10-K

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

10-K

(Mark one)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number:

001-42646

Infleqtion, Inc.

(Exact name of registrant as specified in its charter)


Delaware		86-1946291
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1315 West Century Drive, Suite 150

Louisville,

80027

(303) 440-1284

(Address including zip code, and telephone number including area code, of registrant’s principal executive offices)

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


Title of each class	Trading Symbol(s)	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

Securities registered pursuant to Section 12(g) of the Exchange Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b). ☐

The aggregate market value of the registrant’s outstanding units, each consisting of one Class A Ordinary Share and one-quarter redeemable warrant (collectively, a “Unit”), other than Units held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Units on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, as reported on the Global Market tier of The Nasdaq Stock Market LLC, was $426,448,980.

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒

As of March 20, 2026, there were 216,471,927 shares of common stock of the registrant issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

INTRODUCTORY NOTE

Churchill Capital Corp X (“CCX”) was originally incorporated under the laws of the Cayman Islands on January 4, 2024 as 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.

On May 15, 2025, CCX consummated its initial public offering (“IPO”), following which their public units began trading on the Nasdaq Global Market (“Nasdaq”), and upon separation, their Class A ordinary shares (“Class A Ordinary Shares”) and public warrants (“Public Warrants”) began trading on Nasdaq.

On September 8, 2025, CCX and ColdQuanta, Inc. (d/b/a Infleqtion) (“Legacy Infleqtion”) announced that they entered into an Agreement and Plan of Merger and Reorganization, dated September 8, 2025 (as amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among CCX, AH Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of CCX (“Merger Sub I”), AH Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of CCX (“Merger Sub II,” and, together with Merger Sub I, “Merger Subs”), and Legacy Infleqtion, which, among other things and subject to the terms and conditions contained therein, provided for (a) the transfer of the registration of CCX 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 (renamed as “Infleqtion Quantum, LLC”) continuing as the surviving entity and as a wholly owned subsidiary of CCX (which was renamed as “Infleqtion, Inc.”) (collectively, the “Mergers,” and, together with the Domestication and other transactions contemplated by the Merger Agreement and the related agreements, the “Business Combination”).

On February 12, 2026, CCX held an extraordinary general meeting of shareholders of CCX (the “Special Meeting”) where the shareholders of CCX considered and approved a number of matters, including the consummation of the Business Combination. Following the Special Meeting, on that same day, CCX 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 CCX was domesticated and continues as a Delaware corporation, changing its name to “Infleqtion, Inc.” Immediately prior to the Domestication, each then-issued and outstanding Class B ordinary share, par value $0.0001 per share, of CCX (“CCX 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 CCX (“CCX Class A Ordinary Share”). Further, in connection with the Domestication: (a) each then-issued and outstanding CCX 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 Public Warrant to acquire CCX 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 CCX 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, we consummated the transactions contemplated by the Merger Agreement and effected the Business Combination. In connection with the closing of the Business Combination (the “Closing”), we moved the listing of our common stock and warrants from Nasdaq to The New York Stock Exchange (“NYSE”) and changed the trading symbols of our common stock and warrants from “CCCX” and “CCCXW,” to “INFQ” and “INFQ WS,” respectively.

Unless the context indicates otherwise, the terms “we,” “us” and “our” refer to Infleqtion, Inc. and our consolidated subsidiaries, references to the “Company” refer to the historical operations of CCX prior to the Closing and to the combined company and its subsidiaries following the Closing, and references to “Infleqtion” refer to the historical operations of Legacy Infleqtion prior to the Closing and the business of the combined company and its subsidiaries following the Closing. Because we closed the Business Combination after the end

Table of Contents

of our fiscal year, this Annual Report on Form

10-K

(the “Annual Report”) principally describes our business and operations following the Closing of the Business Combination, but includes the financial statements of CCX and related Management’s Discussion and Analysis of Financial Condition and Results of Operations, which describe the business, financial condition, results of operations, liquidity and capital resources of CCX prior to the Business Combination, and disclosure in “Item 14. Principal Accounting Fees and Services” relates to fees paid in respect of CCX’s financial statements. Substantially concurrently with the filing of this Annual Report, we will be filing an amendment to our Current Report on Form

8-K,

initially filed on February 17, 2026, which will include the audited financial statements of Legacy Infleqtion for the year ended December 31, 2025 and related Management’s Discussion and Analysis of Financial Condition and Results of Operations. Interested parties should refer to our Current Reports on Form

8-K

for more information.

The information included

SEC Form 10-K filed by Infleqtion Inc.