Item 4 — Purpose of Transaction
As previously disclosed on the Issuer's Form 20-F filed with the Securities and Exchange Commission (the "SEC") on April 1, 2026, on March 26, 2026 (the "Closing Date"), the Issuer consummated the previously announced business combination pursuant to the Business Combination Agreement (the "Business Combination Agreement"), dated as of November 3, 2025, by and among Crane Harbor Acquisition Corp., a Cayman Islands exempted company subsequently continued as a corporation under the Business Corporations Act (Ontario) and renamed following completion of the transaction as Xanadu Quantum Technologies Former SPAC Inc. ("Crane Harbor"), and Xanadu Quantum Technologies Inc., a corporation continued under the Business Corporations Act (Ontario) ("Old Xanadu"), which provided for, among other things and subject to the terms and conditions contained in the Business Combination Agreement, and the plan of arrangement (the "Plan of Arrangement"), (i) the continuation of Crane Harbor from the Companies Act (Cayman Islands) to the Business Corporations Act (Ontario) (the "Crane Harbor Continuance"), (ii) the Issuer's acquisition of all of the issued and outstanding shares in the capital of Crane Harbor in exchange for subordinate voting shares in the capital of the Issuer ("Class B Subordinate Voting Shares") and all of the issued and outstanding shares in the capital of Old Xanadu, other than Non-Voting Common Shares in the capital of Old Xanadu ("Non-Voting Common Shares"), for multiple voting shares in the capital of the Issuer ("Class A Multiple Voting Shares," and together with the Class B Subordinate Voting Shares, the "Shares") and all of the issued and outstanding Non-Voting Common Shares, for Class B Subordinate Voting Shares, in each case, by way of a court approved arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Arrangement"), resulting in Crane Harbor and Old Xanadu becoming wholly-owned subsidiaries of the Issuer; and (iii) the listing of the Class B Subordinate Voting Shares for trading on each of the Nasdaq Global Market ("Nasdaq") and the Toronto Stock Exchange (the "TSX") (collectively, with the other transactions contemplated in the Business Combination Agreement, the Plan of Arrangement and the documents contemplated therein, the "Transactions"). On the Closing Date and pursuant to the Plan of Arrangement, among other things, (i) each then issued and outstanding Old Xanadu Preferred Share held by an Old Xanadu Preferred Shareholder was converted into and exchanged for one Old Xanadu Voting Common Share; (ii) each then issued and outstanding Old Xanadu Voting Common Share held by an Old Xanadu Voting Common Shareholder was transferred to the Issuer in consideration for that number of Class A Multiple Voting Shares equal to the Exchange Ratio; (iii) each then issued and outstanding Old Xanadu Non-Voting Common Share held by an Old Xanadu Non-Voting Common Shareholder was transferred to the Issuer in consideration for that number of Class B Subordinate Voting Shares equal to the Exchange Ratio; (iv) each Old Xanadu Voting Option then outstanding was exchanged for an option to purchase Class A Multiple Voting Shares (each, a "MVS Option"); (v) each then outstanding Old Xanadu Non-Voting Option was exchanged for an option to purchase Class B Subordinate Voting Shares (each, a "SVS Option"); and (vi) each then outstanding Old Xanadu Warrant to purchase Voting Common Shares in the capital of Old Xanadu was exchanged for a warrant to purchase Class A Multiple Voting Shares (the "MVS Warrants") and each then outstanding Old Xanadu Warrant to purchase Non-Voting Common Shares was exchanged for a warrant to purchase Class B Subordinate Voting Shares (the "SVS Warrants," and together with the MVS Warrants, the "Warrants"), each as provided in the Plan of Arrangement. The Reporting Person received an aggregate of 46,432,704 Class A Multiple Voting Shares on the Closing Date in connection with the closing of the Transactions in exchange for equity of Old Xanadu. The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein. Plans or Proposals The Reporting Person is the Chief Executive Officer and a member of the board of directors ("Board") of the Issuer. In this capacity, he may communicate with other members of management, other members of the Board, and/or other shareholders from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the Board with a view to maximizing shareholder value. Such discussions and actions may be preliminary and exploratory in nature, and may not rise to the level of a plan or proposal. As an executive officer of the Issuer, the Reporting Person is eligible to receive, from time to time at