Xanadu Quantum Technologies Ltd-B 2026年年度报告和过渡报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report: March 26, 2026 Commission File Number: 001-43205 Xanadu Quantum Technologies Limited(Exact name of Registrant as specified in its charter) 777 Bay Street, Suite 2400Toronto, Ontario M5G 2C8Tel: (416) 304-9629Canada(Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the shell company report: On March 26, 2026, the issuer had 254,709,401 Class A Multiple Voting Shares, without par value, outstanding and 43,284,436Class B Subordinate Voting Shares, without par value, outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☐ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large accelerated filer☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards† provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in thisfiling: If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ International Financial Reporting Standards as issued by the International Accounting Standards Board☐☐ U.S. GAAP☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes☐No☐ TABLE OF CONTENTS PageEXPLANATORY NOTEiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPART I1ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3. KEY INFORMATION1ITEM 4. INFORMATION ON THE COMPANY2ITEM 4A. UNRESOLVED STAFF COMMENTS3ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS3ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES3ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS4ITEM 8. FINANCIAL INFORMATION6ITEM 9. THE OFFER AND LISTING6ITEM 10. ADDITIONAL INFORMATION7ITEM 11. QUANTITATIVE AND QUALITATIVE DISC