S-8 EX-FILING FEES 0002097163 Fees to be Paid Fees to be Paid Fees to be Paid Fees to be Paid N/A 0002097163 1 2026-05-25 2026-05-25 0002097163 2 2026-05-25 2026-05-25 0002097163 3 2026-05-25 2026-05-25 0002097163 4 2026-05-25 2026-05-25 0002097163 2026-05-25 2026-05-25 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-8

Xanadu Quantum Technologies Ltd

Table 1: Newly Registered Securities

                                       
Security Type   Security Class Title   Notes   Fee Calculation
Rule
  Amount Registered   Proposed Maximum Offering
Price Per Unit
  Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                       
Equity   Subordinate voting shares, without par value, issuable under the Xanadu Quantum Technologies Limited Omnibus Long Term Incentive Plan   (1)   Other   44,791,700   $ 12.04   $ 539,292,068.00   0.0001381   $ 74,476.24
Equity   Subordinate voting shares, without par value, issuable upon the exercise of outstanding options granted under the Xanadu Quantum Technologies Limited Amended and Restated 2018 Equity Incentive Plan   (2)   Other   44,076,596     1.29     56,858,808.84   0.0001381     7,852.21
Equity   Multiple voting shares, without par value, issuable upon the exercise of outstanding options granted under the Xanadu Quantum Technologies Inc. 2017 Equity Incentive Plan   (3)   Other   2,231,213     0.02     44,624.26   0.0001381     6.17
Equity   Multiple voting shares, without par value, issuable upon the exercise of outstanding options granted under the Xanadu Quantum Technologies Limited Amended and Restated 2018 Equity Incentive Plan   (4)   Other   1,029,896   $ 0.08   $ 82,391.68   0.0001381   $ 11.38
                                       
Total Offering Amounts:   $ 596,277,892.78         82,346.00
Total Fee Offsets:               0.00
Net Fee Due:             $ 82,346.00

 

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Offering Note(s)

(1) (a) Represents 44,791,700 subordinate voting shares, without par value (“Class B Subordinate Voting Shares”), issuable under the Xanadu Quantum Technologies Limited Omnibus Long Term Incentive Plan, dated as of March 20, 2026. (b) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares that may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. (c) Pursuant to Rules 457(c) and 457(h) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price per share is $12.04 (the average of the high and low prices of our Class B Subordinate Voting Shares as reported on the Nasdaq Global Market on May 19, 2026).
(2) (a) Represents 44,076,596 Class B Subordinate Voting Shares issuable upon the exercise of outstanding options granted under the Xanadu Quantum Technologies Limited Amended and Restated 2018 Equity Incentive Plan, dated as of March 20, 2026 (the “2018 EIP”). (b) Pursuant to Rule 416(a) under the Securities Act, this registration statement also covers an indeterminate number of additional shares that may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. (c) Pursuant to Rule 457(h) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price per share is $1.29, which represents the weighted-average exercise price for such shares.
(3) (a) Represents 2,231,213 multiple voting shares, without par value (“Class A Multiple Voting Shares”) issuable upon the exercise of outstanding options granted under the Xanadu Quantum Technologies Inc. 2017 Equity Incentive Plan, dated as of October 30, 2017, as amended. (b) Pursuant to Rule 416(a) under the Securities Act, this registration statement also covers an indeterminate number of additional shares that may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. (c) Pursuant to Rule 457(h) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price per share is $0.02, which represents the weighted-average exercise price for such shares.
(4) (a) Represents 1,029,896 Class A Multiple Voting Shares issuable upon the exercise of outstanding options granted under the 2018 EIP. (b) Pursuant to Rule 416(a) under the Securities Act, this registration statement also covers an indeterminate number of additional shares that may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. (c) Pursuant to Rule 457(h) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price per share is $0.08, which represents the weighted-average exercise price for such shares.