Business Context and Reporting Period
Company: Churchill Capital Corp X (to be renamed "Infleqtion, Inc.")
Target: ColdQuanta, Inc.
Report Date: September 8, 2025
Event: Entry into a Material Definitive Agreement (Merger Agreement) for a business combination. Churchill will domesticate from the Cayman Islands to Delaware and merge with ColdQuanta. The combined entity will operate as Infleqtion, Inc.
Key Financial Metrics and Transaction Terms
- Pre-Money Equity Value: $1,800,000,000 (based on the Merger Agreement).
- PIPE Investment: $126,547,600 in common stock at $10.00 per share.
- Minimum Cash Condition: The transaction requires at least $100,000,000 in available cash at closing (trust account proceeds minus redemptions plus PIPE and other financing).
- Net Tangible Assets Condition: Churchill must have at least $5,000,001 of net tangible assets at closing.
- Advisory Fees: Fixed cash retainer of $250,000 per quarter to M. Klein & Company (The Klein Group, LLC) for a two-year initial term.
- Revenue/Profit/Cash Flow: The filing text does not provide specific historical revenue, profit, or cash flow figures for ColdQuanta or Churchill.
Material Changes and Transaction Structure
- Corporate Structure: Churchill will deregister as a Cayman Islands company and domesticate as a Delaware corporation named "Infleqtion, Inc."
- Share Conversion:
- Existing Churchill Class B shares convert 1-for-1 to Class A shares, then to Domesticated SPAC Common Stock.
- Existing Churchill Warrants convert 1-for-1 to Domesticated SPAC Warrants.
- ColdQuanta shareholders receive Domesticated SPAC Common Stock based on an Exchange Ratio derived from the $1.8B equity value and a $10.00 reference price.
- Equity Awards: ColdQuanta options and restricted stock awards will be assumed or converted into equivalent awards of the Domesticated SPAC.
- Sponsor Vesting: 1,500,000 Sponsor Shares will unvest at closing and revest only if the stock price exceeds $12.00 per share (VWAP) for 15 days within 180 days post-closing, or upon a qualifying change of control. Otherwise, they are forfeited after five years.
Guidance, Outlook, Risks, and Contingencies
- Closing Conditions:
- Shareholder approval from both Churchill and ColdQuanta.
- Regulatory approvals (Hart-Scott-Rodino, UK National Security and Investment Act, Australian Foreign Acquisitions and Takeovers Act).
- Minimum cash condition of $100,000,000.
- Listing of shares on Nasdaq or another mutually agreed exchange.
- Termination Rights: The agreement may be terminated if not consummated by March 1, 2026, or if shareholder approvals fail, among other customary conditions.
- Risks:
- ColdQuanta is pursuing emerging technology with significant technical challenges and limited operating history.
- Historical net losses and dependence on government/state-funded contracts.
- Potential for shareholder redemptions to reduce cash below the minimum required for operations.
- Uncertainty regarding regulatory approvals and the ability to commercialize products.
- Forward-Looking Statements: The filing includes projections on market opportunity, customer adoption, and commercialization timelines, which are subject to significant uncertainty.
Investor Verification Checklist
- Verify the final proxy statement/prospectus (Form S-4) for detailed financial data on ColdQuanta not present in this 8-K.
- Confirm the status of regulatory approvals, specifically under the UK NSI Act and Australian FATA.
- Monitor shareholder redemption rates to ensure the $100,000,000 minimum cash condition is met.
- Review the vesting conditions for the 1,500,000 Sponsor Shares and the lock-up periods for PIPE investors and former ColdQuanta shareholders.
- Assess the commercialization timeline and technical risks associated with ColdQuanta's quantum computing technology.