## Executive Takeaway NewCo is **Xanadu Quantum Technologies Limited**, a **newly‑formed entity** created to acquire **Crane Harbor Acquisition Corp.** and **Xanadu Quantum Technologies Inc.** as part of their proposed SPAC business combination. It has **confidentially submitted a Form F‑4 registration statement** to the SEC and will be the **publicly listed combined company** upon closing of the transaction, expected at the **end of Q1 2026**. --- ## Facts About NewCo (from the filing) ### 1. **NewCo’s Role in the Transaction** * NewCo is described as a **“newly-formed entity”** created specifically to effect the business combination between Crane Harbor and Xanadu. Citation: ["newly-formed entity, Xanadu Quantum Technologies Limited (“NewCo”)"](0001213900-25-113866|1) * NewCo has **confidentially submitted a draft Registration Statement on Form F‑4** to the SEC. Citation: ["confidential submission of a draft registration statement on Form F-4 ... by a newly-formed entity, ... (“NewCo”)"](0001213900-25-113866|1) ### 2. **Function After the Business Combination** * NewCo will **acquire both Crane Harbor and Xanadu** as part of the business combination. Citation: ["NewCo, a newly-formed entity that will acquire Crane Harbor and Xanadu"](0001213900-25-113866|1) * NewCo will become the **combined company** listed on the Toronto Stock Exchange and Nasdaq (pending approvals). Citation: ["listing of the shares of the combined company on the Toronto Stock Exchange and The Nasdaq Stock Market"](0001213900-25-113866|1) ### 3. **Purpose of the Registration Statement** * The Registration Statement will include a **proxy statement/prospectus** used for Crane Harbor shareholder voting and the issuance of NewCo securities to Xanadu shareholders. Citation: ["The Registration Statement includes a proxy statement/prospectus ... as well as the prospectus relating to the offer of the securities to be issued to Xanadu’s shareholders"](0001213900-25-113866|1) ### 4. **Capitalization and Pro Forma Valuation (for the combined company under NewCo)** * Expected **pro forma enterprise value: ~US$3.1 billion**. Citation: ["expected pro forma enterprise value of approximately US$3.1 billion"](0001213900-25-113866|1) * Expected **pro forma market cap: ~US$3.6 billion**. Citation: ["pro forma market capitalization of US$3.6 billion"](0001213900-25-113866|1) * Anticipated **gross proceeds: ~US$500 million** consisting of: - **US$225 million** from Crane Harbor’s trust (assuming no redemptions) Citation: ["approximately US$225 million from Crane Harbor’s trust account"](0001213900-25-113866|1) - **US$275 million** from PIPE investors Citation: ["US$275 million from a group of strategic and institutional investors ... PIPE"](0001213900-25-113866|1) ### 5. **Timing** * Closing of the business combination (and thus establishment of NewCo as the public parent) is **expected at the end of Q1 2026**. Citation: ["expected to close at the end of the first quarter of 2026"](0001213900-25-113866|1) ### 6. **Other Regulatory Notes** * After the Registration Statement becomes public and effective, a **definitive proxy statement/prospectus** will be mailed to shareholders. Citation: ["After the Registration Statement has been publicly filed and declared effective ... a definitive proxy statement/prospectus ... will be mailed"](0001213900-25-113866|1) * NewCo will be a **participant in the proxy solicitation** under SEC rules. Citation: ["NewCo, Crane Harbor, Xanadu and certain of their respective directors ... may ... be deemed to be participants in the solicitation"](0001213900-25-113866|1) --- ## Summary: What NewCo Is **NewCo** = *Xanadu Quantum Technologies Limited*, a **newly created holding company** that will: * File and operate through a **Form F‑4** for the SPAC merger. * **Acquire** Xanadu and Crane Harbor. * Become the **publicly traded photonic quantum computing company** post‑merger. * Be capitalized with **~US$500 million** gross proceeds. * Target closing by **Q1 2026**. If you’d like, I can also prepare: * A diagram of the transaction structure. * A summary of risk factors relevant to NewCo (based on the same filing). * A comparison to typical SPAC‑NewCo structures.

## Executive Takeaway NewCo is **Xanadu Quantum Technologies Limited**, a **newly‑formed entity** created to acquire **Crane Harbor Acquisition Corp.** and **Xanadu Quantum Technologies Inc.** as part of their proposed SPAC business combination. It has **confidentially submitted a Form F‑4 registration statement** to the SEC and will be the **publicly listed combined company** upon closing of the transaction, expected at the **end of Q1 2026**. --- ## Facts About NewCo (from the filing) ### 1. **NewCo’s Role in the Transaction** * NewCo is described as a **“newly-formed entity”** created specifically to effect the business combination between Crane Harbor and Xanadu. Citation: ["newly-formed entity, Xanadu Quantum Technologies Limited (“NewCo”)"](0001213900-25-113866|1) * NewCo has **confidentially submitted a draft Registration Statement on Form F‑4** to the SEC. Citation: ["confidential submission of a draft registration statement on Form F-4 ... by a newly-formed entity, ... (“NewCo”)"](0001213900-25-113866|1) ### 2. **Function After the Business Combination** * NewCo will **acquire both Crane Harbor and Xanadu** as part of the business combination. Citation: ["NewCo, a newly-formed entity that will acquire Crane Harbor and Xanadu"](0001213900-25-113866|1) * NewCo will become the **combined company** listed on the Toronto Stock Exchange and Nasdaq (pending approvals). Citation: ["listing of the shares of the combined company on the Toronto Stock Exchange and The Nasdaq Stock Market"](0001213900-25-113866|1) ### 3. **Purpose of the Registration Statement** * The Registration Statement will include a **proxy statement/prospectus** used for Crane Harbor shareholder voting and the issuance of NewCo securities to Xanadu shareholders. Citation: ["The Registration Statement includes a proxy statement/prospectus ... as well as the prospectus relating to the offer of the securities to be issued to Xanadu’s shareholders"](0001213900-25-113866|1) ### 4. **Capitalization and Pro Forma Valuation (for the combined company under NewCo)** * Expected **pro forma enterprise value: ~US$3.1 billion**. Citation: ["expected pro forma enterprise value of approximately US$3.1 billion"](0001213900-25-113866|1) * Expected **pro forma market cap: ~US$3.6 billion**. Citation: ["pro forma market capitalization of US$3.6 billion"](0001213900-25-113866|1) * Anticipated **gross proceeds: ~US$500 million** consisting of: - **US$225 million** from Crane Harbor’s trust (assuming no redemptions) Citation: ["approximately US$225 million from Crane Harbor’s trust account"](0001213900-25-113866|1) - **US$275 million** from PIPE investors Citation: ["US$275 million from a group of strategic and institutional investors ... PIPE"](0001213900-25-113866|1) ### 5. **Timing** * Closing of the business combination (and thus establishment of NewCo as the public parent) is **expected at the end of Q1 2026**. Citation: ["expected to close at the end of the first quarter of 2026"](0001213900-25-113866|1) ### 6. **Other Regulatory Notes** * After the Registration Statement becomes public and effective, a **definitive proxy statement/prospectus** will be mailed to shareholders. Citation: ["After the Registration Statement has been publicly filed and declared effective ... a definitive proxy statement/prospectus ... will be mailed"](0001213900-25-113866|1) * NewCo will be a **participant in the proxy solicitation** under SEC rules. Citation: ["NewCo, Crane Harbor, Xanadu and certain of their respective directors ... may ... be deemed to be participants in the solicitation"](0001213900-25-113866|1) --- ## Summary: What NewCo Is **NewCo** = *Xanadu Quantum Technologies Limited*, a **newly created holding company** that will: * File and operate through a **Form F‑4** for the SPAC merger. * **Acquire** Xanadu and Crane Harbor. * Become the **publicly traded photonic quantum computing company** post‑merger. * Be capitalized with **~US$500 million** gross proceeds. * Target closing by **Q1 2026**. If you’d like, I can also prepare: * A diagram of the transaction structure. * A summary of risk factors relevant to NewCo (based on the same filing). * A comparison to typical SPAC‑NewCo structures.