Form SCHEDULE 13G Xanadu Quantum Technolog Filed by: BDC CAPITAL INC.
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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 Limited (Name of Issuer) |
Class B Subordinate Voting Shares, without par value (Title of Class of Securities) |
(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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
BDC Capital Inc. | ||||||||
| 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
CANADA (FEDERAL LEVEL)
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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
6,657,508.00 | ||||||||
| 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)
4.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
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
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| Item 1. | ||
| (a) | Name of issuer:
Xanadu Quantum Technologies Limited | |
| (b) | Address of issuer's principal executive offices:
777 Bay Street Suite 2400, Toronto, A6 M5G 2C8 | |
| Item 2. | ||
| (a) | Name of person filing:
BDC Capital Inc. ("BDC") is a subsidiary of the Business Development Bank of Canada, a Crown corporation whose sole shareholder is the Government of Canada. | |
| (b) | Address or principal business office or, if none, residence:
5 Place Ville Marie, Suite 100, Montreal, Quebec H3B 5E7, Canada | |
| (c) | Citizenship:
Canada | |
| (d) | Title of class of securities:
Class B Subordinate Voting Shares, without par value | |
| (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:
6,657,508, comprised of 6,176,160 Class B Subordinate Voting Shares held directly plus 481,348 Class B Subordinate Voting Shares issuable upon conversion of Class A Multiple Voting Shares within 60 days pursuant to Rule 13d-3(d)(1)(i), subject to the Blocker Notice. | |
| (b) | Percent of class:
4.0 %
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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:
6,657,508 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
6,657,508 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
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| 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: |
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.
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Exhibit Information
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Not Applicable |