TORONTO, November 03 2025 -- Xanadu Quantum Technologies, Inc. (“Xanadu”), a leading photonic quantum computing company, and Crane Harbor Acquisition Corp., a publicly traded special purpose acquisition company (“Crane Harbor”), today announced that they have entered into a definitive business combination agreement with a newly formed entity, that is expected to result in Xanadu being the first and only publicly traded pure play photonic quantum computing company. Upon closing of the transaction, shares of the combined company are expected to trade on the Nasdaq Stock Market and on the Toronto Stock Exchange.

"Today marks a transformative milestone for quantum computing as we bring the leading photonic quantum platform to the public markets," said Christian Weedbrook, CEO of Xanadu. "Our quantum systems compute at true room temperature without cryogenics or laser cooling, while delivering the world’s first networked, modular, and scalable quantum computer and up to 10x more efficient error correction overhead than any other quantum modality. Our success extends beyond hardware innovation to software leadership through PennyLane, the quantum programming software that's training the next generation of quantum developers worldwide. With the technological foundation and an identified path to scaling fully fault tolerant computers in place, this transaction will provide us with the capital necessary to accelerate our mission of building quantum computers that are useful and available to people everywhere."

In 2022, Xanadu became the first pure play quantum company to demonstrate quantum supremacy with its 216-qubit Borealis system. Borealis, which was the first quantum supremacy computer made available on the cloud, demonstrated the ability to solve a complex challenge in 2 minutes that would have taken the world’s fastest supercomputer at the time 7 million years to solve. Now, with its most recent Aurora system, Xanadu has produced the first networked, modular, and scalable quantum computer. Aurora marked the first demonstration of a real-time error correction decoding algorithm with photonics.

Unlike other approaches that seek to commercialize noisy and potentially soon-to-be-obsolete NISQ-era computers, Xanadu is fully committed to the R&D efforts required to create the world’s first fully fault-tolerant quantum computer over the next three years. Combined with Xanadu’s uniquely proven ability to fully implement and scale all subsystems needed for a universal photonic quantum computer and its demonstrated real-time error correction decoding algorithm, Xanadu is expected to have up to 100,000 physical qubits and up to 1,000 logical qubits in its fault-tolerant computer by 2029. Additionally, since all approaches will need to utilize photonics to facilitate scale, Xanadu’s photonic approach is the only medium that will be universally compatible across all quantum modalities and technologies for commercialization including quantum networking, sensing, quantum internet, secure communications, and other future applications.

Xanadu also offers its open-source software, PennyLane, which is the most implemented quantum programming platform in the world, in use by up to 47% of quantum programmers. PennyLane is fully integrated across the hardware of all major quantum computer providers in the industry, regardless of modality. The future quantum workforce is being trained on PennyLane, with 143 University partners across 33 countries including University of Toronto, Purdue University, University of Maryland, and Johns Hopkins University. As a hardware agnostic platform, PennyLane is already generating revenue and is expected to scale with the expansion of the entire quantum computing market.

Xanadu systems and software are already in use by industry-leading customers like Volkswagen, Mitsubishi Chemical Group and Rolls Royce.

Xanadu Expected to Be First to the Public Markets in the Photonic Quantum Computing Race

Quantum computing represents a transformative leap in computational power, leveraging quantum mechanics which will be used to solve previously intractable problems across verticals such as AI, automotive, next generation batteries, clean energy, medicine & chemistry, encryption & decryption, finance, aerospace and many others. These applications represent US$450-850 billion in long-term annual value creation at fault tolerant quantum computing.

At the forefront of this revolution is photonic quantum computing, which harnesses photons as the physical systems for quantum computation and offers distinct advantages as a leading approach for large-scale quantum computers. Crucially, Xanadu’s approach to photonic quantum computing computes at room temperature, eliminating the complex and energy-intensive cooling required by superconducting and trapped ion approaches. Photons interact minimally with their environment, naturally preserving quantum coherence and offering inherent noise resistance essential for stable computation. Leveraging mature optical technologies, photonic quantum computers enable high-speed operations, and inherent scalability through modular architectures and fiber-optic networking, significantly reducing complexity and costs while requiring lower resource consumption.

“We are thrilled to partner with Xanadu's exceptional team to unlock the tremendous potential of photonic quantum computing,” said Bill Fradin, CEO of Crane Harbor. “Photonic quantum computing is the next generation compute technology poised to bring quantum to scale. Xanadu has already demonstrated quantum supremacy and built the world's first scalable and networkable quantum computer, uniquely positioning the combined company at the forefront of one of the most promising technological frontiers of our time.”

Transaction Details

The transaction values Xanadu at a pre-money rollover equity value of US$3.0 billion and the combined company at a pro forma enterprise value of approximately US$3.1 billion, with a pro forma market capitalization of US$3.6 billion. The combined company is expected to receive approximately US$225 million from Crane Harbor’s trust account, assuming no redemptions by Crane Harbor’s public stockholders, as well as US$275 million in gross proceeds from a group of strategic and institutional investors participating in the transaction via a common equity committed private placement investment (“PIPE”) to purchase shares of the combined company at $10.00 per share. Over 90% of the capital committed in the PIPE financing was sourced from new investors who were not existing Xanadu shareholders. The net proceeds from this transaction will be used to accelerate the development and deployment of Xanadu's photonic quantum computer systems to fully fault-tolerant, with subsequent commercial traction via both run time sales and PennyLane software monetization.

Existing Xanadu shareholders and management will not receive any cash proceeds as part of the transaction and will roll over 100% of their Xanadu shares into shares in the combined company. Management and existing shareholders of Xanadu will be subject to lock-up agreements restricting the sale or transfer of their shares for a period of time upon closing.

The transaction has been unanimously approved by the Board of Directors of Crane Harbor, as well as the Board of Directors of Xanadu, and is subject to the satisfaction of customary closing conditions, including the approval of the shareholders of each of Xanadu and Crane Harbor and the listing of the shares of the combined company on the Toronto Stock Exchange and Nasdaq, which is subject to stock exchange approval.

Conference Call Information

Management of Xanadu and Crane Harbor will host an investor conference call to discuss the proposed transaction and review an investor presentation at 8:30am ET on Monday, November 3, 2025. A webcast of the call can be accessed by visiting www.craneharboracquisition.com. A transcript of the call will also be filed by Crane Harbor with the SEC.

Transaction Advisors

Morgan Stanley & Co. LLC is serving as lead financial advisor to Xanadu. Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, is also serving as financial advisor and capital markets advisor to Xanadu.

JonesTrading is serving as capital markets advisor to Crane Harbor.

Morgan Stanley & Co. LLC is serving as lead placement agent for the PIPE. CIBC Capital Markets, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and JonesTrading are also serving as placement agents for the PIPE.

Cooley LLP and Osler, Hoskin & Harcourt LLP are serving as legal counsel to Xanadu. Winston & Strawn LLP, Stevens & Lee P.C. and Bennett Jones LLP are serving as legal counsel to Crane Harbor. Ropes & Gray LLP and Davies Ward Phillips & Vineberg LLP are acting as legal advisors to the PIPE placement agents.