Announcement • Feb 14
ColdQuanta, Inc completed the acquisition of Churchill Capital Corp X (NasdaqGM:CCCX) from group of shareholders in a reverse merger transaction.
ColdQuanta, Inc executed letter of intent to acquire Churchill Capital Corp X (NasdaqGM:CCCX) from group of shareholders in a reverse merger transaction on June 30, 2025. ColdQuanta, Inc. entered into a definitive business combination agreement to acquire Churchill Capital Corp X from group of shareholders in a reverse merger transaction for $1.8 billion on September 8, 2025. The consideration consists of common equity of ColdQuanta, Inc. to be issued for common equity of Churchill Capital Corp X. The consideration consists of common equity of ColdQuanta, Inc. to be issued for common equity of Churchill Capital Corp X. As part of consideration, an undisclosed value is paid towards Seed II Preferred Stock common equity, an undisclosed value is paid towards Seed Preferred Stock common equity, an undisclosed value is paid towards Series A Preferred Stock common equity, an undisclosed value is paid towards Series B Preferred Stock common equity, an undisclosed value is paid towards Series B-1 Preferred Stock common equity, an undisclosed value is paid towards Series C Preferred Stock common equity, an undisclosed value is paid towards Series C-1 Preferred Stock common equity and an undisclosed value is paid towards common equity of Churchill Capital Corp X. Over $540 million of gross transaction proceeds is expected from transaction, including over $125 million of incremental financing via a common stock PIPE raised at the transaction value from leading existing and new institutional investors: Maverick Capital, Counterpoint Global (Morgan Stanley), Glynn Capital, BOKA Capital, and LCP Quantum, among others. Churchill Capital Corp X will be renamed to Infleqtion, Inc. As of January 5, 2026, ColdQuanta filed for registration document. Based on the approval of the domestication proposal by Churchill X’s shareholders, Churchill X will effect a deregistration, pursuant to which Churchill’s jurisdiction of incorporation will change from the Cayman Islands to the State of Delaware.
Churchill X, whose shares of common stock, warrants and units are currently listed on The Nasdaq Stock Market LLC, will delist from Nasdaq. Shares of common stock and warrants of the post-combination company, Infleqtion, will be listed on the New York Stock Exchange beginning on February 17, 2026, under the ticker symbols “INFQ” and “INFQ WS”, respectively.
The transaction is subject to the applicable waiting period(s) under the HSR Act, UK NSI Approval, FIRB Approval, Churchill Capital shareholders approval, ColdQuanta shareholders approval and Effectiveness of Registration Statement. The boards of directors of both ColdQuanta and Churchill X have each unanimously approved the proposed business combination. As on February 12, 2026, Registration Statement was declared effective by the SEC and the transaction has been approved by Churchill Capital Corp X shareholders. The closing is expected to occur on February 13, 2026, subject to satisfaction of customary closing conditions.
Citigroup Global Markets Inc. acted as financial advisor for Churchill Capital Corp X. Greg Astrachan, Sean Ewen and Esther Chang of Willkie Farr & Gallagher LLP acted as legal advisor for Churchill Capital Corp X. Ocean Tomo, LLC acted as financial advisor and fairness opinion provider to Churchill Capital Corp X. Ogier LLP, Investment Arm acted as legal advisor for Churchill Capital Corp X. Latham & Watkins LLP acted as legal advisor for Churchill Capital Corp X. Ellenoff Grossman & Schole LLP acted as legal advisor for Churchill Capital Corp X. J.P. Morgan Securities LLC acted as financial advisor for ColdQuanta, Inc. Garth Osterman, Mike Nelson, Peter Byrne and Kristin VanderPas of Cooley LLP acted as legal advisor for ColdQuanta, Inc. The Klein Group, LLC acted as financial advisor to Churchill Capital Corp X. The Klein Group, LLC will receive A fixed cash retainer fee of $250,000 per quarter. The initial payment will be due on the first business day of the month immediately after the end of the first fiscal quarter following the Effective Date with subsequent payments due every three months thereafter and ending on the expiration or termination of this Agreement. Morrow & Co., LLC acted as proxy solicitor to CCCX and will receive a fee of $0.03 million. Continental Stock Transfer & Trust Company acted as transfer agent to CCCX.
ColdQuanta, Inc completed the acquisition of Churchill Capital Corp X (NasdaqGM:CCCX) from group of shareholders in a reverse merger transaction on February 13, 2026.
