XANADU QUANTUM TECHNOLOGIES FORMER SPAC INC.

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 ¹. Its core business model is to identify and effectuate a business combination, such as a merger, share exchange, or asset acquisition, with one or more operating businesses ². 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 ³. Revenue generation is currently limited to non-operating interest income from funds held in a Trust Account ⁴. The primary customer segments are not applicable as the Company is pre-business combination. The Company aims to accelerate the growth of target companies by providing operational and strategic expertise, access to new capital, and a pathway to public markets ⁵.

The Company intends to pursue initial business combination targets in any industry or geographical location, but specifically believes the technology, real assets, and energy sectors offer compelling opportunities ⁶. The focus is on high-growth companies implementing transformative technologies within global connectivity, sustainability, and infrastructure development ⁷. The Company leverages an extensive sourcing network including business founders, global funds, private equity, and industry professionals to access attractive investment opportunities ⁸.

For the period from January 2, 2025 (inception) through December 31, 2025, the Company reported a net income of $3,584,813 ⁹. This was primarily driven by interest earned on cash and investments held in the Trust Account, amounting to $6,096,758 ¹⁰, offset by formation, general, and administrative costs of $2,511,945 ¹¹. Basic and diluted net income per share for Class A ordinary shares was $0.16 ¹², and for Class B ordinary shares was also $0.16 ¹³. As of December 31, 2025, the Company held cash and investments in the Trust Account totaling $226,096,758 ¹⁴, including approximately $6,096,758 of interest earnings ¹⁵. Total current assets were $404,372 ¹⁶, with cash of $267,719 ¹⁷ and prepaid expenses of $136,653 ¹⁸. Total liabilities amounted to $10,314,510 ¹⁹, comprising current liabilities of $1,514,510 ²⁰ (including accrued expenses of $739,510 ²¹, accrued offering costs of $75,000 ²², and an advance from a related party of $700,000 ²³) and a deferred underwriting fee of $8,800,000 ²⁴. The Company reported a total shareholders' deficit of $(9,873,719) ²⁵.

During the reported period, the Company consummated its initial public offering on April 28, 2025, selling 22,000,000 units at $10.00 per unit, generating gross proceeds of $220,000,000 ²⁶. Simultaneously, 640,000 placement units were sold in a private placement at $10.00 per unit, generating total gross proceeds of $6,400,000 ²⁷. Following these transactions, $220,000,000 ²⁸ was placed in a trust account. The Company incurred $13,786,773 ²⁹ in IPO-related costs, including $4,400,000 ³⁰ in cash underwriting fees and $8,800,000 ³¹ in deferred underwriting fees. A significant operational development was the entry into a business combination agreement on November 3, 2025, with Xanadu Quantum Technologies Inc. and Xanadu Quantum Technologies Limited ("PubCo") ³². If consummated, this transaction will result in the Company and Target becoming wholly-owned subsidiaries of PubCo, with PubCo's securities listed on Nasdaq ³³.

The Company's primary objective for the upcoming period is the consummation of its initial business combination with Xanadu Quantum Technologies Inc. and Xanadu Quantum Technologies Limited, as per the Business Combination Agreement entered into on November 3, 2025 ³⁴. The Company has a completion window until April 28, 2027, to finalize a business combination ³⁵. No formal revenue, margin, or EPS guidance for the upcoming period has been issued, as the Company does not expect to generate operating revenues until after the completion of its business combination ³⁶.

A major growth area for the Company is the acquisition and integration of high-growth companies, particularly those leading in technology, real assets, and energy sectors, which are implementing transformative technologies in global connectivity, sustainability, and infrastructure development ³⁷. The Company aims to accelerate the growth of these target companies by providing strategic guidance, capital infusion, and access to public markets ³⁸. The specific target, Xanadu Quantum Technologies Inc., operates in the quantum technologies sector, indicating a focus on advanced technological solutions ³⁹.

Operationally, the Company expects to continue incurring significant costs in the pursuit of its acquisition plans ⁴⁰. The management team's expertise spans strategic planning, financial planning, commercialization, capital markets navigation, and public company operations, which are intended to enhance the value of a target company ⁴¹. The Company's current office space is considered adequate for its operations, and it does not intend to have full-time employees prior to the completion of its initial business combination ⁴².

Regarding capital allocation, the Company intends to use substantially all of the funds held in the Trust Account, including interest earned (less income taxes payable), to complete its Business Combination ⁴³. As of December 31, 2025, $267,719 ⁴⁴ was available outside the Trust Account for working capital, primarily for identifying and evaluating target businesses, performing due diligence, and structuring transactions ⁴⁵. The Sponsor or affiliates may loan up to $2,500,000 ⁴⁶ for working capital deficiencies or transaction costs, which may be convertible into placement units at $10.00 per unit ⁴⁷. The Company has an agreement to pay an affiliate of its sponsor $20,000 per month ⁴⁸ for office space, utilities, and administrative support until the earlier of business combination completion or liquidation ⁴⁹. A deferred underwriting discount of $8,800,000 ⁵⁰ is payable upon the closing of the initial Business Combination ⁵¹.

The Company faces several material risks, including the fundamental risk of being a blank check company with no operating history or revenues, meaning there is no basis to evaluate its ability to achieve its business objective ⁵². There is a significant risk that the Company may not be able to complete its initial business combination within the completion window of April 28, 2027, which would result in the redemption of public shares and the expiration of Share Rights without value ⁵³. Public shareholders may not have an opportunity to vote on the proposed business combination, and even if a vote occurs, the initial shareholders and management team, who own 25.9% of the issued and outstanding ordinary shares ⁵⁴, have agreed to vote in favor, increasing the likelihood of approval regardless of public shareholder sentiment ⁵⁵. 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 desirable business combination or optimizing its capital structure, and could substantially dilute non-redeeming shareholders ⁵⁶. The nominal purchase price paid by the sponsor for founder shares (approximately $0.003 per share) ⁵⁷ could result in significant dilution to public shareholders upon business combination consummation, and the sponsor is likely to make a substantial profit even if the trading price of ordinary shares declines ⁵⁸. Global geopolitical conditions, such as the Russia-Ukraine conflict and Middle East conflicts, may materially adversely affect the search for a target and the operations or financial condition of potential target companies ⁵⁹. The Company's liquidity condition, with only $267,719 ⁶⁰ cash outside the trust account as of December 31, 2025, raises substantial doubt about its ability to continue as a going concern without additional capital or loans from its sponsor or management ⁶¹. Furthermore, if third parties bring claims against the Company, the proceeds in the trust account could be reduced, potentially leading to a per-share redemption amount less than $10.00 ⁶². Changes in laws or regulations, particularly the recently adopted SEC SPAC Rules, may increase costs and time needed to complete a business combination and could lead to the Company being deemed an investment company, imposing burdensome compliance requirements or restricting activities ⁶³.

Management's message to shareholders emphasizes their confidence in the team's ability to identify, acquire, and build a company that can benefit from their operational expertise and executive oversight. They highlight their seasoned leadership with a proven track record in operational excellence, capital markets expertise, and successful SPAC transactions, citing examples such as Falcon Minerals, Janus International Group, Vertiv, and BlackSky Technology ⁶⁴. The strategic priorities for the period ahead are focused on identifying and pursuing high-growth sectors with favorable market dynamics for long-term value creation, coupled with rigorous due diligence and active post-transaction support to maximize value for shareholders ⁶⁵. Management also explicitly states their intention to complete the initial Business Combination before the end of the completion window, which is April 28, 2027 ⁶⁶. They acknowledge the need to raise additional capital through loans or investments from the Sponsor, shareholders, officers, directors, or third parties to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, with up to $2,500,000 ⁶⁷ of such loans potentially convertible into placement units at a price of $10.00 per unit ⁶⁸.