Business Context and Reporting Period
This Form 8-K, dated February 13, 2026, reports the consummation of a business combination between Churchill Capital Corp X (Churchill) and ColdQuanta, Inc. (d/b/a Infleqtion). Churchill was domesticated from the Cayman Islands to Delaware and renamed Infleqtion, Inc. The transaction involved a merger where Legacy Infleqtion became a wholly-owned subsidiary of the new public company. The company ceased to be a shell company upon closing.
Key Financial Metrics and Capital Structure
- PIPE Investment: The company raised $126.5 million through the sale of 12,654,760 shares of Common Stock to PIPE investors at $10.00 per share.
- Valuation: Legacy Infleqtion shareholders received an aggregate of 151,804,988 shares of Common Stock, implying a deemed value of $10.00 per share.
- Capitalization: As of the Closing Date, there were 216,471,927 shares of Common Stock issued and outstanding.
- Warrants: There are 10,425,000 warrants outstanding, exercisable at $11.50 per share.
- Financial Statements: Specific revenue, profit, cash flow, and debt figures for the combined entity are not provided in this filing. The document references unaudited pro forma financial information in Exhibit 99.1 and historical statements in the Proxy Statement/Prospectus but does not list the specific values in the text.
Material Changes
- Corporate Structure: Churchill transformed from a Cayman Islands exempted company to a Delaware corporation named Infleqtion, Inc.
- Trading Status: Common Stock and Warrants ceased trading on the Nasdaq Capital Market (symbols CCCX, CCCXW) and began trading on the New York Stock Exchange (NYSE) on February 17, 2026, under the symbols INFQ and INFQ WS.
- Share Conversion: All outstanding Churchill Class A and Class B ordinary shares converted one-for-one into Infleqtion Common Stock. Legacy Infleqtion shares were cancelled and converted into the right to receive Common Stock.
- Management Changes: Michael Klein resigned as CEO, President, and Chairman. Matthew Kinsella was appointed CEO. Ilan Hart was appointed CFO. Jay Taragin resigned as CFO.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The filing contains forward-looking statements regarding the company's ability to commercialize quantum computing technology, achieve quantum advantage, and manage growth. Management expects to recognize benefits from the business combination, though actual results may differ due to market acceptance and competition.
Risks and Contingencies: Key risks include the ability to achieve product development milestones, reliance on government contracts, intellectual property protection, and the need for future funding. The company has no current plans to pay cash dividends.
Lock-up Provisions: Registration Rights Holders (including the Sponsor and certain new holders) are restricted from transferring shares for 180 days post-closing, unless the stock price exceeds $12.00 for 15 trading days within that period.
Investor Verification Checklist
- Verify the unaudited pro forma financial information in Exhibit 99.1 to assess the combined entity's liquidity and capital requirements.
- Review the Proxy Statement/Prospectus (referenced throughout) for detailed risk factors and historical financial performance of Legacy Infleqtion.
- Confirm the vesting schedules for the new equity incentive plans (2026 Plan and ESPP) approved by shareholders.
- Monitor the 180-day lock-up expiration and the $12.00 VWAP trigger for potential share sales by major holders.
- Check the NYSE trading debut on February 17, 2026, for initial market reception under the new ticker INFQ.