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 merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination 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 on cash and investments held in its Trust Account ⁴. The primary customer segments for a SPAC are the target businesses it seeks to acquire, offering them an alternative pathway to public markets, access to new capital, and operational and strategic expertise ⁵.

The Company's acquisition strategy focuses on high-growth companies leading in technology, real assets, and energy sectors, particularly those implementing transformative technologies in global connectivity, sustainability, and infrastructure development ⁶. It aims to identify businesses at inflection points in their life cycles that can benefit from strategic guidance, capital infusion, and expertise ⁷. The Company leverages an extensive sourcing network including business founders, owners, senior management, global funds (sovereign wealth and pension funds), institutional investors, private equity, financial investors, and industry professionals 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. As of December 31, 2025, the Company had cash of $267,719 ¹² and cash and investments held in the Trust Account totaling $226,096,758 ¹³. Total liabilities were $10,314,510 ¹⁴, which included a deferred underwriting fee of $8,800,000 ¹⁵. The Company's shareholders' deficit was $(9,873,719) ¹⁶. Basic and diluted net income per share for Class A ordinary shares were both $0.16 ¹⁷, and for Class B ordinary shares, both were $0.16 ¹⁸. Cash used in operating activities for the period was $1,987,621 ¹⁹.

A significant operational development during the reported period was the Company's entry into a business combination agreement on November 3, 2025, with Xanadu Quantum Technologies Inc. and Xanadu Quantum Technologies Limited ("PubCo") ²⁰. If consummated, this transaction will involve the Company continuing from the Cayman Islands to Ontario, the transfer of outstanding shares of the Target and the Company to PubCo in exchange for PubCo securities, and the listing of PubCo's securities on the Nasdaq Stock Market LLC ²¹.

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 outlined in the Business Combination Agreement entered into on November 3, 2025 ²². The Company anticipates that if these transactions are completed, it will continue its corporate existence under the Business Corporations Act (Ontario), and PubCo's securities will be listed on the Nasdaq Stock Market LLC ²³. The Company has a completion window until April 28, 2027, to complete its initial business combination ²⁴.

The Company intends to use substantially all of the funds held in the Trust Account, including any interest earned (less income taxes payable), to complete its Business Combination ²⁵. Should its share capital or debt be used as consideration, remaining proceeds in the Trust Account will serve as working capital for the target business's operations, other acquisitions, and growth strategies ²⁶. The Company also plans to use funds held outside the Trust Account, which amounted to $267,719 ²⁷ as of December 31, 2025, primarily for identifying and evaluating target businesses, conducting due diligence, travel, and structuring and completing a Business Combination ²⁸.

Regarding its cost structure, the Company incurs expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses ²⁹. It also has an agreement to pay an affiliate of its sponsor $20,000 per month ³⁰ for office space, utilities, and secretarial and administrative support, which commenced on April 25, 2025, and will continue until the earlier of the Business Combination's completion or liquidation ³¹. A deferred underwriting discount of $8,800,000 ³² is payable to the underwriters upon the closing of the initial Business Combination, based on funds remaining in the Trust Account after redemptions ³³.

The Company's capital allocation plans include potentially raising additional funds through a private offering of debt or equity securities in connection with the completion of its initial business combination ³⁴. It targets businesses with enterprise values greater than what can be acquired with the net proceeds of the initial public offering and placement units ³⁵. Therefore, if the cash portion of the purchase price exceeds available Trust Account funds (net of redemptions), additional financing may be required ³⁶. The Sponsor, or certain officers and directors or their affiliates, may loan funds up to $2,500,000 ³⁷ to cover working capital deficiencies or transaction costs, which may be convertible into placement units at $10.00 per unit ³⁸.

The Company faces several 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 ³⁹. There is a significant risk that public shareholders may not have 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% ⁴⁰ of outstanding ordinary shares, will participate, potentially leading to a combination not supported by a majority of public shareholders ⁴¹. The ability of public shareholders to redeem their shares for cash, coupled with the $8,800,000 ⁴² in deferred underwriting compensation, could make the Company's financial condition unattractive to potential targets, limit the most desirable business combinations, or substantially dilute non-redeeming shareholders' investments ⁴³. The requirement to complete a business combination within the completion window (by April 28, 2027 ⁴⁴) may give target businesses leverage in negotiations and limit due diligence time ⁴⁵. Furthermore, if the Company fails to complete a business combination within this timeframe, it will liquidate, and public shareholders may receive less than $10.00 per share ⁴⁶, while Share Rights will expire worthless ⁴⁷. The Company's limited working capital of $267,719 ⁴⁸ as of December 31, 2025, raises substantial doubt about its ability to continue as a going concern without additional financing, which the sponsor or management are not obligated to provide ⁴⁹. Geopolitical conditions, such as the Russia-Ukraine conflict and Middle East conflicts, may adversely affect the search for and consummation of a business combination ⁵⁰. The Company is also subject to changing laws and regulations, including new SEC SPAC Rules, which may increase costs and time needed for a business combination and could lead to the Company being deemed an investment company under the Investment Company Act, imposing burdensome compliance requirements or forcing liquidation ⁵¹.

Management's message emphasizes their extensive experience and network as key assets for identifying, acquiring, and building high-growth companies, particularly in the technology, real assets, and energy sectors. They highlight their seasoned leadership with a proven track record in operational excellence, capital markets expertise, and successful SPAC transactions, citing examples like Falcon Minerals, Janus International Group, Vertiv, and BlackSky Technology ⁵². The strategic priorities for the period ahead involve leveraging this expertise and network to identify companies with disruptive solutions and strong growth potential, accelerating their development through strategic guidance, capital infusion, and a pathway to public markets ⁵³. Management is confident in their ability to enhance the value of a target company through active engagement and ongoing support, aiming to cultivate sustainable growth and deliver strong long-term returns for investors ⁵⁴. They also note the ongoing business combination agreement with Xanadu Quantum Technologies Inc. and Xanadu Quantum Technologies Limited, which, if consummated, will result in the Company continuing in Ontario and PubCo's securities listing on Nasdaq ⁵⁵.