Form SCHEDULE 13G Xanadu Quantum Technolog Filed by: LOCKHEED MARTIN INVESTMENT MANAGEMENT CO
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Xanadu Quantum Technologies Ltd (Name of Issuer) |
Class B Subordinate Voting Shares, without par value share (Title of Class of Securities) |
(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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
LOCKHEED MARTIN INVESTMENT MANAGEMENT CO | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,308,892.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Lockheed Martin Corporation Master Retirement Trust | ||||||||
| 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
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,308,892.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
EP |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Xanadu Quantum Technologies Ltd | |
| (b) | Address of issuer's principal executive offices:
777 Bay Street, Suite 2400, Toronto, Canada (Federal Level), M5G 2C8 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by and on behalf of each of Lockheed Martin Investment Management Company ("LMIMCo") and Lockheed Martin Corporation Master Retirement Trust ("MRT" and together with LMIMCo, the "Reporting Persons"). MRT is an employee benefit plan trust governed by ERISA. LMIMCo is the named fiduciary of MRT and may be deemed to beneficially own securities held by MRT.
The Reporting Persons have entered into a Joint Filing Agreement, dated May 4, 2026, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of LMIMCo and MRT is c/o Lockheed Martin Investment Management Company, 6801 Rockledge Drive, MP 150, Bethesda, MD 20817. | |
| (c) | Citizenship:
LMIMCo is organized under the laws of the State of Delaware. MRT is established under the laws of the State of New York. | |
| (d) | Title of class of securities:
Class B Subordinate Voting Shares, without par value share | |
| (e) | CUSIP No.:
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| 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:
2,308,892 Class B Subordinate Voting Shares.
The Reporting Persons' ownership of the Issuer's securities consists of 2,308,892 Class A Multiple Voting shares ("Class A Shares") held directly by MRT. The Class A Shares are convertible on a one-for-one basis into an equal number of Class B Subordinate Voting shares. | |
| (b) | Percent of class:
5.1%
The percentage of class beneficially owned is based on 43,284,436 Class B Subordinate Voting shares outstanding as of April 2, 2026, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission (the "SEC") on April 9, 2026, and assumes conversion of the Class A Shares held by MRT. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
2,308,892 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
2,308,892 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement dated May 4, 2026 |
ATTACHMENTS / EXHIBITS