SEC clears Xanadu-Crane Harbor merger registration statement

Xanadu Quantum Technologies Inc. and Crane Harbor Acquisition Corp. (NASDAQ: CHAC) announced that the U.S. Securities and Exchange Commission has declared effective their joint registration statement on Form F-4 for their proposed business combination.

The transaction is expected to close in the first quarter of 2026, subject to shareholder approvals from both companies and stock exchange approvals for listing on the Toronto Stock Exchange and Nasdaq Stock Market. The merger is projected to generate approximately $500 million in gross proceeds, assuming no redemptions.

Upon completion, the combined company's shares are expected to trade under the ticker symbol "XNDU" on both exchanges. The transaction includes approximately $225 million from Crane Harbor's trust account and $275 million from strategic and institutional investors through a private placement.

Shareholders of both companies will vote on the proposed transaction at a special meeting scheduled for March 19, 2026. The registration statement was filed jointly with the SEC and became effective on February 27, 2026.

Since announcing the proposed merger, Xanadu has established partnerships with Lockheed Martin, Mitsubishi Chemical, Tower Semiconductor, Thorlabs, and Rolls-Royce. The company also advanced to Stage B of DARPA's Quantum Benchmarking Initiative and secured up to CAD $23 million through Canada's Quantum Champions Program.

Xanadu, founded in 2016, develops photonic quantum computing technology and maintains PennyLane, an open-source software library for quantum computing. Crane Harbor is a special purpose acquisition company formed to complete business combinations with target companies.

The company plans to host an analyst day on March 4, 2026, to present its technology and commercialization roadmap. Information about the transaction is contained in documents filed with the SEC.

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