Business Context and Reporting Period
Company: Churchill Capital Corp X (SPAC)
Reporting Period: Quarter ended September 30, 2025
Status: The Company is a Cayman Islands exempted company formed to effect a business combination. It consummated its Initial Public Offering (IPO) on May 15, 2025, raising $414 million. On September 8, 2025, the Company entered into a definitive Merger Agreement with ColdQuanta, Inc. The Company has not yet commenced commercial operations and generates no operating revenue.
Key Financial Metrics
| Metric | Three Months Ended Sept 30, 2025 | Nine Months Ended Sept 30, 2025 |
|---|---|---|
| Net Loss | $(33,384,811) | $(31,429,725) |
| General & Administrative Costs | $1,234,544 | $1,437,976 |
| Trust Account Balance | $419,552,466 | $419,552,466 |
| Cash (Outside Trust) | $1,135,562 | $1,135,562 |
| Working Capital Deficit | $(35,167,969) | $(35,167,969) |
| Net Loss Per Share (Class A & B) | $(0.64) | $(1.02) |
Material Changes vs. Prior Period
- Operational Shift: The Company transitioned from a pre-IPO shell to a post-IPO SPAC with a signed merger agreement. The prior period (Sept 30, 2024) showed minimal activity with a net loss of only $69.
- Significant Non-Cash Loss: The Q3 2025 net loss was driven primarily by a $30.5 million non-cash loss due to the change in fair value of the subscription agreement liability related to the PIPE investment.
- Liquidity Position: Total assets increased from $157,937 at year-end 2024 to $421.3 million at Sept 30, 2025, driven by the $414 million IPO proceeds deposited into the Trust Account.
- Liabilities: Current liabilities increased significantly to $36.7 million, primarily due to the $36.5 million subscription agreement liability recorded upon signing the Merger Agreement.
Outlook, Risks, and Contingencies
- Merger Agreement: The Company intends to merge with ColdQuanta, Inc. The transaction includes a PIPE investment of approximately $126.5 million. Closing is subject to customary conditions and shareholder approval.
- Going Concern: Management believes current funds are sufficient for working capital needs for at least one year. However, the Company may need additional financing to complete the business combination or cover redemptions.
- Redemption Risk: Public shareholders may redeem their shares for cash equal to their pro-rata share of the Trust Account. If redemptions are significant, the Company may need to secure additional financing.
- Contingent Fees: The Company has agreed to pay a $3 million deferred underwriting fee upon completion of the business combination. Additionally, advisory fees of $7 million (plus potential incentives) are payable to Citi upon consummation.
- Risks: Risks include failure to complete the business combination, government shutdowns delaying SEC review, and market volatility affecting the valuation of the subscription liability.
Investor Verification Checklist
- Merger Conditions: Verify the specific closing conditions in the Merger Agreement with ColdQuanta, Inc., particularly regarding the $126.5 million PIPE investment.
- Redemption Levels: Monitor shareholder redemption rates, as high redemptions could jeopardize the "Minimum Cash Condition" required to close the deal.
- Subscription Liability Volatility: Note that the $36.5 million liability is a Level 3 fair value measurement subject to significant volatility based on the likelihood of deal completion and share price.
- Trust Account Interest: Confirm the interest earned on the Trust Account ($6.55 million YTD) and the $1 million withdrawn for working capital, noting no further withdrawals are permitted until May 2026.
- Deferred Fees: Verify the total contingent fees payable upon closing, including the $3 million underwriting fee and the $7 million Citi advisory fee.