Business Context and Reporting Period
This Form 10-K covers the fiscal year ended December 31, 2025, for Infleqtion, Inc. (formerly Churchill Capital Corp X or "CCX"). The filing primarily reflects the financial position of CCX, a Special Purpose Acquisition Company (SPAC), prior to its business combination with ColdQuanta, Inc. (d/b/a Infleqtion). The business combination was consummated on February 13, 2026, resulting in the domestication of CCX to Delaware and the renaming of the entity to Infleqtion, Inc. The combined company operates as a single segment focused on neutral atom quantum technology, including quantum computing, sensing, and software.
Key Financial Metrics (CCX Pre-Combination)
| Metric | Year Ended Dec 31, 2025 | Period Inception to Dec 31, 2024 |
|---|---|---|
| Net Loss | $(66,931,068) | $(51,910) |
| Revenue | $0 | $0 |
| Operating Expenses | $8,035,205 | $51,910 |
| Trust Account Balance | $423,689,503 | $0 |
| Cash (Outside Trust) | $702,154 | $0 |
| Total Assets | $424,866,229 | $157,937 |
| Total Liabilities | $78,795,575 | $184,847 |
Note: The significant net loss in 2025 is driven by a non-cash change in the fair value of a subscription agreement liability of $(69,585,366) related to the PIPE investment for the business combination.
Material Changes and Business Combination Details
- SPAC IPO: On May 15, 2025, CCX completed its IPO, raising $414 million in gross proceeds from the sale of 41.4 million units. These funds were held in a Trust Account.
- Business Combination: On February 13, 2026, CCX merged with Legacy Infleqtion. The transaction included a PIPE investment of approximately $126.5 million.
- Financial Structure: Prior to the combination, CCX had no operating revenue. The 2025 financial statements reflect the SPAC's holding period activities, including interest income of $10.7 million earned on the Trust Account.
- Legacy Infleqtion Financials: The filing states that audited financial statements for Legacy Infleqtion for the year ended December 31, 2025, will be filed separately in an amendment to a Form 8-K. However, the Risk Factors section notes that Legacy Infleqtion reported net losses of $31.8 million for 2025 and $53.8 million for 2024, with an accumulated deficit of $231.1 million as of December 31, 2025.
Guidance, Outlook, and Risks
Management Commentary and Outlook
Management targets achieving 100 logical qubits by 2028, a threshold for commercially viable quantum computing. The company aims to reach 30 logical qubits in 2026. Revenue is expected to grow through product sales (quantum sensors like Tiqker and Sqywire), quantum computing as a service (Sqale), and government R&D contracts. Approximately 60% of Legacy Infleqtion's 2025 revenue was derived from U.S. government contracts.
Key Risks and Contingencies
- Internal Controls: Legacy Infleqtion identified material weaknesses in its internal control over financial reporting, including insufficient personnel for segregation of duties and ineffective monitoring controls. Remediation is ongoing and may extend into 2027.
- Profitability: The company has a history of operating losses and may not achieve profitability in the future. It requires substantial additional capital to pursue business objectives.
- Technology Maturity: Quantum technology is not yet mature. There is a risk that the company may fail to achieve "quantum advantage" or scale its products to meet commercial specifications.
- Government Dependence: Significant reliance on U.S. and UK government contracts exposes the company to budgetary constraints and termination risks.
- Intellectual Property: The business relies heavily on exclusive and non-exclusive licenses from the University of Colorado and the University of Wisconsin. Termination of these licenses could be catastrophic.
Investor Verification Checklist
- Legacy Financials: Verify the separate filing of Legacy Infleqtion's audited financial statements for 2025 to confirm revenue, cash flow, and burn rate post-combination.
- Internal Control Remediation: Monitor progress on remediation of material weaknesses in internal controls, specifically regarding the UK subsidiary and equity record-keeping.
- Government Contract Stability: Assess the duration and renewal probability of major government contracts (e.g., NASA, DoD) which comprised ~60% of revenue.
- Technical Milestones: Track progress toward the 30 logical qubit target for 2026 and the 100 logical qubit target for 2028.
- Capital Requirements: Review future capital raising plans, as the company expects to require substantial additional funding to sustain operations and R&D.