Weedbrook details 46.4M-share holding in Xanadu Quantum (XNDU)

Rhea-AI Filing Summary

Christian Weedbrook, CEO of Xanadu Quantum Technologies Ltd., reports beneficial ownership of 46,432,704 Class A Multiple Voting Shares, convertible one-for-one into Class B Subordinate Voting Shares, representing 51.8% of the Class B shares on an as-converted basis as of March 26, 2026.

The stake arose from Xanadu’s business combination with Crane Harbor Acquisition Corp. and Old Xanadu, after which the Class B Subordinate Voting Shares were listed on Nasdaq and the TSX. Weedbrook is subject to a lock-up of up to 180 days on most exchanged shares and holds registration rights, including resale registration and demand and piggyback rights, under a March 26, 2026 Investor and Registration Rights Agreement.

Key Figures

Beneficial ownership: 46,432,704 Class A Multiple Voting Shares As-converted Class B stake: 51.8% of Class B Subordinate Voting Shares Class B shares outstanding: 43,284,436 Class B Subordinate Voting Shares +4 more

7 metrics

Beneficial ownership 46,432,704 Class A Multiple Voting Shares Shares received at closing of March 26, 2026 business combination

As-converted Class B stake 51.8% of Class B Subordinate Voting Shares Based on 43,284,436 Class B shares outstanding as of March 26, 2026

Class B shares outstanding 43,284,436 Class B Subordinate Voting Shares Outstanding as of March 26, 2026 per Shell Company Report

Class A ownership percentage 18.2% of Class A Multiple Voting Shares Percentage of Class A Multiple Voting Shares outstanding as of March 26, 2026

Combined share ownership 15.6% of total Class A and Class B shares Combined stake as of March 26, 2026

Lock-up duration Up to 180 days Market standoff on substantially all shares issued in the business combination

Resale registration deadline Within 30 calendar days after Closing Date Timing for filing Resale Registration Statement under Rights Agreement

Key Terms

Business Combination Agreement, Plan of Arrangement, Class A Multiple Voting Shares, Resale Registration Statement, +2 more

6 terms

Business Combination Agreement financial

"the Issuer consummated the previously announced business combination pursuant to the Business Combination Agreement"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Plan of Arrangement regulatory

"by way of a court approved arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Arrangement")"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

Class A Multiple Voting Shares financial

"for multiple voting shares in the capital of the Issuer ("Class A Multiple Voting Shares," and together with the Class B Subordinate Voting Shares, the "Shares")"

Class A multiple voting shares are a type of stock that carries several votes per share, giving holders disproportionately more control over corporate decisions than holders of regular shares. Think of them as having extra voting tickets at a meeting: a small group can steer board appointments and strategy. For investors, this matters because voting power affects governance, takeover likelihood and can influence share value, liquidity and minority shareholder protections.

Resale Registration Statement regulatory

"a registration statement (the "Resale Registration Statement") with the SEC to register the resale of shares held by certain shareholders"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Investor and Registration Rights Agreement financial

"Pursuant to the Investor and Registration Rights Agreement dated March 26, 2026 (the "Rights Agreement")"

lock-up financial

"are subject to customary market standoff provisions that restrict such holders' ability to lend, offer, pledge, sell, transfer or otherwise dispose of shares for a period following the Closing Date of up to 180 days"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Xanadu Quantum Technologies Ltd.

(Name of Issuer)

Class B Subordinate Voting Shares, without par value

(Title of Class of Securities)

(CUSIP Number)

Christian Weedbrook
777 Bay Street, Suite 2400,
Toronto, A6, M5G 2C8
(416) 304-9629

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/26/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Christian Weedbrook

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 46,432,704.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 46,432,704.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

46,432,704.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B Subordinate Voting Shares, without par value
(b)	Name of Issuer: Xanadu Quantum Technologies Ltd.
(c)	Address of Issuer's Principal Executive Offices: 777 Bay Street, Suite 2400, Toronto, ONTARIO, CANADA , M5G 2C8.
Item 2.	Identity and Background
(a)	Christian Weedbrook (the "Reporting Person")
(b)	777 Bay Street, Suite 2400, Toronto, Ontario M5G 2C8, Canada
(c)	Mr. Weedbrook serves as Chief Executive Officer and Director of the Issuer.
(d)	During the last five years, the Reporting Person has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding before a judicial or administrative body of competent jurisdiction that resulted in such person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Weedbrook is a citizen of Canada.
Item 3.	Source and Amount of Funds or Other Consideration
	To the extent required by Item 3, the information contained in Item 4 is incorporated herein by reference.
Item 4.	Purpose of Transaction
	As previously disclosed on the Issuer's Form 20-F filed with the Securities and Exchange Commission (the "SEC") on April 1, 2026, on March 26, 2026 (the "Closing Date"), the Issuer consummated the previously announced business combination pursuant to the Business Combination Agreement (the "Business Combination Agreement"), dated as of November 3, 2025, by and among Crane Harbor Acquisition Corp., a Cayman Islands exempted company subsequently continued as a corporation under the Business Corporations Act (Ontario) and renamed following completion of the transaction as Xanadu Quantum Technologies Former SPAC Inc. ("Crane Harbor"), and Xanadu Quantum Technologies Inc., a corporation continued under the Business Corporations Act (Ontario) ("Old Xanadu"), which provided for, among other things and subject to the terms and conditions contained in the Business Combination Agreement, and the plan of arrangement (the "Plan of Arrangement"), (i) the continuation of Crane Harbor from the Companies Act (Cayman Islands) to the Business Corporations Act (Ontario) (the "Crane Harbor Continuance"), (ii) the Issuer's acquisition of all of the issued and outstanding shares in the capital of Crane Harbor in exchange for subordinate voting shares in the capital of the Issuer ("Class B Subordinate Voting Shares") and all of the issued and outstanding shares in the capital of Old Xanadu, other than Non-Voting Common Shares in the capital of Old Xanadu ("Non-Voting Common Shares"), for multiple voting shares in the capital of the Issuer ("Class A Multiple Voting Shares," and together with the Class B Subordinate Voting Shares, the "Shares") and all of the issued and outstanding Non-Voting Common Shares, for Class B Subordinate Voting Shares, in each case, by way of a court approved arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Arrangement"), resulting in Crane Harbor and Old Xanadu becoming wholly-owned subsidiaries of the Issuer; and (iii) the listing of the Class B Subordinate Voting Shares for trading on each of the Nasdaq Global Market ("Nasdaq") and the Toronto Stock Exchange (the "TSX") (collectively, with the other transactions contemplated in the Business Combination Agreement, the Plan of Arrangement and the documents contemplated therein, the "Transactions"). On the Closing Date and pursuant to the Plan of Arrangement, among other things, (i) each then issued and outstanding Old Xanadu Preferred Share held by an Old Xanadu Preferred Shareholder was converted into and exchanged for one Old Xanadu Voting Common Share; (ii) each then issued and outstanding Old Xanadu Voting Common Share held by an Old Xanadu Voting Common Shareholder was transferred to the Issuer in consideration for that number of Class A Multiple Voting Shares equal to the Exchange Ratio; (iii) each then issued and outstanding Old Xanadu Non-Voting Common Share held by an Old Xanadu Non-Voting Common Shareholder was transferred to the Issuer in consideration for that number of Class B Subordinate Voting Shares equal to the Exchange Ratio; (iv) each Old Xanadu Voting Option then outstanding was exchanged for an option to purchase Class A Multiple Voting Shares (each, a "MVS Option"); (v) each then outstanding Old Xanadu Non-Voting Option was exchanged for an option to purchase Class B Subordinate Voting Shares (each, a "SVS Option"); and (vi) each then outstanding Old Xanadu Warrant to purchase Voting Common Shares in the capital of Old Xanadu was exchanged for a warrant to purchase Class A Multiple Voting Shares (the "MVS Warrants") and each then outstanding Old Xanadu Warrant to purchase Non-Voting Common Shares was exchanged for a warrant to purchase Class B Subordinate Voting Shares (the "SVS Warrants," and together with the MVS Warrants, the "Warrants"), each as provided in the Plan of Arrangement. The Reporting Person received an aggregate of 46,432,704 Class A Multiple Voting Shares on the Closing Date in connection with the closing of the Transactions in exchange for equity of Old Xanadu. The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein. Plans or Proposals The Reporting Person is the Chief Executive Officer and a member of the board of directors ("Board") of the Issuer. In this capacity, he may communicate with other members of management, other members of the Board, and/or other shareholders from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the Board with a view to maximizing shareholder value. Such discussions and actions may be preliminary and exploratory in nature, and may not rise to the level of a plan or proposal. As an executive officer of the Issuer, the Reporting Person is eligible to receive, from time to time at the discretion of the Board or the compensation committee or other duly constituted committee thereof, equity awards pursuant to the Issuer's Omnibus Long Term Incentive Plan or other equity plans adopted from time to time. Such awards may consist of stock options, restricted share awards or restricted share units, which may be subject to vesting upon the satisfaction of time-based or performance-based vesting conditions. Additionally, pursuant to the Rights Agreement (as defined in Item 6 below), as long as the Reporting Person owns, controls or directs, directly or indirectly, in the aggregate, 5% or more of the voting rights attached to all then-outstanding shares of the Issuer (on a non-diluted basis), in connection with any election of directors, (i) the Issuer's Chief Executive Officer shall be a nominee to serve as a director, and (ii) the Reporting Person shall be entitled to nominate one individual to serve as a director. Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to, or would result in, any of the actions described in Item 4 of Schedule 13D, although the Reporting Person, at any time and from time to time, may review, reconsider and change such position, change his purpose, or develop such plans, and may seek to influence management of the Issuer or the Board with respect to the business and affairs of the Issuer, and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of the Reporting Person's cover page to this Schedule 13D set forth the aggregate number of Class B Subordinate Voting Shares and percentages of the Class B Subordinate Voting Shares beneficially owned by the Reporting Person and are incorporated by reference. The Reporting Person's ownership of the Issuer's securities consists of 46,432,704 Class A Multiple Voting Shares. The Class A Multiple Voting Shares are convertible on a one-for-one basis into an equal number of Class B Subordinate Voting Shares. The percentage set forth in row 13 is based upon 43,284,436 Class B Subordinate Voting Shares outstanding as of March 26, 2026, as reported in the Issuer's Shell Company Report on Form 20-F filed with the SEC on April 1, 2026, adjusted in accordance with rules of the SEC, to give effect to the full conversion of Class A Multiple Voting Shares beneficially owned by the Reporting Person (but not the conversion of any other outstanding Class A Multiple Voting Shares). The shares beneficially owned by the Reporting Person represent 18.2% of the Class A Multiple Voting Shares and 15.6% of the total combined Class A Multiple Voting and Class B Subordinate Voting Shares, in each case, outstanding as of March 26, 2026.
(b)	Rows 7 through 10 of the Reporting Person's cover page to this Schedule 13D set forth the number of Class B Subordinate Voting Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
(c)	Except as set forth herein, the Reporting Person has not effected any transactions with respect to the securities of the Issuer during the past sixty days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 is incorporated herein by reference. Indemnification Agreements The Reporting Person has entered into the Issuer's standard form of Indemnification Agreement (the "Indemnification Agreement"). The Indemnification Agreement provides for indemnification and advancement by the Issuer of certain expenses and costs relating to claims, suits, or proceedings arising from service by the Reporting Person to the Issuer or, at its request, service to other entities, as an executive officer and director to the maximum extent permitted by applicable law. Investor and Registration Rights Agreement Pursuant to the Investor and Registration Rights Agreement dated March 26, 2026 (the "Rights Agreement"), the Issuer has agreed to file, within 30 calendar days after the Closing Date, a registration statement (the "Resale Registration Statement") with the SEC to register the resale of shares held by certain shareholders (the "Holders"), including the Reporting Person. The Issuer has agreed to use its commercially reasonable efforts to cause the Resale Registration Statement to become effective by the SEC as soon as reasonably practicable after the initial filing thereof. The Holders are also entitled to customary demand and piggy-back registration rights. Lock-up Pursuant to an agreement entered into with Old Xanadu, the holders of substantially all Shares issued upon the exchange of Old Xanadu securities in connection with the Business Combination, including the Reporting Person, are subject to customary market standoff provisions that restrict such holders' ability to lend, offer, pledge, sell, transfer or otherwise dispose of shares for a period following the Closing Date of up to 180 days, as provided therein, subject to customary exceptions and any earlier waiver or termination in accordance with their terms. The foregoing descriptions of the Rights Agreement and the Indemnification Agreement do not purport to be complete and are qualified in their entirety by reference to the Rights Agreement and form of Indemnification Agreement, copies of which are filed as Exhibits 99.2 and 99.3 hereto and incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Business Combination Agreement, dated November 3, 2025, by and among Crane Harbor Acquisition Corp., Xanadu Quantum Technologies Limited and Xanadu Quantum Technologies Inc. (incorporated by reference to Exhibit 2.1 to the Issuer's Registration Statement on Form F-4 (File No. 333-292991) filed with the SEC on February 27, 2026). Exhibit 99.2 Investor and Registration Rights Agreement, dated March 26, 2026, by and among Xanadu Quantum Technologies Limited, Crane Harbor Sponsor, LLC and the other parties listed in Schedule A thereto (incorporated by reference to Exhibit 2.3 to the Issuer's Shell Company Report on Form 20-F (File No. 001-43205) filed with the SEC on April 1, 2026). Exhibit 99.3 Form of Indemnification Agreement (incorporated by reference to Exhibit 4.9 to the Issuer's Shell Company Report on Form 20-F (File No. 001-43205) filed with the SEC on April 1, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Christian Weedbrook

Signature:	/s/ Christian Weedbrook
Name/Title:	Christian Weedbrook
Date:	04/02/2026

FAQ

How many Xanadu Quantum (XNDU) shares does Christian Weedbrook beneficially own?

Christian Weedbrook beneficially owns 46,432,704 Class A Multiple Voting Shares. These are convertible on a one-for-one basis into Class B Subordinate Voting Shares, giving him a substantial economic and voting interest in Xanadu Quantum Technologies Ltd. following the business combination.

What percentage of Xanadu Quantum (XNDU) does Weedbrook’s stake represent?

Weedbrook’s holdings represent 51.8% of the Class B Subordinate Voting Shares on an as-converted basis. His position also equals 18.2% of the Class A Multiple Voting Shares and 15.6% of the combined Class A and Class B shares outstanding as of March 26, 2026.

How did Christian Weedbrook acquire his Xanadu Quantum (XNDU) stake?

Weedbrook received 46,432,704 Class A Multiple Voting Shares at closing of Xanadu’s business combination with Crane Harbor Acquisition Corp. and Old Xanadu. The shares were issued in exchange for his equity in Old Xanadu under a court-approved plan of arrangement in Ontario.

Is Christian Weedbrook subject to any lock-up on his Xanadu Quantum (XNDU) shares?

Yes. Weedbrook, along with most holders of shares issued in the business combination, is subject to a lock-up of up to 180 days after the closing date. During this period, his ability to sell, transfer, or otherwise dispose of shares is contractually restricted, subject to customary exceptions.

What registration rights does Christian Weedbrook have for his Xanadu Quantum (XNDU) shares?

Under a March 26, 2026 Investor and Registration Rights Agreement, Weedbrook is a holder entitled to registration rights. Xanadu agreed to file a resale registration statement within 30 days of closing and to provide customary demand and piggyback registration rights for qualifying shareholders.

Does Christian Weedbrook have any board nomination rights at Xanadu Quantum (XNDU)?

Yes. As long as he owns at least 5% of the Issuer’s voting rights on a non-diluted basis, the chief executive officer must be nominated as a director and Weedbrook may nominate one additional director candidate, pursuant to rights described in the Investor and Registration Rights Agreement.