Beneficial Ownership Report · SCHEDULE 13G
Xanadu Quantum Technologies Limited
Beneficial Ownership Report
Structured filing — SCHEDULE 13G
primary_doc.xml
Subject company
- Company
- Xanadu Quantum Technologies Limited
- Company CIK
- 0002097163
- Street
- 777 Bay Street
- Street (continued)
- Suite 2400
- City
- Toronto
- State / country code
- A6
- Postal code
- M5G 2C8
Statement details
- Security class
- Class B Subordinate Voting Shares, without par value
- Event date
- 09/20/2026
- Rule designation
- Rule 13d-1(c)
Reporting person 1
- Name
- BDC Capital Inc.
- Citizenship / organization
- Z4
- Reporting person type
- CO
- Aggregate amount owned
- 6,657,508.00
- Percent of class
- 4.0
- Sole voting power
- 6,657,508.00
- Shared voting power
- 0.00
- Sole dispositive power
- 6,657,508.00
- Shared dispositive power
- 0.00
- Aggregate excludes certain shares
- N
- Comments
- 1. Prior to September 21, 2026, BDC Capital Inc. ("BDC") held 6,658,408 Class A Multiple Voting Shares ("Class A Shares") of Xanadu Quantum Technologies Limited (the "Company"), each of which is convertible at the holder's option into one Class B Subordinate Voting Share ("Class B Share"). BDC's conversion rights are subject to a Blocker Notice limiting conversion to 9.99% of outstanding Class B Shares. 2. On September 21, 2026, BDC converted 6,177,060 Class A Shares into Class B Shares. Between September 22, 2026 and the date of this filing, BDC sold 900 Class B Shares on the open market. 3. The percentage of beneficial ownership reported herein is based on publicly available information regarding the number of issued and outstanding Class B Shares as of September 22, 2026. 4. BDC Capital Inc. is a subsidiary of the Business Development Bank of Canada, a Crown corporation whose sole shareholder is the Government of Canada.
Item 1
Issuer
Xanadu Quantum Technologies Limited
Principal executive office address
777 Bay Street Suite 2400, Toronto, A6 M5G 2C8
Item 2
Citizenship
Canada
Filing person
BDC Capital Inc. ("BDC") is a subsidiary of the Business Development Bank of Canada, a Crown corporation whose sole shareholder is the Government of Canada.
Principal business or residence address
5 Place Ville Marie, Suite 100, Montreal, Quebec H3B 5E7, Canada
Item 3
Not applicable indication
Y
Item 4
Percent of class
4.0
Amount beneficially owned
6,657,508, comprised of 6,176,160 Class B Subordinate Voting Shares held directly plus 481,348 Class B Subordinate Voting Shares issuable upon conversion of Class A Multiple Voting Shares within 60 days pursuant to Rule 13d-3(d)(1)(i), subject to the Blocker Notice.
Sole voting power
6,657,508
Shared voting power
0
Sole dispositive power
6,657,508
Shared dispositive power
0
Item 5
Not applicable indication
N
Ownership of 5% or less
Y
Item 6
Not applicable indication
Y
Item 7
Not applicable indication
Y
Item 8
Not applicable indication
Y
Item 9
Not applicable indication
Y
Item 10
Not applicable indication
N
Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Exhibits
Not Applicable
Signature 1
- Reporting person
- BDC Capital Inc.
- Signed
- /s/ Lisa To
- Title
- Lisa To, VP and Lead
- Date
- 09/25/2026
Company context
Founded in 2016, Xanadu is a Canadian photonic quantum computing company with the mission to build quantum computers that are useful and available to people everywhere. Xanadu is building fault-tolerant quantum computers using light, with systems designed to compute at room temperature. Xanadu develops both hardware and software, including PennyLane, its open-source quantum computing platform. Xanadu is the first pure-play photonic quantum computing company to list on public markets (Nasdaq/TSX: XNDU) and is recognized globally for its breakthroughs in scalable quantum technologies. Visit xanadu.ai or follow on X @XanaduAI.