Infleqtion, Inc.

Current report

Our vision is to harness the power of quantum to expand human potential.

Current report

We are developing and commercializing quantum technology products as part of a full-stack platform, which currently includes offerings such as quantum sensing, quantum computing and software. Our quantum-enabled solutions are focused on addressing the world’s most pressing challenges, with technologies actively deployed across a number of sectors today, including defense and security, artificial intelligence (“AI”), energy optimization, space and frontier, materials discovery and cybersecurity. Our approach is grounded in an integrated quantum technology platform, from foundational technology to advanced hardware and propriety software, all built on neutral atoms, nature’s ideal qubits, which enable an adaptable, scalable and high-fidelity path to quantum advantage across multiple applications.

Current report

Today, our high-performance quantum clocks and quantum radio frequency (“RF”) sensors are already delivering quantum advantage, such as sensing the world with superior precision relative to classical state-of-the-art systems and unlocking new classes of national security and commercial applications. We are also pioneering the development of next-generation quantum inertial and gravimetric sensors for navigation in GPS-denied environments, including in space and underwater, subterranean exploration and mapping, and earth science and climate monitoring. Our sensing products are designed to function outside laboratory settings and are targeted for real-world deployment. These products are complemented by our flagship quantum computing system, Sqale, a room-temperature quantum computer with demonstrated high fidelity (99.73%controlled-Z (“CZ”) gate), the industry’s largest neutral atom array outside of a research institution. As of March 31, 2026, the Company has achieved 12 logical qubits. Our quantum sensors and computers are supported by our proprietary software. Our software applications enable customers to develop and execute optimization and quantum computing workloads using quantum and classical computing hardware. Superstaq, which serves as a control panel for future hybrid quantum-classical workflows, compiles and optimizes quantum circuits for multiple quantum computing modalities. Superstaq is currently deployed with a limited number of customers using third-party quantum computing hardware platforms, including platforms not based on neutral atom architectures such as our Sqale processor. In addition, we sell contextual machine learning (“CML”) software, based on quantum physics principles, which provides AI software running on classical graphics processing units (“GPUs”).

Current report

We work with a diverse set of customers and strategic partners globally, serving organizations in national security, critical national infrastructure, scientific discovery and advanced computing sectors. Our partners and customers include the U.S. Department of Defense, Defense Advanced Research Projects Agency (“DARPA”), NASA, Lockheed Martin, NVIDIA, Science Applications International Corp, Safran Electronics & Defense (“Safran”) and the U.K. National Quantum Computing Centre. We generate revenue today through multiple channels and are scaling a global pipeline of strategic engagements.

Current report

We operate our business as a single operating and reportable segment. This determination is based on how the chief operating decision maker (“CODM”), our Chief Executive Officer, manages the business for the purpose of assessing performance and resource allocation.

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Recent Developments

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Business Combination

Current report

On February 13, 2026 (the “Closing), the business combination (“Business Combination”) between Churchill Capital Corp X (“CCX”) and Legacy Infleqtion was consummated pursuant to the definitive agreement and plan of merger and reorganization (the “Merger Agreement”), dated September 8, 2025. In connection with the closing of the Business Combination (the “Closing”), CCX changed its name to Infleqtion, Inc. Refer to Note 3 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further discussion of the Business Combination.

Current report

At the Closing, each issued and outstanding share of Legacy Infleqtion common stock, preferred stock and restricted stock was automatically surrendered and exchanged for the right to receive shares of CCX common stock, par value $0.0001 per share, based on a defined exchange ratio (the “Exchange Ratio”) of approximately 0.34740312, representing shares of the Company’s Common Stock after the Closing.

Current report

Immediately following the Business Combination, there were 216,471,927 shares of the Company’s Common Stock and 10,424,967 warrants outstanding, which amounts remained unchanged as of March 31, 2026. The warrants represent CCX warrants that became warrants of the Company, exercisable for shares of the Company’s Common Stock, upon the Closing of the Business Combination.

Current report

Our Common Stock and warrants commenced trading on the New York Stock Exchange under the symbols “INFQ” and “INFQ WS”, respectively, on February 17, 2026.

Current report

In connection with the Closing, CCX delivered approximately $528.2 million of gross transaction proceeds to Infleqtion, consisting of $401.6 million of proceeds from the trust account and operating cash accounts and $126.5 million of proceeds from a previously announced private investment in public equity (the “PIPE Investment”). The PIPE Investment was completed pursuant to subscription agreements entered into on September 8, 2025, under which the Company issued an aggregate of 12,654,760 shares of common stock at a value of $10.0 per share. Total direct and incremental transaction costs incurred by Legacy Infleqtion and recognized as a reduction of additional paid in capital were approximately $9.3 million of which $1.8 million were paid at the Closing and the remaining $7.5 million were previously incurred and capitalized as deferred offering costs. Certain other costs in the amount of $11.5 million, associated with the Business Combination, did not qualify for capitalization and were expensed as selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss during the three months ended March 31, 2026. Of this amount, $10.7 million was paid at the Closing.

Current report

In addition, in connection with the Business Combination, holders of 37,821 CCX Class A ordinary shares exercised their redemption rights, representing approximately 0.09% of the outstanding CCX Class A ordinary shares, resulting in approximately $0.4 million being removed from the trust account.

Current report

Although CCX is the legal acquirer in the Business Combination, for financial reporting purposes under U.S. generally accepted accounting principles (“GAAP”), Legacy Infleqtion was the accounting acquirer and CCX was treated as the acquired company. Accordingly, the Business Combination was accounted for as a reverse recapitalization.

Current report

At the Closing, Legacy Infleqtion became the accounting acquirer and the successor registrant with the SEC. Accordingly, Legacy Infleqtion’s historical financial statements are presented for all periods in periodic reports filed with the SEC.

Current report

Public Company Costs

Current report

As a result of the Business Combination, we became a publicly traded company and are subject to ongoing public company reporting, governance and compliance requirements. Accordingly, we expect to incur increased ongoing costs related to public company regulatory requirements and customary practices, including additional personnel, stock-based compensation due to additional equity awards, directors’ and officers’ liability insurance, director compensation, and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees. These costs are expected to continue in future periods.

Current report

Contract Awards

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In February 2026, DARPA awarded us a $2.0 million contract through the Heterogeneous Architectures for Quantum (“HARQ”) program. The award supports the Company’s development of Multistaq, a next-generation platform designed for heterogeneous quantum systems composed of multiple qubit modalities. These heterogeneous quantum systems have the potential to accelerate scientific discovery, enhance national security decision-making, and support the development of more efficient energy, materials, and infrastructure solutions. We were selected to contribute to Technical Area 1, which focuses on breakthrough quantum circuit compilers that maximize the capabilities of heterogeneous qubit platforms. Multistaq builds on the principles behind our industry-leading Superstaq multimodal compiler, implementing cross-modality and cross-layer optimization techniques to support next-generation quantum architectures.

Current report

In February 2026, the U.S. Navy awarded us a $1.0 million contract to advance our Quantum-Inspired Rapid Context (“QuIRC”) machine learning software platform for RF signal processing. This AI application is powered by our patent-pending GPU-hosted CML technology, which applies quantum principles across machine learning models to capture contextual correlations across large datasets while significantly reducing computational and storage requirements. The Phase II award builds on a successful Phase I feasibility demonstration and will expand the effort to develop an integrated prototype for testing and evaluation in operationally relevant Navy environments.

Current report

In January 2026, we awarded the Company a $5.3 million cost-sharing agreement with the U.S. Department of Energy’s Advanced Research Projects Agency-Energy (“ARPA-E”). Enhancing Neutral-atom Computers for Optimizing Delivery of Energy (“ENCODE”) program intends to optimize energy distribution and utilization across the nation’s electricity grid by developing and validating next-generation computational techniques that employ neutral atom quantum hardware. Via ENCODE, we will advance and upgrade its neutral atom quantum computer hardware and software stack to focus squarely on anend-to-end quantum solution.

Current report

In September 2025, NASA awarded us a $17.0 million contract modification, bringing the total contract value to $20.0 million, for the development of a Quantum Gravity Gradiometer (“QGG”) for space deployment in the initial phase of NASA’s QGG Pathfinder program, for which we are the prime sensor developer and integrator for this groundbreaking space-based gravity sensor.

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Strategic Partnerships

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In April 2026, we announced an integration of our Sqale neutral atom quantum computer and NVIDIA Ising models for calibration and decoding. This milestone marks continued progress on our mission to achieve high counts of logical qubits for commercial applications through tight integration with classical computing, as well as improving quantity and quality of our neutral-atom qubits and gates.

Current report

In December 2025, we announced our strategic partnership with Safran to advance quantum-enabled precision timing solutions for critical global infrastructure. Integrating our Tiqker quantum optical clock technology with Safran’s trusted synchronization systems enables a GPS-independent timing architecture designed to withstand the most challenging environments. Through this partnership, we are advancing quantum innovation to transform mission-critical operations across defense, aerospace and telecommunications, establishing a new benchmark for secure, resilient, and ultra-precise timing capabilities.

Current report

In November 2025, we announced our strategic partnership with Voyager Technologies, Inc. to advance dual-use quantum technology inlow-Earth orbit and beyond. The collaboration marks a major milestone in the growing convergence of the quantum and aerospace industries. Through this partnership, we are unlocking a completely new class ofdual-use capabilities with quantum timing, sensing and computing in space, strengthening the backbone of next-generation space infrastructure and ensuring mission continuity in increasingly contested domains.

Current report

In October 2025, we announced a groundbreaking partnership with NVIDIA to deploy a NVQLink-enabled quantum supercomputing system at the Illinois Quantum & Microelectronics Park. Through this partnership, we are integrating our Sqale quantum computers with NVIDIA’s GPU-accelerated systems via NVQLink, creating a unified architecture that enables real-time hybrid quantum–classical computing. This collaboration unlocks new possibilities in materials science, clean energy, secure communications and artificial intelligence, while addressing critical scalability challenges for quantum computing.

Current report

In June 2025, we announced a newgo-to-market partnership with SAIC, a leading mission integrator that provides advanced technology solutions to solve and support mission-critical needs across military, intelligence and government agencies. Through this partnership, we are expanding the deployment of quantum sensing technologies, including atomic clocks, quantum RF communication and inertial sensing, into defense and aerospace applications.

Current report

The Company expects that these strategic partnerships will support future growth by expanding market access, enabling joint development opportunities, and accelerating elements of its product and technology roadmaps. While certain partnerships may create opportunities to generate revenue or enhance commercialization pathways, the timing and ultimate financial impact on the Company’s results of operations, including revenue and gross profit, remain subject to a variety of factors, including customer adoption, program execution and market conditions.

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Trends and Key Factors Affecting Performance

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Our business has demonstrated continuedtop-line growth, with revenue increasing to $9.5 million for the three months ended March 31, 2026, compared to $8.3 million for the three months ended March 31, 2025. In February 2026, as discussed above under ‘Business Combination’, the Company completed the Business Combination, which materially strengthened its liquidity position and enhanced its ability to scale operations and support its long-term growth strategy as a public company. Prior private capital raises, including the Company’s Series C convertible redeemable preferred stock financing, supported investment in scaling its quantum computing, sensing, and precision timing platforms and accelerating deployment of field-ready solutions. Management believes the Company’s current capital base enhances our ability to advance product innovation and pursue additional market opportunities, supporting ourlong-term growth strategy. The following discussion highlights key trends and factors affecting our performance.

Current report

Technology Milestones

Current report

Many of our contracts with customers are dependent on our ability to demonstrate the technological feasibility of our products and services, as well as research and development of technology for quantum hardware and software, and materials science applications. These milestones include demonstrating materials science applications for high-fidelity quantum simulations, released CML capabilities to optimize hybrid quantum-classical workflows and expanding our portfolio of deployable Tiqker optical clocks for military and enterprise customers. We risk the potential that our technology may become obsolete, as advancements in quantum technologies occur rapidly, necessitating additional investments. Additionally, integrating new technologies into our existing capabilities creates additional risks, such as compatibility with existing systems. Our business is dependent on our ability to achieve technological milestones while navigating these risks effectively.

Current report

Across our technology organization, generative AI (“GenAI”) adoption has significantly enhanced productivity, particularly for software engineering as many of the mechanical aspects of software development have been replaced or accelerated by GenAI tooling, dramatically reducing the time required to complete repetitive, manual processes. In other less mechanical software development areas of our business which are deeply grounded in scientific research, GenAI serves as an accelerant.

Current report

Government Funding

Current report

A significant portion of our business is conducted with various governments, including agencies of the U.S., U.K., Australian and Japanese governments. Changes in government spending levels and the timely funding thereof could impact our financial performance. The long-term outlook for our business is influenced by government funding priorities, the diversity of our programs and customers, and our ability to evolve our products and services and successfully execute on our contracts. Strong international demand for our products and services presents opportunities for our business, particularly in the U.K.

Current report

During the three months ended March 31, 2026, approximately 61%, 14%, and 6% of total revenue was derived from customers associated with the U.S., U.K. and Australian governments, respectively, compared to approximately 51%, 29%, and 3%, respectively, for the three months ended March 31, 2025. Government contracts are subject to periodic expiration and renewal in the ordinary course of business. The expiration of certain U.K. government contracts resulted in a decrease in revenue, which was more than offset by increased revenue from U.S. and Australian government contracts, resulting in a $1.2 million net increase in total revenue during the three months ended March 31, 2026.

Current report

Our government contracts typically involve defined phases or fixed terms, and it is common for individual contracts to expire as programs conclude or transition to new phases orfollow-on arrangements. Accordingly, our ability to grow revenue in future periods will depend, in part, on our success in securing new government contracts andfollow-on awards to replace or expand upon expiring programs.

Current report

Partnership Opportunities

Current report

Our future growth depends in part on our ability to successfully identify and enter into strategic partnership opportunities. We have historically entered into partnerships with major technology companies and academic organizations to enhance our capabilities through access to intellectual property, improve operational efficiencies, increase supply chain resilience and expand our addressable market. We expect we will continue to explore and enter new academic and commercial partnership opportunities that we believe are complementary to our business.

Previous report

References in this Quarterly Report on Form 10-Q (this “Report”) to “we,” “us” or the “Company” refer to Churchill Capital Corp X. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Churchill Sponsor X LLC, an affiliate of M. Klein and Company, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

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Cautionary Note Regarding Forward-Looking Statements

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All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, Business Combination and financing thereof, and related matters and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Previous report

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in this Report under Item 1. “Financial Statements”.

Previous report

We are a blank check company incorporated in the Cayman Islands on January 4, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified. We intend to effectuate our initial Business Combination using cash derived from the proceeds of the Initial Public Offering consummated on May 15, 2025 and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

Previous report

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Previous report

Our IPO Registration Statement became effective on May 13, 2025. On May 15, 2025, we consummated our Initial Public Offering of 41,400,000 Public Units, including 5,400,000 Public Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share andone-quarter of one Public Warrant. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $414,000,000.

Previous report

Simultaneously with the closing of the Initial Public Offering and pursuant to the private placement units purchase agreement, dated May 13, 2025, by and between the Company and the Sponsor (the “Private Placement Units Purchase Agreement”), we completed the sale of 300,000 Private Placement Units to the Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $3,000,000. The Private Placement Units (and underlying securities) are identical to the Public Units, except as otherwise disclosed in the IPO Registration Statement.

Previous report

Following the closing of the Initial Public Offering and Private Placement, an aggregate amount of $414,000,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee. The Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or (iii) as cash or cash items (including in demand deposit accounts) at a bank as determined by us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.

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We have until May 15, 2027 (24 months from the closing of the Initial Public Offering) (or until August 15, 2027 if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by May 15, 2027), or until such earlier liquidation date as our Board may approve or such later date as our shareholders may approve pursuant to the Amended and Restated Memorandum and Articles of Association, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Previous report

ColdQuanta Business Combination

Previous report

On September 8, 2025, the Company entered into the Merger Agreement by and among Merger Sub I, Merger Sub II and ColdQuanta. Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect the First Merger, and immediately following the First Merger, Second Merger.

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Results of Operations

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We have neither engaged in any operations nor generated any revenues to date. Our only activities since January 4, 2024 (inception) through September 30, 2025, have been (i) organizational activities, those necessary and (ii) activities relating to the Initial Public Offering, described above, and (iii) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after the completion of our initial Business Combination. We have generatednon-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

Previous report

For the three months ended September 30, 2025, we had a net loss of $33,384,811, which consists of change in fair value of subscription agreement liability of $30,499,229 and general and administrative costs of $1,234,544 which includes subscription agreement expense of $6,044,986, partially offset by income earned on marketable securities held in the Trust Account of $4,393,948.

Previous report

For the nine months ended September 30, 2025, we had a net loss of $31,429,725, which consists of change in fair value of subscription agreement liability of $30,499,229 and general and administrative costs of $1,437,976 which includes subscription agreement expense of $6,044,986, partially offset by income earned on marketable securities held in the Trust Account of $6,552,466.

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For the three months ended September 30, 2024, we had a net loss of $69, which consisted of general and administrative costs.

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For the period from January 4, 2024 (inception) through September 30, 2024, we had a net loss $51,910, which consisted of general and administrative costs.

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Factors That May Adversely Affect our Results of Operations

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Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our results of operations and our ability to complete an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our results of operations and our ability to complete an initial Business Combination.

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Liquidity and Capital Resources

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Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B Ordinary Shares by the Sponsor and loans from the Sponsor.

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On May 15, 2025, we consummated the Initial Public Offering of 41.4 million Public Units, each Public Unit consisting of one Class A Ordinary Share andone-fourth of one Public Warrant exercisable at an exercise price of $11.50 for one Class A Ordinary Share, which amount includes the full exercise of the underwriters’ over-allotment option of 5.4 million Public Units, generating gross proceeds of $414,000,000. Simultaneously, we consummated the sale of the Private Placement of 300,000 Private Placement Units for an aggregate of $3,000,000. Separately, an affiliate of BTIG, the representative of the underwriters for the Initial Public Offering, invested $500,000 in, and was admitted as a member of, the Sponsor in connection with the closing of the Initial Public Offering in exchange for interests in the Sponsor corresponding to 50,000 Private Placement Units and 200,000 Founder Shares.

Previous report

Following the Initial Public Offering and the Private Placement, a total of $414,000,000 was placed in the Trust Account. We incurred $4,638,840 in offering expenses, consisting of $3,000,000 of deferred underwriting fee, and $1,638,840 of other offering costs.

Previous report

For the nine months ended September 30, 2025, cash used in operating activities was $1,839,321. Net loss of $31,429,725 was affected by change in fair value of subscription agreement liability of $30,499,229, subscription agreement expense of $6,044,986, income earned on marketable securities held in the Trust Account of $6,552,466 and payment of operation costs through the IPO Promissory Note of $36,839. Changes in operating assets and liabilities used $438,184 of cash for operating activities.

Previous report

For the period from January 4, 2024 (inception) through September 30, 2024, cash used in operating activities was $0. Net loss of $51,910 was affected by payment of formation costs through issuance of Class B Ordinary Shares of $4,827 and payment of operation costs through the IPO Promissory Note of $33,620. Changes in operating assets and liabilities provided $13,463 of cash for operating activities.

Previous report

As of September 30, 2025, we had marketable securities held in the Trust Account of $419,552,466 consisting of U.S. government treasury obligations with maturity of 185 days or less or interests in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less permitted withdrawals), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous report

As of September 30, 2025, we had cash of $1,135,562. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous report

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete a Business Combination, we would repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per unit at the option of the lender. Such units and their underlying securities would be identical to the Private Placement Units. As of September 30, 2025 and December 31, 2024, the Company had no borrowings under any Working Capital Loans.

Previous report

Additionally, to fund working capital the Company has permitted withdrawals available up to an annual limit of $1,000,000. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. For the three and nine months ended September 30, 2025, the Company has withdrawn $1,000,000 in interest from the Trust Account for working capital purposes and has no further amounts available for permitted withdrawals until May 15, 2026, which is the 1-year anniversary of the Initial Public Offering.

Previous report

In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of September 30, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial statements. The Company cannot assure that its plans to consummate an initial Business Combination will be successful.

Previous report

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertakingin-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

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Off-Balance Sheet Arrangements

Previous report

We have no obligations, assets or liabilities, which would be consideredoff-balance sheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitatingoff-balance sheet arrangements. We have not entered into anyoff-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased anynon-financial assets.

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Contractual Obligations

Previous report

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to reimburse the managing member of the Sponsor in an amount equal to $30,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Previous report

On August 1, 2025, the Company entered into a director agreement (each, a “Director Agreement”) with each of the three independent directors of the Company, pursuant to which, in connection with each director’s continuing service as a director of the Company, the Company agreed to pay each director a cash compensation of $75,000 per annum, beginning on the later of the date of appointment of each director and August 1, 2025. For the three and nine months ended September 30, 2025, the Company incurred $37,500 and $37,500 in fees related to the Director Agreement, and $37,500 is included in accrued expenses within the condensed consolidated balance sheets. For the three months ended September 30, 2024 and for the period from January 4, 2024 (inception) through September 30, 2024, the Company did not incur any fees for these services.

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The underwriters are entitled to a Deferred Discount of up to $3,000,000 in the aggregate, payable only upon the Company’s completion of its initial Business Combination.

Previous report

On September 1, 2025, the Company Citi. as a placement agent for a proposed PIPE offering of equity or equity-linked securities for ColdQuanta. The placement fee payable to Citi is set at 4.0% of the gross proceeds of securities sold in any placement, up to a maximum of $100 million.

Previous report

On September 7, 2025, J.P. Morgan entered into an agreement with the Company to serve as a Co-Placement Agent in connection with the PIPE offering. J.P Morgan and Citi shall be referred to as the agents (the “agents”). As of September 30, 2025, there are not fees that have been incurred in connection with the PIPE Engagement Letters.