1. Basic Information of the Announcement
Crane Harbor (Stock Code: ) released a Form 425 on February 27, 2026, declared effective by the U.S. Securities and Exchange Commission (SEC). According to the announcement, Crane Harbor has mailed a definitive proxy statement/prospectus and other relevant documents to its shareholders as of February 4, 2026 (the record date) in connection with the proposed business combination with Xanadu. These materials also relate to the offer of securities by NewCo, which is expected to be formed in connection with the transaction.
2. Transaction Overview
This disclosure describes a proposed business combination between Crane Harbor and Xanadu. The transaction contemplates the issuance of securities to Xanadu stockholders, with the resulting entity referred to as NewCo. The definitive proxy statement/prospectus includes information about voting procedures for Crane Harbor shareholders and provides details on how to obtain copies of related documentation from the SEC’s website or directly from the companies.
4. Key Transaction Terms
• Structure: The proposed transaction will involve the issuance of securities to Xanadu stockholders. • Consideration: Crane Harbor and Xanadu anticipate that NewCo will be capitalized with approximately US$500 million in gross proceeds. • Conditions to Closing: The transaction is subject to Crane Harbor shareholder approval, regulatory clearances, and other customary conditions. • Expected Timeline: A definitive proxy statement/prospectus has been mailed to Crane Harbor shareholders, who are set to vote on the proposed combination. The record date for voting was February 4, 2026. • Listing Expectations: The announcement states that NewCo is expected to seek listings on the Nasdaq Stock Market and the Toronto Stock Exchange.
5. Company Statements and Forward-Looking Statements
The announcement contains statements regarding the anticipated benefits of the proposed business combination, including the potential for quantum computing technologies in next-generation battery materials and the overall strategic rationale for merging with Crane Harbor. It also includes forward-looking statements under U.S. federal securities laws and applicable Canadian securities laws regarding the future performance, operations, and financial outlook of NewCo.
These forward-looking statements are subject to various risks, uncertainties, and assumptions. Factors that could cause actual results to differ materially include, among others, the emerging nature of Xanadu’s technology, the requirement for additional financing, the dependence on certain members of senior management, regulatory approvals, and broader market conditions. The announcement clarifies that this communication does not constitute an offer to sell or a solicitation of an offer to buy any securities. Crane Harbor’s and NewCo’s directors, executive officers, and certain other persons may be deemed participants in the proxy solicitation, and all shareholders are advised to carefully read the definitive proxy statement/prospectus for important information before making any voting or investment decisions.
