| Item 1. | |
| (a) | Name of issuer:
Xanadu Quantum Technologies Ltd. |
| (b) | Address of issuer's principal executive offices:
777 Bay Street, Suite 2400, Toronto, A6, M5G 2C8. |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Technology Impact Fund II, LP ("TIF II LP")
TIF Partners II, LLC ("TIF II LLC")
Ion Yadigaroglu ("Yadigaroglu")
Dipender Saluja ("Saluja")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. |
| (b) | Address or principal business office or, if none, residence:
512 West 22nd Street, 6th Floor
New York, NY 10011 |
| (c) | Citizenship:
TIF II LP Delaware
TIF II LLC Delaware
Yadigaroglu United States
Saluja United States |
| (d) | Title of class of securities:
Class B Subordinate Voting Shares, without par value |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of Class B Subordinate Voting shares of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of 11,080,951 Class A Multiple Voting shares ("Class A Shares") held directly by TIF II LP. The Class A Shares are convertible on a one-for-one basis into an equal number of Class B Subordinate Voting shares, subject to the limitations described below.
The Class A Shares held by TIF II LP are subject to a restriction (the "Beneficial Ownership Blocker") which precludes conversion of the Class A Shares to the extent that, following conversion, TIF II LP, together with its affiliates and other attribution parties, would own more than 19.9% of the Class B Subordinate Voting shares outstanding. By virtue of the Beneficial Ownership Blocker, TIF II LP is currently prohibited from converting its Class A Shares to the extent that such conversion would result in the Reporting Persons' beneficial ownership of more than 10,753,561 Class B Subordinate Voting shares.
TIF II LLC is the general partner of TIF II LP and may be deemed to share voting and dispositive power over the shares held by TIF II LP. Saluja and Yadigaroglu are managers of TIF II LLC and may be deemed to share voting and dispositive power over the shares held by TIF II LP.
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| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the Class B Subordinate Voting shares of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon 43,284,436 Class B Subordinate Voting shares outstanding as of March 26, 2026, as reported in the Issuer's Shell Company Report on Form 20-F filed with the Securities and Exchange Commission (the "SEC") on April 1, 2026, and giving effect to Class A Shares held by TIF II LP, to the extent convertible within 60 days hereof, as referenced herein. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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| | (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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| | (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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| | (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)