Xanadu Quantum Technologies Ltd reporting persons (GIC Private Limited, GIC Special Investments Private Limited and Aurora Investment Pte Limited) report beneficial ownership of 3,099,620 Class B Subordinate Voting Shares, representing 6.68% of the class. The shares are issuable upon conversion of an equal number of Class A Multiple Voting Shares on a 1-for-1 basis; the percentage is calculated using March 26, 2026 outstanding share data of 43,284,436 Class B Shares and includes Class B Shares issuable upon conversion exercisable within 60 days.
Positive
None.
Negative
None.
Insights
GIC-related entities report a passive, sub-10% stake via convertible Class A holdings.
The filing lists a collective beneficial ownership of 3,099,620 Class B Shares (including shares issuable on conversion) equal to 6.68% of Class B outstanding as of March 26, 2026. Ownership is reported through conversion rights tied to Class A Multiple Voting Shares exercisable on a 1-for-1 basis.
Voting and dispositive power is shared among Aurora, GIC SI, and GIC PL per the tables; the Government of Singapore disclaims beneficial ownership. Future disclosures will show any changes to this passive position.
Structure shows indirect/managed holdings and shared voting control, not a straightforward single-owner block.
The filing explains that GIC SI is wholly owned by GIC PL and that voting/dispositive power is shared; GIC PL acts as a manager for government-related clients. The ownership includes Class B shares issuable upon conversion of Class A shares exercisable within 60 days of March 26, 2026.
Because the position is under 10% and described via conversion rights and shared powers, it aligns with passive institutional disclosure norms rather than an activist stake.
Key Figures
Reported shares beneficially owned:3,099,620 sharesPercent of class:6.68%Shares outstanding used for calc:43,284,436 shares
3 metrics
Reported shares beneficially owned3,099,620 sharesClass B Shares issuable upon conversion of Class A Shares
Percent of class6.68%Calculated using 43,284,436 Class B Shares outstanding as of March 26, 2026
Shares outstanding used for calc43,284,436 sharesClass B Shares outstanding as of March 26, 2026
Key Terms
Class B Subordinate Voting Shares, Class A Multiple Voting Shares, Rule 13d-3, Schedule 13G
4 terms
Class B Subordinate Voting Sharesfinancial
"Title/cover and Item 2(d) naming the security class"
Class B subordinate voting shares are a type of common stock that carry fewer or weaker voting rights than a company's primary share class, meaning holders have less influence over corporate decisions. For investors this matters because these shares often trade at different prices, can affect control of the company, and may offer similar entitlement to dividends despite reduced governance power—like holding a regular concert ticket while someone else has the VIP pass.
Class A Multiple Voting Sharescorporate
"Comments describing conversion into Class B Shares on a 1-for-1 basis"
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.
Rule 13d-3regulatory
"Percentage calculation references Rule 13d-3 of the Exchange Act"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
Schedule 13Gregulatory
"Metadata and filing type indicating passive institutional disclosure"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
98390R102
(CUSIP Number)
03/26/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
98390R102
1
Names of Reporting Persons
GIC Private Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,099,620.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,099,620.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,099,620.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.68 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: (1) The reporting person's ownership consists of 3,099,620 Class B Shares, without par value ("Class B Shares") issuable upon conversion of a like number of Class A Multiple Voting Shares, without par value ("Class A Shares") beneficially owned by the reporting person, which Class A Shares are convertible, at the option of the holder, into Class B Shares on a 1-for-1 basis. The percentage of shares beneficially owned set forth in row 11 above is based on a total of 43,284,436 Class B Shares outstanding as of March 26, 2026, plus, in accordance with Rule 13d-3 of the Exchange Act, the number of Class B Shares issuable upon the conversion of the Class A Shares beneficially owned by the reporting person where such conversion right is exercisable within 60 days after March 26, 2026.
SCHEDULE 13G
CUSIP Number(s):
98390R102
1
Names of Reporting Persons
GIC Special Investments Private Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,099,620.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,099,620.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,099,620.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.68 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: (1) The reporting person's ownership consists of 3,099,620 Class B Shares issuable upon conversion of a like number of Class A Shares beneficially owned by the reporting person, which Class A Shares are convertible, at the option of the holder, into Class B Shares on a 1-for-1 basis. The percentage of shares beneficially owned set forth in row 11 above is based on a total of 43,284,436 Class B Shares outstanding as of March 26, 2026, plus, in accordance with Rule 13d-3 of the Exchange Act, the number of Class B Shares issuable upon the conversion of the Class A Shares beneficially owned by the reporting person where such conversion right is exercisable within 60 days after March 26, 2026.
SCHEDULE 13G
CUSIP Number(s):
98390R102
1
Names of Reporting Persons
Aurora Investment Pte Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,099,620.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,099,620.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,099,620.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.68 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: (1) The reporting person's ownership consists of 3,099,620 Class B Shares issuable upon conversion of a like number of Class A Shares beneficially owned by the reporting person, which Class A Shares are convertible, at the option of the holder, into Class B Shares on a 1-for-1 basis. The percentage of shares beneficially owned set forth in row 11 above is based on a total of 43,284,436 Class B Shares outstanding as of March 26, 2026, plus, in accordance with Rule 13d-3 of the Exchange Act, the number of Class B Shares issuable upon the conversion of the Class A Shares beneficially owned by the reporting person where such conversion right is exercisable within 60 days after March 26, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Xanadu Quantum Technologies Ltd
(b)
Address of issuer's principal executive offices:
777 Bay Street, Suite 2400, Toronto, Ontario, Canada, M5G 2C8
Item 2.
(a)
Name of person filing:
This statement is filed by the following entities and individuals (collectively, referred to as the "Reporting Persons"):
o GIC Private Limited
o GIC Special Investments Private Limited; and
o Aurora Investment Pte Limited
(b)
Address or principal business office or, if none, residence:
The address of the principal business office for each of the Reporting Persons is:
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
(c)
Citizenship:
See Row 4 of cover page for each Reporting Person.
(d)
Title of class of securities:
Class B Subordinate Voting Shares, without par value
(e)
CUSIP Number(s):
98390R102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by the reporting persons named in Item 2(a), as well as the number of securities as to which such persons are deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following tables:
No. of Securities Beneficially Owned by Each Reporting Person
3,099,620
Percent of Class
6.68% (see Section 4(b))
Sole Voting Power N/A
Shared Voting Power (1), (2)
Sole Dispositive Power N/A
Shared Dispositive Power (1), (2)
(1) Aurora Investment Pte Limited ("Aurora") shares the power to vote and the power to dispose of 3,099,620 Class B Shares that Aurora has the right to acquire upon conversion of a like number of Class A Shares held directly by it with GIC Special Investments Private Limited ("GIC SI") and GIC Private Limited ("GIC PL"). GIC SI is wholly owned by GIC PL and is the private equity investment arm of GIC PL.
(2) GIC PL is a fund manager and only has two clients - the Government of Singapore ("GoS") and the Monetary Authority of Singapore ("MAS"). Under the investment management agreement with GoS, GIC PL has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS.
(3) GIC PL is wholly owned by the GoS and was set up with the sole purpose of managing Singapore's foreign reserves. The GoS disclaims beneficial ownership of these shares.
(b)
Percent of class:
Row 11 of each reporting person's cover page to this Schedule 13G sets forth the percentages of the Class B Shares beneficially owned by such reporting person and is incorporated by reference. The percentage set forth in each row 11 is based upon 43,284,436 Class B Shares outstanding as of March 26, 2026, as reported in the Issuer's Shell Company Report on Form 20-F filed with the Securities and Exchange Commission on April 1, 2026, plus, in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the number of Class B Shares issuable upon the conversion of the Class A Shares beneficially owned by the reporting person where such conversion right is exercisable within 60 days after March 26, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each reporting person.
(ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each reporting person.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each reporting person.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each reporting person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
GIC Private Ltd
Signature:
/s/ Wong Hui Ping
Name/Title:
Wong Hui Ping, Senior Vice President
Date:
04/07/2026
Signature:
/s/ Lim Bee Peng
Name/Title:
Lim Bee Peng, Senior Vice President
Date:
04/07/2026
GIC Special Investments Private Limited
Signature:
/s/ Sensen Lin
Name/Title:
Sensen Lin/Authorized Signatory for GIC SI
Date:
04/07/2026
Aurora Investment Pte Limited
Signature:
/s/ Maria Lim Peiyu
Name/Title:
Maria Lim Peiyu/Vice President
Date:
04/07/2026
Exhibit Information
99.1 Joint Filing Agreement by and among the Reporting Persons.
GIC-related reporting persons state ownership of 3,099,620 Class B Shares (6.68%). This count reflects Class B Shares issuable upon conversion of like-number Class A Shares and is calculated using 43,284,436 Class B Shares outstanding as of March 26, 2026.
Are the reported Xanadu shares actual holdings or convertible rights?
The filing reflects shares issuable upon conversion of Class A Multiple Voting Shares on a 1-for-1 basis. The reporting persons claim beneficial ownership of Class B Shares that become issuable upon exercise of those conversion rights within 60 days of March 26, 2026.
How is voting and dispositive power allocated for the 3,099,620 shares?
Voting and dispositive power is shared among Aurora, GIC SI, and GIC PL for the reported 3,099,620 shares. The filing explains GIC SI is wholly owned by GIC PL and that GIC PL manages holdings for government-related clients.
What base did Xanadu use to calculate the 6.68% figure?
The percentage is based on 43,284,436 Class B Shares outstanding as of March 26, 2026. The calculation also includes Class B Shares issuable upon conversion of Class A Shares exercisable within 60 days after that date, per Rule 13d-3.
Does the Government of Singapore claim ownership of these Xanadu shares?
The filing states the Government of Singapore disclaims beneficial ownership. It also notes GIC PL is wholly owned by the Government of Singapore and acts as a fund manager with authority under investment management agreements.
