Churchill Capital Corp X-A美股招股说明书(2026-01-23版)

Churchill Capital Corp X PROSPECTUS FOR UP TO 244,463,410 SHARES OF COMMON STOCK OF CHURCHILL CAPITAL CORP X (TO BE RENAMED “INFLEQTION, INC.” FOLLOWING DOMESTICATIONIN THE STATE OF DELAWARE AND IN CONNECTION WITH THEBUSINESS COMBINATION DESCRIBED IN THIS PROXY STATEMENT) The board of directors of Churchill Capital Corp X, a Cayman Islands exempted company (“CCX,” “we” or “our”), has approved the Agreementand Plan of Merger and Reorganization, dated as of September 8, 2025 (as amended, modified, supplemented or waived from time to time, the “MergerAgreement”), by and among CCX, AH Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of CCX (“Merger Sub I”), AHMerger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of CCX (“Merger Sub II,” and, together with MergerSub I, “Merger Subs”) and ColdQuanta, Inc. (d/b/a Infleqtion), a Delaware corporation (“Infleqtion”). The Merger Agreement, among other things andsubject to the terms and conditions contained therein, provides for (a)the transfer of the registration of CCX by way of continuation from the CaymanIslands to the State of Delaware (the “Domestication”), and (b)following the Domestication, the merger of Merger Sub I with and into Infleqtion, withInfleqtion continuing as the surviving corporation, and immediately thereafter, the merger of such surviving corporation with and into Merger Sub II,with Merger Sub II continuing as the surviving entity and as a wholly-owned subsidiary of CCX (collectively, the “Mergers,” and, together with theDomestication and other transactions contemplated by the Merger Agreement and the related agreements, the “Transactions” or the “businesscombination”). In connection with the business combination, CCX will change its name to “Infleqtion, Inc.” We refer to the new public entity followingthe consummation of the business combination as the “Post-Closing Company.” Subject to the terms and conditions of the Merger Agreement, the valueof the aggregate consideration to be paid to Infleqtion stockholders, holders of outstanding Infleqtion restricted stock awards and holders of Infleqtionoptions will be $1,800,000,000 (the “Equity Value”), which consideration will be paid entirely in shares of common stock, par value $0.0001 per share,of the Post-Closing Company (“Post-Closing Company common stock”), in an amount equal to $10.00 per share. At the Effective Time, each share ofInfleqtion common stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares) will beautomatically cancelled and converted into the right to receive a number of shares of Post-Closing Company common stock equal to the ExchangeRatio. The Exchange Ratio is based on the per share Equity Value (calculated in accordance with the Merger Agreement). Subject to the assumptionsdescribed herein, as of the date of this proxy statement/prospectus, we estimate that the Exchange Ratio will be approximately 0.347 shares of Post-Closing Company common stock for each issued and outstanding share of Infleqtion common stock (after giving effect to the conversion of Infleqtionpreferred stock, including Infleqtion restricted stock awards in respect of Infleqtion preferred stock, into Infleqtion common stock); see the sectionentitled “Proposal No.1 — The Business Combination Proposal — General — Structure of the Transactions.” Accordingly, this proxy statement/prospectus covers up to an aggregate of shares of Post-Closing Company common stock, representing theestimated maximum number of shares to be issued to the existing securityholders of Infleqtion at the Closing. Table of Contents To raise additional proceeds to fund the Transactions, CCX has entered into subscription agreements (“PIPE Subscription Agreements”) withcertain investment funds (the “PIPE Investors”), pursuant to which, subject to the terms and conditions thereof, CCX has agreed to issue and sell to thePIPE Investors, and the PIPE Investors have agreed to purchase an aggregate of, $126,547,600 of CCX common stock at a purchase price of $10.00pershare, which we refer to as the “PIPE Investment.” The PIPE Subscription Agreements contain customary representations, warranties, covenants andagreements of CCX and the PIPE Investors and are subject to customary closing conditions and termination rights. Interests of Sponsor and its Affiliates In February 2024, Churchill Sponsor X, LLC (the “Sponsor”) acquired an aggregate of 7,187,500 CCX Founder Shares (as defined herein), forapproximately $0.003 per share. In April 2025, CCX, through a share capitalization, issued the Sponsor an additional 1,437,500 CCX Founder Shares.In May 2025, CCX, through a share capitalization, issued the Sponsor an additional 1,725,000 CCX Founder Shares, for which the Sponsor now holds10,350,000 CCX Founder Shares in the aggregate. The CCX Founder Shares (including the ClassA ordinary shares of CCX, par value $0.000