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 pure shares S-8 EX-FILING FEES 0002097163 false false false false N/A S-8 Xanadu Quantum Technologies Ltd Equity Subordinate voting shares, without par value, issuable under the Xanadu Quantum Technologies Limited Omnibus Long Term Incentive Plan true 44791700 12.04 539292068.00 0.0001381 74476.24 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 true 44076596 1.29 56858808.84 0.0001381 7852.21 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 true 2231213 0.02 44624.26 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 true 1029896 0.08 82391.68 0.0001381 11.38 596277892.78 82346.00 0.00 82346.00 (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). (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. (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. (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.