Form SCHEDULE 13G Xanadu Quantum Technolog Filed by: Radical Ventures Fund II (International), L.P.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Xanadu Quantum Technologies Ltd (Name of Issuer) |
Class B Subordinate Voting Shares (Title of Class of Securities) |
(CUSIP Number) |
03/26/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Radical Ventures II GP Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,898,488.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
21.56 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Radical Ventures Fund II (International), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,930,065.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.27 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Radical Ventures Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,968,423.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.08 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Xanadu Quantum Technologies Ltd | |
| (b) | Address of issuer's principal executive offices:
777 Bay Street, Suite 2400, Toronto, Ontario M5G 2C8 Canada | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being filed by Radical Ventures II GP Inc. ("Radical GP"), Radical Ventures Fund II (International), L.P. ("International") and Radical Ventures Fund II, L.P. ("Fund II" and together with International, the "Funds"). Radical GP is the sole general partner of the Funds. Radical GP, International and Fund II are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons". | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Persons is:
59 Hayden Street, Suite 300
Toronto, Ontario
M4Y 0E7 | |
| (c) | Citizenship:
Canada | |
| (d) | Title of class of securities:
Class B Subordinate Voting Shares | |
| (e) | CUSIP No.:
| |
| 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); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Radical GP - 11,898,488 shares
International - 1,930,065 shares
Fund II - 9,968,423 shares
Such shares consist of Class A Multiple Voting Shares ("MVS") which are convertible into Class B Subordinate Voting Shares ("SVS") on a share-for-share basis. | |
| (b) | Percent of class:
Radical GP -21.56%
International - 4.27%
Fund II - 19.08%
The percentages of shares beneficially owned set forth above are based on a total of 43,284,437 SVS outstanding as of March 26, 2026. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Radical GP - 0 shares
International -1,930,065 shares
Fund II - 9,968,423 shares | ||
| (ii) Shared power to vote or to direct the vote:
Radical GP - 11,898,488 shares
International - 0 shares
Fund II - 0 shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
Radical GP - 0 shares
International - 1,930,065 shares
Fund II - 9,968,423 shares
| ||
| (iv) Shared power to dispose or to direct the disposition of:
Radical GP - 11,898,488 shares
International - 0 shares
Fund II - 0 shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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