Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 8, 2026, upon the recommendation of the nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) of the board of directors (the “Board”) of Infleqtion, Inc. (the “Company”), the Board appointed Nicholas Johnson to serve as a Class III director of the Company, with a term expiring at the Company’s 2029 annual meeting of stockholders, and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.
Mr. Johnson, 38, has served as Partner of Archimedes Advisor Group since April 2021, where he leads investments on behalf of the Churchill Capital franchise of publicly traded special purpose acquisition companies. Mr. Johnson has also served as Managing Director of M. Klein & Company, a global strategic advisory firm and affiliate of Archimedes Advisor Group, since April 2022. Previously, Mr. Johnson served as an Executive Director in the Investment Banking Division at Morgan Stanley from June 2014 to May 2021. We believe Mr. Johnson is qualified to serve on our board of directors due to his experience in investing, investment banking and advising public companies on strategic and capital markets matters.
The appointment was made pursuant to Section 8.09 of the Agreement and Plan of Merger and Reorganization (as amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among Churchill Capital Corp X, AH Merger Sub I, Inc., AH Merger Sub II, LLC and ColdQuanta, Inc. (d/b/a Infleqtion), a copy of which was previously filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 2.1 to the Company’s Current Report on Form 8-K on February 17, 2026. Under Section 8.09 of the Merger Agreement, Churchill Sponsor X LLC was granted the right to designate one Class III director for appointment to the Board, and Mr. Johnson was designated pursuant to that right.
The Board, together with input from the Nominating and Corporate Governance Committee, determined that Mr. Johnson is not independent under the listing standards of the New York Stock Exchange due to his role as Managing Director of M. Klein & Company (the “Advisor”), a party to the Advisory Agreement (as defined below) with the Company. Accordingly, Mr. Johnson has not been appointed to any standing committees of the Board.
Mr. Johnson has entered into an indemnification agreement with the Company, in the same form previously entered into by the Company with its current directors, the form of which was previously filed as Exhibit 10.14 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026.
As previously disclosed, in September 2025, in connection with the execution of the Merger Agreement, the Company and the Advisor entered into that certain advisory agreement (the “Advisory Agreement”). Pursuant to the terms thereof, effective as of the closing of the transactions described in the Merger Agreement (the “Closing”), the Advisor is providing financial advisory, strategy consulting, business development and investor relations advice and assistance to the Company. Under the terms of the Advisory Agreement, the Company will pay the Advisor a fee of $250,000 per quarter for the term of the Advisory Agreement. The Advisory Agreement expires two years from the date of the Closing. During that time, the Advisor will also be entitled to certain fees, including 5% of total underwriting fees for capital markets financings and 3% of gross proceeds in any strategic investment of the Company, in each case, only if the Company, in its discretion, retains the Advisor to act as a financial advisor on such financings or strategic transactions. A copy of the Advisory Agreement was previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026.
For so long as the Advisory Agreement is in effect, Mr. Johnson will not be entitled to compensation under the Company’s Non-Employee Director Compensation Policy, a copy of which is filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
No family relationships exist between Mr. Johnson and any of the Company’s other directors or executive officers. Other than the Advisory Agreement and the indemnification agreement, there are no related party transactions, between the Company and Mr. Johnson reportable under Item 404(a) of Regulation S-K.
2
