CCXI 10-K & 10-Q changes, risk factors and insider trading

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement andStatement, (ii) 2025 Annual Report.Report and (iii) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, as filed May 13, 2026. As of the date of this Report, there have been no material changes with respect to those risk factors.factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

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.”

We have until DecemberMarch 18, 2027 2028 (24 months from the closing of the Initial Public Offering or 27 months from the closing of the Initial Public Offering ifsince we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, 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 a per-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 net of Permitted Withdrawals, 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.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since June 4, 2025 (inception) through March 31,June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination, including the Agility Robotics Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-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.

For the three months ended March 31,June 30, 2026, we had a net incomeloss of $3,171,373,$134,680,744, which consists of general and administrative costs of $693,551, Subscription Agreement expense of $39,072,918 and change in fair value of Subscription Agreement liability of $98,699,277, offset by interest income on marketable securities and cash held in the Trust Account of $3,545,046, offset by general and administrative costs of $373,673.$3,785,002.

Liquidity andLiquidity, Capital Resources and Going Concern

Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $414,000,000 was placed in the Trust Account. We incurred fees of $19,618,232, consisting of $3,000,000 (net of $3,210,000 Underwriter’s reimbursement) of cash underwriting fee, the Deferred FeeFees of $15,990,000 and $628,232 of other offering costs.

As of MarchJune 31,30, 2026, we had $410,097 $1,252,516 of cash in our operating account. As of MarchJune 31,30, 2026, we had a working capital deficit of $635,351.$138,253,457. As of MarchJune 31,30, 2026, $4,094,829 $7,330,048 of the amount earned on funds held in the Trust Account was available for Permitted Withdrawals.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $418,094,829$420,879,831 (including approximately $4,094,829$7,330,048 of interest income less funds released of $1,000,000 for the yearly Permitted Withdrawal). We may withdraw interest from the Trust Account for Permitted Withdrawals. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any Permitted Withdrawals and exclude the Deferred FeeFees), 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 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.

As of MarchJune 31,30, 2026, we had cash held outside of the Trust Account of $410,097.$1,252,516. We 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.

Our liquidity needs through March 31,June 30, 2026 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, (ii) a loan pursuant to the IPO Promissory Note, and (iii) the net proceeds from the consummation of the Initial Public Offering and Private Placement held outside of the Trust Account.

Working Capital Loans and Other Sources

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, 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 intend towill 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 from our Trust Account will be used for such repayment. UpInitially, up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. On August 7, 2026, in connection with the issuance of the August 2026 Note, the Board approved an additional $1,500,000 of Working Capital Loans that 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 underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of MarchJune 31,30, 2026, we did not have any borrowings under any Working Capital Loans.

In connection with ourthe Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” as of MarchJune 31,30, 2026, wethe hadCompany sufficientwill fundsneed forto ourraise workingadditional capital needsthrough untilloans aor minimumadditional of one yearinvestments from theits dateSponsor, ofshareholders, theofficers, financial statementsdirectors, includedor elsewherethird inparties. thisThe Report. WeCompany cannot assure our shareholders that ourits planplans to consummate an initial Business Combination will be successful.

We do not believe that we will need to raise additional funds to meetMoreover, the expendituresCompany required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial 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 Business Combination. Moreover, we maywill need to obtain additional financing either to complete ourits Business Combination or because wethe becomeCompany becomes obligated to redeem a significant number of our Public Shares upon consummationcompletion of ourthe Business Combination, in which case wethe Company may issue additional securities or incur debt in connection with such Business Combination. Accordingly, wethe Company may not be able to obtain additional financing. If wethe are Company is unable to raise additional capital, weit may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We The Company cannot assureprovide ourany shareholdersassurance that new financing will be available to usit on commercially acceptable terms, if at all.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. 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 facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Commencing on December 18, 2025, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of our the Sponsor $30,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Support Agreement. For the three and six months ended MarchJune 31,30, 2026, we incurred $90,000 and $180,000 in fees for these services, respectively. For the period from June 4, 2025 (inception) through June 30, 2025, no fees were incurred for these services.

On March 17, 2026, the Company entered into a director agreement with each of its independent directors, pursuant to which, in connection with each director’s continuing service as a director of the Company, the Company agreed to pay each director cash compensation of $75,000 per annum, beginning on April 1, 2026. For the three and six months ended MarchJune 31,30, 2026, we did not incur$56,250 fees were incurred for these services. For the period from June 4, 2025 (inception) through June 30, 2025, no fees were incurred for these services.

The Underwriter was paid a cash underwriting discount of $3,000,000 (after deduction of $3,210,000 of Underwriter’s reimbursement). Additionally, the Underwriter is entitled to payment of thea Deferred Fee of $15,990,000$15,990,000, of which (x) $14,490,000 was placed in the Trust Account located in the United States and released to the Underwriter only upon the completion of thean initial Business Combination subject and (y) $1,500,000 which was payable to the termsUnderwriter offrom funds available outside the UnderwritingTrust Agreement.Account upon the announcement that the Company has entered into a definitive Business Combination agreement.

Furthermore, pursuant to the Letter Agreement, our Sponsor, directors,directors and officers have agreed that: (x) the Founder Shares shall be subject to atransfer transfer restrictions ofuntil the earlier of (i) six months after the completion of our initial Business Combination and (ii) the date following the completion of our initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; (y) the Private Placement Units (including their underlying securities) shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination; and (z) Any Units, Warrants, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares or Warrants shall be subject to transfer restriction for 180 days.

We have identified the following as our critical accounting policies. See our unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Report for additional information regarding these critical accounting policies and other significant accounting policies.

The preparation of the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Report in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed consolidated financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Report could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. Using a valuation, the Company estimated the fair value of the Public Warrants as of the Initial Public Offering.Offering and the valuing of the Subscription Agreement. Other than estimating the value of the Public Warrants, Warrants and Subscription Agreement, we did not have any other critical accounting estimates as of MarchJune 31,30, 2026.

For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded at their initial fair value on the date of issuance, and each condensed consolidated balance sheet date thereafter. Accordingly, we evaluated and classified the Warrant instruments under equity treatment at its assigned fair value.

Net IncomeLoss Per Ordinary Share

We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net incomeloss per Ordinary Share is computed by dividing net incomeloss applicable to shareholders by the weighted average number of Ordinary Shares outstanding for the applicable periods. We apply the two-class method in calculating earnings per Ordinary Share and allocate net incomeloss pro rata to Class A Ordinary Shares subject to possible redemption, nonredeemable Class A Ordinary Shares and Class B Ordinary Shares. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value is not in excess of the fair value.

Management does not believe that there are any other recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed consolidated financial statements and notes thereto included in this Report under Item 1. “Financial Statements.”