Business Context and Reporting Period
This Form 8-K, dated February 12, 2026, reports on the extraordinary general meeting of Churchill Capital Corp X (Churchill). The filing details the shareholder approval of a business combination with ColdQuanta, Inc. (d/b/a Infleqtion). Upon consummation, Churchill will domesticate from the Cayman Islands to Delaware and rename itself "Infleqtion, Inc." The company intends to list on the NYSE under the symbol "INFQ."
Key Financial Metrics and Transaction Details
The filing does not provide historical revenue, profit, or cash flow metrics for Infleqtion or Churchill. Key financial data relates to the transaction structure and proceeds:
- Redemptions: Shareholders holding 37,821 Class A Ordinary Shares (approx. 0.09% of outstanding shares) exercised redemption rights.
- Redemption Proceeds: $388,453.90 was removed from the trust account (approx. $10.27 per share).
- Gross Transaction Proceeds: Approximately $551.4 million will be delivered to Infleqtion at closing.
- Proceeds Composition: $424.8 million from the trust account and $126.5 million from a private placement.
Material Changes and Voting Results
Shareholders representing approximately 46.629% of voting power attended the meeting. All eight shareholder proposals were approved. The voting results for the primary proposals were:
- Business Combination Proposal: 22,111,101 For; 2,140,329 Against; 18,737 Abstained.
- Domestication Proposal: 21,974,462 For; 2,148,652 Against; 147,053 Abstained.
- Stock Issuance Proposal: 21,979,976 For; 2,147,712 Against; 142,479 Abstained.
- Director Elections: All nominees (Eric Bjornholt, Dawn Meyerriecks, David Singer, Kristina Johnson, Matthew Kinsella, Catherine Lego) received significant support with abstentions ranging from approximately 2.29 million to 2.60 million shares.
The Adjournment Proposal was not presented as sufficient votes were cast to approve the other proposals.
Outlook, Risks, and Contingencies
Outlook and Next Steps: The business combination is expected to be consummated promptly, subject to the satisfaction or waiver of closing conditions. A critical condition is the listing of the post-combination common stock on the NYSE; if this condition is not met, the transaction will not close unless waived.
Risks and Contingencies: The filing highlights significant risks including:
- Infleqtion's pursuit of emerging technology with significant technical challenges and no guarantee of commercialization.
- Historical net losses and limited operating history.
- Concentration of revenue in contracts with government or state-funded entities.
- Potential need for additional future financing.
- Risks associated with intellectual property, cybersecurity, and regulatory changes.
Forward-Looking Statements: The document contains projections regarding market opportunity, customer adoption, and financial performance, which are subject to uncertainties and may differ materially from actual results.
Investor Verification Checklist
- Verify the final listing status of "INFQ" on the NYSE, as this is a condition precedent to closing.
- Confirm the exact closing date and any remaining conditions to the Merger Agreement.
- Review the definitive Proxy Statement (pages 146-248) for detailed terms of the incentive plans and organizational documents approved.
- Assess Infleqtion's burn rate and capital requirements given the disclosed historical net losses and limited operating history.
- Monitor the composition of the new board of directors and their backgrounds in quantum technology and public company governance.