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XANADU QUANTUM TECHNOLOGIES FORMER SPAC INC.

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Business Summary

Crane Harbor Acquisition Corp. (the "Company") operates as a blank check company, specifically a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on January 2, 2025 . Its core business model is to identify and effectuate a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more operating businesses . The Company has not generated any operating revenues to date and does not expect to do so until the consummation of its initial business combination . Revenue generation is currently limited to non-operating interest income on cash and investments held in a Trust Account . The primary customer segments are not applicable as the Company is pre-business combination, but its strategy involves acquiring high-growth companies in technology, real assets, and energy sectors, providing them with operational and strategic expertise, access to new capital, and a pathway to public markets .

The Company's product and service line breakdown is not applicable as it is a blank check company with no operating history or revenue-generating products or services . Its sole business activity has been identifying and evaluating suitable acquisition transaction candidates .

For the period from January 2, 2025 (inception) through December 31, 2025, the Company reported a net income of $3,584,813 . This was primarily driven by interest earned on cash and investments held in the Trust Account, amounting to $6,096,758 , offset by formation, general, and administrative costs of $2,511,945 . Basic and diluted net income per share for Class A ordinary shares was $0.16 , and for Class B ordinary shares was also $0.16 . As of December 31, 2025, the Company had cash of $267,719 and cash and investments held in the Trust Account of $226,096,758 . Total liabilities stood at $10,314,510 , which included a deferred underwriting fee of $8,800,000 and an advance from a related party of $700,000 . The Company reported a total shareholders' deficit of $(9,873,719) .

Year-over-year comparisons are not applicable as the Company was incorporated on January 2, 2025, and the reported period covers its inception through December 31, 2025 .

A significant operational development during the period was the Company entering into a business combination agreement on November 3, 2025, with Xanadu Quantum Technologies Inc. (the "Target") and Xanadu Quantum Technologies Limited ("PubCo") . If consummated, this transaction will involve the Company continuing from the Cayman Islands Companies Act to the Business Corporations Act (Ontario), the transfer of outstanding shares of Target and the Company to PubCo in exchange for PubCo securities, making both the Company and Target wholly-owned subsidiaries of PubCo, and the listing of PubCo's securities on the Nasdaq Stock Market LLC . The Company also consummated its initial public offering of 22,000,000 units at $10.00 per unit, generating gross proceeds of $220,000,000 on April 28, 2025 . Simultaneously, it sold 640,000 placement units at $10.00 per unit in a private placement, generating $6,400,000 . Following these transactions, $220,000,000 was placed in a trust account .

Business Outlook

Management's specific revenue, margin, or EPS guidance for the upcoming period is not provided, as the Company is a blank check company with no operating history or revenues to date . The Company does not expect to generate operating revenues until after the completion of its business combination .

The primary growth area explicitly described in the filing is the completion of the business combination with Xanadu Quantum Technologies Inc. . This transaction, if consummated, will involve the Company continuing from the Cayman Islands Companies Act to the Business Corporations Act (Ontario), the transfer of all outstanding shares of Target and the Company to PubCo in exchange for PubCo securities, resulting in both the Company and Target becoming direct, wholly-owned subsidiaries of PubCo, and the listing of PubCo's securities on the Nasdaq Stock Market LLC . The Company believes significant opportunities exist in acquiring and merging with high-growth companies leading the charge in technology, real assets, and energy, aiming to accelerate their growth by providing operational and strategic expertise, access to new capital, and a pathway to public markets . The Company plans to target businesses at inflection points in their life cycles, believing they can significantly benefit from strategic guidance, capital infusion, and expertise to accelerate business development, enhance prospects, and unlock full value .

Regarding operational outlook, the Company expects to continue incurring significant costs in the pursuit of its acquisition plans . The Company's liquidity condition raises substantial doubt about its ability to continue as a going concern for a period of time within one year after the date the financial statements are issued . Management plans to address this uncertainty through a business combination . The Company's working capital of $267,719 as of December 31, 2025, is believed to be sufficient to allow it to operate for at least the duration of the completion window, though this estimate is not assured .

Planned capital allocation includes using substantially all funds held in the Trust Account, including interest earned (less income taxes payable), to complete the Business Combination . If share capital or debt is used as consideration, remaining proceeds in the Trust Account will be used as working capital for the target business's operations, other acquisitions, and growth strategies . The Sponsor, or certain officers and directors or their affiliates, may loan the Company funds up to $2,500,000 to fund working capital deficiencies or finance transaction costs, which may be convertible into placement units at $10.00 per unit . The Company also has an agreement to pay an affiliate of its sponsor $20,000 per month for office space, utilities, and administrative support until the earlier of business combination completion or liquidation . A deferred underwriting discount of $8,800,000 is payable to underwriters upon the closing of the initial Business Combination .

Structural headwinds and execution risks explicitly flagged by management include the requirement to complete the initial business combination within the completion window, which ends on April 28, 2027 , or an earlier liquidation date . Failure to complete a business combination within this timeframe would result in the Company ceasing operations and redeeming public shares . The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, potentially making it difficult to enter into a business combination . A large number of redemptions could also dilute investments and limit the ability to complete the most desirable business combination or optimize capital structure . Geopolitical conditions, such as the Russia-Ukraine conflict and conflicts in the Middle East and Southwest Asia, may materially adversely affect the search for a business combination and any target business . Changes in laws or regulations, particularly the SEC's new SPAC Rules, may increase costs and time needed to complete a business combination and could lead to the Company being deemed an investment company under the Investment Company Act, imposing burdensome compliance requirements or restricting activities .

Risk Factors

The Company faces material risks including its status as a blank check company with no operating history or revenues, making it difficult for investors to evaluate its ability to achieve its business objective . There is a significant risk that public shareholders may not be afforded an opportunity to vote on the proposed initial business combination, and even if a vote is held, the founder shares and placement shares held by initial shareholders and management, representing 25.9% of outstanding ordinary shares , will participate, potentially leading to a business combination not supported by a majority of public shareholders . The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, potentially hindering the completion of a business combination, especially if a minimum cash requirement is in place . A large number of redemptions could also lead to substantial dilution for non-redeeming shareholders due to deferred underwriting compensation and anti-dilution provisions of Class B ordinary shares . The requirement to complete a business combination by April 28, 2027 may give target businesses leverage in negotiations and limit due diligence time . If the Company fails to complete a business combination within this window, public shareholders may receive less than $10.00 per share upon liquidation, and Share Rights will expire worthless . Third-party claims against the Company could reduce the funds in the Trust Account, potentially leading to a per-share redemption amount less than $10.00 , as the Sponsor's indemnification obligations are not assured to be satisfied . Changes in laws or regulations, particularly the SEC's new SPAC Rules, could increase costs, time, and complexity for a business combination, and the risk of being deemed an investment company under the Investment Company Act could impose burdensome compliance or restrict activities . Global geopolitical conditions, including the Russia-Ukraine conflict and Middle East conflicts, may materially adversely affect the search for a business combination and the operations or financial condition of potential targets . The nominal purchase price paid by the sponsor for founder shares ($0.003 per share) creates a significant dilution risk for public shareholders upon business combination, and the sponsor is likely to make a substantial profit even if the trading price of ordinary shares declines .

Management Priorities

Management's message to shareholders emphasizes their confidence in the management team's ability to significantly enhance the value of a target company, leveraging their expertise in strategic planning, financial planning, commercialization, capital markets navigation, and public company operations . They highlight a proven track record in successful SPAC transactions and extensive experience in founding and leading public and private companies across diverse sectors . The strategic priorities are to identify, acquire, and build a company that complements their team's experience and can benefit from their operational expertise and/or executive oversight, focusing on high-growth companies with disruptive solutions in technology, real assets, and energy . Management explicitly states that they do not intend to seek shareholder approval to amend their amended and restated memorandum and articles of association to extend the completion window, but may elect to do so in the future . They also note that they do not expect to extend the time period to consummate their initial business combination beyond 36 months from the closing of their initial public offering .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Overview
  2. [2] Item 1, Business — Overview
  3. [3] Item 1, Business — Overview
  4. [4] Item 7, MD&A — Results of Operations
  5. [5] Item 1, Business — Overview
  6. [6] Item 1, Business — Overview
  7. [7] Item 1C, Cybersecurity
  8. [8] Item 7, MD&A — Results of Operations
  9. [9] Item 7, MD&A — Results of Operations
  10. [10] Item 7, MD&A — Results of Operations
  11. [11] Item 7, MD&A — Statement of Operations
  12. [12] Item 7, MD&A — Statement of Operations
  13. [13] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  14. [14] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  15. [15] Item 8, Balance Sheet
  16. [16] Item 8, Balance Sheet
  17. [17] Item 8, Balance Sheet
  18. [18] Item 8, Balance Sheet
  19. [19] Item 1, Business — Overview
  20. [20] Item 1, Business — Overview
  21. [21] Item 1, Business — Overview
  22. [22] Item 1, Business — Overview
  23. [23] Item 1, Business — Overview
  24. [24] Item 1, Business — Overview
  25. [25] Item 7, MD&A — Results of Operations
  26. [26] Item 7, MD&A — Results of Operations
  27. [27] Item 1, Business — Overview
  28. [28] Item 1, Business — Overview
  29. [29] Item 1, Business — Overview
  30. [30] Item 1, Business — Overview
  31. [31] Item 7, MD&A — Overview
  32. [32] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  33. [33] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  34. [34] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  35. [35] Item 1A, Risk Factors — If the permitted withdrawals and working capital are insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
  36. [36] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  37. [37] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  38. [38] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  39. [39] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  40. [40] Item 7, MD&A — Contractual Obligations
  41. [41] Item 7, MD&A — Contractual Obligations
  42. [42] Item 7, MD&A — Contractual Obligations
  43. [43] Item 7, MD&A — Contractual Obligations
  44. [44] Item 1, Business — Overview
  45. [45] Item 1, Business — Overview
  46. [46] Item 1A, Risk Factors — We may not be able to complete our initial business combination within the completion window, in which case we would redeem our public shares.
  47. [47] Item 1A, Risk Factors — The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
  48. [48] Item 1A, Risk Factors — The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.
  49. [49] Item 1A, Risk Factors — Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the conflict in the Middle East and Southwest Asia.
  50. [50] Item 1A, Risk Factors — Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
  51. [51] Item 1A, Risk Factors — We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
  52. [52] Item 1A, Risk Factors — If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
  53. [53] Item 1A, Risk Factors — Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares and placement shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
  54. [54] Item 1A, Risk Factors — The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
  55. [55] Item 1A, Risk Factors — The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.
  56. [56] Item 1, Business — Overview
  57. [57] Item 1A, Risk Factors — The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
  58. [58] Item 1A, Risk Factors — If we may not be able to complete our initial business combination within the completion window, in which case we would redeem our public shares.
  59. [59] Item 1A, Risk Factors — If we may not be able to complete our initial business combination within the completion window, in which case we would redeem our public shares.
  60. [60] Item 1A, Risk Factors — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.
  61. [61] Item 1A, Risk Factors — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.
  62. [62] Item 1A, Risk Factors — Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
  63. [63] Item 1A, Risk Factors — Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the conflict in the Middle East and Southwest Asia.
  64. [64] Item 1A, Risk Factors — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.
  65. [65] Item 1A, Risk Factors — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.
  66. [66] Item 1, Business — Business Strategy
  67. [67] Item 1, Business — Business Strategy
  68. [68] Item 1, Business — Business Strategy
  69. [69] Item 1, Business — Initial Business Combination
  70. [70] Item 1, Business — Initial Business Combination

Analysis on 5/20/2026