Xanadu Quantum Technologies Ltd. Schedule 13G reports that affiliated reporting persons collectively disclose beneficial interests tied to 11,080,951 Class A Multiple Voting shares, convertible one-for-one into Class B Subordinate Voting shares, subject to a Beneficial Ownership Blocker. The filing states a conversion cap that limits beneficial ownership to 10,753,561 Class B shares, representing 19.9% of Class B shares outstanding based on 43,284,436 Class B shares outstanding as of March 26, 2026.
The filing identifies Technology Impact Fund II, LP as the direct holder of the Class A Shares, TIF Partners II, LLC as its general partner, and Dipender Saluja and Ion Yadigaroglu as managers of the general partner who may share voting and dispositive power over the shares.
Positive
None.
Negative
None.
Insights
Stake disclosure clarifies conversion limits and shared control.
The filing documents that Technology Impact Fund II, LP holds 11,080,951 Class A shares convertible one‑for‑one into Class B shares, but a Beneficial Ownership Blocker prevents conversion above 10,753,561 shares. This preserves a 19.9% ownership threshold tied to the issuer's reported outstanding count.
Shared voting and dispositive authority is attributed to TIF Partners II, LLC as general partner and to managers Dipender Saluja and Ion Yadigaroglu. Future conversion activity will depend on the blocker and any changes in Class B outstanding shares; subsequent filings would show changes.
Key Figures
Class A shares held:11,080,951 sharesConversion cap (max Class B):10,753,561 sharesClass B outstanding:43,284,436 shares+1 more
4 metrics
Class A shares held11,080,951 sharesClass A Multiple Voting shares held directly by TIF II LP
Conversion cap (max Class B)10,753,561 sharesMaximum Class B shares convertible under Beneficial Ownership Blocker
Class B outstanding43,284,436 sharesClass B Subordinate Voting shares outstanding as of March 26, 2026
Reported ownership percentage19.9%Percent of Class B shares represented by the conversion cap
Key Terms
Beneficial Ownership Blocker, Class A Multiple Voting shares, Shared dispositive power
3 terms
Beneficial Ownership Blockerregulatory
"precludes conversion of the Class A Shares to the extent that, following conversion"
Class A Multiple Voting sharesfinancial
"11,080,951 Class A Multiple Voting shares ("Class A Shares") held directly"
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.
Shared dispositive powergovernance
"may be deemed to share voting and dispositive power over the shares"
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
Dipender Saluja
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,753,561.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,753,561.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,753,561.00
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)
19.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
98390R102
1
Names of Reporting Persons
Ion Yadigaroglu
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,753,561.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,753,561.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,753,561.00
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)
19.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
98390R102
1
Names of Reporting Persons
Technology Impact Fund II, LP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,753,561.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,753,561.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,753,561.00
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)
19.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
98390R102
1
Names of Reporting Persons
TIF Partners II, LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,753,561.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,753,561.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,753,561.00
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)
19.9 %
12
Type of Reporting Person (See Instructions)
OO
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, A6, M5G 2C8.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Technology Impact Fund II, LP ("TIF II LP")
TIF Partners II, LLC ("TIF II LLC")
Ion Yadigaroglu ("Yadigaroglu")
Dipender Saluja ("Saluja")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
512 West 22nd Street, 6th Floor
New York, NY 10011
(c)
Citizenship:
TIF II LP Delaware
TIF II LLC Delaware
Yadigaroglu United States
Saluja United States
(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:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of Class B Subordinate Voting shares of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of 11,080,951 Class A Multiple Voting shares ("Class A Shares") held directly by TIF II LP. The Class A Shares are convertible on a one-for-one basis into an equal number of Class B Subordinate Voting shares, subject to the limitations described below.
The Class A Shares held by TIF II LP are subject to a restriction (the "Beneficial Ownership Blocker") which precludes conversion of the Class A Shares to the extent that, following conversion, TIF II LP, together with its affiliates and other attribution parties, would own more than 19.9% of the Class B Subordinate Voting shares outstanding. By virtue of the Beneficial Ownership Blocker, TIF II LP is currently prohibited from converting its Class A Shares to the extent that such conversion would result in the Reporting Persons' beneficial ownership of more than 10,753,561 Class B Subordinate Voting shares.
TIF II LLC is the general partner of TIF II LP and may be deemed to share voting and dispositive power over the shares held by TIF II LP. Saluja and Yadigaroglu are managers of TIF II LLC and may be deemed to share voting and dispositive power over the shares held by TIF II LP.
(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 Subordinate Voting shares of the Issuer 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 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 Securities and Exchange Commission (the "SEC") on April 1, 2026, and giving effect to Class A Shares held by TIF II LP, to the extent convertible within 60 days hereof, as referenced herein.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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.
Dipender Saluja
Signature:
/s/ Dipender Saluja
Name/Title:
Dipender Saluja
Date:
04/02/2026
Ion Yadigaroglu
Signature:
/s/ Ion Yadigaroglu
Name/Title:
Ion Yadigaroglu
Date:
04/02/2026
Technology Impact Fund II, LP
Signature:
/s/ Dipender Saluja
Name/Title:
By TIF Partners II, LLC, its General Partner, By Dipender Saluja, Manager
What stake does Technology Impact Fund II report in Xanadu (XNDU)?
Direct holder reports 11,080,951 Class A shares convertible one‑for‑one. The filing shows those Class A shares are convertible to Class B shares, subject to a Beneficial Ownership Blocker that limits conversion to 10,753,561 shares.
What percentage of Class B shares does the filing cite for Xanadu?
The filing states 19.9%. That percentage is calculated using 43,284,436 Class B shares outstanding as of March 26, 2026 and the conversion cap of 10,753,561 Class B shares.
Who has voting or dispositive power over these shares?
TIF Partners II, LLC and managers are reported as sharing voting and dispositive power. TIF II LLC is the general partner of TIF II LP; Dipender Saluja and Ion Yadigaroglu are managers and may share such powers.
What is the Beneficial Ownership Blocker described in the filing?
A conversion restriction preventing ownership above 19.9%. The filing states the Blocker precludes converting Class A shares if conversion would result in ownership exceeding 19.9% of Class B shares outstanding.
Does the filing show immediate conversion of Class A to Class B shares?
No—conversion is limited by the Blocker to 10,753,561 shares. The filing explains conversion is possible one‑for‑one but prevented to the extent it would raise beneficial ownership above the stated cap.
