Crane Harbor’s extraordinary general meeting of shareholders. The approval represents an important milestone toward
completing the transaction and advancing Xanadu’s scalable photonic quantum technology platform.
The closing of the business combination is expected to occur on March
26, 2026. Following the closing, the combined company will operate under the name Xanadu Quantum Technologies Limited (the “Company”),
with its shares anticipated to begin trading on the Nasdaq Stock Market (“Nasdaq”) and the Toronto Stock Exchange (“TSX”)
under the ticker symbol “XNDU” on March 27, 2026, subject to the satisfaction
of customary closing conditions and stock exchange approval.
The transaction is expected to deliver gross proceeds of approximately
US$302 million to the Company, consisting of funds held in Crane Harbor’s trust account and
proceeds from a fully committed PIPE financing. These proceeds are separate from and incremental to the previously announced negotiations
with the Government of Canada and the Government of Ontario for an up to CAD$390 million investment under Project OPTIMISM. The proposed
support remains subject to the completion of due diligence and the execution of final agreements.
Xanadu is a leader in photonic quantum computing, pioneering a light-based
approach to develop scalable, modular, and networked quantum computers that compute at room temperature. The company attracts world-class
talent, led by Founder and Chief Executive Officer, Christian Weedbrook, a member of Canada’s Quantum Advisory Council who has advanced
quantum technologies through groundbreaking research and leadership for over 15 years. Xanadu is committed to building quantum computers
that are useful and available to people and institutions everywhere.
“We’re excited to help Xanadu continue pursuing its mission
of widely accessible, fault tolerant quantum computing,” said Bill Fradin, Chief Executive Officer of Crane Harbor. “We look
forward to completing the transaction and providing Xanadu with a strong capital base and public-market platform to support its commercial
roadmap and further strengthen its leadership in photonic quantum computing.”
“The anticipated close of the transaction marks a major milestone
for our team and partners,” said Christian Weedbrook, Founder and Chief Executive Officer of Xanadu. “As the first publicly
traded photonic quantum computing company, we believe Xanadu is entering this next chapter from a position of technological leadership
and with a clear focus on providing practical quantum solutions to customers worldwide.”
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.
About Crane Harbor
Acquisition Corp.
Crane Harbor Acquisition Corp. (Nasdaq: CHAC) 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.
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 expected closing
date of the business combination; the expectation of the transaction’s gross proceeds to Xanadu, including the amounts from the
Crane Harbor trust account and the fully committed PIPE financing; the expectation that the Company will be listed on Nasdaq and on the
Toronto Stock Exchange under the ticker symbol “XNDU," including the expected commencement date of trading thereof; Xanadu's
mission to build quantum computers that are useful and available to people everywhere; the expected benefits from having access to the
public markets; upon the consummation of the business combination, Xanadu becoming the first publicly listed photonic quantum technology
company; Xanadu pursuing its mission of widely accessible, fault tolerant quantum computing; Xanadu’s support in achieving its commercial
roadmap and strengthening its leadership in photonic quantum computing; the transaction as a major milestone for Xanadu and its partners;
Xanadu is entering its next chapter from a position of technological leadership and with a clear focus on providing practical quantum
solutions to customers worldwide; the previously announced negotiations with the Government of Canada and the Government of Ontario for
an up to CAD$390 million investment under Project OPTIMISM, including the completion of due diligence and the execution of final agreements
in connection therewith; and Xanadu building on its technology leadership and delivering practical quantum solutions worldwide.
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 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 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 U.S. SECURITIES AND EXCHANGE COMMISSION 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.
Press Contact:
press@xanadu.ai
Investor Relations:
investors@xanadu.ai
4
