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

There have been no material changes to the risk factors disclosed in Part I, Item 1A, “Risk Factors” of our Annual Report on FromForm 10-K for the year ended December 31, 2025.

The following discussion and analysis of the financial condition and results of operations of Infleqtion, Inc. (and its predecessor operations, ColdQuanta, Inc. (d/b/a Infleqtion) (“Legacy Infleqtion”), collectively referred to as the “Company,” “we,”“us,” or “our”) should be read together with our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto and Management’Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2025, included in the Current Report on Form 8-K/A, which has been filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026. This discussion contains forward-looking statements, which are subject to a number of risks and uncertainties, including those discussed in the “Risk Factors” and “Special Note Regarding Forward-Looking Statements” sections of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025.

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 proprietyproprietary 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.

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 MarchJune 31,30, 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”).

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 - Business Combination to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further discussion of the Business Combination.

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.outstanding. 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.

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$10.00 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 statementsstatement of operations and comprehensive loss during the three months ended March 31, 2026. Of this amount, $10.7 million was paid at the Closing.

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 additionala equitybroader mix of equity-based compensation awards, directors’ and officers’ liability insurance, director compensation, costs associated with implementing and maintaining an effective system of internal control over financial reporting and compliance with the Sarbanes-Oxley Act, 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.

In February 2026, the U.S. Navy awarded us a $1.0 million Phase II 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.

In January 2026, we were 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”). The 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 an end-to-end quantum solution.

Our business has demonstrated continued top-line growth, with revenue increasing to $9.5$23.4 million for the threesix months ended MarchJune 31,30, 2026, compared to $8.3$13.5 million for the threesix months ended MarchJune 31,30, 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 our long-term growth strategy. The following discussion highlights key trends and factors affecting our performance.

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 dependentdepends on our ability to achieve technological milestones while navigatingeffectively thesemanaging risks effectively.associated with technological obsolescence, integration of new technologies, cybersecurity threats and our ability to attract and retain qualified technical personnel.

During the threesix months ended MarchJune 31,30, 2026, approximately 61%,74%, 14%,6%, and 6%3% of total revenue was derived from customers associated with the U.S., U.K. and Australian governments, respectively, compared to approximately 51%,40%, 29%, and 3%,6%, respectively, for the threesix months ended MarchJune 31,30, 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$10.0 million net increase in total revenue during the threesix months ended MarchJune 31,30, 2026.

Product revenue from governmental contracts is primarily derived from development projects resulting in product prototypes or projects to custom engineer a completed product to the customer’s specifications. Product revenue from commercial contracts is derived from the sale of products to commercial customers, primarily from selling TikqerTiqker for position navigation and timing (“PNT”) use cases. Revenues under governmental contracts are generally recognized over time as we satisfy our performance obligations based on the extent of progress towards contract completion and product revenue under commercial contracts is generally recognized at a point in time when we satisfy our performance obligations and control of the product transfers to the customer.

Other, net consists primarily of income from refundable research and development tax credits, interest expense related to borrowings and gains or losses resulting from fluctuations in exchange rates during the reporting period on unsettled transactions and outstanding balances with foreign subsidiaries, vendors or customers.customers, and adjustments to investments in equity securities without readily determinable fair values, including impairment charges and changes resulting from observable transactions. Our exposure to foreign currency risk reflects our international operations and contracts, which are subject to changes in currency values.

Comparison of the three months ended MarchJune 31,30, 2026 and 2025

Total cost of revenue increased by $2.5$6.8 million, or 52%,147%, to $7.5$11.4 million for the three months ended MarchJune 31,30, 2026, compared to $4.9$4.6 million for the three months ended MarchJune 31,30, 2025. The increase was primarily drivenattributable byto a $0.9 million increase in stock-based compensation expense due to additional grants upon the Closing of the Business Combination and $1.6 million$3.3 increase in subcontractor expense primarily related to the QGG contract.contract, and a $1.7 million increase in stock-based compensation, primarily due to higher equity award activity and the front-loaded recognition of expense under the graded attribution method following the Closing of the Business Combination.

Research and development expense increased by $4.8$7.4 million, or 93%,139%, to $10.0$12.7 million for the three months ended MarchJune 31,30, 2026, compared to $5.2$5.3 million for the three months ended MarchJune 31,30, 2025. The increase was primarily drivenattributable byto a $2.3$4.7 million increase in stock-based compensation expenseexpense, primarily due to additionalhigher grantsequity uponaward activity and the front-loaded recognition of expense under the graded attribution method following the Closing of the Business Combination,Combination; $1.6a $1.5 million increase in payroll and other compensation costs in the U.S. and U.KU.K., primarily attributable to increased personnel supporting the Tiqkersadvancement andof quantumour computerlogical platformsqubit maintenance activitiesroadmap and general research and development supportactivities, functionsa $0.4 million increase in transaction-driven employer tax expense on stock option exercises by international employees and a $0.5$0.9 million increase in material costs.

Interest income increased by $2.8$4.3 million, or 799%,598%, to $3.2$5.0 million for the three months ended MarchJune 31,30, 2026, compared to $0.4$0.7 million for the three months ended MarchJune 31,30, 2025. The increase was primarily drivenattributable byto anhigher increase in ourbalances invested balances in government money market funds and available-for-sale securitiessecurities, fromwhich the prior period,were funded with the proceeds received fromupon the Closing of the Business Combination in February 2026.

We have incurred net losses and used cash in operating activities since inception. Prior to the Business Combination, we have funded our operations primarily through the issuance of convertible redeemable preferred stock, resulting in aggregate gross proceeds of approximately $285.4 million. At the Closing of the Business Combination, our cash position increased significantly primarily due to proceeds of approximately $401.6 million received from funds held in CCX’s trust account and proceeds of approximately $126.5 million received from the PIPE Investment, partially offset by approximately $1.8 million of transaction-related costs which were accounted for as equity issuance related costs and recorded in additional paid in capital, and $10.7 million of transaction-related costs that were expensed as selling, general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss during the threesix months ended MarchJune 31,30, 2026. Following Closing of the Business Combination, our primary sources of liquidity have shifted to cash on hand and available-for-sale securities.

For the threesix months ended MarchJune 31,30, 2026, we incurred a net loss of $30.3$54.4 million, and as of MarchJune 31,30, 2026, we had an accumulated deficit of $261.3$287.9 million. We expect to continue to incur operating losses and higher operating expenses for the foreseeable future as we invest in the development and commercialization of our technologies.

Our cash and cash equivalents consist primarily of cash held in banks, checking deposits, money market funds and highly liquid investments, including short-dated U.S. Treasury securities. As of MarchJune 31,30, 2026, we had cash and cash equivalents,equivalents includingof $59.3 million and restricted cash, of $84.9$1.1 million. Our available-for-sale securities are primarily invested in short- and long-term corporate debt securities and U.S. Treasury securities, generally with longer maturities than those classified as cash equivalents. As of MarchJune 31,30, 2026, we had $484.0$522.5 million of available-for-sale securities.

Based on our current operating plan, management believes that our cash, cash equivalents and available-for-sale securitiessecurities, excluding amounts held for remittance to taxing authorities, as of MarchJune 31,30, 2026 will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least 12 months from the date of this Quarterly Report on Form 10-Q. We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities and available funds from our cash, cash equivalents and available-for-sale securities balances. However, this determination is based upon internal projections and assumptions and is subject to changes in market conditions, business execution and other factors.

At the Closing, Legacy Infleqtion had Series Seed, Series Seed II, Series A, Series B, Series B-1, Series C and Series C1C-1 convertible redeemable preferred stock outstanding. Upon the Closing, all outstanding shares of Legacy Infleqtion’s convertible redeemable preferred stock were automatically surrendered and exchanged for the right to receive shares of CCX common stock based on the Exchange Ratio, representing the Company’s Common Stock after the Closing.

Refer to Note 10 - Convertible Redeemable Preferred Stock to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information about our convertible redeemable preferred stock.

The following table summarizes our condensed consolidated statement of cash flows and cash and cash equivalents, for the threesix months ended MarchJune 31,30, 2026 and 2025 (unaudited; in thousands):

Net cash used in operating activities was $19.2$6.0 million for the threesix months ended MarchJune 31,30, 2026, compared to $7.0$9.7 million for the threesix months ended MarchJune 31,30, 2025, representing a $12.2$3.8 million increasedecrease in cash used. This change was primarily attributable to a $24.3$39.4 million increase in net loss partially offset by an $7.6$18.7 million increase in non-cash operating adjustments and $4.3$24.5 million increase in cash provided by working capital changes.

Non-cash adjustments increased by $7.6$18.7 million for the threesix months ended MarchJune 31,30, 2026 compared to threesix months ended MarchJune 31,30, 2025, primarily due to an $7.2$18.5 million increase in stock-based compensation expense and a $0.6$1.5 million increase in the fair value of the contingent obligation related to the Morton acquisition.

Net cash used in investing activities was $433.1$474.2 million for the threesix months ended MarchJune 31,30, 2026, compared to net cash used in investing activities of $0.4$1.1 million for the threesix months ended MarchJune 31,30, 2025.2025, an increase of $473.1 million. The $432.7 million changeincrease was primarily drivenattributable byto a $444.2$529.7 million increase in purchases of available-for-sale securities purchases during the three months ended March 31, 2026,securities, partially offset by ana $11.4$60.2 million increase in available-for-sale securities maturities. Net cash used in investing activities for the six months ended June 30, 2026 also included $3.0 million for the purchase of a non-marketable equity investment in a privately held company.