SEC Form SCHEDULE 13G filed by Xanadu Quantum Technologies Limited
$XNDU
Computer Manufacturing
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Xanadu Quantum Technologies Ltd (Name of Issuer) |
Class B Subordinate Voting Shares, without par value (Title of Class of Securities) |
98390R102 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | 98390R102 |
| 1 | Names of Reporting Persons
Bessemer Venture Partners XI Institutional 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
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,772,572.00 | ||||||||
| 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)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Consists of (i) 13,682,497 Class B Subordinate Common Shares, without par value ("Class B Shares") of the Issuer underlying Class A Multiple Voting Shares ("Class A Shares") beneficially owned by the Reporting Person, which Class B Shares are convertible, at the option of the holder, into Class A Shares on a 1-for-1 basis and (ii) 90,075 Class B Shares. The percentage of shares beneficially owned set forth in row 11 above is based on a total of 43,284,437 Class B Shares outstanding as of March 26, 2026. The Reporting Persons have entered into an agreement preventing the conversion of the Class A Shares to the extent such conversion would result in the Reporting Persons holding greater than 9.99% of Class B Shares (the "Beneficial Ownership Blocker"). However, the amounts reported in rows (5), (7) and (9) herein include the Class B Shares issuable upon conversion of the Class A Shares and do not give effect to the Beneficial Ownership Blocker. Therefore, the actual number of Class B Shares beneficially owned by the Reporting Persons, after giving effect to the Beneficial Ownership Blocker, is less than the number of shares reported in rows (5), (7) and (9).
SCHEDULE 13G
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| CUSIP Number(s): | 98390R102 |
| 1 | Names of Reporting Persons
Bessemer Venture Partners XI 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,102,659.00 | ||||||||
| 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)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Consists of (i) 9,102,659 Class B Shares underlying Class A Shares beneficially owned by the Reporting Person, which Class B Shares are convertible, at the option of the holder, into Class A Shares on a 1-for-1 basis and (ii) 59,925 Class B Shares. The percentage of shares beneficially owned set forth in row 11 above is based on a total of 43,284,437 Class B Shares outstanding as of March 26, 2026. The Reporting Persons have entered into an agreement preventing the conversion of the Class A Shares to the extent such conversion would result in the Reporting Persons holding greater than 9.99% of Class B Shares (the "Beneficial Ownership Blocker"). However, the amounts reported in rows (5), (7) and (9) herein include the Class B Shares issuable upon conversion of the Class A Shares and do not give effect to the Beneficial Ownership Blocker. Therefore, the actual number of Class B Shares beneficially owned by the Reporting Persons, after giving effect to the Beneficial Ownership Blocker, is less than the number of shares reported in rows (5), (7) and (9).
SCHEDULE 13G
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| CUSIP Number(s): | 98390R102 |
| 1 | Names of Reporting Persons
Deer XI & Co. 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,935,156.00 | ||||||||
| 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)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Consists of (i) 22,785,156 Class B Shares underlying Class A Shares beneficially owned by the Reporting Person, which Class B Shares are convertible, at the option of the holder, into Class A Shares on a 1-for-1 basis and (ii) 150,00 Class B Shares. The percentage of shares beneficially owned set forth in row 11 above is based on a total of 43,284,437 Class B Shares outstanding as of March 26, 2026. The Reporting Persons have entered into an agreement preventing the conversion of the Class A Shares to the extent such conversion would result in the Reporting Persons holding greater than 9.99% of Class B Shares (the "Beneficial Ownership Blocker"). However, the amounts reported in rows (5), (7) and (9) herein include the Class B Shares issuable upon conversion of the Class A Shares and do not give effect to the Beneficial Ownership Blocker. Therefore, the actual number of Class B Shares beneficially owned by the Reporting Persons, after giving effect to the Beneficial Ownership Blocker, is less than the number of shares reported in rows (5), (7) and (9).
SCHEDULE 13G
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| CUSIP Number(s): | 98390R102 |
| 1 | Names of Reporting Persons
Deer XI & Co. Ltd. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,935,156.00 | ||||||||
| 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)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Consists of (i) 22,785,156 Class B Shares underlying Class A Shares beneficially owned by the Reporting Person, which Class B Shares are convertible, at the option of the holder, into Class A Shares on a 1-for-1 basis and (ii) 150,00 Class B Shares. The percentage of shares beneficially owned set forth in row 11 above is based on a total of 43,284,437 Class B Shares outstanding as of March 26, 2026. The Reporting Persons have entered into an agreement preventing the conversion of the Class A Shares to the extent such conversion would result in the Reporting Persons holding greater than 9.99% of Class B Shares (the "Beneficial Ownership Blocker"). However, the amounts reported in rows (5), (7) and (9) herein include the Class B Shares issuable upon conversion of the Class A Shares and do not give effect to the Beneficial Ownership Blocker. Therefore, the actual number of Class B Shares beneficially owned by the Reporting Persons, after giving effect to the Beneficial Ownership Blocker, is less than the number of shares reported in rows (5), (7) and (9).
SCHEDULE 13G
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| 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 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being filed by the following persons with respect to certain shares of Cass A Shares and Class B Shares (together, the "Shares") of the Issuer. Bessemer Venture Partners XI L.P. ("BVP XI"), Bessemer Venture Partners XI Institutional L.P. ("BVP XI Inst" and together with BVP XI, the "Funds") directly own Shares. Deer XI & Co. LP ("Deer XI") is the general partner of the funds. Deer XI &Co Ltd. ("Deer XI Ltd.") is the general partner of Deer XI.
Deer XI Ltd, Deer XI LP, BVP XI and BVP XI Inst 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:
c/o Bessemer Venture Partners
1865 Palmer Avenue; Suite 104
Larchmont, NY 10583 | |
| (c) | Citizenship:
Cayman Islands | |
| (d) | Title of class of securities:
Class B Subordinate Voting Shares, without par value | |
| (e) | CUSIP Number(s):
98390R102 | |
| 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: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Deer XI Ltd- 22,935,156 shares
DeerXI LP - 22,935,156 shares
BVP XI - 9,162,584 shares
BVP XI Inst - 13,772,572 shares | |
| (b) | Percent of class:
Deer XI Ltd- 9.99%
Deer XI LP - 9.99%
BVP XI - 9.99%
BVP XI Inst - 9.99%
The percentage of shares beneficially owned set forth above is based on a total of 43,284,437 Class B Shares outstanding as of March 26, 2026. The Reporting Persons have entered into an agreement preventing the conversion of the Class A Shares to the extent such conversion would result in the Reporting Persons holding greater than 9.99% of Class B Shares (the "Beneficial Ownership Blocker"). However, the amounts reported above include the Class B Shares issuable upon conversion of the Class A Shares and do not give effect to the Beneficial Ownership Blocker. Therefore, the actual number of Class B Shares beneficially owned by the Reporting Persons, after giving effect to the Beneficial Ownership Blocker, is less than the number of shares reported in rows (5), (7) and (9). | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Deer XI Ltd- 22,935,156 shares
DeerXI LP - 22,935,156 shares
BVP XI - 9,162,584 shares
BVP XI Inst - 13,772,572 shares | ||
| (ii) Shared power to vote or to direct the vote:
Deer XI Ltd- 0 shares
Deer XI LP - 0 shares
BVP XI - 0 shares
BVP XI Inst - 0 shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
Deer XI Ltd- 22,935,156 shares
DeerXI LP - 22,935,156 shares
BVP XI - 9,162,584 shares
BVP XI Inst - 13,772,572 shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
Deer XI Ltd- 0 shares
Deer XI LP - 0 shares
BVP XI - 0 shares
BVP XI Inst - 0 shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
As the general partner of Deer XI LP, which in turn is the general partner of the Funds, Deer XI Ltd may be deemed to beneficially own all 22,935,156 Shares held directly by the Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares. | ||
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | 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. |
| 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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