Announcement • Mar 27
Xanadu Quantum Technologies Inc completed the acquisition of remaining stake of Crane Harbor Acquisition Corp. (NasdaqGM:CHAC) from Xanadu Quantum Technologies Inc. in a reverse merger transaction.
Xanadu Quantum Technologies Inc entered into a definitive agreement to acquire remaining stake of Crane Harbor Acquisition Corp. (NasdaqGM:CHAC) from Xanadu Quantum Technologies Inc. for $3 billion in a reverse merger transaction on November 3, 2025. Upon completion of the proposed transaction, Xanadu shareholders will receive stock in the combined company subject to an exchange ratio. The transaction has an expected pro forma enterprise value of approximately $3.1 billion and pro forma market capitalization of $3.6 billion. Existing Xanadu shareholders and management will not receive any cash proceeds as part of the transaction and will roll over 100% of their Xanadu shares into shares in the combined company. Upon closing of the transaction, shares of the combined company are expected to trade on the Nasdaq Stock Market and on the Toronto Stock Exchange.
The transaction has been unanimously approved by the Board of Directors of Crane Harbor, as well as the Board of Directors of Xanadu, and is subject to the satisfaction of customary closing conditions, including the approval of the shareholders of each of Xanadu and Crane Harbor and the listing of the shares of the combined company on the Toronto Stock Exchange and Nasdaq, which is subject to stock exchange approval, HSR Act approval, Effectiveness of registration statement, lock-up agreements, court approval. The transaction is expected to close in Q1 2026. As of November 24, 2025, the business combination is expected to close at the end of the first quarter of 2026. The net proceeds from the transaction will be used to accelerate the development and deployment of Xanadu's photonic quantum computer systems to fully fault-tolerant, with subsequent commercial traction via both run time sales and PennyLane software monetization. As of November 24, 2025, Xanadu Quantum Technologies Limited announced the confidential submission of a draft registration statement on Form F-4 (the “Registration Statement”). As of December 9, 2025, the closing of the transactions contemplated by the Business combination agreement is subject to certain customary conditions and is anticipated to take place in the first quarter of 2026. As of February 27, 2026, an amended registration statement (Form F-4/A) was filed with the U.S. Securities and Exchange Commission (SEC) by Xanadu Quantum Technologies Limited and Xanadu Quantum Technologies Inc. The extraordinary general meeting of shareholders of Crane Harbor will be held to approve the transaction on March 19, 2026. As of March 19, 2026, shareholders of Crane Harbor Acquisition Corp. approved the transaction. The closing of the business combination is expected to occur on March 26, 2026.
Chad Bayne, James R. Brown, David Jamieson, Andrew Irwin, Taylor Cao, Shuli Rodal, Lynne Lacoursiere, Damian Rigolo, Michael Fekete, Sam Ip, Adam LaRoche, Jonathan Marin, Matthew Cronby, Malcolm Aboud, Nathaniel Lipkus, Barry Fong, Craig Lockwood, Sandra Sbrocchi, Tiara McFarland, Sahar Ayub, Chelsea Bland, Asma Bouali, Stephanie Cho, Lynnea Maki, Joshua Murray and Manvir Rai of Osler, Hoskin & Harcourt LLP acted as legal advisors for Xanadu Quantum Technologies Inc. Kevin Rooney, Garth Osterman, Kristin VanderPas, Peter Byrne, Julia Kim, Xander Lee and Caitlin Courtney of Cooley LLP acted as legal advisors for Xanadu Quantum Technologies Inc. Michael J. Blankenship of Winston & Strawn LLP acted as legal advisor for Crane Harbor Acquisition Corp. Harinder Basra, Anu Nijhawan, Marshall Haughey and Joseph N. Blinick of Bennett Jones LLP acted as legal advisors for Crane Harbor Acquisition Corp. Morgan Stanley & Co. LLC acted as financial advisor for Xanadu Quantum Technologies Inc. Cohen & Company Capital Markets, LLC acted as financial advisor for Xanadu Quantum Technologies Inc. Stevens & Lee P.C. acted as legal advisor for Crane Harbor Acquisition Corp. JonesTrading is serving as capital markets advisor to Crane Harbor. On October 30, 2025, Houlihan Capital, LLC provides fairness opinion to the board of Crane Harbor Acquisition Corp. Sodali & Co. acted as proxy solicitor for Crane Harbor Acquisition Corp. Houlihan Capital, LLC acted as legal advisor for Crane Harbor Acquisition Corp. Continental Stock Transfer & Trust Company acted as transfer agent for Crane Harbor Acquisition Corp. KPMG LLP acted as accountant for Xanadu Quantum Technologies Inc.
Xanadu Quantum Technologies Inc completed the acquisition of remaining stake of Crane Harbor Acquisition Corp. (NasdaqGM:CHAC) from Xanadu Quantum Technologies Inc. in a reverse merger transaction on March 26, 2026. The Class B Subordinate Voting Shares of Xanadu are expected to trade on Nasdaq and the Toronto Stock Exchange under the ticker symbol “XNDU” starting on March 27, 2026.
