XANADU QUANTUM TECHNOLOGIES SEC Filings

Xanadu Technologies Limited is registering the resale by selling securityholders of 30,100,000 Class B Subordinate Voting Shares. This total consists of up to 30,000,000 shares the company may elect to issue and sell to Yorkville under a standby equity purchase agreement entered on May 20, 2026, and 100,000 shares issued to Cohen & Company Securities, LLC.

The prospectus states 43,284,411 Class B Subordinate Voting Shares were outstanding as of May 14, 2026, rising to 73,384,411 if the 30,100,000 registered shares are issued and outstanding. The SEPA commitment amount is $300,000,000, Purchase Price equals 97.50% of VWAP (with TSX minimum pricing and a 4.99% ownership cap for Yorkville).

Xanadu Quantum Technologies entered a standby equity purchase agreement granting it the option to sell up to $300,000,000 of Class B Subordinate Voting Shares to YA II PN, Ltd. (Yorkville) under a program the company describes as a synthetic at-the-market facility. The Company controls timing and amount of any sales; Yorkville’s per-share Purchase Price equals 97.50% of the Market Price subject to a TSX Minimum Price. Sales are subject to an Ownership Limitation of 4.99% beneficial ownership by Yorkville and a maximum Commitment Period of 36 months. The Company paid a structuring fee of $25,000 and a Commitment Fee equal to 0.45% of the aggregate commitment amount; the Company may deduct up to 10% of gross Advance proceeds to pay the Commitment Fee until paid in full. Proceeds are expected to be used for working capital and general corporate purposes. The Company will file a resale registration statement to permit Yorkville resales; issuance could dilute existing shareholders and may affect the share price.

Xanadu Quantum Technologies entered a standby equity purchase agreement granting it the option to sell up to $300,000,000 of Class B Subordinate Voting Shares to YA II PN, Ltd. (Yorkville) under a program the company describes as a synthetic at-the-market facility. The Company controls timing and amount of any sales; Yorkville’s per-share Purchase Price equals 97.50% of the Market Price subject to a TSX Minimum Price. Sales are subject to an Ownership Limitation of 4.99% beneficial ownership by Yorkville and a maximum Commitment Period of 36 months. The Company paid a structuring fee of $25,000 and a Commitment Fee equal to 0.45% of the aggregate commitment amount; the Company may deduct up to 10% of gross Advance proceeds to pay the Commitment Fee until paid in full. Proceeds are expected to be used for working capital and general corporate purposes. The Company will file a resale registration statement to permit Yorkville resales; issuance could dilute existing shareholders and may affect the share price.

Xanadu Quantum Technologies has entered into a Standby Equity Purchase Agreement with YA II PN (Yorkville), giving it the right to sell up to $300,000,000 of Class B subordinate voting shares over three years. Xanadu can draw on this synthetic at-the-market program at its discretion, with shares priced at 97.50% of a defined market price, subject to TSX minimum pricing rules and a 4.99% ownership cap for Yorkville. Proceeds, if raised, are expected to fund working capital and general corporate purposes, but the company warns that issuing shares under the program could cause substantial dilution and pressure on its share price.

Xanadu Quantum Technologies has entered into a Standby Equity Purchase Agreement with YA II PN (Yorkville), giving it the right to sell up to $300,000,000 of Class B subordinate voting shares over three years. Xanadu can draw on this synthetic at-the-market program at its discretion, with shares priced at 97.50% of a defined market price, subject to TSX minimum pricing rules and a 4.99% ownership cap for Yorkville. Proceeds, if raised, are expected to fund working capital and general corporate purposes, but the company warns that issuing shares under the program could cause substantial dilution and pressure on its share price.

Xanadu Quantum Technologies Ltd disclosed an amendment to a Schedule 13G/A reporting that Polar Asset Management Partners Inc., as investment adviser to affiliated funds, beneficially owns 2,000,000 Class B Subordinate Voting Shares, representing 4.6% of that class. The filing identifies Polar's voting and dispositive power over those shares and is signed by Andrew Ma on 05/15/2026.

Xanadu Quantum Technologies Limited filed a Prospectus Supplement to its Form F-1 to update the Prospectus with its Form 6-K and attached the Q1 2026 Quarterly Report. The report shows $272,465 cash and cash equivalents as of March 31, 2026, revenue of $2,832 and a net loss of $(20,604) for the three months ended March 31, 2026. The company completed a Reverse Recapitalization and concurrent PIPE financing that raised gross proceeds of $301,646, including $275,000 from a 27,500,000-share PIPE at $10.00 per share. The filing discloses earn-out mechanics for 1,100,000 sponsor earn-out shares, a fair-value liability for earn-out shares of $7,164 as of March 31, 2026, and long-term debt including a SIF loan with carrying value of $27,612.

Xanadu Quantum Technologies reported first-quarter 2026 results alongside details of its recent SPAC merger and PIPE financing. Revenue rose to $2.8 million from $0.7 million a year earlier, driven mainly by professional services, while net loss widened to $20.6 million from $12.2 million as research, development and administrative spending increased.

The March 26 reverse recapitalization with Crane Harbor Acquisition and a concurrent PIPE raised gross proceeds of $301.6 million, leaving cash and cash equivalents of $272.5 million at March 31. Management believes this liquidity will fund operations, R&D and capital needs for at least 12 months. The quarter also reflects new earn-out share liabilities and the reclassification and exercise of legacy warrants.

Xanadu Quantum Technologies reported first quarter 2026 results, with revenue of $2.8 million, up from $0.7 million in the first quarter of 2025. The company remains in an investment phase, expanding research, hardware, software, and talent to advance its photonic quantum computing roadmap.

Net loss widened to $20.6 million, reflecting higher research and development and general and administrative expenses as the business scales. Adjusted EBITDA loss was $13.9 million. Cash and cash equivalents were $272.5 million as of March 31, 2026, providing resources to continue development and commercialization efforts.

The quarter included completion of the business combination with Crane Harbor Acquisition Corp., making Xanadu a publicly listed pure-play photonic quantum computing company on Nasdaq and the Toronto Stock Exchange. The company also entered negotiations for up to roughly $285 million in potential funding from the governments of Canada and Ontario, and highlighted growing adoption of its PennyLane software platform.

Xanadu Quantum Technologies Ltd Schedule 13G filed by Radical Ventures II GP Inc. and affiliated funds reports beneficial ownership stakes in the company's Class B Subordinate Voting Shares.

Radical GP is reported with 11,898,488 shares (21.56%), Radical Ventures Fund II, L.P. with 9,968,423 shares (19.08%), and Radical Ventures Fund II (International), L.P. with 1,930,065 shares (4.27%), based on 43,284,437 SVS outstanding as of March 26, 2026. The filing states those holdings consist of Class A Multiple Voting Shares convertible into SVS on a share‑for‑share basis. The filing is signed by Jordan Jacobs as Chief Executive Officer.

Xanadu Quantum Technologies Ltd Schedule 13G/A amendment shows two joint filers report shared voting and dispositive power over 75,000 Class B Ordinary Shares. The filers state they beneficially own 0 shares, representing 0% of the class. The filing is signed on 05/05/2026.

Xanadu Quantum Technologies Ltd ownership disclosure: Lockheed Martin Investment Management Company and Lockheed Martin Corporation Master Retirement Trust report beneficial ownership of 2,308,892 Class B-equivalent shares, representing 5.1% of the Class B Subordinate Voting shares outstanding as of April 2, 2026. The position consists of Class A Multiple Voting shares held by MRT that are convertible on a one-for-one basis into Class B shares.

The filing is a joint Schedule 13G under Rule 13d-1(k)(1) and lists shared voting and dispositive power over the disclosed shares.