Xanadu Quantum Technologies Ltd Schedule 13G: several affiliated investment vehicles report beneficial ownership positions in the issuer's Class B Subordinate Voting Shares. The filing lists holdings for Deer XI Ltd./Deer XI LP, Bessemer Venture Partners XI L.P. and Bessemer Venture Partners XI Institutional L.P., each reported at 9.99% of the Class B shares based on 43,284,437 Class B Shares outstanding as of March 26, 2026. The report notes a Beneficial Ownership Blocker that prevents conversions which would cause holdings to exceed 9.99%, and states the reported counts include Class B shares issuable upon conversion of Class A shares without giving effect to that blocker.
Positive
None.
Negative
None.
Insights
Affiliated venture funds report near-10% stakes constrained by a conversion blocker.
The filing shows Deer XI Ltd./Deer XI LP and two Bessemer funds each report a 9.99% beneficial ownership stake in Class B Subordinate Voting Shares, measured on a 43,284,437 share base as of March 26, 2026. The disclosure explains that counts include Class B shares issuable upon conversion of Class A Multiple Voting Shares but that an agreement (the "Beneficial Ownership Blocker") prevents actual conversions that would exceed the 9.99% threshold.
Key governance implication: the blocker maintains the reporting persons below the ownership cap; subsequent filings would reveal any change in conversion mechanics or ownership percentages.
Schedule 13G disclosure focuses on beneficial ownership and voting/dispositive powers.
The statement specifies sole voting and dispositive power figures for each reporting entity (e.g., 22,935,156 shares for Deer XI Ltd.). It clarifies the basis for percent calculations and the effect of conversion rights being conditionally limited by an agreement.
Compliance note: the filing documents the blocker and quantifies positions; any conversion or agreement change should be reflected in amended filings per applicable rules.
Key Figures
Class B shares outstanding:43,284,437 sharesDeer XI Ltd. beneficial ownership:22,935,156 sharesBessemer Venture Partners XI Institutional L.P.:13,772,572 shares+2 more
5 metrics
Class B shares outstanding43,284,437 sharesas of March 26, 2026
Deer XI Ltd. beneficial ownership22,935,156 sharesreported sole voting/dispositive power; equals 9.99%
Bessemer Venture Partners XI Institutional L.P.13,772,572 sharesreported sole voting/dispositive power; equals 9.99%
Bessemer Venture Partners XI L.P.9,102,659 sharesreported sole voting/dispositive power; equals 9.99%
Beneficial ownership percent9.99 %each reporting person reported at this level
Key Terms
Beneficial Ownership Blocker, Class B Subordinate Voting Shares, Class A Multiple Voting Shares
3 terms
Beneficial Ownership Blockerregulatory
"agreement preventing the conversion of the Class A Shares to the extent such conversion would result"
Class B Subordinate Voting Sharesfinancial
"Title of class of securities: Class B Subordinate Voting Shares, without par value"
Class B subordinate voting shares are a type of common stock that carry fewer or weaker voting rights than a company's primary share class, meaning holders have less influence over corporate decisions. For investors this matters because these shares often trade at different prices, can affect control of the company, and may offer similar entitlement to dividends despite reduced governance power—like holding a regular concert ticket while someone else has the VIP pass.
Class A Multiple Voting Sharescorporate
"Class B Shares underlying Class A Multiple Voting Shares beneficially owned by the Reporting Person"
Class A multiple voting shares are a type of stock that carries several votes per share, giving holders disproportionately more control over corporate decisions than holders of regular shares. Think of them as having extra voting tickets at a meeting: a small group can steer board appointments and strategy. For investors, this matters because voting power affects governance, takeover likelihood and can influence share value, liquidity and minority shareholder protections.
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, 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)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
13,772,572.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
13,772,572.00
8
Shared Dispositive Power
0.00
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
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:
5
Sole Voting Power
9,102,659.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,102,659.00
8
Shared Dispositive Power
0.00
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
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:
5
Sole Voting Power
22,935,156.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
22,935,156.00
8
Shared Dispositive Power
0.00
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
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:
5
Sole Voting Power
22,935,156.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
22,935,156.00
8
Shared Dispositive Power
0.00
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
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);
(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:
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:
(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
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
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
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.
Bessemer Venture Partners XI Institutional L.P.
Signature:
/s/ Scott Ring
Name/Title:
Scott Ring, GD Deer XI &Co. Ltd., the GP of Deer XI &Co. L.P., the GP of Bessemer Venture Partners XI Institutional L.P.
Date:
04/02/2026
Bessemer Venture Partners XI L.P.
Signature:
/s/ Scott Ring
Name/Title:
Scott Ring, GC Deer XI &Co. Ltd., the GP of Deer XI & Co. L.P., the GP of Bessemer Venture Partners XI, L.P.
Date:
04/02/2026
Deer XI & Co. L.P.
Signature:
/s/ Scott Ring
Name/Title:
/s/ Scott Ring, General Counsel Deer XI & Co. Ltd., the GP of Deer XI & Co. L.P.
What stake does XNDU report for Deer XI and Bessemer entities?
Deer XI and Bessemer affiliates each report a 9.99% beneficial ownership stake. These percentages are calculated on 43,284,437 Class B Shares outstanding as of March 26, 2026 and reflect reported convertible share counts.
How many Class B shares does Deer XI Ltd. beneficially own in XNDU?
Deer XI Ltd. reports beneficial ownership of 22,935,156 Class B Shares. That figure is presented with sole voting and dispositive power and is shown as 9.99% of Class B shares outstanding.
What is the "Beneficial Ownership Blocker" mentioned in the XNDU filing?
The blocker is an agreement preventing conversion of Class A shares if conversion would cause holdings to exceed 9.99%. The filing states reported counts include issuable Class B shares without giving effect to this blocker.
What total Class B share base is used to calculate percentages in the XNDU filing?
The filing uses a total of 43,284,437 Class B Shares outstanding as of March 26, 2026 to compute the reported 9.99% ownership percentages.
