UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of May 2026
Commission
File Number: 001-43205
Xanadu
Quantum Technologies Limited
(Translation
of registrant’s name into English)
777
Bay Street, Toronto, Ontario M5G 2C8
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Entry
into a Standby Equity Purchase Agreement
On
May 20, 2026 (the “Effective Date”), Xanadu Quantum Technologies Limited, a corporation incorporated under the Business Corporations
Act (Ontario) (the “Company”), entered into a standby equity purchase agreement (the “Purchase Agreement”) with
YA II PN, Ltd. (“Yorkville”), pursuant to which the Company has the right to sell to Yorkville up to $300,000,000 of its
subordinate voting shares, no par value (the “Subordinate Voting Shares”), subject to certain limitations and conditions
set forth in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Subordinate Voting Shares
to Yorkville under the Purchase Agreement, and the timing of any such sales, are at the Company’s option, and the Company is under
no obligation to sell any securities to Yorkville under the Purchase Agreement. In accordance with its obligations under the Purchase
Agreement, the Company intends to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”)
to register under the Securities Act of 1933, as amended (the “Securities Act”), the resale by Yorkville of Subordinate Voting
Shares that the Company may elect, in its sole discretion, to issue and sell to Yorkville under the Purchase Agreement.
Upon
the satisfaction of the conditions to Yorkville’s purchase obligation set forth in the Purchase Agreement, including that a registration
statement be declared effective by the SEC, the Company will have the right, but not the obligation, from time to time at its sole discretion
during the period beginning on the date of the Purchase Agreement and ending upon termination of the Purchase Agreement in accordance
with its terms (the “Commitment Period”), to direct Yorkville to subscribe and purchase a specified number of Subordinate
Voting Shares (each such sale, an “Advance”) by delivering a written notice to Yorkville (each, an “Advance Notice”).
There is no mandatory minimum amount for any Advance and no non-usage fee for not utilizing the full commitment amount or any part thereof.
The number of Subordinate Voting Shares the Company may request in any Advance Notice may not exceed the maximum advance amount set forth
in the Purchase Agreement and is subject to the limitations described below, including the Exchange Cap (as defined in the Purchase Agreement)
and the Ownership Limitation (as defined below).
The
per share purchase price Yorkville will pay for the Subordinate Voting Shares (the “Purchase Price”) will equal 97.50% of
the Market Price (as defined below), provided that if such price is less than the TSX Minimum Price (as defined below), the Purchase
Price shall equal the applicable TSX Minimum Price. The Market Price is defined as the volume weighted average price of the Subordinate
Voting Shares on the principal U.S. market on which the Subordinate Voting Shares are listed during the applicable pricing period, which
is a one-day pricing period commencing upon Yorkville’s written confirmation of receipt of the applicable Advance Notice and ending
at 4:00 p.m. New York City time on the same trading day (unless otherwise agreed by the parties or the pricing period is terminated pursuant
to the terms of the Purchase Agreement). The TSX Minimum Price is the volume weighted average price of the Subordinate Voting Shares
on the Toronto Stock Exchange (the “TSX”) during the five TSX trading day period immediately preceding the delivery of the
applicable Advance Notice, less the maximum permitted discount provided in the TSX Company Manual, converted to U.S. dollars using the
exchange rate quoted by the Bank of Canada at the time of submission of such Advance Notice.
The
Company will control the timing and amount of any sales of Subordinate Voting Shares to Yorkville. Actual sales of the Company's Subordinate
Voting Shares to Yorkville under the Purchase Agreement, if any, will depend on a variety of factors to be determined by the Company
from time to time, which may include, among other things, market conditions, the trading price of the Company's Subordinate Voting Shares
and determinations by the Company as to the appropriate sources of funding for its business and its operations.
Yorkville
will not be obligated to purchase any Subordinate Voting Shares under the Purchase Agreement which, when aggregated with all other Subordinate
Voting Shares then beneficially owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership
by Yorkville and its affiliates exceeding 4.99% of the then outstanding voting power or number of Subordinate Voting Shares (the “Ownership
Limitation”).
The
net proceeds under the Purchase Agreement to the Company will depend on the number of Subordinate Voting Shares the Company sells to
Yorkville, the timing of such sales, and the prices at which the Company sells such shares to Yorkville. The Company expects that any
proceeds received from such sales to Yorkville will be used for working capital and other general corporate purposes.
Yorkville
has agreed that it and its affiliates will not engage in any short sales of the Subordinate Voting Shares during the Commitment Period,
except that Yorkville may sell a number of Subordinate Voting Shares equal to the number of shares that it is unconditionally obligated
to purchase under a pending Advance Notice but has not yet received from the Company or the Company's transfer agent.
The
Purchase Agreement will automatically terminate on the earlier of (i) 36 months following the Effective Date or (ii) the date on which
Yorkville shall have made payment of Advances pursuant to the Purchase Agreement for Subordinate Voting Shares equal to $300,000,000
in the aggregate. The Company may terminate the Purchase Agreement at any time upon written notice to Yorkville, provided that (i) there
are no outstanding Advance Notices for which Subordinate Voting Shares have yet to be issued and paid for and (ii) the Company has paid
all amounts owed to Yorkville pursuant to the Purchase Agreement. The Purchase Agreement may also be terminated at any time by mutual
written consent of the parties. Neither the Company nor Yorkville may assign or transfer their respective rights and obligations under
the Purchase Agreement, and no provision of the Purchase Agreement may be modified or waived other than by an instrument in writing signed
by both parties.
As
consideration for Yorkville’s commitment to purchase Subordinate Voting Shares at the Company's direction upon the terms and subject
to the conditions set forth in the Purchase Agreement, the Company has paid Yorkville a structuring fee in the amount of $25,000 and
is obligated to pay a commitment fee equal to 0.45% of the aggregate commitment amount under the Purchase Agreement (the “Commitment
Fee”), which is fully earned upon execution of the Purchase Agreement. At the Company’s option, the Company elected to pay
the Commitment Fee in cash, with 10% of the gross proceeds from each Advance deducted by Yorkville from the total Purchase Price payable
to the Company from each such Advance until the Commitment Fee is paid in full. Any portion of the Commitment Fee that remains unpaid
upon the termination of the Purchase Agreement, or upon the twelve-month anniversary of the date of the Purchase Agreement, shall be
immediately paid by the Company to Yorkville in cash.
The
Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations,
warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific
dates, were solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties.
The
Company does not know what the Purchase Price for its Subordinate Voting Shares will be and therefore cannot be certain as to the number
of shares it might issue to Yorkville under the Purchase Agreement. Although the Purchase Agreement provides that the Company may sell
up to $300,000,000 of its Subordinate Voting Shares to Yorkville, the actual number of shares issued will depend on the Purchase Price
at the time of each Advance.
If
the Company elects to issue and sell Subordinate Voting Shares to Yorkville under the Purchase Agreement, the Company must ensure that
any such shares are registered for resale under the Securities Act, which could cause additional dilution to the Company's shareholders.
There
are substantial risks to the Company's shareholders as a result of the sale and issuance of Subordinate Voting Shares to Yorkville under
the Purchase Agreement. These risks include the potential for substantial dilution and significant declines in the Company's share price.
Issuances of the Company's Subordinate Voting Shares under the Purchase Agreement will not affect the rights or privileges of the Company's
existing shareholders, except that the economic and voting interests of each of the Company's existing shareholders will be diluted as
a result of any such issuance. Although the number of Subordinate Voting Shares that the Company's existing shareholders own will not
decrease as a result of sales, if any, under the Purchase Agreement, the shares owned by the Company's existing shareholders will represent
a smaller percentage of the Company's total outstanding shares after any such issuance to Yorkville.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of
the Purchase Agreement, the form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On
May 21, 2026, the Company published a press release entitled “Xanadu Announces up to $300 Million Synthetic At-The-Market Program”.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This
report does not constitute an offer to sell or the solicitation of offers to buy any securities of the Company, and shall not constitute
an offer, solicitation or sale of any security 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.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 10.1* |
|
Standby Equity Purchase Agreement, dated May 20, 2026, by and between Xanadu Quantum Technologies Limited and YA II PN, Ltd. |
| 99.1 |
|
Xanadu Announces up to $300 Million Synthetic At-The-Market Program |
| * | Certain
confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit. |
Forward-Looking
Statements
This
Report on Form 6-K contains “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. The Company has based these forward-looking statements on current expectations and projections about
future events. These statements include: the Program, including its size, the intended use of net proceeds therefrom, expected benefits
thereof; the filing of a resale registration statement on Form F-1; the Company’s ability to continue scaling and executing on
its long-term roadmap towards fault-tolerant quantum computing and the Company’s objective to strategically and prudently tap the
equity market to fund its growth strategy.
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. These forward-looking statements
are subject to known and unknown risks, uncertainties and assumptions that may cause the Company's actual results, 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; material weaknesses in Xanadu's internal control over financial reporting and the Company's ability
to maintain internal control over financial reporting and operate as a public company; the outcome of any legal proceedings or government
investigations that may be commenced against Xanadu; failure to realize the anticipated benefits of the business combination with Crane
Harbor Acquisition Corp.; the Company's ability to issue equity or equity-linked securities in the future; risks related to the Program,
including the potential for substantial dilution to existing shareholders resulting from the issuance of Class B subordinate voting shares
thereunder, the risk that sales of such shares or the perception that such sales may occur, could cause the price of the Company's Class
B subordinate voting shares to decline; and other factors described in the Company's filings with the SEC and the CSA, which factors
are incorporated by reference herein. 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 by the Company with the SEC and the CSA, 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 management
as of the date of this report; subsequent events and developments may cause their assessments to change. While Xanadu may elect to update
these forward-looking statements at some point in the future, it specifically disclaims 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 the Company “believes” and similar statements reflect the Company's beliefs and opinions on the
relevant subject. These statements are based upon information available to the Company as of the date of this report, and while the Company
believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements
should not be read to indicate that the Company has 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.
SIGNATURES
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, thereunto duly authorized.
| Dated:
May 21, 2026 |
Xanadu
Quantum Technologies Limited |
| |
|
|
| |
By: |
/s/
Christian Weedbrook |
| |
Name: |
Christian
Weedbrook |
| |
Title: |
Chief
Executive Officer |
4
Exhibit
99.1
Xanadu
Announces $300 Million Synthetic At-The-Market Program
Toronto,
ON | May 21st, 2026 /CNW/ -- Xanadu Quantum Technologies Limited (“Xanadu” or the “Company”; Nasdaq/TSX:
XNDU), a leading photonic quantum computing company, today announced that it has entered into a synthetic at-the-market equity facility
for up to $300 million (the “Program”) with YA II PN, Ltd. (“Yorkville Advisors”). The Company intends to use
the net proceeds, if any, for working capital and general corporate purposes.
The
Program provides Xanadu with the ability, but not the obligation, to issue and sell to Yorkville Advisors up to $300 million of its Class
B subordinate voting shares in private placements over a term of three years, subject to certain limitations and conditions in the Standby
Equity Purchase Agreement between Xanadu and Yorkville Advisors dated May 20, 2026 (the “SEPA”). The Company expects to access
the Program opportunistically, based on prevailing market conditions and valuation levels it believes to be favorable to shareholder
value.
Any
net proceeds from the Program will be received directly by the Company. The Program consists exclusively of treasury offerings by the
Company, with no secondary sales by existing shareholders. In connection with the launch of the Program, the Company plans to file a
registration statement on Form F-1 with the U.S. Securities and Exchange Commission (the “SEC”), to qualify the re-sale of
shares issued pursuant to the Program by Yorkville Advisors in accordance with applicable U.S. securities laws.
“The
Program will provide us with efficient and flexible access to capital as we continue scaling and executing on our long-term roadmap towards
fault-tolerant quantum computing,” said Michael Trzupek, Chief Financial Officer of Xanadu. “Our objective is to strategically
and prudently tap the equity market to enable us to remain well-positioned to fund our growth strategy.”
A
copy of the SEPA will be filed with the SEC (www.sec.gov) and the Canadian Securities Administrators (the “CSA”) (www.sedarplus.com).
The descriptions contained in this press release are summaries only, do not purport to be complete, and are qualified in their entirety
by reference to the agreement furnished as an exhibit to the Company’s Form 6-K filed with the SEC as of this date.
This
press release does not constitute an offer to sell or the solicitation of offers to buy any securities of Xanadu, and shall not constitute
an offer, solicitation or sale of any security 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.
About
Xanadu
Founded
in 2016, Xanadu is a Canadian photonic quantum computing company with the mission to build quantum computers that are useful and available
to people everywhere. Xanadu is building fault-tolerant quantum computers using light, with systems designed to compute at room temperature.
Backed by more than $500 million USD in historical funding, Xanadu develops both hardware and software, including PennyLane, its
open-source quantum computing platform. Xanadu is the first pure-play photonic quantum computing company to list on public markets (Nasdaq/TSX:
XNDU) and is recognized globally for its breakthroughs in scalable quantum technologies. Visit xanadu.ai
or follow on X @XanaduAI.
Contacts
Press
Contact:
press@xanadu.ai
Investor
Relations:
investors@xanadu.ai
Forward-Looking
Statements
This
press release contains “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 Program, including its size, the intended use of net proceeds therefrom, expected benefits thereof;
the filing of a resale registration statement on Form F-1; the Company’s ability to continue scaling and executing on its long-term
roadmap towards fault-tolerant quantum computing and the Company’s objective to strategically and prudently tap the equity market
to fund its growth strategy.
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. These forward-looking statements
are subject to known and unknown risks, uncertainties and assumptions that may cause the Company's actual results, 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; material weaknesses in Xanadu's internal control over financial reporting and the Company's ability
to maintain internal control over financial reporting and operate as a public company; the outcome of any legal proceedings or government
investigations that may be commenced against Xanadu; failure to realize the anticipated benefits of the business combination with Crane
Harbor Acquisition Corp.; the Company's ability to issue equity or equity linked securities in the future; risks related to the Program,
including the potential for substantial dilution to existing shareholders resulting from the issuance of Class B subordinate voting shares
thereunder, the risk that sales of such shares or the perception that such sales may occur, could cause the price of the Company's Class
B subordinate voting shares to decline; and other factors described in the Company's filings with the SEC and the CSA, which factors
are incorporated by reference herein. 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 by the Company with the SEC and the CSA, 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 management
as of the date of this press release; subsequent events and developments may cause their assessments to change. While Xanadu may elect
to update these forward-looking statements at some point in the future, it specifically disclaims 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 press release, 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.
