v3.26.1
Stockholders' Equity
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Stockholders' Equity
11. Stockholders’ Equity
On February 17, 2026, the Company’s Common Stock and Public Warrants began trading on the NYSE. Pursuant to the terms of the Company’s amended and restated certificate of incorporation, the Company is authorized to
issue 1,400,000,000
of common stock, par value
 $0.0001
per share (“Common Stock”),
and 100,000,000
shares of preferred stock, par value
of $0.0001 per share.
Common Stock
Holders of Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders. The number of authorized shares of Common Stock may be increased or decreased by the affirmative vote of the majority of holders of outstanding shares of the Company’s capital stock.
Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Board, out of legally available funds. Common Stock is not entitled to preemptive, conversion or subscription rights, and is not subject to redemption or sinking fund provisions. Each holder is entitled to one vote per share on any matter that is submitted to a vote of the Company’s stockholders, including the election of directors, and does not have cumulative voting rights in the election of directors. If the Company becomes subject to a liquidation, dissolution or
winding-up,
the net assets legally available for distribution to stockholders would be distributable ratably among the holders of Common Stock.
As of March 31, 2026 the Company had 216,471,927 shares of Common Stock issued and outstanding.
Preferred Stock
As of March 31, 2026 there were no shares of preferred stock issued or outstanding. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the preferred stock of any series as may be designated by the Board upon any issuance of preferred stock of any series.
Warrants
As of March 31, 2026, the Company had 10,424,967 warrants outstanding. As part of its initial public offering (“IPO”), CCX issued 41,400,000
units, each of which consisted of one Class A Ordinary Share of CCX, par
 
value $0.0001
per share (“Class A Ordinary Shares”), and
one-quarter
of one redeemable warrant (the “Public Warrants”). Simultaneously with the closing of the IPO, CCX completed the sale
of 300,000
pr
ivate
units, each of which consisted of one Class A Ordinary Share and
one-quarter
of one warrant. At Closing, all of the units previously issued separated into their component parts of one Class A Ordinary
Share and one-quarter of
one whole warrant. Immediately thereafter, a mandatory exchange of the Class A Ordinary Shares for shares of Common Stock was effected,
on a one-for-one basis
and each then-issued and outstanding warrant to acquire Class A Ordinary Shares converted automatically into a warrant to acquire a corresponding number of shares of Common Stock, on a one-for-one basis. On February 13, 2026, the units, the Class A Ordinary Shares and the Public Warrants ceased trading on The Nasdaq Capital Market, and subsequently, following the Closing of the Business Combination, the Company’s Common Stock and Public Warrants began trading on the NYSE.
 
Each whole warrant entitles the holder to purchase one share of the Company’s Common Stock at an exercise price of $11.50
per share, subject to adjustment. The warrants became exercisable
beginning 30
days after the consummation of the Company’s Business Combination. The Public Warrants will expire February 13, 2031, or earlier upon redemption or liquidation, while the private placement warrants do not expire except upon liquidation.
The Company may redeem the Public Warrants for $0.01 per warrant, at its option, at any time during the period in which the Public Warrants are exercisable, if the reported last sale price of the Company’s Common Stock equals or exceeds $18.00 per share for the specified trading period and other conditions are met.
Founder Shares
At the Closing, the Company had 10,350,000 shares of common stock (the “Founder Shares”) originally issued to Churchill Sponsor X, LLC (the “Sponsor”) outstanding, all of which were entitled to vote. In addition, 300,000 private placement units were issued to the Sponsor as part of a private placement. Pursuant to an agreement with the Sponsor, 1,500,000 of the Founder Shares became subject to earnout provisions and were unvested as of the Closing. The unvested Founder Shares will vest only if, within five years after closing, either (i) the volume weighted average price of the Common Stock equals or exceeds $12.00 per share for any 15 trading days within any 180 consecutive trading day period or (ii) a change of control occurs in which
the per-share price
received or implied is at least $12.00. If such conditions are not satisfied within the applicable period, the unvested Founder Shares will be forfeited for no consideration.