Infleqtion, Inc.
For the period ended Jun 30, 2026. Filed Aug 18, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 18, 2026
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
Limitations on Effectiveness of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report. Based on such evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2026 due to the material weaknesses described below.
Internal Control Over Financial Reporting
Material Weaknesses
In connection with the preparation of its financial statements for the years ended December 31, 2025 and December 31, 2024, Legacy Infleqtion identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified pertained to:
not having sufficient personnel within the accounting function to facilitate proper segregation of duties over the review of journal entries;
not having sufficient personnel to perform effective risk assessment and maintain effective internal controls over the review of accounting transactions;
throughout 2025, failing to design and maintain effective monitoring controls at a sufficient level of precision over the accounting performed by our U.K. subsidiary; and
failing to implement controls and a system of review and approval for entries and changes to the system of record for equity.
As of December 31, 2026, we will be subject to the provisions of Section 404(b) of the Sarbanes-Oxley Act and the evaluation of the control environment is ongoing. During 2026, we have identified pervasive ineffective general information technology controls for information technology systems, which resulted in the corresponding failure of automated process level controls and manual controls dependent on the accuracy and completeness of information derived from those information technology systems.
Remediation Activities
To date, we have taken the following steps to begin to remediate these material weaknesses:
we replaced our accounting software with one that is more robust and suitable for a publicly reporting company and have continued to enhance our information technology environment, including the design and implementation of controls over system access, change management and other information technology general controls;
we began the design and implementation of controls related to restricting user and privileged access to appropriate personnel, including as it relates to segregation of duties;
we consulted with experts on technical accounting matters, internal controls and in the preparation of our financial statements;
we began implementing a risk assessment process and enhancing controls to ensure proper oversight over accounting related to significant accounts and transactions including at our UK subsidiary;
we commenced a process of hiring additional accounting and finance resources with relevant public company experience
we transitioned our system of record for equity to a third party registrar and transfer agent and continued to enhance our internal equity processes and related training
held workshops and trainings to reinforce control concepts and responsibilities for control performers; and
hired internal and third-party experts to assist with information technology control implementation and execution.
These material weaknesses will not be considered remediated until management completes the design and implementation of the measures described above and the controls operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. This remediation process, including testing the effectiveness of the remediation efforts, may extend into 2027.
Changes in Internal Control Over Financial Reporting
Except with respect to the remediation activities discussed above, there have been no changes in our internal control over financial reporting during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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