Churchill X moves Infleqtion SPAC merger toward vote

Churchill Capital Corp X is moving forward with its proposed business combination with quantum computing company Infleqtion (ColdQuanta, Inc.).

Rhea-AI Filing Summary

Churchill Capital Corp X is moving forward with its proposed business combination with quantum computing company Infleqtion (ColdQuanta, Inc.). The SEC declared Churchill X’s registration statement on Form S-4 effective on January 23, 2026, clearing the way for shareholder consideration of the deal. Churchill X will hold a shareholder vote on February 12, 2026, and Infleqtion’s CEO expects the combined company’s common stock to trade on Nasdaq under the ticker INFQ in mid-February, if the transaction is completed.

Infleqtion, based in Louisville, focuses on quantum sensing and quantum computing using neutral-atom technology, with about 185 employees and roughly 28 open roles, mostly in engineering. It supplies quantum computers, sensors, RF systems, clocks and navigation solutions to customers that include NASA, Nvidia and the U.S. Department of Defense. The communication also highlights extensive forward-looking statement and risk disclosures, emphasizing technical, regulatory, financing and transaction-completion uncertainties around both the quantum business and the merger with Churchill X.

Insights

SPAC and equity capital markets analyst

Churchill X advances its Infleqtion merger with SEC clearance and a set vote date.

The communication shows Churchill Capital Corp X progressing its business combination with Infleqtion, a quantum computing and sensing company. The SEC has declared the Form S-4 registration statement effective, which is a key regulatory step that allows shareholder materials to be mailed and a vote to occur. A shareholder meeting is scheduled for February 12, 2026, and Infleqtion’s CEO indicates an expectation of public trading on Nasdaq under ticker INFQ in mid-February if the deal closes.

The text underscores that Infleqtion operates in an emerging, technically challenging field and has historically incurred net losses, and it lists numerous risks around commercialization, customer concentration in government and state-funded entities, and the need for additional capital. It also notes transaction-specific uncertainties, including regulatory approvals, potential shareholder redemptions at Churchill X, and the possibility the business combination agreement could be terminated.

Overall, this appears to be a milestone update rather than a change in economic terms. It primarily confirms regulatory effectiveness, provides timing for the vote, and reiterates extensive forward-looking and risk factors that investors are directed to review in the definitive proxy statement/prospectus and related SEC filings.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction is Churchill Capital Corp X (CCCX) pursuing with Infleqtion?

Churchill Capital Corp X is pursuing a proposed business combination with Infleqtion (ColdQuanta, Inc.), a quantum computing and sensing company, through a SPAC merger structure.

When will Churchill Capital Corp X (CCCX) shareholders vote on the Infleqtion merger?

Churchill Capital Corp X shareholders are scheduled to vote on approving the proposed business combination with Infleqtion on February 12, 2026, as described in the definitive proxy statement/prospectus.

Has the SEC approved the registration statement for the Churchill X–Infleqtion deal?

Yes. The SEC declared effective Churchill X’s registration statement on Form S-4 on January 23, 2026, allowing the definitive proxy statement/prospectus to be mailed to shareholders and stockholders.

Under what ticker is Infleqtion expected to trade after the merger with Churchill Capital Corp X?

After completion of the proposed transaction, Infleqtion plans for its common stock to trade on the Nasdaq exchange under the ticker symbol INFQ, according to the company’s statements.

What does Infleqtion’s business focus on?

Infleqtion focuses on quantum sensing and quantum computing using neutral-atom technology, building quantum computers, precision sensors, RF systems, quantum clocks and inertial navigation solutions for governments, enterprises and research institutions.

Who are some of Infleqtion’s notable customers mentioned in the Churchill Capital Corp X filing?

The communication notes that Infleqtion provides technologies to a range of large public and private entities, including NASA, Nvidia and the U.S. Department of Defense.

Where can investors find the definitive proxy statement/prospectus for the Churchill X–Infleqtion merger?

Investors can obtain the definitive proxy statement/prospectus and other documents free of charge from the SEC’s website at www.sec.gov or by requesting them from Churchill Capital Corp X at its New York address.

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Accepted by SEC EDGAR 01/27/2026 - 04:01 PM Learn about SEC filing dates

Filed by Churchill Capital Corp X pursuant to Rule 425

under the Securities Act of 1933, as amended,

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: Churchill Capital Corp X (File No. 001-42646)

Set forth below is an article published by Denver Business Journal on January 27, 2026, in which the proposed business combination between Churchill Capital Corp X and ColdQuanta, Inc. (“Infleqtion”) is discussed.

Louisville tech company nears public offering

By Jackson Guilfoil - Reporter, Denver Business Journal

Jan 27, 2026

Story Highlights

• lnfleqtion will go public in mid-February through SPAC merger.

• The Louisville quantum computing startup employs about 185 people.

• Company makes quantum sensors and computers for NASA and DOD.

A Louisville technology company will likely go public next month after receiving clearance from the U.S. Securities and Exchange Commission.

Infleqtion, a quantum computing startup, is going public through merger with a special purpose acquisition company, Churchill Capital Corp X, which will vote on approving the merger on Feb. 12.

CEO Matt Kinsella expects his company—which is developing a form of computing using quantum technology that, if perfected, could exponentially increase computing power—to be publicly traded in mid-February. The SEC granted clearance for the deal Friday.

Kinsella declined to share specific numbers, but he said the increase in capital from becoming a public company will mean expanding the business across the board.

Infleqtion will need more quantum physicists and engineers, but also manufacturers, machinists and administrators, he said.

There are currently about 28 open jobs on the company’s website, mostly engineering roles.

Infleqtion employs about 185 people. It makes technologies such as sensors, quantum computers and atomic clocks for a range of large public and private entities, including NASA, Nvidia and the U.S. Department of Defense.

Quantum computing, while currently expensive enough to make widespread adoption economically unviable, accomplished at scale and more cheaply, presents a lucrative opportunity for companies able to harness it.

“How do you build a better battery? How can you build an iPhone battery that lasts a year instead of a night? I’m not guaranteeing we’ll be able to do that, but that’s the type of problems” quantum could solve, Kinsella said, offering examples to how quantum computers could practically impact the economy. “How do you find ways to build better materials, better jet fuels?”

Infleqtion plans to trade its common stock trade on the Nasdaq exchange under the ticker INFQ.

Colorado is a leader in quantum computing as part of the Mountain West region designated as a quantum tech hub by the federal government in 2023, which opened up $2 billion in federal funding opportunities.

The Denver area is home to the Elevate Quantum Tech Hub, which has received millions from the federal government and created a quantum incubator in 2025 to foster innovation in the nascent field.

***

About Infleqtion

Infleqtion is a global leader in quantum sensing and quantum computing, powered by neutral-atom technology. Infleqtion designs and builds quantum computers, precision sensors, and quantum software for governments, enterprises, and research institutions. Infleqtion’s commercial portfolio includes quantum computers as well as quantum RF systems, quantum clocks, and inertial navigation solutions. Infleqtion is the partner of choice for governments and commercial customers seeking cutting-edge quantum capabilities. Infleqtion announced in September 2025 it plans to go public via a merger with Churchill X (NASDAQ: CCCX). For more information, visit Infleqtion.com or follow Infleqtion on LinkedIn, YouTube, and X.

About Churchill Capital Corp X

Churchill X is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It may pursue an initial business combination target in any business or industry.

Additional Information About the Proposed Transaction and Where to Find It

The proposed transaction will be submitted to shareholders of Churchill X for their consideration. Churchill X has filed a registration statement on Form S-4 with the SEC, which was declared effective by the SEC on January 23, 2026, and which includes a definitive proxy statement/prospectus. The definitive proxy statement/prospectus and other relevant documents have been mailed to Infleqtion stockholders and Churchill X shareholders as of January 13, 2026, the record date established for voting on the proposed transaction, in connection with Churchill X’s solicitation of proxies for the vote by Churchill X’s shareholders in connection with the proposed transaction and other matters described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Infleqtion stockholders in

connection with the completion of the proposed transaction. Before making any voting or investment decision, Churchill X shareholders, Infleqtion stockholders and other interested persons are advised to read the definitive proxy statement/prospectus, as well as other documents filed with the SEC by Churchill X in connection with the proposed transaction, as these documents contain important information about Churchill X, Infleqtion and the proposed transaction. Shareholders may obtain a copy of the definitive proxy statement/prospectus, as well as other documents filed by Churchill X 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 release 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. The company has 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 X.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause the company’s or Churchill X’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that the company is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; the company’s historical net losses and limited operating history; the company’s expectations

regarding future financial performance, capital requirements and unit economics; the company’s use and reporting of business and operational metrics; the company’s competitive landscape; the company’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the company’s concentration of revenue in contracts with government or state-funded entities; the potential need for additional future financing; the company’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; the company’s reliance on strategic partners and other third parties; the company’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use, rate of adoption and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company; the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of Churchill X could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against the company or Churchill X; failure to realize the anticipated benefits of the proposed transaction; the ability of Churchill X or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described in Churchill X’s filings with the SEC. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by the company, Churchill X or the combined company resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of the company’s and Churchill X’s management as of the date of this communication; subsequent events and developments may cause their assessments to change. While the company and Churchill X may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly, undue reliance should not be placed upon these statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. An investment in Churchill X is not an investment in any of our founders’ or sponsors’ past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of Churchill X, which may differ materially from the performance of our founders’ or sponsors’ past investments.

Participants in the Solicitation

Churchill X, the company and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Churchill X’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Churchill X’s shareholders in connection with the proposed transaction is set forth in the definitive proxy statement/prospectus filed by Churchill X with the SEC. You can find more information about Churchill X’s directors and executive officers in Churchill X’s final prospectus related to its initial public offering filed with the SEC on May 15, 2025. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are included in the definitive proxy statement/prospectus. Shareholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.