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Xanadu Quantum Technologies Limited 424B Filings

XNDU NASDAQ

Every 424B that Xanadu Quantum Technologies Limited (XNDU) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 424B covers the supplement that carries the terms of a priced offering, so if you follow XNDU and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full XNDU filings page.

Rhea-AI Summary

Xanadu Quantum Technologies Ltd (XNDU) has filed a prospectus supplement updating its F-1 prospectus with a new Form 6-K that centers on a major Canadian government funding agreement and related project disclosures. Xanadu has signed a definitive Strategic Response Fund (SRF) agreement under which the Minister of Industry, on behalf of His Majesty the King in Right of Canada, will provide a conditionally repayable Contribution of up to CAD $195 million to support “Project Optimism,” focused on advanced photonic quantum computing manufacturing in Toronto.

The SRF agreement runs through a Work Phase ending on the Project Completion Date of March 31, 2031, followed by a Benefits Phase and a total Agreement duration to the later of December 31, 2052 or the final repayment. The Maximum Amount to be Repaid is stated as 1.5 times the actual amount disbursed, over up to 20 Years to Repay, with detailed schedules redacted. Funding is one component of broader Government Funding that also contemplates tax credits and provincial incentives. Xanadu will establish a 158,000‑square‑foot advanced photonics R&D and manufacturing facility in Toronto, named “Inception”, expected to include state‑of‑the‑art cleanrooms, heterogeneous photonic integration, and round‑the‑clock test and measurement infrastructure to support future utility‑scale quantum data centers. As context, Xanadu’s Class B Subordinate Voting Shares last traded at $10.38 on Nasdaq and C$14.39 on the TSX on August 27, 2026.

Rhea-AI Summary

Xanadu Quantum Technologies Ltd (XNDU) filed a prospectus supplement to its Form F-1, updating the prospectus with its latest Form 6-K and Form 20-F. The update centers on a definitive agreement with the Government of Canada for a CAD $195 million conditionally repayable contribution under the Strategic Response Fund to support “Project ”.

The contribution will help fund an advanced photonics research, development and manufacturing facility in Toronto, named “Inception”, intended to produce components for fault-tolerant, utility-scale photonic quantum computers and future quantum data centers. The SRF agreement sets a Project Completion Date of March 31, 2031, a repayment period of 20 years, and a maximum repayment of 1.5× the disbursed contribution. As context, Xanadu’s Class B Subordinate Voting Shares last traded at $10.38 on Nasdaq and C$14.39 on the TSX on August 27, 2026.

Rhea-AI Summary

Xanadu Quantum Technologies Ltd. (XNDU) filed a prospectus supplement to its Form F-1 to incorporate its latest Form 6-K, which includes second-quarter 2026 results and the first post–reverse-recapitalization quarterly report. The Class B Subordinate Voting Shares trade on Nasdaq and the TSX under the symbol XNDU.

For the quarter ended June 30, 2026, revenue was $1.5 million, up from $1.1 million a year earlier, while the net loss widened to $42.1 million from $15.1 million. Adjusted EBITDA loss increased to $21.3 million. Operating expenses more than doubled year over year, driven mainly by higher research and development and general and administrative costs as the company scales.

Xanadu’s balance sheet changed significantly following a March 2026 reverse recapitalization with a SPAC and a concurrent PIPE financing, plus a synthetic at-the-market equity facility. Cash and cash equivalents rose to $312.8 million from $16.2 million at year-end 2025. Management states this cash should fund operations, R&D, and capital expenditures for at least 12 months under its current plan.

Rhea-AI Summary

Xanadu Quantum Technologies Ltd (XNDU) filed a prospectus supplement to its Form F-1, incorporating its Form 6-K for August 2026 and 2025 Form 20-F, and providing second-quarter 2026 results. Class B Subordinate Voting Shares trade on Nasdaq and TSX under “XNDU”.

For the quarter ended June 30, 2026, Xanadu generated $1.5 million in revenue, up from $1.1 million a year earlier, but reported a larger net loss of $42.1 million versus $15.1 million. Operating expenses rose sharply, mainly from higher research and development and general and administrative spending, and losses were further impacted by $10.6 million of loss on fair value of earn-out share liabilities and $1.9 million loss on derivative instruments.

Six-month 2026 revenue was $4.3 million compared with $1.8 million in 2025, with a net loss of $62.7 million. Adjusted EBITDA for the quarter was –$21.3 million. Liquidity strengthened significantly: cash and cash equivalents were $312.8 million as of June 30, 2026, up from $16.2 million at year-end 2025, driven by $301.6 million of gross proceeds from a reverse recapitalization and PIPE and $67.2 million raised under a synthetic at-the-market equity facility.

Rhea-AI Summary

Xanadu registers resale of 30,100,000 Class B Subordinate Voting Shares consisting of 30,000,000 shares that may be issued to Yorkville under a standby equity purchase agreement and 100,000 shares issued to Cohen & Company Securities, LLC for advisory compensation.

The company has a committed equity financing (SEPA) with Yorkville providing a $300,000,000 commitment; sales to Yorkville are at Xanadu’s option at 97.5% of the Market Price (subject to a TSX minimum-price mechanism) and subject to a 4.99% ownership cap for Yorkville. As of May 14, 2026, there were 43,284,411 Class B Subordinate Voting Shares outstanding and, after the full registered issuance, 73,384,411 shares would be outstanding.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Xanadu Quantum Technologies Limited is registering the resale of up to 293,655,720 Class B Subordinate Voting Shares and registering up to 157,960 Class B Subordinate Voting Shares issuable upon exercise of warrants.

The resale registration covers shares held or issuable to legacy holders, holders converting Class A Multiple Voting Shares, PIPE investors, founder and CHAC private placement holders. The company will receive proceeds only from exercised SVS warrants and intends to use such proceeds for working capital and general corporate purposes. The Class B Subordinate Voting Shares trade on Nasdaq and the TSX under the symbol XNDU.