1. Basic Information of the Announcement
On February 27, 2026, Crane Harbor (Stock Code: ) filed a Form 425 with the U.S. Securities and Exchange Commission (the “SEC”) to disclose its definitive proxy statement/prospectus regarding a proposed business combination with Xanadu. The definitive proxy statement/prospectus, declared effective by the SEC on February 27, 2026, includes details on the transaction and relevant materials. It was mailed to shareholders of Crane Harbor as of February 4, 2026, the record date for voting on the proposed transaction.
2. Transaction Overview
The disclosure describes a proposed merger involving Crane Harbor and Xanadu. The transaction contemplates the formation of a new entity, NewCo, under which Crane Harbor’s shareholders and Xanadu’s stockholders would be combined as outlined in the definitive proxy statement/prospectus. Securities are expected to be issued to Xanadu’s stockholders upon completion of the proposed merger. NewCo’s shares are expected to be listed on the Nasdaq Stock Market and on the Toronto Stock Exchange, subject to necessary approvals.
3. Key Transaction Terms
In connection with the proposed transaction, Xanadu has stated its expectation of raising capital, including a US$3.00 billion valuation. Specific terms regarding potential share exchange ratios or pricing structures are detailed in the definitive proxy statement/prospectus. The transaction is subject to the approval of Crane Harbor’s shareholders, regulatory clearances, and other customary closing conditions as outlined in the definitive proxy statement/prospectus. Crane Harbor shareholders are expected to vote on the proposed combination and related matters set forth in the Registration Statement.
4. Company Statements and Forward-Looking Statements
According to the announcement, Xanadu anticipates that quantum computing may play a significant role in advancing industries and is working toward developing photonic quantum computing systems. The parties caution that these forward-looking statements involve risks, uncertainties, and assumptions, many of which are beyond their control. Potential challenges include technical and market acceptance hurdles, future capital requirements, and the need to secure regulatory and shareholder approvals. Further information on these risks is detailed under “Risk Factors” in the definitive proxy statement/prospectus and other filings with the SEC.
An investment in Crane Harbor is not an investment in any of Crane Harbor’s founders’ or sponsors’ past investments. Their historical results are not necessarily indicative of future performance, and any purchase of securities is subject to significant risks detailed by the companies in their public filings.
The announcement also clarifies that it does not constitute an offer or solicitation of any vote or approval. Any offer of securities, if made, will only take place by means of a prospectus that satisfies the requirements of applicable securities laws. The SEC and other regulatory authorities have not approved or disapproved these securities or passed on the accuracy of the information in the announcement.
Readers are encouraged to review the definitive proxy statement/prospectus, as well as any other documents related to this proposed merger filed by NewCo and/or Crane Harbor with the SEC, available without charge at the SEC’s website at www.sec.gov or on Crane Harbor’s website at www.craneharboracquisition.com, or by emailing investors@xanadu.ai. Before making any voting or investment decisions, shareholders and other interested parties should read these materials carefully.
