As previously disclosed on September 8, 2025, Churchill Capital Corp X (“Churchill” or “we”) entered
into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Churchill, AH Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Churchill, AH Merger Sub II, LLC, a
Delaware limited liability company and direct, wholly-owned subsidiary of Churchill and ColdQuanta, Inc., a Delaware corporation (the “Company”).
On November 4, 2025, we and the Company issued a joint press release announcing the confidential submission by Churchill and the Company
of a draft registration on Form S-4 with the Securities and Exchange Commission (the “SEC”) on October 29, 2025, in connection with the Merger Agreement and the transactions
contemplated thereby. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Additional Information
and Where to Find It
The proposed transaction will be submitted to shareholders of Churchill for their consideration. Churchill
intends to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include preliminary and definitive proxy statements to be distributed to
Churchill’s shareholders in connection with Churchill’s solicitation of proxies for the vote by Churchill’s shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement,
as well as the prospectus relating to the offer of the securities to be issued to Company stockholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a
definitive proxy statement/prospectus and other relevant documents will be mailed to Company stockholders and Churchill shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment
decision, Churchill and Company shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, as
well as other documents filed with the SEC by Churchill in connection with the proposed transaction, as these documents will contain important information about Churchill, the Company and the proposed transaction. Shareholders may obtain a copy of
the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by Churchill with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to Churchill
Capital Corp X, 640 Fifth Avenue, 12th Floor, New York, NY 10019.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of
the federal securities laws. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,”
“predict” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have based these forward-looking statements on current expectations and projections about future
events. These statements include: projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding the Company’s ability to commercialize new products and technologies;
projections of development and commercialization costs and timelines; expectations regarding the Company’s ability to execute its business model and the expected financial benefits of such model; expectations regarding the Company’s
ability to attract, retain and expand its customer base; the Company’s deployment of proceeds from capital raising transactions; the Company’s expectations concerning relationships with strategic partners, suppliers, governments,
state-funded entities, regulatory bodies and other third parties; the Company’s ability to maintain, protect and enhance its intellectual property; future ventures or investments in companies, products, services or technologies; development of
favorable regulations affecting the Company’s markets; the potential benefits of the proposed transaction and expectations related to its terms and timing; and the potential for the Company to increase in value..
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a
guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of the Company and
Churchill.
- 2 -
