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
of the Securities Exchange Act of 1934
For the month of August 2026
Commission File Number: 001-43205
Xanadu Quantum Technologies Limited
(Translation of registrant’s name into English)
777 Bay Street,
Suite 2400, Toronto, Ontario M5G 2C8
(Address of principal executive offices)
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 ☐
INCORPORATION BY REFERENCE
This Report on Form 6-K, including Exhibit 10.1, is incorporated by reference into the registrant's registration statement on Form S-8
(File No. 333-296231) (including any prospectuses forming a part of such registration statements) filed with the U.S. Securities and Exchange
Commission, to be a part thereof from the date on which this Report on Form 6-K is submitted, to the extent not superseded by documents
or reports subsequently filed or furnished.
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: August 28, 2026 |
Xanadu Quantum Technologies Limited |
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By: |
/s/ Michael Trzupek |
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Michael Trzupek |
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Chief Financial Officer |
Exhibit Index
| Exhibit |
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Description of Exhibit |
| 10.1 |
|
Agreement, dated August 28, 2026,
between His Majesty the King in Right of Canada, as represented by the Minister of Industry, Xanadu Quantum Technologies Inc. and
Xanadu Quantum Technologies Limited, as guarantor |
| 99.1 |
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Press release dated August 28, 2026 – Government of Canada Invests CAD $195 Million in Xanadu to Build the Quantum Supply Chain |
| 99.2 |
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Press release dated August 28, 2026 – Xanadu Secures CAD $195 Million and Establishes Landmark Advanced Photonics Facility |
Exhibit 99.1
Government of Canada Invests CAD $195 Million in
Xanadu to Build the Quantum Supply Chain
Federal commitment through the Strategic Response Fund for Project
OPTIMISM anchors Xanadu’s plan to manufacture the components of fault-tolerant utility-scale quantum computers in Canada.
TORONTO, ON | Aug 28, 2026 /GLOBE NEWSWIRE/
— Xanadu Quantum Technologies Limited (“Xanadu”; NASDAQ/TSX: XNDU), a leading photonic quantum computing company,
today announced it has signed a definitive agreement with the Government of Canada for CAD $195 million support through the Strategic
Response Fund, administered by Innovation, Science and Economic Development Canada. The funding, which represents the largest investment
in quantum manufacturing in Canadian history, is expected to help enable Xanadu to establish the advanced manufacturing facilities it
needs to build fault-tolerant utility-scale photonic quantum computers.
The CAD $195 million federal commitment formalizes the complete federal
portion of the potential funding of up to CAD $390 million in support announced on March 11, 2026 for Project OPTIMISM.
Quantum computers capable of solving commercially valuable problems
cannot be built solely from off-the-shelf parts. They are expected to depend on manufacturing capabilities that do not exist at scale
today: heterogeneous integration of photonic chips, photonic integrated circuit packaging, wafer-level semiconductor testing and measurement,
and quantum module assembly. With this investment, Xanadu will seek to build these new capabilities locally, giving the company a vertically
integrated path from chip to system, and the manufacturing foundation for its roadmap toward quantum data centres.
“This agreement is a major milestone for Xanadu and for Canada’s
ambition to lead in quantum technology and advanced manufacturing,” said Dr. Christian Weedbrook, Founder and Chief Executive Officer
of Xanadu. “We believe building utility-scale quantum computers will require a new generation of highly specialized manufacturing
capabilities. With the Government of Canada’s commitment through the Strategic Response Fund, we plan to move forward with establishing
that infrastructure here at home, strengthening Canada’s quantum supply chain and creating a foundation for future quantum data-centre
deployment. This is a vital step in our mission to build quantum computers that are useful and available to people everywhere and we take
pride in the Government of Canada’s confidence in Xanadu, and we look forward to continuing our work to realize the full vision for Project
OPTIMISM.”
“Building Canada strong means investing in the industries that
will strengthen our economy today and into the future. Quantum technology represents a tremendous opportunity to create good jobs, strengthen
our economic sovereignty, and grow world-leading industries here at home. By investing in advanced manufacturing and innovation in Canada,
we are building a more resilient economy, developing Canadian talent, and ensuring we remain competitive in a rapidly changing world.”
said The Honourable Mélanie Joly, Minister of Industry and Minister responsible for Canada Economic Development for Quebec Regions.
“Canada is home to some of the world’s leading quantum researchers,
innovators and companies. Strategic investments like this one help transform Canadian breakthroughs into globally competitive businesses,
strengthen our quantum ecosystem, and create high-value jobs here at home. Quantum technologies will be one of the foundational technologies
of the 21st century. By supporting advanced manufacturing and commercialization in Canada, we are helping ensure that Canada remains a
global leader in quantum innovation and that more of the economic benefits of that leadership are created here at home.,” said The
Honourable Evan Solomon, Minister of Artificial Intelligence and Digital Innovation and Minister responsible for the Federal Economic
Development Agency for Southern Ontario.
The capabilities Xanadu develops under the agreement are expected to
extend beyond quantum computing. Advanced photonic packaging, heterogeneous integration, and wafer-level test infrastructure are foundational
to telecommunications, artificial intelligence hardware, and sensing technologies. This investment in Xanadu and the Canadian ecosystem
forming around it are at the center of several of the fastest-growing segments of the global semiconductor industry.
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. 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 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 ability of Xanadu to successfully establish an advanced photonics research,
development, and manufacturing facility as part of Project OPTIMISM and details of such facility; the ability of Xanadu to successfully
acquire or develop world-class technology designed to establish the manufacturing of photonic quantum computing chips; the ability of
Xanadu to successfully scale the production of the components that will power future quantum data centres; the establishment of Canada
in the position as a global leader in the quantum field; government funding and the uses thereof; the expected scope, timeline and successful
implementation of Project OPTIMISM; Xanadu’s plans to establish domestic semiconductor and photonic manufacturing capabilities; the expected
advancement of Xanadu’s roadmap toward utility-scale quantum computing and quantum data-center infrastructure; the expected benefits of
Project OPTIMISM to Canada’s quantum technology supply chain.
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 actual results of Xanadu, 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 its 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; Xanadu’s ability to issue equity or equity-linked securities in the future; Xanadu’s ability to satisfy any conditions,
milestones or other requirements associated with the receipt of government funding; and other factors described in Xanadu’s filings with
the SEC (www.sec.gov) and the Canadian Securities Administrators (www.sedarplus.com). 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 with the SEC and
the Canadian Securities Administrators, 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 communication; 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, 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.
Exhibit 99.2
Xanadu Secures CAD $195 Million and Establishes
Landmark Advanced Photonics Facility
TORONTO, ON | Aug 28, 2026 /GLOBE NEWSWIRE/ — Xanadu Quantum
Technologies Limited (“Xanadu”; NASDAQ/TSX: XNDU), a leading photonic quantum computing company,
announced today that it will establish a landmark advanced photonics research, development, and manufacturing facility as part of Project
OPTIMISM, supported by CAD $195 million in federal government funding also announced today. The new facility, named “Inception,”
is expected to feature world-class technology to enable scalable production of the components that will power future quantum data centres.
We believe this work will revolutionize quantum infrastructure and strengthen Canada’s position as a global leader in the field.
The support for Inception is part of the largest government investment
in quantum manufacturing in Canadian history. The funding is expected to accelerate scaling the photonic hardware required to achieve
fault-tolerant quantum computing, the crucial milestone for delivering commercially meaningful, real-world solutions.
Designed to be a global facility for the manufacturing, packaging,
and assembly of quantum computing components, the 158,000-square-foot Toronto site is being transformed into one of the world’s
most sophisticated photonics facilities.
Inception is expected to feature state-of-the-art cleanrooms and equipment
tailored for high-precision quantum hardware. Key technical capabilities are expected to include round-the-clock test and measurement
facilities and first-of-its-kind heterogeneous integration. This integration process is vital for combining diverse photonic components
onto a single scalable chip. These advanced capabilities will leverage Xanadu’s established industry partnerships and integrate
specialized tooling from ASMPT, Bluefors, DISCO, EVG, FiconTEC, and MPI. The facility is expected to house Xanadu’s Systems Integration
and Operation Centre, where quantum modules are assembled, tested, and verified before being installed into server racks.
“The launch of Inception is a defining strategic milestone for
Xanadu and the broader quantum industry,” said Dr. Christian Weedbrook, Founder and Chief Executive Officer of Xanadu. “We believe
that this investment ensures that Xanadu remains at the forefront of the field, providing the infrastructure necessary to transition quantum
technology from the lab to commercial-scale data centres.”
Xanadu is on a mission to build quantum computers that are useful and
available to people everywhere. Inception is central to this mission, serving as a world-class facility for building the next generation
of quantum infrastructure to meet the global demand for fault-tolerant quantum computing.
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 operate at room temperature. 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 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 ability of Xanadu to successfully establish an advanced photonics research,
development, and manufacturing facility as part of Project OPTIMISM and details of such facility; the ability of Xanadu to successfully
acquire or develop world-class technology designed to establish the manufacturing of photonic quantum computing chips; the ability of
Xanadu to successfully scale the production of the components that will power future quantum data centres; the establishment of Canada
in the position as a global leader in the quantum field; government funding and the uses thereof; the expected scope, timeline and successful
implementation of Project OPTIMISM; Xanadu’s plans to establish domestic semiconductor and photonic manufacturing capabilities; the expected
advancement of Xanadu’s roadmap toward utility-scale quantum computing and quantum data-center infrastructure; the expected benefits of
Project OPTIMISM to Canada’s quantum technology supply chain.
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 actual results of the combined company following the
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
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; failure to realize the
anticipated benefits of the transaction; the ability of the combined company to issue equity or equity-linked securities in the
future; Xanadu’s ability to satisfy any conditions, milestones or other requirements associated with the receipt of government
funding; and other factors described in Xanadu’s filings with the SEC (www.sec.gov) and the Canadian Securities Administrators
(www.sedarplus.com). 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 with the SEC and the Canadian Securities
Administrators, 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 communication;
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, 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.
