8-K: Current report
Published on February 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously announced, on September 8, 2025, Churchill Capital Corp X, a Cayman Islands exempted company (“Churchill”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among Churchill, AH Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Churchill, AH Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Churchill, and ColdQuanta, Inc. (d/b/a Infleqtion), a Delaware corporation (“Infleqtion”). Pursuant to the Merger Agreement, the parties have agreed to consummate certain transactions (collectively, the “Business Combination”), subject to the terms and conditions of the Merger Agreement.
On January 23, 2026, in connection with the Business Combination, Churchill and Infleqtion jointly filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (No. 333-295282) (as amended from time to time, the “Registration Statement”) containing a proxy statement/prospectus (such proxy statement/prospectus in definitive form, the “Proxy Statement”), which Registration Statement was declared effective by the SEC on January 23, 2026, and Churchill commenced mailing the Proxy Statement on January 23, 2026.
On February 12, 2026, Churchill held an extraordinary general meeting of its shareholders (the “Shareholder Meeting”), at which holders of 13,920,167 Class A Ordinary Shares and 10,350,000 Class B Ordinary Shares (collectively, the “Ordinary Shares”) as of January 13, 2026, the record date for the Shareholder Meeting, were present in person, virtually over the internet or by proxy, representing approximately 46.629% of the voting power of the Ordinary Shares as of the record date, and constituting a quorum for the transaction of business at the Shareholder Meeting. The proposals listed below are described in more detail in the Proxy Statement.
At the Shareholder Meeting, the shareholders approved the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal (each as defined in the Proxy Statement, and collectively, the “Shareholder Proposals”), which Shareholder Proposals are further described on pages 146 - 248 of the Proxy Statement, which are hereby incorporated by reference herein.
The voting results for each of the Shareholder Proposals were as follows:
Proposal No. 1: The Business Combination Proposal
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained | ||
| 22,111,101 | 2,140,329 | 18,737 |
Proposal No. 2: The Domestication Proposal
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained | ||
| 21,974,462 | 2,148,652 | 147,053 |
Proposal No. 3: The Organizational Documents Proposal
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained | ||
| 21,677,688 | 2,439,682 | 152,797 |
Proposal No. 4: The Advisory Organizational Documents Proposal
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained | ||
| 21,051,136 | 3,074,972 | 144,059 |
Proposal No. 5: The Stock Issuance Proposal
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained | ||
21,979,976 |
2,147,712 |
142,479 |
Proposal No. 6: The Incentive Plan Proposal
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained | ||
21,578,599 |
2,531,445 |
160,123 |
Proposal No. 7: The ESPP Proposal
Ordinary Shares Voted For |
Ordinary Shares Voted Against |
Ordinary Shares Abstained | ||
21,626,815 |
2,477,631 |
165,721 |
Proposal No. 8: The Director Election Proposal
Names |
Ordinary Shares Voted For | Ordinary Shares Abstained | ||||||
Class I Nominees: |
||||||||
Eric Bjornholt |
21,984,003 | 2,286,164 | ||||||
Dawn Meyerriecks |
21,693,764 | 2,576,403 | ||||||
Class II Nominees: |
||||||||
David Singer |
21,982,816 | 2,287,351 | ||||||
Kristina Johnson |
21,668,641 | 2,601,526 | ||||||
Class III Nominees: |
||||||||
Matthew Kinsella |
21,979,366 | 2,290,801 | ||||||
Catherine Lego |
21,979,758 | 2,290,409 | ||||||
As there were sufficient votes to approve the above proposals, Proposal No. 9, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.
| Item 7.01 | Regulation FD Disclosure. |
On February 12, 2026, Churchill issued a press release announcing the approval of all of the proposals presented at the Shareholder Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Churchill X under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K (this “Current Report”) will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
| Item 8.01 | Other Events. |
Shareholders holding 37,821 Class A Ordinary Shares, representing approximately 0.09% of the Class A Ordinary Shares outstanding, exercised their right to redeem such shares for a pro rata portion of the funds in the trust account resulting in only $388,453.90 (approximately $10.27 per share) being removed from the Company’s trust account to pay such shareholders. As a result, at close of the Business Combination, Churchill will deliver approximately $551.4 million of gross transaction proceeds to Infleqtion, consisting of approximately $424.8 million of proceeds from the trust account and $126.5 million of proceeds from Churchill’s previously announced private placement.
Based on the approval of the Domestication Proposal at the Shareholder Meeting, on February 12, 2026, Churchill will effect a deregistration under the applicable provisions of Churchill’s current articles of association and Section 206 of the Companies Act (As Revised) of the Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Churchill’s jurisdiction of incorporation will change from the Cayman Islands to the State of Delaware. Effective upon the Domestication, the continuing entity will be renamed “Infleqtion, Inc.” and existing shareholders of Churchill will hold shares of common stock in Infleqtion, Inc. rather than ordinary shares in a Cayman Islands company.
Based on the results of the Shareholder Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement, the transactions contemplated by the Merger Agreement are expected to be consummated promptly. In connection with the Business Combination, Churchill intends to apply to have the post-Business Combination company common stock listed on The New York Stock Exchange (“NYSE”) under the symbol “INFQ,” and the post-Business Combination company will change its name to “Infleqtion, Inc.” It is a condition to the consummation of the Business Combination that the shares of post-Business Combination company common stock to be issued (or reserved for issuance) in the Business Combination have been listed on NYSE or any other stock exchange mutually agreed upon by Churchill and Infleqtion and shall be eligible for continued listing immediately following the closing, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Merger Agreement.
Forward Looking Statements
This Current Report 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 and Churchill.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause Infleqtion’s or Churchill’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: 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; the combined company’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 the combined company or the expected benefits of the proposed transaction; the risk that shareholders of Churchill could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; 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 or Churchill; failure to realize the anticipated benefits of the proposed transaction; the ability of Churchill or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described in Churchill’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, Churchill or the combined company resulting from the proposed transaction 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 and Churchill’s management as of the date of this communication; subsequent events and developments may cause their assessments to change. While Infleqtion and Churchill 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. An investment in Churchill is not an investment in any of our founders’ or sponsors’ past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of Churchill, which may differ materially from the performance of our founders’ or sponsors’ past investments.
| Item 9.01. | Financial Statements and Exhibits. |
(d)
Exhibit Number |
Description | |
| 99.1 | Press Release, dated February 12, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
Dated: February 12, 2026
| CHURCHILL CAPITAL CORP X | ||
| By: | /s/ Jay Taragin | |
| Name: | Jay Taragin | |
| Title: | Chief Financial Officer | |