Xanadu Quantum: BDC Capital reports 4% of Class B

The reported position combines directly held Class B shares with shares issuable on conversion, subject to a 9.99% conversion limit.

Rhea-AI Filing Summary

Xanadu Quantum Technologies Ltd reported that BDC Capital Inc. beneficially owned 6,657,508 Class B Subordinate Voting Shares, or 4.0% of the class. BDC converted 6,177,060 Class A Multiple Voting Shares into Class B shares on September 21, 2026, and later sold 900 Class B shares on the open market.

The reported position comprises 6,176,160 Class B shares held directly and 481,348 shares issuable upon conversion of Class A shares within 60 days. BDC’s conversion rights are subject to a Blocker Notice limiting conversion to 9.99% of outstanding Class B shares. The 4.0% figure uses publicly available information on issued and outstanding Class B shares as of September 22, 2026.

Key Figures

Beneficial ownership: 6,657,508 Class B Subordinate Voting Shares Direct holdings: 6,176,160 Class B Subordinate Voting Shares Shares issuable upon conversion: 481,348 Class B Subordinate Voting Shares +4 more

7 metrics

Beneficial ownership 6,657,508 Class B Subordinate Voting Shares Reported by BDC Capital Inc.

Direct holdings 6,176,160 Class B Subordinate Voting Shares Shares held directly

Shares issuable upon conversion 481,348 Class B Subordinate Voting Shares Issuable within 60 days from Class A Multiple Voting Shares

Class ownership percentage 4.0% Based on publicly available issued and outstanding Class B share information as of September 22, 2026

Class A shares converted 6,177,060 shares Converted into Class B shares on September 21, 2026

Class B shares sold 900 shares Sold on the open market after September 21, 2026

Blocker Notice conversion limit 9.99% Limit on conversion relative to outstanding Class B shares

Key Terms

beneficially owned, Blocker Notice, sole dispositive power, issuable upon conversion

4 terms

beneficially owned regulatory

"Amount beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Blocker Notice regulatory

"BDC's conversion rights are subject to a Blocker Notice"

sole dispositive power regulatory

"Sole power to dispose or to direct the disposition of"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

issuable upon conversion technical

"shares issuable upon conversion of Class A Multiple Voting Shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many XNDU shares does BDC Capital beneficially own?

BDC Capital reported beneficial ownership of 6,657,508 Xanadu Class B Subordinate Voting Shares, or 4.0% of the class. The amount comprises 6,176,160 shares held directly and 481,348 shares issuable upon conversion of Class A shares within 60 days, subject to the Blocker Notice.

What changes did BDC Capital report in its XNDU share position?

BDC converted 6,177,060 Class A Multiple Voting Shares into Class B shares on September 21, 2026, and later sold 900 Class B shares on the open market.

What conversion limit applies to BDC Capital's XNDU shares?

BDC's conversion rights are subject to a Blocker Notice limiting conversion to 9.99% of outstanding Class B shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/25/2026 - 04:52 PM Accepted by SEC EDGAR 09/25/2026 - 04:52 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Xanadu Quantum Technologies Limited

(Name of Issuer)

Class B Subordinate Voting Shares, without par value

(Title of Class of Securities)

98390R102

(CUSIP Number)

09/20/2026

(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

BDC Capital Inc.

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

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,657,508.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,657,508.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,657,508.00

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)

4.0 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: 1. Prior to September 21, 2026, BDC Capital Inc. ("BDC") held 6,658,408 Class A Multiple Voting Shares ("Class A Shares") of Xanadu Quantum Technologies Limited (the "Company"), each of which is convertible at the holder's option into one Class B Subordinate Voting Share ("Class B Share"). BDC's conversion rights are subject to a Blocker Notice limiting conversion to 9.99% of outstanding Class B Shares. 2. On September 21, 2026, BDC converted 6,177,060 Class A Shares into Class B Shares. Between September 22, 2026 and the date of this filing, BDC sold 900 Class B Shares on the open market. 3. The percentage of beneficial ownership reported herein is based on publicly available information regarding the number of issued and outstanding Class B Shares as of September 22, 2026. 4. BDC Capital Inc. is a subsidiary of the Business Development Bank of Canada, a Crown corporation whose sole shareholder is the Government of Canada.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Xanadu Quantum Technologies Limited
(b)	Address of issuer's principal executive offices: 777 Bay Street Suite 2400, Toronto, A6 M5G 2C8
Item 2.
(a)	Name of person filing: BDC Capital Inc. ("BDC") is a subsidiary of the Business Development Bank of Canada, a Crown corporation whose sole shareholder is the Government of Canada.
(b)	Address or principal business office or, if none, residence: 5 Place Ville Marie, Suite 100, Montreal, Quebec H3B 5E7, Canada
(c)	Citizenship: Canada
(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: 6,657,508, comprised of 6,176,160 Class B Subordinate Voting Shares held directly plus 481,348 Class B Subordinate Voting Shares issuable upon conversion of Class A Multiple Voting Shares within 60 days pursuant to Rule 13d-3(d)(1)(i), subject to the Blocker Notice.
(b)	Percent of class: 4.0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 6,657,508
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 6,657,508
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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.

BDC Capital Inc.

Signature:	/s/ Lisa To
Name/Title:	Lisa To, VP and Lead
Date:	09/25/2026

Exhibit Information

Not Applicable