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  4. [SCHEDULE 13G] Xanadu Quantum Technologies Ltd Passive Investment Disclosure (>5%)

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.

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Form Type
SCHEDULE 13G

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.

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
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 Accepted by SEC EDGAR



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




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



BDC Capital Inc.
Signature:/s/ Lisa To
Name/Title:Lisa To, VP and Lead
Date:09/25/2026
Exhibit Information

Not Applicable

Source: View Original Filing on SEC EDGAR

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