KPMG appointed as Infleqtion (CCCX) auditor after Withum dismissal

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Infleqtion, Inc. filed an amended report about its change in independent auditor. The Audit Committee approved dismissing WithumSmith+Brown, PC after completion of the audit for the year ended December 31, 2025, and Withum was dismissed on March 31, 2026.

Withum’s reports contained no adverse opinions or scope qualifications, but did include a substantial doubt about the company’s ability to continue as a going concern. The company reports no disagreements or reportable events with Withum and has engaged KPMG LLP as its new independent registered public accounting firm for the year ending December 31, 2026.

Positive

None.

Negative

Going-concern uncertainty disclosed: Withum’s audit reports included an emphasis of substantial doubt about Infleqtion’s ability to continue as a going concern, signaling elevated financial and liquidity risk until future audited periods show improvement.

Insights

Infleqtion shifts auditors to KPMG after a going-concern flagged report.

Infleqtion, Inc. is replacing WithumSmith+Brown, PC with KPMG LLP as its independent auditor for the year ending December 31, 2026. Withum’s tenure covered Churchill Capital Corp X through its business combination with Legacy Infleqtion, so the switch also aligns the public entity with Legacy Infleqtion’s prior auditor.

Withum’s reports did not include adverse or disclaimed opinions, but they were modified for substantial doubt about Infleqtion’s ability to continue as a going concern. That language signals heightened financial risk and typically reflects concerns about liquidity, recurring losses, or both, as evaluated at the reporting dates.

The company states there were no disagreements or reportable events with Withum, which helps frame this as a strategic or continuity-driven change rather than a dispute. Future annual reports audited by KPMG for 2026 will clarify whether the going-concern emphasis remains or conditions improve.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Warrant exercise price: $11.50 per share Dismissal date of Withum: March 31, 2026 New audit year for KPMG: Year ended December 31, 2026

3 metrics

Warrant exercise price $11.50 per share Each whole warrant exercisable for one share of Common Stock

Dismissal date of Withum March 31, 2026 Effective upon completion of 2025 audit

New audit year for KPMG Year ended December 31, 2026 Engaged as independent registered public accounting firm

Key Terms

independent registered public accounting firm, going concern, reportable events, Business Combination, +1 more

5 terms

independent registered public accounting firm financial

"Withum, independent registered public accounting firm to Churchill Capital Corp X"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

going concern financial

"except for the substantial doubt about the Company’s ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

reportable events regulatory

"there were no ... reportable events as defined in Item 304(a)(1)(v) of Regulation S-K"

Business Combination financial

"prior to its business combination (the “Business Combination”) with ColdQuanta, Inc."

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

03/31/2026 - 04:27 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2026

INFLEQTION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42646

86-1946291

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

1315 West Century Drive, Suite 150

Louisville, CO 80027

(Address of principal executive offices, including zip code)

(303) 440-1284

(Registrant’s telephone number, including area code)

640 Fifth Avenue, 14th Floor

New York, NY 10019

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	INFQ	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	INFQ WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K (“Amendment No. 1”) amends the Current Report on Form 8-K filed by Infleqtion, Inc. (the “Company”) with the Securities and Exchange Commission (“SEC”) on March 26, 2026 (the “Original 8-K”), in connection with changes in the Company’s certifying accountant. The Company is filing this Amendment No. 1 to provide the specific date of dismissal of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm and to update the disclosures required by Item 304(a) of Regulation S-K. Except as disclosed herein, there were no other changes to the Original Form 8-K.

Item 4.01 Changes in Registrant’s Certifying Accountant.

Dismissal of Independent Registered Public Accounting Firm

On March 20, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company approved the dismissal of Withum, independent registered public accounting firm to Churchill Capital Corp X (“Churchill”) prior to its business combination (the “Business Combination”) with ColdQuanta, Inc. (“Legacy Infleqtion”), effective upon completion of Withum’s audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2025 and the issuance of their report thereon. Withum was dismissed on March 31, 2026, upon completion of its audit services.

Withum’s report on Churchill’s consolidated financial statements as of December 31, 2025 and 2024, and for the year ended December 31, 2025 and for the period from January 4, 2024 (inception) through December 31, 2024, and the related notes to the consolidated financial statements (collectively, the “financial statements”), did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except for the substantial doubt about the Company’s ability to continue as a going concern.

In connection with the audits of the Company’s consolidated financial statements as of December 31, 2025 and 2024, and for the year ended December 31, 2025 and for the period from January 4, 2024 (inception) through December 31, 2024, and the subsequent period through March 31, 2026, there were no: (i) disagreements with Withum on any matter of accounting principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to Withum’s satisfaction would have caused Withum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

The Company has provided Withum with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Withum furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether it agrees with the statements made by the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A letter from Withum is filed as Exhibit 16.1 hereto.

Engagement of New Independent Registered Public Accounting Firm

On March 20, 2026, the Audit Committee approved the engagement of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the year ended December 31, 2026, subject to the filing of Churchill’s 2025 Form 10-K with the SEC and the execution of the engagement letter. KPMG served as the independent registered public accounting firm of Legacy Infleqtion prior to the Business Combination.

During the year ended December 31, 2025 and the period from January 4, 2024 (inception) through December 31, 2024 and the subsequent interim period through March 31, 2026, neither the Company nor anyone on the Company’s behalf consulted with KPMG regarding the (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) or “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

16.1		Letter from WithumSmith+Brown, PC. to the SEC, dated March 31, 2026.

104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	INFLEQTION, INC.

Dated: March 31, 2026

	By:	/s/ Ilan Hart
	Name:	Ilan Hart
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What change in auditor did Infleqtion (CCCX) disclose in this 8-K/A?

Infleqtion reported that its Audit Committee approved dismissing WithumSmith+Brown, PC as independent auditor after completing the 2025 audit, and then engaged KPMG LLP as its new independent registered public accounting firm for the year ending December 31, 2026.

When was WithumSmith+Brown, PC officially dismissed by Infleqtion (CCCX)?

Withum was officially dismissed on March 31, 2026, after completing its audit of Infleqtion’s consolidated financial statements for the year ended December 31, 2025 and issuing its audit report, as authorized by the company’s Audit Committee.

Did Infleqtion (CCCX) report any disagreements with Withum as its former auditor?

No. Infleqtion states there were no disagreements with Withum on accounting principles, financial statement disclosure, or audit procedures, and no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K during the audited periods or through March 31, 2026.

What going-concern language did Infleqtion’s prior audit reports include?

Withum’s reports did not contain adverse opinions or disclaimers, but they were modified to note substantial doubt about Infleqtion’s ability to continue as a going concern, highlighting concerns about the company’s financial condition at the time of those audits.

What prior relationship did KPMG have with Infleqtion (CCCX)?

KPMG previously served as the independent registered public accounting firm for ColdQuanta, Inc., referred to as Legacy Infleqtion, before its business combination with Churchill Capital Corp X. The new engagement continues KPMG’s involvement with the Legacy Infleqtion business.

What exhibit did Infleqtion (CCCX) file with this amended report?

Infleqtion filed Exhibit 16.1, a letter from WithumSmith+Brown, PC to the SEC dated March 31, 2026, addressing whether Withum agrees with the company’s Item 4.01 disclosures regarding the change in its independent registered public accounting firm.

Filing Exhibits & Attachments

5 documents

KPMG appointed as Infleqtion (CCCX) auditor after Withum dismissal