Summary of Operations and Significant Accounting Policies |
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| Summary of Operations and Significant Accounting Policies | 1. Summary of Operations and Significant Accounting Policies Nature of Operations Infleqtion, Inc. (and its predecessor operations, ColdQuanta, Inc. (d/b/a Infleqtion) (“Legacy Infleqtion”), collectively referred to as the “Company”) develops and commercializes quantum technology products as part of a full-stack platform, which includes offerings such as quantum sensing, quantum computing and software. The Company is headquartered in Colorado, with operations in Illinois; Wisconsin; Melbourne, Australia and Oxford, U.K. The Company was originally incorporated in the Cayman Islands on January 4, 2024 as a special purpose acquisition company under the name Churchill Capital Corp X (“CCX”) for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving CCX and one or more businesses. On February 12, 2026, the Company changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware through a domestication. On February 13, 2026, CCX consummated its business combination with Legacy Infleqtion pursuant to the definitive agreement and plan of merger and reorganization (the “Merger Agreement”), dated September 8, 2025 (the “Business Combination”), whereby AH Merger Sub I, Inc., a direct, wholly owned subsidiary of CCX, merged with and into Legacy Infleqtion, with Legacy Infleqtion continuing as the surviving corporation, and immediately thereafter, such surviving corporation merged with and into AH Merger Sub II, LLC (“Merger Sub II”), another direct, wholly owned subsidiary of CCX, with Merger Sub II (renamed as “Infleqtion Quantum, LLC”) continuing as the surviving entity and as a wholly owned subsidiary of CCX. In connection with the closing of the Business Combination (the “Closing”), the Company changed its name from CCX to Infleqtion, Inc. Refer to Note 3 for further discussion of the Business Combination. The Company’s Common Stock and Public Warrants (each as defined in Note 11) commenced trading on the New York Stock Exchange (“NYSE”) under the symbols “INFQ” and “INFQ WS”, respectively, on February 17, 2026. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the financial results of the Company and its wholly owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, these condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature necessary for a fair presentation of the results of operations, financial condition and cash flows for the interim periods presented. These condensed consolidated financial statements do not include all of the information and disclosures required by GAAP for complete financial statements. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. These reclassifications had no impact on previously reported net income, total assets, or shareholders’ equity. These interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2025 included in the Current Report on Form 8-K/A that the Company filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2026. The Business Combination was accounted for as a reverse recapitalization, with Legacy Infleqtion determined to be the accounting acquirer and CCX treated as the acquired company for financial reporting purposes. Accordingly, the transaction was treated as the equivalent of Legacy Infleqtion issuing stock for the net assets of CCX, accompanied by a recapitalization. The net assets of CCX were recorded at their historical cost, and no goodwill or other intangible assets were recorded. The Company’s consolidated financial statements following the Business Combination reflect the historical operations of Legacy Infleqtion. Reported shares and earnings per share prior to the Business Combination have been retroactively restated to reflect a defined exchange ratio of approximately 0.34740312 (the “Exchange Ratio”) established at the Business Combination. Emerging Growth Company The Company is an Emerging Growth Company (“EGC”) as defined under the Securities Act, as modified by the Jumpstart Our Business Startups Act (“JOBS Act”), and may take advantage of certain exemptions from reporting and disclosure requirements that apply to other public companies that are not EGCs. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until such standards are applicable to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time the Company is no longer considered to be an emerging growth company. At times, the Company may elect to early adopt a new or amended standard. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and the accompanying notes. Significant estimates and judgments are inherent in the analysis and measurement of items including, but not limited to, the selection of the method to measure progress in the satisfaction of performance obligations in revenue arrangements recognized over time and the related estimate of total expected costs for the revenue arrangement, the useful lives of long-lived assets, the fair value of stock-based awards, the fair value of assets and liabilities acquired in business combinations, the fair value of contingent obligations and the fair value of assets and reporting units associated with impairment losses. Management bases its estimates and assumptions on current facts, historical experience, expectations, forecasts, trends and various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from such estimates and assumptions. Concentrations of Credit Risk and other Risks and Uncertainties Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, available-for-sale available-for-sale The majority of the Company’s accounts receivable is derived from governmental institutions and commercial customers primarily located in the U.S., U.K., Australia and Japan. At March 31, 2026, two customers represented 74% and 19% of total accounts receivable, respectively. At December 31, 2025, one customer represented 78% of total accounts receivable. There have been no credit losses since the Company’s inception. Significant customers are those that represent more than 10% of the Company’s total revenue. During the three months ended March 31, 2026, one customer represented 61% of total revenue. During the three months ended March 31, 2025, three customers represented 51%, 29%, and 10% of total revenue, respectively. A significant portion of the Company’s resources are engaged in supplying services and technological equipment to the U.S. and U.K. governments and can be subject to certain business risks unique to being a government contractor. Sales to government entities may be affected by changes in procurement policies, turnover of key personnel, budget considerations, political developments abroad and other factors. In addition, the Company is subject to periodic compliance audits by the U.S. and U.K. governments. The Company is also subject to the risks inherent in any technological business model, including the development of competing products and technologies and the related risk of obsolescence. The Company’s current focus is on research and development of quantum technology. However, the quantum technology industry is still in its early stage and the Company may not be successful in all of its research and development. Accounting Pronouncements Recently Issued or Adopted In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses In November 2025, the FASB issued ASU 2025-06 , Targeted Improvements to the Accounting for Internal-Use Software,internal-use software development costs, aligning with evolving technology practices. This ASU is effective for the Company for annual periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued (or made available for issuance). If an entity early adopts in an interim reporting period, it must adopt as of the beginning of the annual reporting period that includes that interim reporting period. The Company is currently evaluating the extent of the impact of this ASU on the Company’s consolidated financial statements. In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities 2025-10”) which establishes guidance on the recognition, measurement and presentation of a government grant received by a business entity. GAAP did not provide such guidance, and many business entities have been analogizing to International Accounting Standard (“IAS”) 20 or other guidance when accounting for government grants. The ASU incorporates elements of IAS 20 into GAAP, modifying certain aspects of that standard’s scope, recognition threshold and other implementation guidance. This ASU is effective for the Company for annual periods beginning after December 15, 2029, and interim periods within those annual periods. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued (or made available for issuance). If an entity early adopts in an interim reporting period, it must adopt as of the beginning of the annual reporting period that includes that interim reporting period. The Company is currently evaluating the extent of the impact of this ASU on the Company’s consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements In December 2025, the FASB issued ASU 2025-12, Codification Improvements (“ASU 2025-12”), which provides targeted technical corrections and clarifications to the Accounting Standard Codification. The ASU addresses narrow-scope issues across multiple accounting topics. Among other items, the amendments clarify certain aspects of diluted earnings per share calculations when a loss from continuing operations exists. The ASU is effective for the Company for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued (or made available for issuance). If an entity early adopts in an interim reporting period, it must adopt as of the beginning of the annual reporting period that includes that interim reporting period. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation The fair value of each stock option is determined on the date of grant using the Black-Scholes option-pricing model, which requires the use of accounting judgment and financial estimates, including estimates of the fair value of the underlying Legacy Infleqtion common stock and the fair value of the Company’s Common Stock (as further described below), the expected term, estimated volatility, risk-free interest rate and expected dividend yield. The fair value of restricted stock awards is determined based on the fair market value of the Company’s Common Stock on the grant date. Prior to the Closing, Legacy Infleqtion’s common stock was not publicly traded and therefore quoted market prices were not available. Accordingly, fair market value was determined by the Company’s Board of Directors (the “Board”), through an independent third-party valuation using a probability weighted expected return method. The valuation considers several factors requiring extensive use of judgement, including recently completed equity transactions, historical and forecasted financial performance, selection of peer companies, the estimated value and probability of future equity transactions, including the likelihood of the consummation of the Business Combination, and other relevant qualitative and quantitative inputs. After the Closing, the quoted market price of the Company’s publicly traded common stock is used as the fair value of the Common Stock. Fair Value Measurements The carrying value of certain financial instruments held by the Company are measured at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. As a basis for considering such assumptions, the following hierarchy lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market:
Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and consideration of factors specific to the asset or liability. Changes in assumptions or in market conditions could significantly affect the estimates. The Company determines whether transfers have occurred between levels in the fair value hierarchy by reassessing the inputs used in determining fair value at the end of each reporting period. The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis (in thousands):
There was a transfer out of Level 3 of the fair value hierarchy during the three months ended March 31, 2026, as described below . Prior to the Closing, the Company’s contingent obligation was classified within Level 3 of the fair value hierarchy and remeasured at fair value at each reporting date during 2025. The fair value measurement relied primarily on the estimated fair value of the Company’s stock, which was not publicly traded. Estimating the fair value of the Company’s Common Stock required management to assess the probability-weighted outcomes associated with remaining a private company and completing a Business Combination at each measurement date. Subsequent to the Closing, the contingent obligation is classified within Level 1 of the fair value hierarchy based on the quoted market price of the Company’s Common Stock. Refer to Note 9 – Commitments and Contingencies The Company’s money market funds, presented within cash and cash equivalents on the condensed consolidated balance sheets, are classified within Level 1 of the fair value hierarchy as the fair value is based on quoted prices in active markets. The Company’s available-for-sale The Company’s financial assets and liabilities that are not measured at fair value on a recurring basis consist of cash and cash equivalents (excluding the short-term investments and money markets funds in the table above), accounts receivable, accounts payable, accrued liabilities and deferred consideration payable. The carrying amounts of these financial assets and liabilities approximate their fair value due to the short-term nature of these instruments. The Company’s non-financial assets, which primarily consist of property and equipment, goodwill and intangible assets, are not required to be measured at fair value on a recurring basis and instead are reported at their cost basis. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying amount may not be fully recoverable, non-financial assets are assessed for impairment. The fair value measurements, in such instances, are based on market participant assumptions which would fall within Level 3 of the fair value hierarchy. |
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