Infleqtion (NYSE: INFQ) closes Churchill SPAC deal and raises PIPE cash

Rhea-AI Filing Summary

Infleqtion, Inc. has completed its business combination with SPAC Churchill Capital Corp X, converting from a Cayman entity into a Delaware corporation and emerging as a publicly traded quantum technology company. Legacy Infleqtion stockholders received an aggregate 151,804,988 shares of common stock, implying a $1.8 billion equity value at a deemed $10.00 per share.

The deal included a PIPE financing in which investors purchased 12,654,760 shares of common stock for $126.5 million. Immediately after closing, the company had 216,471,927 shares outstanding, with Legacy Infleqtion holders owning 70.1%, Churchill public shareholders 19.1%, the sponsor 5.0% and PIPE investors 5.8%.

Churchill’s former shareholders now hold 24.0% of the company, and Churchill ceased to be a shell company. The combined company will trade on the NYSE under the symbols INFQ and INFQ WS, has adopted new charter documents, board committees and compensation plans, and implemented 2026 equity incentive and employee stock purchase plans.

Positive

• Public listing with significant ownership by operating business: Legacy Infleqtion holders own 70.1% of the 216,471,927 post‑closing shares, aligning control with the underlying quantum technology company rather than the SPAC vehicle.
• New equity capital from PIPE financing: PIPE investors purchased 12,654,760 shares of common stock for an aggregate $126.5 million, providing additional funding alongside SPAC cash to support Infleqtion’s growth initiatives.

Negative

• None.

Insights

SPAC and capital markets analyst

De-SPAC takes Infleqtion public with majority insider control and new capital.

Infleqtion completes its merger with Churchill Capital Corp X, with Legacy Infleqtion designated the accounting acquirer in a reverse recapitalization. Legacy shareholders own 70.1% of 216,471,927 outstanding shares, maintaining strong control over the newly listed public entity.

The structure combines SPAC trust funds and a $126.5 million PIPE for 12,654,760 shares at $10.00, supporting liquidity for growth in quantum sensing and computing. Pro forma financials show historical net losses and negative earnings per share, so execution toward profitability remains a key challenge.

The company’s securities are expected to trade on the NYSE under symbols INFQ and INFQ WS from February 17, 2026. Future filings with pro forma and historical results will be important to understand cash usage, margin trends and dilution from 10,425,000 warrants and 31,059,533 options and restricted shares.

Churchill Capital Corp X/Cayman Common Stock, par value $0.0001 per share INFQ NYSE Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share INFQ WS NYSE --12-31 false 0002007825 0002007825 2026-02-13 2026-02-13 0002007825 dei:FormerAddressMember 2026-02-13 2026-02-13 0002007825 us-gaap:CommonStockMember 2026-02-13 2026-02-13 0002007825 us-gaap:WarrantMember 2026-02-13 2026-02-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 13, 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)

Churchill Capital Corp X

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. ☐

INTRODUCTORY NOTE

The Domestication and the Mergers

As previously disclosed, on September 8, 2025, Churchill Capital Corp X, a Cayman Islands exempted company limited by shares (“Churchill”), entered into an Agreement and Plan of Merger and Reorganization (as amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among Churchill, AH Merger Sub I, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Churchill (“Merger Sub I”), AH Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Churchill (“Merger Sub II,” to be renamed “Infleqtion Quantum, LLC” effective at Closing), and ColdQuanta, Inc. (d/b/a Infleqtion), a Delaware corporation (“Legacy Infleqtion”).

On February 12, 2026, Churchill held an extraordinary general meeting of shareholders of Churchill (the “Special Meeting”) where the shareholders of Churchill considered and approved each proposal described in the Proxy Statement/Prospectus starting on page 146, including approval of the Business Combination (as defined below).

On that same day, as contemplated by the Merger Agreement and described in the section titled “Proposal No. 2—The Domestication Proposal” beginning on page 216 of the definitive proxy statement/final prospectus, dated January 23, 2026 (the “Proxy Statement/Prospectus”) and filed with the Securities and Exchange Commission (the “SEC”), Churchill filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Churchill was domesticated and continues as a Delaware corporation, changing its name to “Infleqtion, Inc.” (the “Domestication”). Immediately prior to the Domestication, each then-issued and outstanding Class B ordinary share, par value $0.0001 per share, of Churchill (“Churchill Class B Ordinary Share”) was converted, on a one-for-one basis, into a Class A ordinary share, par value $0.0001 per share, of Churchill (“Churchill Class A Ordinary Share”). Further, in connection with the Domestication: (a) each then-issued and outstanding Churchill Class A Ordinary Share converted automatically, on a one-for-one basis, into a share of common stock of Infleqtion, Inc., par value $0.0001 per share (“Common Stock”); (b) each then-issued and outstanding warrant to acquire Churchill Class A Ordinary Shares converted automatically into a warrant to acquire a corresponding number of shares of the Common Stock, on a one-for-one basis (“Warrant”), and (c) each then-issued and outstanding unit of Churchill was cancelled, thereafter entitling the holder of such unit to one share of Common Stock and one-quarter of one Warrant.

On February 13, 2026, as contemplated by the Merger Agreement and described in the section titled “Proposal No. 1—The Business Combination Proposal” beginning on page 146 of the Proxy Statement/Prospectus, Legacy Infleqtion consummated the transactions contemplated by the Merger Agreement, whereby Merger Sub I merged with and into Legacy Infleqtion, with Legacy Infleqtion continuing as the surviving corporation (the date and time of such merger, the “Effective Time”) and, immediately thereafter, the surviving corporation merged with and into Merger Sub II, with Merger Sub II (renamed as “Infleqtion Quantum, LLC”) continuing as the surviving entity and as a wholly-owned subsidiary of Infleqtion, Inc. (“Infleqtion” or the “Company” and such transactions collectively, the “Mergers,” and, together with the Domestication and other transactions contemplated by the Merger Agreement and the related agreements, the “ Transactions” or the “ Business Combination”).

As a result of the Mergers, among other things, all shares of common stock of Legacy Infleqtion (“Legacy Infleqtion Common Stock”) (including shares of Legacy Infleqtion Common Stock issued upon the conversion of Legacy Infleqtion’s preferred stock and Legacy Infleqtion restricted stock awards in respect of Legacy Infleqtion preferred stock) issued and outstanding at the Effective Time (other than Excluded Shares and Dissenting Shares (each as defined in the Merger Agreement)) were automatically cancelled and converted into the right to receive an aggregate of 151,804,988 shares of Common Stock (at a deemed value of $10.00 per share).

At the Effective Time, each (i) outstanding and unexercised Legacy Infleqtion option (whether or not vested) was assumed by the Company and converted into an option to purchase shares of Common Stock, on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each such Legacy Infleqtion option immediately prior to the Effective Time and (ii) outstanding Legacy Infleqtion restricted stock award that was outstanding as of immediately prior to the Effective Time was converted into a Company restricted stock award subject to substantially the same terms and conditions as were applicable to such Legacy Infleqtion restricted stock award immediately prior to the Effective Time (including with respect to vesting and termination-related provisions).

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A description of the Business Combination and the terms of the Merger Agreement are included in the Proxy Statement/Prospectus in the section titled “Proposal No. 1—The Business Combination Proposal” beginning on page 146 of the Proxy Statement/Prospectus.

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

PIPE Investment

Pursuant to the subscription agreements (the “Subscription Agreements”) entered into on September 8, 2025, by and among Churchill and certain investors (collectively, the “PIPE Investors”), (i) Churchill issued and sold to the PIPE Investors (substantially concurrently with the consummation of the Business Combination) an aggregate of 12,654,760 shares (the “PIPE Shares”) of Common Stock for an aggregate purchase price of $126.5 million (the “PIPE Investment”). The terms of the Subscription Agreements are described in the Proxy Statement/Prospectus in the section titled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Subscription Agreements” beginning on page 165 of the Proxy Statement/Prospectus.

The foregoing description of the Subscription Agreements is a summary only and is qualified in its entirety by the full text of the form of Subscription Agreement, a copy of the form of which is filed as Exhibit 10.6 hereto and incorporated herein by reference.

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Item 1.01 Entry into a Material Definitive Agreement.

A&R Registration Rights Agreement

Effective upon the consummation of the Business Combination (the “Closing”), that certain Registration Rights Agreement of Churchill, dated May 13, 2025 (the “Existing Registration Rights Agreement”), was amended and restated, and the Company, the Sponsor and certain persons and entities receiving shares of Common Stock in connection with the Business Combination (the “New Holders” and, together with the Sponsor, the “Reg Rights Holders”) entered into the Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which the Company has agreed to use its commercially reasonable efforts to (1) file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders within 30 business days after the Closing (the “Resale Registration Statement”) and (2) cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof, but in no event later than the 105th calendar day (or 165th calendar day if the SEC notifies the Company that it will “review” the Resale Registration Statement) after the date of the Closing (the “Closing Date”). In certain circumstances, the Reg Rights Holders may demand in the aggregate up to three underwritten offerings and will be entitled to customary piggyback registration rights. Pursuant to the A&R Registration Rights Agreement, the Reg Rights Holders have agreed not to transfer their respective shares for a period of 180 days following the Closing Date; however, such transfer restrictions terminate as of the date on which the dollar volume-weighted average price (“VWAP”) of the Common Stock on The New York Stock Exchange, or such other securities exchange where the Common Stock is primarily listed or quoted, equals or exceeds $12.00 for any 15 trading days within any 180-day consecutive trading day period. The terms of the A&R Registration Rights Agreement are described in the Proxy Statement/Prospectus in the section titled “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Subscription Agreements” beginning on page 163 of the Proxy Statement/Prospectus.

Similar transfer restrictions also apply to the shares of Common Stock issued to former stockholders of Legacy Infleqtion in connection with the Mergers pursuant to the Amended and Restated Bylaws of the Company in effect following the Domestication and the Closing.

The foregoing description of the A&R Registration Rights Agreement is qualified in its entirety by the full text of the A&R Registration Rights Agreement, a copy of which is filed as Exhibit 10.8 hereto and incorporated herein by reference.

Indemnification Agreements

In connection with the Business Combination, on the Closing Date, the Company entered into indemnification agreements with each of its directors and executive officers. These agreements, among other things, require the Company to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of the Company’s directors or officers or any other company or enterprise to which the person provides services at the Company’s request.

The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, which is filed as Exhibit 10.14 hereto and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as Churchill was immediately before the Mergers, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

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Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K and in documents incorporated herein by reference may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. The Company’s forward-looking statements include, but are not limited to, statements regarding the Company’s or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Current Report on Form 8-K and in documents incorporated herein are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (many of which are difficult to predict and beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

• the Company’s ability to recognize anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the Company to grow and manage growth profitably following the Closing;

• costs related to the Business Combination;

• the Company’s financial and business performance;

• changes in the Company’s strategy, future operations, financial position, prospects and plans;

• the implementation, market acceptance and success of the Company’s business model, growth strategy and opportunities, and its ability to commercialize its quantum computing technology;

• the Company’s expectations with respect to market opportunity and market growth;

• the expected benefits of and ability to maintain and enter into new contracts, awards and other relationships, partnerships or collaborations with governments and government entities;

• the potential for the Company’s quantum computing technology to achieve quantum advantage;

• the ability of the Company’s products to meet government counterparties’ and customers’ technical requirements and compliance and regulatory needs;

• the Company’s ability to achieve timing and product development milestones on its product roadmap;

• the Company’s ability to attract and retain qualified employees and management;

• the Company’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

• expectations regarding the time during which the Company will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012, as amended;

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• the Company’s future capital requirements and sources and uses of cash;

• the Company’s ability to obtain funding for its operations and future growth;

• the outcome of any known and unknown litigation and regulatory proceedings; and

• other risks and uncertainties set forth in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 62 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements in this Current Report on Form 8-K and in any document incorporated herein by reference should not be relied upon as representing the Company’s views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Business and Properties

The business and properties of Churchill and Legacy Infleqtion prior to the Business Combination are described in the Proxy Statement/Prospectus in the sections titled “Other Information Related to CCX” beginning on page 250 and “Information About Infleqtion” beginning on page 274 of the Proxy Statement/Prospectus, which are incorporated herein by reference.

Risk Factors

The risks associated with the Company’s business are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 62 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Financial Information

Unaudited Condensed Consolidated Financial Statements

The unaudited condensed consolidated financial statements of Legacy Infleqtion as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024 have been prepared in accordance with U.S. generally accepted accounting principles and pursuant to the regulations of the SEC and are included in the Proxy Statement/Prospectus beginning on page F-86 of the Proxy Statement/Prospectus, which are incorporated herein by reference.

These unaudited condensed consolidated financial statements should be read in conjunction with the historical audited financial statements of Legacy Infleqtion as of and for the years ended December 31, 2024 and 2023 and the related notes included in the Proxy Statement/Prospectus beginning on page F-46 of the Proxy Statement/Prospectus, which are incorporated herein by reference.

Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations of Legacy Infleqtion prior to the consummation of the Business Combination, for the years ended December 31, 2024 and 2023 and for the nine months ended September 30, 2025 and 2024, are described in the Proxy Statement/Prospectus in the section titled “Infleqtion’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 290 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

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Quantitative and Qualitative Disclosures About Market Risk

Quantitative and qualitative disclosures about market risk applicable to Legacy Infleqtion prior to the Business Combination, as of September 30, 2025 are included in the Proxy Statement/Prospectus in the section titled “Infleqtion’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk” beginning on page 307 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to the Company regarding the beneficial ownership of Common Stock as of the Closing Date, after giving effect to the Closing, by:

• each person who is known to be the beneficial owner of more than five percent of the outstanding shares of Common Stock;

• each current named executive officer and director of the Company; and

• all current executive officers and directors of the Company, as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if they possess sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise indicated, the Company believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

The beneficial ownership percentages set forth in the table below are based on 216,471,927 shares of Common Stock issued and outstanding as of the Closing Date and do not take into account the issuance of any shares of Common Stock upon the exercise of Warrants to purchase 10,425,000 shares of Common Stock, or the exercise of options to purchase 30,179,087 shares of Common Stock, in each case subject to any applicable vesting conditions.

Name and Address of Beneficial Owner(1)		Number of Shares of Common Stock Beneficially Owned				Percentage of Outstanding Common Stock
Directors and Named Executive Officers:
Matthew Kinsella(2)			8,537,158				3.9	%
Catherine Lego(3)			560,481				*
Eric Bjornholt			—				—
Kristina Johnson(4)			406,578				*
Dawn Meyerriecks(5)			347,403				*
David Singer(6)			34,740				*
Paul Lipman(7)			1,056,975				*
Pranav Gokhale(8)			2,604,519				1.2	%
All directors and executive officers as a group (10 individuals)(9)			13,547,854				6.0	%
Five Percent Holders:
BOKA Group Holdings(10)			12,448,810				5.8	%
Entities Affiliated with Global Frontier(11)			25,622,170				11.8	%
Entities Affiliated with LCP Quantum Partners(12)			30,528,914				14.1	%
Entities Affiliated with Maverick Capital(13)			19,933,624				9.2	%

* Less than one percent.

(1) Unless otherwise noted, the principal business address of each of the following individuals is c/o Infleqtion, Inc., 1315 West Century Drive, Suite 150, Louisville, CO 80027.

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(2) Consists of (i) 5,950,380 shares of Common Stock issuable upon exercise of options held directly by Mr. Kinsella, all of which are early exercisable as of the date of grant, which number of shares includes 3,675,235 shares vested as of the Closing Date and 4,025,258 shares for which the time- and service-based vesting condition would be satisfied within 60 days of the Closing Date, (ii) 560,327 shares of Common Stock held of record by Kinsella Investment Holdings, LLC, (iii) 1,889,829 shares of Common Stock issuable upon exercise of options held by Kinsella Investment Holdings, LLC, all of which shares are vested as of the Closing Date, (iv) 34,740 shares of Common Stock held by the John R. Kinsella Children’s Trust, for which Mr. Kinsella serves as co-trustee and (v) 101,882 shares held by the John R. Kinsella Revocable Living Trust, for which Mr. Kinsella serves as a trustee. Mr. Kinsella may be deemed to beneficially own shares held by Kinsella Investment Holdings, LLC, the John R. Kinsella Children’s Trust and the John R. Kinsella Revocable Trust by virtue of his voting power and investment power over such shares.

(3) Consists of (i) 477,680 shares of Common Stock held directly by Ms. Lego, 82,990 of which will be subject to the Company’s right of repurchase after 60 days from the Closing Date, and (ii) 82,801 shares of Common Stock held of record by Lego Holdings, LP. Ms. Lego may be deemed to beneficially own shares held by Lego Holdings, LP by virtue of her voting power and investment power over such shares.

(4) Consists of (i) 33,120 shares of Common Stock held of record by Catalyzer Ventures, LP Fund 1 and (ii) 373,458 shares of Common Stock issuable upon exercise of options held directly by Dr. Johnson, which number of shares consists of 207,477 shares vested as of the Closing Date and 228,224 shares for which the time- and service-based vesting condition would be satisfied within 60 days of the Closing Date. Dr. Johnson may be deemed to beneficially own shares held by Catalyzer Ventures, LP Fund 1 by virtue of her voting power and investment power over such shares.

(5) Consists of 347,403 shares of Common Stock issuable upon exercise of options held by Ms. Meyerriecks, all of which shares are vested as of the Closing Date.

(6) Consists of 34,740 shares of Common Stock issuable upon exercise of options held by Mr. Singer, all of which shares are vested as of the Closing Date.

(7) Consists of 1,056,975 shares of Common Stock issuable upon exercise of options held by Mr. Lipman, all of which shares are vested as of the Closing Date.

(8) Consists of (i) 2,338,980 shares of Common Stock held directly by Mr. Gokhale and (2) 265,539 shares of Common Stock issuable upon exercise of options held by Mr. Gokhale, which number of shares consists of 244,268 shares vested as of the Closing Date and 255,124 shares for which the time- and service-based vesting condition would be satisfied within 60 days of the Closing Date.

(9) Consists of (i) 3,492,908 shares of Common Stock and (ii) 9,918,324 shares of Common Stock issuable upon exercise of options, which number of shares consists of 7,455,927 shares vested as of the Closing Date and 7,837,553 shares for which the time- and service-based vesting condition would be satisfied within 60 days of the Closing Date.

(10) The general partner of BOKA Group Holdings I LP is BOKA Group Holdings GP LLC. John James is the managing member of BOKA Group Holdings GP LLC and may be deemed to share voting and investment power with respect to the securities held by BOKA Group Holdings I LP. John James disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The principal address for BOKA Group Holdings GP LLC is 1330 Avenue of the Americas, 23rd Floor, New York, NY 10019.

(11) Consists of (i) 4,783,076 shares of Common Stock held by Global Frontier Partners, LP (GF Partners) and (ii) 20,839,094 shares of Common Stock held by Global Frontier Quantum Opportunity Fund, LP (GF Quantum Opportunity Fund). Grant Dollens is the general partner of GF Partners and GF Quantum Opportunity Fund and may be deemed to share voting and investment power with respect to their securities. Grant Dollens disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The address for GF Partners and GF Quantum Opportunity Fund is 92 Broad St., Charleston, South Carolina 29401.

(12) Consists of (i) 14,363,414 shares of Common Stock held by LCP Quantum Partners, LLC, (ii) 3,097,848 shares of Common Stock held by LCP Quantum Partners II, LLC, (iii) 7,796,419 shares of Common Stock held by LCP Quantum Partners III, LLC, (iv)1,814,502 shares of Common Stock held by LCP Quantum Partners IV, LLC, (v) 2,816,731 shares of Common Stock held by LCP Quantum Partners V, LLC, and (vi) 640,000 shares of Common Stock held by LCP Quantum Partners VI, LLC. LCP Quantum Management, LLC (LCP Management I) is the manager of LCP Quantum Partners, LLC and LCP Quantum Partners II, LLC; and LCP Quantum Management III, LLC (LCP Management III) is the manager of LCP Quantum Partners III, LLC, LCP Quantum Partners IV, LLC and LCP Quantum Partners V, LLC and LCP Quantum Partners VI, LLC. Tyler Brous is the manager of each of LCP Management I and LCP Management III. As a result, Tyler Brous may be deemed to share voting and investment power with respect to the securities held by LCP Management I and LCP Management III and, through those entities, indirectly, by each of LCP Quantum Partners, LLC, Brous may be deemed to share voting and investment power with respect to the securities held by LCP Management I and LCP Management III and, through those entities, indirectly, by each of LCP Quantum Partners, LLC, LCP Quantum Partners II, LLC, LCP Quantum Partners III, LLC, LCP Quantum Partners IV, LLC, LCP Quantum Partners V, LLC and LCP Quantum Partners VI, LLC. Tyler Brous disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The address for LCP Management I and LCP Management III is 3889 Maple Ave. Suite 220 Dallas, TX 75219.

(13) Consists of (i) 6,217,382 shares of Common Stock held by Maverick Advisors Fund, L.P. (Maverick Advisors), (ii) 9,816,912 shares of shares of Common Stock held by Maverick Ventures Investment Fund, L.P. (Maverick Ventures), (iii) 527,861 shares of shares of Common Stock held by Maverick Designated Investments Fund, L.P. (Maverick Designated Investments), (iv) 2,879,769 shares of shares of Common Stock held by Maverick Silicon Fund, L.P. (Maverick Silicon), (v) 135,800 shares of shares of Common Stock held by Maverick Fund II, Ltd. (Maverick Fund II), (vi) 136,300 shares of shares of Common Stock held by Maverick Fund USA, Ltd. (Maverick USA), (vii) 143,900 shares of shares of Common Stock held by Maverick Long Enhanced Fund, Ltd. (Maverick Enhanced), (viii) 75,700 shares of shares of Common Stock held by Maverick Long Fund, Ltd (Maverick Long), (ix) 8,300 shares of shares of Common Stock held by a separately managed account managed by Maverick Capital, Ltd. Maverick Capital Ventures, LLC is the general partner of each of Maverick Advisors and Maverick Ventures, and Lee S. Ainslie III and David B. Singer are the managing partners of Maverick Capital Ventures, LLC. Maverick Silicon Fund GP, LLC is the general partner of Maverick Silicon, and Mr. Ainslie and Andrew Homan are the managing partners of Maverick Silicon Fund GP, LLC. Maverick Capital, Ltd. is the investment manager of Maverick Designated Investments Fund. Maverick Capital Management, LLC is the general partner of Maverick Capital, Ltd. and Mr. Ainslie is the sole manager of Maverick Capital Management, LLC. and the managing partner of Maverick Capital, Ltd. Maverick Capital, Ltd. is also the investment advisor to Maverick USA, Maverick Fund II, Maverick Enhanced and Maverick Long. The principal address for each of the funds referenced above is 1900 N. Pearl Street, 20^th Floor, Dallas TX 75201.

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Directors and Executive Officers

Information with respect to the Company’s directors and executive officers after the Closing is set forth in the Proxy Statement/Prospectus in the sections titled “Board of Directors and Management Following the Business Combination” and “Executive and Director Compensation” beginning on pages 320 and page 309, respectively, of the Proxy Statement/Prospectus, which are incorporated herein by reference.

Directors

Effective as of the Closing, in connection with the Business Combination, the size of the board of directors of the Company (the “Board”) was set at seven members. Each of Michael Klein, Stephen Murphy, William Sherman and Paul D. Lapping resigned as directors of the Company effective as of the Closing. Effective as of the Closing, Catherine Lego, Eric Bjornholt, Kristina Johnson, Matthew Kinsella, Dawn Meyerriecks and David Singer were elected to serve as directors on the Board, with one Board seat remaining vacant. Ms. Lego will serve as chairman of the Board.

Mr. Bjornholt and Ms. Meyerriecks were appointed to serve as Class I directors, with terms expiring at the Company’s 2027 annual meeting of stockholders; Mr. Singer and Dr. Johnson were appointed to serve as Class II directors, with terms expiring at the Company’s 2028 annual meeting of stockholders; and Mr. Kinsella and Ms. Lego were appointed to serve as Class III directors, with terms expiring at the Company’s 2029 annual meeting of stockholders. Biographical information for these individuals is set forth in the Proxy Statement/Prospectus in the section titled “Board of Directors and Management After the Business Combination—Executive Officers and Directors After the Business Combination” beginning on page 320 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Committees of the Board of Directors

Effective as of as of the Closing, the standing committees of the Board consist of an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”) and a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”). Each of the committees reports to the Board.

Effective as of the Closing, the Board appointed Mr. Bjornholt, Ms. Lego and Mr. Singer to serve on the Audit Committee, with Mr. Bjornholt serving as chair of the Audit Committee. The Board also, effective as of the Closing, appointed Dr. Johnson, Mr. Singer and Ms. Meyerriecks to serve on the Compensation Committee, with Dr. Johnson serving as chair of the Compensation Committee. The Board appointed Ms. Meyerriecks and Dr. Johnson to serve on the Nominating and Corporate Governance Committee, with Ms. Meyerriecks serving as chair of the Nominating and Corporate Governance Committee.

Executive Officers

Effective as of the Closing, in connection with the Business Combination, the Board appointed the following individuals as the Company’s executive officers: Matthew Kinsella to serve as Chief Executive Officer, Pranav Gokhale to serve as Chief Technology Officer, Ilan Hart to serve as Chief Financial Officer, Paul Lipman to serve as Chief Revenue Officer and Jason Hall to serve as Chief Legal Officer. Effective as of the Closing, Michael Klein resigned as Chief Executive Officer, President and Chairman, and Jay Taragin resigned as Chief Financial Officer. The biographical information for Company’s new executive officers, set forth in the Proxy Statement/Prospectus in the section titled “Board of Directors and Management After the Business Combination” beginning on page 320 of the Proxy Statement/Prospectus, is incorporated herein by reference.

Executive and Director Compensation

Executive Compensation

Information with respect to the compensation of the Company’s named executive officers is set forth in the Proxy Statement/Prospectus in the section titled “Executive and Director Compensation” beginning on page 309 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

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Director Compensation

On February 13, 2026, the Board adopted a non-employee director compensation policy. Pursuant to this policy, effective February 14, 2026, each member of the Board who is not an employee of the Company receives the following compensation for his or her service as a member of the Board:

• an initial option grant with an aggregate Black-Scholes value equal to $285,000, which vests over a three-year period, with one-third of the shares vesting on the first anniversary of the Board member’s initial election or appointment, and the remaining shares vesting in equal monthly installments thereafter, subject to the Board member’s continued service through each such date. The initial awards will accelerate and vest in full upon a change in control, subject to the member’s continuous service through such date; and

• an annual option grant with an aggregate Black-Scholes value equal to $190,000, which fully vests one year following the date of grant (or, if earlier, the date of the Company’s next annual stockholder meeting following the date of grant), subject to the Board member’s continued service through such date. The annual awards will accelerate and vest in full upon a change in control, subject to the member’s continuous service through such date.

The non-executive chair of the Board will receive an annual cash retainer of $30,000 for his or her service in that role (in addition to the annual retainer for each Board member described below). The chairs of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee will receive annual cash retainers of $20,000, $15,000 and $10,000, respectively, for his or her respective committee service. Members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, other than the chairs of such committees, will receive annual cash retainers of $10,000, $7,500 and $5,000, respectively, for his or her respective committee service. In addition to the foregoing, each Board member will receive an annual retainer of $45,000 for his or her service on the Board.

Information with respect to the compensation of Legacy Infleqtion’s directors prior to the Closing is set forth in the Proxy Statement/Prospectus in the section titled “Executive and Director Compensation” beginning on page 317 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Compensation Committee Interlocks and Insider Participation

Interlocks and insider participation information regarding the Company’s executive officers is set forth in the Proxy Statement/Prospectus in the section titled “Board of Directors and Management After the Business Combination—Compensation Committee Interlocks and Insider Participation” beginning on page 327 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Certain Relationships and Related Person Transactions, and Director Independence

The certain relationships and related person transactions of the Company are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Person Transactions” beginning on page 379 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

The Board has determined that each of the directors of the Company other than Mr. Kinsella qualify as independent directors, as defined under the listing standards of The New York Stock Exchange (the “NYSE listing requirements”), and that the Board consists of a majority of “independent directors,” as defined under the rules of the SEC and NYSE listing requirements relating to director independence requirements.

Legal Proceedings

Information about legal proceedings is set forth in the Proxy Statement/Prospectus in the section “Information About Infleqtion—Legal” on page 289 the Proxy Statement/Prospectus, which is incorporated herein by reference.

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Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information and Holders

Churchill’s Class A Ordinary Shares and the Warrants were historically quoted on The Nasdaq Capital Market under the symbols “CCCX” and “CCCXW,” respectively. On February 17, 2026, the Common Stock and Warrants will begin trading on The New York Stock Exchange under the new trading symbols “INFQ” and “INFQ WS,” respectively.

On February 12, 2026, in connection with the Domestication, all of the units previously issued by Churchill separated into their component parts of one Class A Ordinary Share and one-quarter of one whole Warrant. Immediately thereafter, the Depositary Trust Company effected a mandatory exchange of the Class A Ordinary Shares for shares of Common Stock, on a one-for-one basis. On February 13, 2026, the units, the Class A Ordinary Shares and the Warrants ceased trading on The Nasdaq Capital Market.

As of the Closing Date, and following the completion of the Business Combination, the Company had 216,471,927 shares of the Common Stock issued and outstanding held of record by 261 holders, and 10,425,000 Warrants outstanding held of record by two holders. Such amounts do not include DTC participants or beneficial owners holding shares through nominee names.

Dividends

The Company has not paid any cash dividends on the Common Stock to date. The Company may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Company’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. In addition, the Company’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness the Company or its subsidiaries incur. The Company does not anticipate declaring any cash dividends to holders of the Common Stock in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

Reference is made to the disclosures described in the Proxy Statement/Prospectus in the sections titled “Proposal No. 6 — The Incentive Plan Proposal” and “Proposal No. 7 — The ESPP Proposal” beginning on page 233 and 241 thereof, which are incorporated herein by reference. As described below, the Infleqtion, Inc. 2026 Equity Incentive Plan (the “2026 Plan”) and the Infleqtion, Inc. 2026 Employee Stock Purchase Plan (the “ESPP”), including the authorization of the initial share reserves thereunder and annual increases thereto, were approved by Churchill’s shareholders at the Special Meeting.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth below under Item 3.02 of this Current Report on Form 8-K concerning the issuance and sale by the Company of certain unregistered securities, which is incorporated herein by reference.

Description of Registrant’s Securities to be Registered

Common Stock

A description of the Common Stock is included in the Proxy Statement/Prospectus in the section titled “Description of Securities—Post-Closing Company Capital Stock” beginning on page 346 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Warrants

A description of the Company’s Warrants is included in the Proxy Statement/Prospectus in the section titled “Description of Securities—Warrants” beginning on page 348 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

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Indemnification of Directors and Officers

Information about indemnification of the Company’s directors and officers is set forth in the Proxy Statement/Prospectus in the section titled “Board of Directors and Management After the Business Combination—Limitation on Liability and Indemnification of Directors and Officers” beginning on page 328 of the Proxy Statement/Prospectus, which is incorporated herein by reference. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K under the section titled “Indemnification Agreements” is incorporated by reference into this Item 2.01.

Financial Statements and Supplementary Data

The information set forth in Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Financial Statements and Exhibits

The information set forth in Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 3.02.

The PIPE Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of the Registrant.

The information set forth in the section titled “Introductory Note” and in the section titled “Security Ownership of Certain Beneficial Owners and Management” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the completion of the Business Combination pursuant to the Merger Agreement, a change of control of Churchill has occurred, and the stockholders of Churchill as of immediately prior to the Closing held 24.0% of the outstanding shares of Common Stock immediately following the Closing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the sections titled “Directors and Executive Officers,” “Executive and Director Compensation” and “Certain Relationships and Related Person Transactions” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Infleqtion, Inc. 2026 Equity Incentive Plan

At the Special Meeting, the shareholders of the Company considered and approved the 2026 Plan. The 2026 Plan was thereafter approved by the Board of Directors of Churchill on February 12, 2026, and on the Closing Date, the Board ratified the approval of the 2026 Plan. The 2026 Plan became effective immediately upon the Closing.

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A description of the 2026 Plan is included in the Proxy Statement/Prospectus in the section titled “Proposal No. 6 - The Incentive Plan Proposal—Description of the Incentive Plan” beginning on page 234 of the Proxy Statement/Prospectus, which is incorporated herein by reference. The foregoing description of the 2026 Plan is qualified in its entirety by the full text of the 2026 Plan, which is filed as Exhibit 10.9 hereto and incorporated herein by reference.

Infleqtion, Inc. 2026 Employee Stock Purchase Plan

At the Special Meeting, the stockholders of the Company considered and approved the ESPP. The ESPP was thereafter approved by the Board of Directors of Churchill on February 12, 2026, and on the Closing Date, the Board ratified the approval of the 2026. The 2026 ESPP became effective immediately upon the Closing.

A description of the ESPP is included in the Proxy Statement/Prospectus in the section titled “Proposal No. 7 - The ESPP Proposal—Description of the ESPP” beginning on page 241 of the Proxy Statement/Prospectus, which is incorporated herein by reference. The foregoing description of the ESPP is qualified in its entirety by the full text of the ESPP, which is filed as Exhibit 10.10 hereto and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Special Meeting, Churchill’s shareholders voted and approved, among other things, “Proposal No. 3—The Organizational Documents Proposal” (the “Organization Documents Proposal”), which is described in greater detail in the Proxy Statement/Prospectus.

The Certificate of Incorporation of the Company (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on February 12, 2026, includes the amendments proposed by the Organizational Documents Proposal. On February 13, 2026, the Board approved and adopted the Bylaws (the “Bylaws”), which became effective as of the day of Closing.

The disclosures set forth under the “Introductory Note” and in Item 2.01 of this Report are also incorporated herein by reference. Copies of the Certificate of Incorporation and the Bylaws are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated herein by reference.

The description of the Certificate of Incorporation and the general effect of the Certificate of Incorporation and the Bylaws upon the rights of holders of the Company’s capital stock are included in the Proxy Statement/Prospectus in the sections titled “Proposal No. 2—The Domestication Proposal” beginning on page 216 and “Proposal No. 3—The Organizational Documents Proposal” beginning on page 225, which are incorporated by reference herein.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the Business Combination, on the Closing Date, the Board approved and adopted a new Code of Business Conduct & Ethics applicable to all employees, officers and directors of the Company. A copy of the Code of Business Conduct & Ethics can be found at the Company’s website at https://ir.infleqtion.com.

Item 5.06 Change in Shell Company Status.

As a result of the Mergers, which fulfilled the definition of a Business Combination as required by the Amended and Restated Memorandum and Articles of Association of Company, as in effect immediately prior to the Domestication, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. A description of the Business Combination and the terms of the Merger Agreement are included in the Proxy Statement/Prospectus in the section titled “Proposal No. 1 - The Business Combination Proposal” beginning on page 146 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Item 8.01. Other Events.

On February 13, 2026, the Company issued a press release announcing the completion of the Business Combination, a copy of which is furnished as Exhibit 99.2 hereto.

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The information set forth in Item 8.01 (including Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The unaudited condensed consolidated financial statements of Legacy Infleqtion as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-86 of the Proxy Statement/Prospectus and are incorporated herein by reference.

The audited consolidated financial statements of Legacy Infleqtion as of and for the years December 31, 2024 and 2023 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-46 of the Proxy Statement/Prospectus and are incorporated herein by reference.

The unaudited condensed consolidated financial statements of Churchill as of September 30, 2025 and for the three and nine months ended September 30, 2025 and for the three months ended September 30, 2024 and for the period from January 4, 2024 (inception) through September 30, 2024 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-19 of the Proxy Statement/Prospectus are incorporated herein by reference.

The audited consolidated financial statements of Churchill as of December 31, 2024 and for the period from January 4, 2024 (inception) through December 31, 2024 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-2 of the Proxy Statement/Prospectus and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the Company as of September 30, 2025 and for the nine months ended September 30, 2025 and for the year ended December 31, 2024 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.

(d) Exhibits

Exhibit No.		Description
2.1#		Agreement and Plan of Merger and Reorganization, dated as of September 8, 2025, by and among Churchill Capital Corp X, AH Merger Sub I, Inc., AH Merger Sub II, LLC and ColdQuanta, Inc.
3.1		Certificate of Incorporation of Infleqtion, Inc.
3.2		Bylaws of Infleqtion, Inc.
4.1		Public Warrant Agreement, dated May 13, 2025, by and between Churchill Capital Corp X and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2025).
4.2		Private Warrant Agreement, dated May 13, 2025, by and between Churchill Capital Corp X and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2025).
4.3		Form of Churchill Capital Corp X Specimen Public Warrant Certificate (included in Exhibit 4.1).
4.4		Form of Churchill Capital Corp X Specimen Private Warrant Certificate (included in Exhibit 4.2).
4.5		Specimen Common Stock Certificate of Infleqtion, Inc.

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Exhibit No.		Description
10.1		Letter Agreement, dated May 13, 2025, among Churchill Capital Corp X and its officers, directors and Churchill Sponsor X LLC (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2025).
10.2		Amended and Restated Sponsor Agreement, dated as of September 8, 2025, by and among Churchill Capital Corp X, Churchill Sponsor X LLC and the Insiders (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on September 8, 2025).
10.3		Administrative Support Agreement, dated May 13, 2025, by and between Churchill Capital Corp X and an affiliate of Churchill Sponsor X LLC (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2025).
10.4		Advisory Agreement, dated as of September 8, 2025, by and between Churchill Capital Corp X and M. Klein & Company, through its affiliate, The Klein Group, LLC (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on September 8, 2025).
10.5		Securities Subscription Agreement, dated February 15, 2024, between Churchill Capital Corp X and Churchill Sponsor X LLC (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 (File Nos. 333-286799 and 333-287245, filed with the SEC on April 28, 2025).
10.6		Form of PIPE Subscription Agreement.
10.7		Form of Stockholder Voting and Support Agreement, dated as of September 8, 2025, by and among Churchill Capital Corp X, ColdQuanta, Inc., and the stockholders listed on the signature pages thereto (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on September 8, 2025).
10.8		Amended and Restated Registration Rights Agreement, dated as of February 13, 2026, by and among Infleqtion, Inc. and each of the stockholders of Infleqtion, Inc. identified on the signature pages thereto.
10.9		Infleqtion, Inc. 2026 Equity Incentive Plan and related form agreements.
10.10		Infleqtion, Inc. 2026 Employee Stock Purchase Plan.
10.11		Employment Agreement of Matthew Kinsella, dated June 6, 2024, as amended on June 24, 2024.
10.12		Employment Terms of Paul Lipman, dated April 9, 2021.
10.13		Offer Letter of Pranav Gokhale, dated April 25, 2022.
10.14		Form of Indemnification Agreement between Infleqtion, Inc. and each of its directors and executive officers.
10.15#		Exclusive License Agreement between ColdQuanta, Inc. and the Regents of the University of Colorado, dated as of June 28, 2021.
10.16#		Non-Exclusive License Agreement between ColdQuanta, Inc. and the Regents of the University of Colorado, dated as of February 2, 2012.
10.17#		First Amendment to the Non-Exclusive License Agreement between ColdQuanta, Inc. and the Regents of the University of Colorado, dated as of June 28, 2021.
10.18#		Exclusive License Agreement between ColdQuanta, Inc. and Wisconsin Alumni Research Foundation, dated as of October 1, 2019.
10.19#		First Amendment to the Exclusive License Agreement between ColdQuanta, Inc. and Wisconsin Alumni Research Foundation, dated as of April 29, 2020.
10.20#		Second Amendment to the Exclusive License Agreement between ColdQuanta, Inc. and Wisconsin Alumni Research Foundation, dated as of September 22, 2023.
99.1		Unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024.
99.2		Press Release, dated February 13, 2026.

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Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL).

# As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934, as amended, certain portions of this exhibit have been redacted from the publicly filed document because the Registrant customarily and actually treats that information as private or confidential and the redacted information is not material. The Registrant agrees to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon its request.

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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: February 17, 2026
				By:		/s/ Ilan Hart
				Name:		Ilan Hart
				Title:		Chief Financial Officer

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K.

Introduction

As previously disclosed, on September 8, 2025, Churchill entered into the Merger Agreement with Merger Sub I, Merger Sub II and Legacy Infleqtion. The Business Combination closed on February 13, 2026.

Churchill is a blank check company formed in order to effect a merger, amalgamation, share exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. Churchill was incorporated under the laws of the Cayman Islands on January 4, 2024.

On May 15, 2025, Churchill consummated its initial public offering of 41,400,000 Churchill public units, including 5,400,000 Churchill public units pursuant to the underwriters’ full exercise of the over-allotment option. The Churchill public units were sold at an offering price of $10.00 per unit, generating gross proceeds to Churchill of $414,000,000. Simultaneously with the consummation of the Churchill IPO and the exercise of the underwriters’ over-allotment option, Churchill consummated the private placement of 300,000 Churchill private placement units to the Sponsor at a price of $10.00 per unit, generating total proceeds of $3,000,000. Transaction costs amounted to $4,638,840, consisting of $3,000,000 of deferred underwriting fees, and $1,638,840 of other offering costs.

Legacy Infleqtion was formed as a Colorado corporation on February 7, 2007, and subsequently converted to a Delaware corporation on June 29, 2018. It develops and commercializes quantum technology as part of an integrated platform, which currently includes offerings such as quantum sensing, quantum computing and software, with technologies actively deployed across a number of sectors today, including defence and security, AI, energy optimization, space and frontier, materials discovery and cybersecurity.

Upon the closing of the Business Combination, Churchill has been renamed as “Infleqtion, Inc.”. Infleqtion, Inc. (referred to herein as the “Post-Closing Company”) is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Business Combination and other events contemplated by the Merger Agreement. The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Churchill and Legacy Infleqtion, adjusted to give effect to the Business Combination and other events contemplated by the Merger Agreement. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined financial statements give effect to the Business Combination and other events contemplated by the Merger Agreement as described in this Current Report on Form 8-K. The unaudited pro forma condensed combined balance sheet as of September 30, 2025 combines the historical unaudited condensed balance sheet of Legacy Infleqtion with the historical unaudited condensed balance sheet of Churchill on a pro forma basis as if the Business Combination and the other events contemplated by the Merger Agreement, summarized below, had been consummated on September 30, 2025. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 combines the historical unaudited condensed statement of operations of Legacy Infleqtion for the nine months ended September 30, 2025 and the historical unaudited condensed statement of operations of Churchill for the nine months ended September 30, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, combines the historical audited statement of operations of Legacy Infleqtion for the year ended December 31, 2024, with the historical audited statement of operations of Churchill for the period from January 4, 2024 (inception) through December 31, 2024. Although Churchill was incorporated as a Cayman Islands exempted company on January 4, 2024, for purposes of unaudited pro forma condensed combined statements of operation for the nine months ended September 30, 2025 and the year ended December 31, 2024, the Business Combination and other events contemplated by the Merger Agreement have been given effect as if they had been consummated as of January 1, 2024.

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The unaudited pro forma condensed combined financial statements have been prepared for informational purposes only and are not necessarily indicative of what the Post-Closing Company’s condensed financial position or results of operations actually would have been had the Business Combination been consummated on the dates indicated above, nor are they necessarily indicative of future results of operations. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the Post-Closing Company.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are incorporated by reference in this Current Report on Form 8-K:

• audited historical financial statements of Churchill for the period from January 4, 2024 (inception) through December 31, 2024;

• unaudited historical condensed financial statements of Churchill as of and for the nine months ended September 30, 2025;

• audited historical financial statements of Legacy Infleqtion for the year ended December 31, 2024;

• unaudited historical condensed financial statements of Legacy Infleqtion as of and for the nine months ended September 30, 2025; and

• other information relating to Churchill and Legacy Infleqtion, including the Merger Agreement and the description of certain terms thereof and the financial and operational condition of Churchill and Legacy Infleqtion.

Description of the Business Combination

Pursuant to the Merger Agreement and the related agreements, and upon the terms and subject to the conditions set forth therein, Churchill acquired Legacy Infleqtion and Legacy Infleqtion became a publicly traded company through the Business Combination. The Business Combination consisted of (a) the transfer of the registration of Churchill by way of continuation from the Cayman Islands to the State of Delaware (the “Domestication”), and (b) following the Domestication, the merger of Merger Sub I with and into Legacy Infleqtion, with Legacy Infleqtion continuing as the surviving corporation, and immediately thereafter, the merger of such surviving corporation with and into Merger Sub II, with Merger Sub II continuing as the surviving entity and as a wholly-owned subsidiary of Churchill. Subject to the terms and conditions of the Merger Agreement, the value of the aggregate consideration paid to the Legacy Infleqtion stockholders, holders of outstanding Legacy Infleqtion restricted stock awards and holders of Legacy Infleqtion options was based on a fair market value of $1,800,000,000. At the Effective Time, each share of Legacy Infleqtion common stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares) was automatically cancelled and converted into the right to receive a number of shares of Common Stock equal to the Exchange Ratio (as defined in the Merger Agreement). The Exchange Ratio is based on the per share Equity Value (calculated in accordance with the Merger Agreement). Subject to the assumptions described herein, as of the date of this Current Report on Form 8-K, shares of Common Stock were issued for each issued and outstanding share of Legacy Infleqtion common stock (after giving effect to the conversion of Legacy Infleqtion preferred stock, including Legacy Infleqtion restricted stock awards into Legacy Infleqtion common stock).

Following the Business Combination and related events and based on the Exchange Ratio of approximately 0.347 the following are outstanding (excluding issuance of shares related to the PIPE Subscription Agreements):

• 151,804,988 shares of Common Stock issued to Legacy Infleqtion’s stockholders, including 880,446 shares issued in respect of restricted stock awards;

• Infleqtion, Inc. options related to the assumption of Legacy Infleqtion stock options, which will be exercisable for 30,179,087 shares of Common Stock;

• 300,000 shares of Common Stock issued in exchange for Churchill private placement shares held by the Sponsor subject to certain provisions under the Sponsor Agreement;

2

• 10,350,000 shares of Common Stock in exchange for Churchill Founder Shares held by the Sponsor subject to certain provisions under the Sponsor Agreement;

• 41,362,179 shares of Common Stock held by Churchill public shareholders.

The Business Combination occurred based on the following transactions as contemplated by the Merger Agreement:

• the Domestication and related automatic conversion of each Churchill Class A Ordinary Share issued and outstanding immediately prior to the Domestication into one share of Churchill common stock;

• the Merger of Merger Sub I, with and into Legacy Infleqtion, with Legacy Infleqtion as the surviving company, and immediately thereafter, the merger of such surviving corporation with and into Merger Sub II, with Merger Sub II continuing as the surviving entity and as a wholly owned subsidiary of Churchill;

• each share of Legacy Infleqtion common stock, including shares of Legacy Infleqtion common stock issued upon the pre-Closing conversion of Legacy Infleqtion preferred stock, was automatically surrendered and ceased to exist, and exchanged for the right to receive, in the aggregate, the Merger Consideration (as defined in the Merger Agreement); and

• the assumption of each outstanding and unexercised Legacy Infleqtion option (whether or not vested) by Infleqtion, Inc., which then became an option to purchase shares of Common Stock, on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each such Legacy Infleqtion option immediately prior to the Effective Time (each an “Exchanged Option”), except that (1) the number of shares of Common Stock subject to such Exchanged Option will equal (a) the number of shares of Legacy Infleqtion common stock that were subject to such option immediately prior to the Effective Time multiplied by (b) the Exchange Ratio, rounded down to the nearest whole share, and (2) the per share exercise price will equal the quotient of (a) the exercise price per share of Legacy Infleqtion common stock at which such option was exercisable immediately prior to the Effective Time, divided by (b) the Exchange Ratio, rounded up to the nearest whole cent.

• each outstanding Legacy Infleqtion restricted stock award that is outstanding as of immediately prior to the Effective Time converted into the right to receive a number of shares of Common Stock, based on the agreed upon Exchange Ratio.

Other agreements that are entered in connection with the Business Combination are summarized below:

• Subscription Agreements — In connection with the execution of the Merger Agreement, Churchill entered into the PIPE Subscription Agreements with PIPE Investors. Pursuant to the terms of the PIPE Subscription Agreements, Churchill issued and sold to the PIPE Investors and the PIPE Investors purchased, 12,654,760 shares of Churchill common stock at a purchase price of $10.00 per share for aggregate proceeds of $126.5 million.

• Sponsor Agreement — Pursuant to the terms of the Sponsor Agreement, 1,500,000 Churchill Founder Shares held by the Sponsor became unvested as of the Closing and will revest on the date on the occurrence of the Triggering Event. If the Triggering Event is not achieved within five years of the Closing, such Churchill Founder Shares will be forfeited in accordance with the terms of the Sponsor Agreement. In the event of a change of control of Churchill prior to the fifth anniversary of the Closing, the Churchill Founder Shares will vest immediately prior to the closing of such change of control if the change of control also constitutes the Triggering Event; otherwise, they will be automatically forfeited immediately prior to the closing for no consideration.

The following summarizes the shares of Common Stock issued and outstanding immediately following the Business Combination, excluding the dilutive effect of the potential issuance of any shares of Common Stock upon exercise of outstanding Legacy Infleqtion options assumed by Infleqtion, Inc. and the potential issuance of shares of Common Stock initially reserved for issuance under the Incentive Plan and the ESPP.

3

		Shares				% Ownership
Legacy Infleqtion stockholders (1)			151,804,988				70.1	%
Sponsor shares (2)			10,650,000				5.0	%
Churchill public shareholders			41,362,179				19.1	%
PIPE Investors (3)			12,654,760				5.8	%
Total			216,471,927				100	%

(1) Consists of 150,924,542 shares of Common Stock issued in respect of shares of Legacy Infleqtion common stock and Legacy Infleqtion preferred stock, and 880,446 shares of Common Stock issued in respect of Legacy Infleqtion restricted stock awards, which are considered to be legally outstanding as of Closing.

(2) Includes 300,000 Churchill private placement shares held by the Sponsor and 10,350,000 Churchill Founder Shares held by the Sponsor. The outstanding amount of Churchill Founder shares includes 1,500,000 shares that became unvested as of the Closing and will revest on the occurrence of the Triggering Event. At Closing, all of the Churchill Founder Shares held by the Sponsor are outstanding and entitled to vote.

(3) Pursuant to the terms of the PIPE Subscription Agreements, as described above, Churchill issued and sold to the PIPE Investors, and the PIPE Investors purchased, 12,654,760 shares at a purchase price of $10.00 per share for an aggregate commitment of $126.5 million.

Accounting Treatment for the Transactions

The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”), because Legacy Infleqtion has been determined to be the accounting acquirer. Under this method of accounting, Churchill, which was the legal acquirer, was treated as the accounting acquiree for financial reporting purposes and Legacy Infleqtion, which was the legal acquiree, is the accounting acquirer for financial reporting purposes. Accordingly, the consolidated assets, liabilities and results of operations of Legacy Infleqtion will become the historical financial statements of Infleqtion, Inc., and Churchill’s assets, liabilities and results of operations will be consolidated with Legacy Infleqtion’s beginning on the acquisition date. For accounting purposes, the financial statements of Infleqtion, Inc. will represent a continuation of the financial statements of Legacy Infleqtion with the Business Combination being treated as the equivalent of Legacy Infleqtion issuing stock for the net assets of Churchill, accompanied by a recapitalization. The net assets of Churchill will be stated at historical costs, which are expected to approximate fair value, and no goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be presented as those of Legacy Infleqtion in future reports of Infleqtion, Inc.

Legacy Infleqtion was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

• Legacy Infleqtion stockholders comprise a relative majority of greater than 70.1% of the voting power of the Post-Closing Company;

• Legacy Infleqtion nominated a majority of the members of the board of directors of the Post-Closing Company;

• Legacy Infleqtion’s operations prior to the Business Combination comprise the only ongoing operations of Post-Closing Company;

• Legacy Infleqtion’s senior management comprise the senior management of Post-Closing Company;

• The ongoing operations of Legacy Infleqtion became the operations of the Post-Closing Company; and

• Legacy Infleqtion’s headquarters became the Post-Closing Company’s headquarters.

The following unaudited pro forma condensed combined balance sheet as of September 30, 2025, and the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024, are based on historical financial statements of Churchill and Legacy Infleqtion. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

4

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2025

(Dollars in Thousands)

		Legacy Infleqtion (Historical) -USD				Churchill (Historical) - USD				Historical Combined				Transaction Accounting Adjustments						Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents			24,889				1,136				26,025				419,164			B			528,445
															(40,177	)		C
															126,548			H
															(3,000	)		I
															(115	)		K
Available-for-sale securities			51,415				—				51,415				—						51,415
Accounts receivable			4,532				—				4,532				—						4,532
Unbilled receivables			3,789				—				3,789				—						3,789
Inventories			4,055				—				4,055				—						4,055
Prepaid expenses and other current assets			6,923				72				6,995				(4,530	)		C			2,393
															(72	)		L
Prepaid insurance			—				321				321				(321	)		L			—
Total Current assets			95,603				1,529				97,132				497,497						594,629
Non-current assets
Property and equipment, net			8,817				—				8,817				—						8,817
Lease right-of-use assets			5,186				—				5,186				—						5,186
Other assets			649				—				649										649
Goodwill			9,315				—				9,315				—						9,315
Cash and marketable securities held in Trust Account			—				419,552				419,552				(388	)		A			—
															(419,164	)		B
Prepaid insurance- long term			—				188				188				(188	)		L			—
Total Non-current assets			23,967				419,740				443,707				(419,740	)					23,967
Total Assets			119,570				421,269				540,839				77,757						618,596
LIABILITIES
Current liabilities
Accounts payable			5,682				—				5,682				(3,131	)		C			2,551

5

		Legacy Infleqtion (Historical) -USD				Churchill (Historical) - USD				Historical Combined				Transaction Accounting Adjustments								Pro Forma Combined
Accrued liabilities			8,489				67				8,556				(1,197	)			C				7,329
															(30	)			K
Contract liabilities			3,067				—				3,067												3,067
Current portion of lease right-of-use liabilities			1,187				—				1,187				—								1,187
Deferred consideration, current			455				—				455				—								455
Accrued offering costs			—				85				85				(85	)			K				—
Subscription agreement liability			—				36,545				36,545				(36,545	)			J				—
Total Current liabilities			18,880				36,697				55,577				(40,988	)							14,589
Non-Current liabilities
Lease right-of-use liabilities, net of current portion			4,310				—				4,310				—								4,310
Deferred underwriting fee payable			—				3,000				3,000				(3,000	)			I				—
Total Non-Current liabilities			4,310				3,000				7,310				(3,000	)							4,310
Total Liabilities			23,190				39,697				62,887				(43,988	)							18,899
Commitments and Contingencies																							—
Total Commitments and Contingencies			—																				—
Redeemable equity
Series Seed convertible redeemable preferred stock			6,526				—				6,526				(6,526	)			E				—
Series Seed II convertible redeemable preferred stock			10,411				—				10,411				(10,411	)			E				—
Series A convertible redeemable preferred stock			36,658				—				36,658				(36,658	)			E				—
Series B convertible redeemable preferred stock			112,145				—				112,145				(112,145	)			E				—
Series B1 convertible redeemable preferred stock			32,990				—				32,990				(32,990	)			E				—
Series C convertible redeemable preferred stock			71,728				—				71,728				(71,728	)			E				—
Series C1 convertible redeemable preferred stock			26,351				—				26,351				(26,351	)			E				—
Class A ordinary shares subject to possible redemption			—				419,552				419,552				(388	)			A				—
															(419,164	)			D
Total Redeemable equity			296,809				419,552				716,361				(716,361	)							—

6

		Legacy Infleqtion (Historical) -USD				Churchill (Historical) - USD				Historical Combined				Transaction Accounting Adjustments								Pro Forma Combined
EQUITY
Stockholders’ equity
Churchill Class A Ordinary Shares			—				—				—				—								—
Churchill Class B Ordinary Shares			—				1				1				(1	)			F				—
Common Stock			—				—				—				4				D				21
															15				E
															1				F
															1				H
Legacy Infleqtion Common stock			5				—				5				296,809				E				—
															(296,814	)			E
Additional paid-in capital			19,237				—				19,237				(39,263	)			C				820,463
															419,160				D				—
															296,799				E				—
															(37,981	)			G
															126,547				H
															36,545				J
															(581	)			L
Accumulated deficit			(220,326	)			(37,981	)			(258,307	)			(1,116	)			C				(221,442	)
															37,981				G
Accumulated other comprehensive income (loss)			655				—				655				—								655
Total Stockholders’ equity			(200,429	)			(37,980	)			(238,409	)			838,106				599,697
Total Equity			(200,429	)			(37,980	)			(238,409	)			838,106				599,697
Total Liability, Redeemable Equity and Equity			119,570				421,269				540,839				77,757				618,596

See accompanying notes to unaudited pro forma condensed combined financial information

7

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the nine months ended September 30, 2025

(Dollars in Thousands)

		Legacy Infleqtion (Historical) -USD				Churchill (Historical) - USD				Historical Combined				Transaction Accounting Adjustments								Pro Forma Combined
Product revenue			15,987				—				15,987				—								15,987
Service revenue			5,687				—				5,687				—								5,687
Revenue			21,674				—				21,674				—								21,674
Cost of products			10,651				—				10,651				—								10,651
Cost of services			2,939				—				2,939				—								2,939
Gross profit			8,084				—				8,084				—								8,084
Research and development			15,324				—				15,324				—								15,324
Selling and marketing			1,163				—				1,163				—								1,163
General and administrative			16,860				1,438				18,298				750				AA				18,913
															(135	)			CC				—
Subscription agreement expense			—				6,045				6,045				(6,045	)			DD				—
Impairment of assets			—				—				—				—								—
Grant Income			(1,531	)			—				(1,531	)			—								(1,531	)
Loss from operations			(23,732	)			(7,483	)			(31,215	)			5,430								(25,785	)
Interest income, net			1,855				—				1,855				—								1,855
Change in fair value of contingent consideration			—				—				—				—								—
Income earned on cash and marketable securities held in Trust Account			—				6,552				6,552				(6,552	)			BB				—
Change of fair value of subscription agreement liability			—				(30,499	)			(30,499	)			30,499				DD				—
Change in fair value of SAFE liabilities			—				—				—				—								—
Other, net			842				—				842				—								842
Loss before income taxes			(21,035	)			(31,430	)			(52,465	)			29,377								(23,088	)
Income tax expense (benefit)			—				—				—				—								—
Net loss			(21,035	)			(31,430	)			(52,465	)			29,377								(23,088	)
Shares used in computing net loss per share attributable to Infleqtion, Inc. shareholders— basic and diluted																							214,091,481
Net loss per share attributable to Infleqtion, Inc. shareholders — basic and diluted																							(0.11	)

8

Legacy Infleqtion (Historical) -USD

Churchill (Historical) -USD

Historical Combined

Transaction Accounting Adjustments

Pro Forma Combined

Historical

Weighted average shares outstanding of Legacy Infleqtion common stock—basic and diluted

45,456,929

Basic and diluted net loss per share—Legacy Infleqtion common stock

(0.46

)

Shares used in computing net loss per share attributable to Churchill Class A Ordinary shareholders— basic and diluted

9,684,926

Basic and diluted loss per share — Churchill Class A Ordinary Shares

(1.02

)

See accompanying notes to unaudited pro forma condensed combined financial information

9

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2024

(Dollars in Thousands)

		Legacy Infleqtion (Historical) -USD				Churchill (Historical) — USD				Historical Combined				Transaction Accounting Adjustments								Pro Forma Combined
Product revenue			22,325				—				22,325				—								22,325
Service revenue			6,511				—				6,511				—								6,511
Revenue			28,836				—				28,836				—								28,836
Cost of products			17,571				—				17,571				—								17,571
Cost of services			2,201				—				2,201				—								2,201
Gross profit			9,064				—				9,064				—								9,064
Research and development			22,303				—				22,303				—								22,303
Selling and marketing			3,412				—				3,412				—								3,412
General and administrative			23,875				52				23,927				1,116				AAA				27,131
															1,000				BBB
															1,088				CCC
Subscription agreement expense			—				—				—				—								—
Impairment of assets			13,539				—				13,539				—								13,539
Grant Income			(1,057	)			—				(1,057	)			—								(1,057	)
Loss from operations			(53,008	)			(52	)			(53,060	)			(3,204	)							(56,264	)
Interest income, net			1,154				—				1,154				—								1,154
Change in fair value of SAFE liabilities			(2,271	)			—				(2,271	)			—								(2,271	)
Change in fair value of contingent consideration			380								380												380
Other, net			(21	)			—				(21	)			—								(21	)
Loss before income taxes			(53,766	)			(52	)			(53,818	)			(3,204	)							(57,022	)
Income tax expense (benefit)			(2	)			—				(2	)			—								(2	)
Net loss			(53,764	)			(52	)			(53,816	)			(3,204	)							(57,020	)
Shares used in computing net loss per share attributable to Infleqtion, Inc. shareholders— basic and diluted																							214,091,481
Net loss per share attributable to Infleqtion, Inc. shareholders — basic and diluted																							(0.27	)
Historical
Weighted average shares outstanding of Legacy Infleqtion common stock—basic and diluted			39,808,027
Basic and diluted net loss per share—Legacy Infleqtion common stock			(1.35	)

10

Legacy Infleqtion (Historical) -USD

Churchill (Historical) — USD

Historical Combined

Transaction Accounting Adjustments

Pro Forma Combined

Shares used in computing net loss per share attributable to Churchill Class A Ordinary shareholders— basic and diluted

7,500,000

Basic and diluted loss per share — Churchill Class A Ordinary Shares

(0.01

)

See accompanying notes to unaudited pro forma condensed combined financial information

11

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1. Basis of Pro Forma Presentation

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Churchill, who is the legal acquirer, is treated as the accounting acquiree for financial reporting purposes and Legacy Infleqtion, which is the legal acquiree, was treated as the accounting acquirer for financial reporting purposes.

The unaudited pro forma condensed combined financial statements are prepared in accordance with Article 11 of SEC Regulation S-X, as amended January 1, 2021. The historical financial information of Churchill and Legacy Infleqtion is presented in accordance with GAAP. Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.

The pro forma adjustments reflecting the completion of the Business Combination and related transactions are based on currently available information and assumptions and methodologies that Infleqtion, Inc. believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Infleqtion, Inc. believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions based on information available to management at the current time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma combined financial information does not reflect the income tax effects of the transaction accounting adjustments as any change in the deferred tax balance would be offset by an increase in the valuation allowance given incurred losses during the historical period presented.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Infleqtion, Inc. They should be read in conjunction with the historical financial statements and notes thereto of Churchill and Legacy Infleqtion.

Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2025

(A) Reflects the redemption of 37,821 shares of Churchill Class A common stock at a redemption price of $10.27 per share, resulting in a redemption payment of $0.4 million from the trust account to redeem Churchill public stockholders. Churchill does not expect that redemptions in connection with the Business Combination will cause Infleqtion, Inc. to be subject to U.S. federal excise taxes.

(B) Reflects the reclassification of cash held in trust account of $419.2 million to cash and cash equivalents that becomes available for general use by Infleqtion, Inc. following the Closing. On the Closing date, the actual balance of cash in the trust account, including accumulated interest earned during the period prior to transfer, was $424.8 million.

12

(C) Reflects transaction costs of $42.4 million for financial advisory, legal, accounting, and other fees related to the Business Combination, excluding deferred underwriting fees of $3.0 million included in Note 2(I) below. Transaction costs are categorized as follows:

		Dollar in thousands
Legacy Infleqtion Transaction costs:
(A) Costs related to issuance of equity
Amount incurred and paid prior to September 30, 2025(2)			1,021
Amount incurred and to be paid (1) (2) (3)			3,509
Amounts to be incurred (1)			3,974
Subtotal(4)			8,504
(B) Costs to be expensed
Amount incurred and paid prior to September 30, 2025			327
Amount incurred and to be paid (1) (3)			781
Amounts to be incurred (1)(5)			1,116
Subtotal			2,224
Churchill Transaction costs:
Amount incurred and paid prior to September 30, 2025(6)			895
Amount incurred and to be paid (1)(3)(6)			38
Amounts to be incurred (1)(4)			30,760
Subtotal			31,693
Total Transaction costs			42,421

(1) Adjustments to Cash and cash equivalents totaled $40.2 million

(2) Adjustments to Prepaid expenses and other current assets totaled $4.5 million

(3) Of the total incurred but not yet paid costs of $4.3 million, $3.1 million was recorded in Accounts payable and $1.2 million was recorded in Accrued liabilities

(4) Adjustments to Additional paid-in-capital totaled $39.3 million

(5) Adjustments to Accumulated deficit totaled $1.1 million

(6) Amounts previously expensed by Churchill are reclassified to Additional paid-in capital in Adjustment (G)

(D) Reflects the reclassification of Churchill Class A Ordinary Shares subject to possible redemption to permanent equity at Closing.

(E) Reflects the conversion of Legacy Infleqtion preferred stock into shares of Legacy Infleqtion common stock, and subsequently, of Legacy Infleqtion common stock into shares of Common Stock at Closing.

(F) Reflects the conversion of Churchill Class B Ordinary Shares, on a one-for-one basis, into Churchill Class A Ordinary Shares, and subsequently, of the Churchill Class A Ordinary Shares to shares of Infleqtion, Inc.

(G) Reflects the elimination of Churchill’s historical accumulated deficit of $38.0 million.

13

(H) Reflects the gross proceeds received from the PIPE pursuant to PIPE Subscription Agreements of $126.5 million from the issuance and sale of 12,654,760 shares of the Churchill Class A Ordinary Shares at $10.00 per share.

(I) Reflects the settlement of the deferred underwriting fee of $3.0 million paid in full at the Closing.

(J) Reflects the removal of the $36.5 million liability recorded by Churchill in relation to Churchill’s Subscription Agreements pursuant to which Churchill issued and sold shares to the PIPE investors at the Closing. The Subscription Agreements are terminated in conjunction with the Closing.

(K) Reflects the settlement of Churchill’s outstanding liabilities that were paid at the Closing.

(L) Reflects the write off of Churchill’s prepaid expense balances as these amounts are not expected to benefit Infleqtion, Inc.

Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the nine-month period ended September 30, 2025.

(AA) Reflects fees of $0.3 million per quarter to be paid to an affiliate of M. Klein & Company pursuant to the Advisory Agreement, which will be in effect for a period of two years (unless extended for an additional year term upon mutual agreement of the parties to the Advisory Agreement), in exchange for advisory services provided to Infleqtion, Inc.

(BB) Represents the elimination of investment income related to the investments held in the Churchill trust account.

(CC) Reflects the elimination of historical expenses related to Churchill’s office space, utilities, secretarial and administrative services. Upon completion of the Business Combination or Churchill’s liquidation, the obligation to continue paying these monthly fees under the agreement between Churchill and M. Klein Associates, Inc will be terminated and Churchill will cease paying these monthly fees.

(DD) Reflects the elimination of the expense and change in fair value of the liability associated with Subscription Agreements. As indicated in Note 2 (J), the Subscription Agreements are terminated in conjunction with the Closing.

Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2024

(AAA) Reflects the total estimated remaining transaction costs of Legacy Infleqtion to be incurred and expensed as a part of the Business Combination. Transaction costs are expensed as incurred and reflected as if incurred on January 1, 2024. This is a non-recurring item.

(BBB) Reflects fees of $0.3 million per quarter to be paid to an affiliate of M. Klein & Company pursuant to the Advisory Agreement, which will be in effect for a period of two years (unless extended for an additional year term upon mutual agreement of the parties to the Advisory Agreement), in exchange for advisory services provided to Infleqtion, Inc.

(CCC) Reflects a one-time stock-based compensation charge of $1.1 million related to options granted to the Chief Executive Officer. The awards were granted at a grant date fair value of $0.15 per option. These options are expected to accelerate vest and become exercisable at the time of the Closing, resulting in a non-recurring adjustment.

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Note 3. Loss per Share

Represents the net loss per share calculated using the historical weighted-average shares outstanding and the issuance of additional shares in connection with the Business Combination and related transactions, assuming the shares were outstanding since January 1, 2024. In the case of shares presented as being held by Legacy Infleqtion stockholders, the tables below assumes that Legacy Infleqtion preferred stock outstanding as of September 30, 2025 had converted to Legacy Infleqtion Common Stock and that each such share of Legacy Infleqtion Common Stock was exchanged for a number of shares equal to the assumed Exchange Ratio as of January 1, 2024. In the case of stock options presented in the table below showing potentially dilutive instruments, the table assumes that such stock options were exchanged applying the assumed Exchange Ratio as of January 1, 2024.

Net loss per share was computed using the two-class method required for participating securities. The two-class method requires income available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Infleqtion, Inc. considers its vesting Churchill Founder Shares to be participating securities as these instruments have non-forfeitable dividend rights. Net losses are not allocated to these participating securities as there are no contractual obligations that require participation in the Company’s losses.

As the Business Combination is being reflected as if it had occurred at the beginning of the earliest period presented, the calculation of weighted-average shares outstanding for basic and diluted net loss per share assumes that the shares issued relating to the Business Combination and related transactions have been outstanding for the entire periods presented. Basic and diluted earnings per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.

For the nine months ended September 30, 2025:

(dollar in thousands except shares and per share data)
Pro forma net loss		$	(23,088	)
Shares used in computing net loss per share attributable to Infleqtion, Inc. shareholders — basic and diluted			214,091,481
Pro forma net loss per share, basic and diluted		$	(0.11	)
Pro forma weighted-average shares calculation, basic and diluted:
Legacy Infleqtion stockholders			150,924,542
Sponsor shares			9,150,000
Churchill public shareholders			41,362,179
PIPE Investors			12,654,760
			214,091,481

For the year ended December 31, 2024:

(dollar in thousands except shares and per share data)
Pro forma net loss		$	(57,020	)
Shares used in computing net loss per share attributable to Infleqtion, Inc. shareholders — basic and diluted			214,091,481
Pro forma net loss per share, basic and diluted		$	(0.27	)
Pro forma weighted-average shares calculation, basic and diluted:
Legacy Infleqtion stockholders			150,924,542
Sponsor shares			9,150,000
Churchill public shareholders			41,362,179
PIPE Investors			12,654,760
			214,091,481

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The following outstanding shares of Common Stock equivalents were excluded from the computation of pro forma diluted net loss per share because including them would have had an anti-dilutive effect for the nine months ended September 30, 2025 and for the year ended December 31, 2024:

Stock options and restricted shares (1)			31,059,533
Public and Private Warrants			10,425,000
			41,484,533

^1. The restricted stock awards, while legally outstanding, are not considered participating securities as any rights to dividends during the vesting period are forfeitable.

16

Exhibit 99.2

Infleqtion and Churchill Capital Corp X Complete Business Combination

Infleqtion to become the first publicly listed neutral-atom quantum technology company and will

begin trading on the NYSE under ticker symbol “INFQ” on February 17, 2026

NEW YORK – February 13, 2026 – Infleqtion, Inc. (“Infleqtion”), a global leader in quantum sensing and quantum computing powered by neutral-atom technology, today announced the completion of its previously announced business combination with Churchill Capital Corp X (Nasdaq: CCCX) (“Churchill X”), a special purpose acquisition company.

Churchill X, whose shares of common stock, warrants and units were listed on The Nasdaq Stock Market LLC (“Nasdaq”) has delisted from Nasdaq, and shares of common stock and warrants of the post-combination company, Infleqtion, Inc., are expected to begin trading on the New York Stock Exchange (“NYSE”) beginning on February 17, 2026, under the ticker symbols “INFQ” and “INFQ WS”, respectively. Each of the units sold by Churchill X in its initial public offering have been separated and will no longer be listed on Nasdaq following the closing of the business combination.

Infleqtion translates quantum technology into solutions that expand human potential. Infleqtion designs, builds, and sells quantum computers, precision sensors, and software to governments, enterprises, and research institutions. As a first mover in neutral-atom technology, a leading quantum modality recognized for scalability, flexibility, and cost efficiency, Infleqtion has developed a practical, differentiated commercial platform designed to scale. This approach enables Infleqtion to support both quantum computing and precision sensing from a single product architecture. The company’s portfolio includes quantum computers, quantum clocks, RF receivers, and inertial sensors, engineered for real-world deployment and optimized by Infleqtion’s proprietary software. These systems are used in collaboration with NVIDIA and by customers including the U.S. Department of War, NASA, and the U.K. government.

Infleqtion will become the first publicly listed neutral-atom quantum technology company and the only public company with commercial leadership across both quantum computing and precision sensing.

About Infleqtion

Infleqtion, Inc. is a global leader in quantum sensing and quantum computing, powered by neutral-atom technology. We design and build quantum computers, precision sensors, and quantum software for governments, enterprises, and research institutions. Our commercial portfolio includes quantum computers as well as quantum Radio Frequency (QRF) 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 Capital Corp X (NASDAQ: CCCX). For more information, visit Infleqtion.com or follow Infleqtion on LinkedIn, YouTube, and X.

Forward-Looking Statements

This communication 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. Infleqtion 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 Infleqtion’s ability to commercialize new products and technologies; projections of development and commercialization costs and timelines; expectations regarding Infleqtion’s ability to execute its business model and the expected financial benefits of such model; expectations regarding Infleqtion’s ability to attract, retain and expand its customer base; Infleqtion’s deployment of proceeds from capital raising transactions; Infleqtion’s expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other third parties; Infleqtion’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 Infleqtion’s markets; the potential benefits of the proposed transaction and expectations related to its terms and timing; and the potential for Infleqtion 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 Infleqtion.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause Infleqtion’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: the effect of the announcement of Infleqtion’s public listing on Infleqtion’s business relationships, operating results, and business generally; that the public listing disrupts current plans and operations of Infleqtion; the outcome of any legal proceedings that may be instituted against Infleqtion; the ability to maintain the listing of Infleqtion’s securities on a national securities exchange; that Infleqtion is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; Infleqtion’s historical net losses and limited operating history; Infleqtion’s expectations regarding future financial performance, capital requirements and unit economics; Infleqtion’s use and reporting of business and operational metrics; Infleqtion’s competitive landscape; Infleqtion’s dependence on members of its senior management and its ability to attract and retain qualified personnel; Infleqtion’s concentration of revenue in contracts with government or state-funded entities; the potential need for additional future financing; Infleqtion’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; Infleqtion’s reliance on strategic partners and other third parties; Infleqtion’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; Infleqtion’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 Infleqtion or the expected benefits of the proposed transaction; 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 Infleqtion; failure to realize the anticipated benefits of the proposed transaction; the ability of Infleqtion to issue equity or equity-linked securities in

connection with the proposed transaction or in the future; and other factors described in Infleqtion’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 Infleqtion 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 Infleqtion’s management as of the date of this communication; subsequent events and developments may cause their assessments to change. While Infleqtion 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.

Contacts

Media Contact

Tim Biba

Solebury Strategic Communications

tbiba@soleburystrat.com

Investor Contact

Marcus Kupferschmidt

Infleqtion

investors@infleqtion.com

FAQ

What did the Churchill Capital Corp X (CCCX) 8-K announce about Infleqtion?

The 8-K announced completion of the business combination between Churchill Capital Corp X and Legacy Infleqtion. Churchill domesticated to Delaware, changed its name to Infleqtion, Inc., and combined with Legacy Infleqtion, creating a publicly traded quantum technology company with 216,471,927 common shares outstanding after closing.

How many Infleqtion shares were issued to Legacy Infleqtion stockholders in the CCCX merger?

Legacy Infleqtion stockholders received 151,804,988 Infleqtion common shares. These shares, valued at a deemed price of $10.00 each, represent the primary equity consideration in the merger and give Legacy Infleqtion investors 70.1% ownership of the combined 216,471,927 outstanding shares.

What was the size of the PIPE financing disclosed in the CCCX 8-K for Infleqtion?

The PIPE financing totaled $126.5 million for 12,654,760 shares of common stock. PIPE investors purchased shares at $10.00 each, funding concurrently with the business combination and adding to the company’s capital base to support Infleqtion’s quantum technology roadmap and operations.

How is post-closing ownership of Infleqtion split among key shareholder groups?

Post-closing, Legacy Infleqtion holders own 70.1%, Churchill public shareholders 19.1%, the sponsor 5.0%, and PIPE investors 5.8%. These percentages are based on 216,471,927 common shares outstanding immediately after the transaction and exclude potential dilution from options and warrants.

When will Infleqtion’s stock begin trading on the NYSE and under what ticker?

Infleqtion’s common stock and warrants are expected to begin NYSE trading on February 17, 2026. The securities will trade under the symbols “INFQ” for common stock and “INFQ WS” for warrants, following delisting of Churchill’s securities from Nasdaq after the merger.

Did the CCCX and Infleqtion business combination change shell company status?

Yes, Churchill ceased to be a shell company upon completion of the mergers. After the business combination closed, Infleqtion, Inc. became an operating public company, and the 8-K states that Churchill’s prior shell company status under Exchange Act Rule 12b‑2 ended as of the closing.

What new equity incentive plans did Infleqtion adopt in connection with the CCCX transaction?

Infleqtion adopted the 2026 Equity Incentive Plan and 2026 Employee Stock Purchase Plan. Both plans, including initial share reserves and annual increase features, were approved by Churchill shareholders at the special meeting and became effective immediately upon closing of the business combination.

Filing Exhibits & Attachments

24 documents

Press Releases

• EX-99.1 EX-99.1 304.4 KB
• EX-99.2 EX-99.2 13.4 KB

Agreements & Contracts

• EX-10.6 EX-10.6 185.1 KB
• EX-10.8 EX-10.8 245.2 KB
• EX-10.9 EX-10.9 222.2 KB
• EX-10.10 EX-10.10 67.9 KB
• EX-10.11 EX-10.11 102.3 KB
• EX-10.12 EX-10.12 19.5 KB
• EX-10.13 EX-10.13 13.2 KB
• EX-10.14 EX-10.14 42.3 KB
• EX-10.15 EX-10.15 257.3 KB
• EX-10.16 EX-10.16 140.6 KB
• EX-10.17 EX-10.17 17.0 KB
• EX-10.18 EX-10.18 136.9 KB
• EX-10.19 EX-10.19 22.8 KB
• EX-10.20 EX-10.20 42.0 KB

Other Documents

• EX-2.1 EX-2.1 575.0 KB
• EX-3.1 EX-3.1 27.0 KB
• EX-3.2 EX-3.2 146.2 KB
• EX-4.5 EX-4.5 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 16.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 26.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 17.0 KB