Crane Harbor Acquisition Corp. has entered into a definitive agreement to combine with Xanadu Quantum Technologies Inc., establishing Xanadu Quantum Technologies Limited as the publicly traded entity. Upon closing, Crane Harbor’s shareholders will own a portion of NewCo, reflecting the SPAC’s role as the merger vehicle. This transaction positions Crane Harbor to transition from a blank-check company to a diversified quantum computing concern with significant photonics expertise.

The proposed deal will inject approximately US$500 million into NewCo, comprising US$225 million held in Crane Harbor’s trust account—assuming no redemptions by public shareholders—and a US$275 million private placement commitment from strategic and institutional investors. This PIPE financing was anchored by a group of leading technology and financial firms, ensuring that NewCo will emerge with a robust balance sheet to fund product development, scale manufacturing of photonic components, and support operating expenses through the next two years.

Upon effectiveness of the merger, NewCo is slated to list on both the Nasdaq Stock Market and the Toronto Stock Exchange. Crane Harbor has filed a draft registration statement on Form F-4 with the U.S. Securities and Exchange Commission, which includes a proxy statement/prospectus outlining the merger terms, redemption rights, and voting procedures. A definitive proxy statement will be mailed to Crane Harbor’s shareholders, who must approve the combination; shares not voting in favor may redeem at the trust account value prior to closing.