Infleqtion Inc美股招股说明书(2026-04-10版)

and Up to 121,829,432 Shares of Common Stock and Up to 75,000 Private WarrantsOffered by the Selling Securityholders This prospectus relates to the issuance by us of an aggregate of up to 10,425,000 shares of our common stock, $0.0001 par value per share (the “CommonStock”), which consists of (i)up to 75,000 shares of Common Stock that are issuable upon the exercise of warrants (the “Private Warrants”) originally issuedin a private placement to Churchill Sponsor X, LLC (the “Sponsor”) in connection with the initial public offering of Churchill Capital Corp X (“CCX”) and(ii)up to 10,350,000 shares of Common Stock that are issuable upon the exercise of 10,350,000 warrants (the “Public Warrants” and with the Private Warrants,the “Warrants”) originally issued in the initial public offering of CCX. We will receive the proceeds from any exercise of any Warrants for cash. This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees(the “Selling Securityholders”) of (i)up to 121,829,432 shares of Common Stock issued in connection with the Business Combination (as defined below),consisting of (a)up to 12,654,760 shares of Common Stock issued in connection with private placements pursuant to subscription agreements entered into onSeptember8, 2025 (the “PIPE Shares”), (b) up to 10,350,000 shares of Common Stock originally issued to the Sponsor (the “Founder Shares”), including1,500,000 Founder Shares that were unvested as of the Closing (as defined below) and will re-vest upon the occurrence of the Triggering Event (as defined inthe Sponsor Agreement), (c) up to 300,000 shares of Common Stock originally issued to the Sponsor in a private placement (the “CCX Private PlacementShares”) in connection with the initial public offering of CCX, (d)up to 98,449,672 shares of Common Stock issued to former securityholders of ColdQuanta,Inc. (d/b/a Infleqtion) (the “Legacy Infleqtion Holders”) in connection with the Business Combination registrable pursuant to that certain Amended andRestated Registration Rights Agreement, dated as of September8, 2025, between us and the Selling Securityholders granting such holders registration rightswith respect to such shares, and (e)up to 75,000 shares of Common Stock issuable upon the exercise of the Private Warrants, and (ii)up to 75,000 PrivateWarrants. We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the Selling Securityholders pursuant to this prospectus. Wewill receive proceeds from the exercise of the Warrants for cash, but not from the sale of the shares of Common Stock issuable upon such exercise. We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the SellingSecurityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares ofCommon Stock or Warrants. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or throughprivate transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of thesesecurities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, ifany, attributable to their sale of shares of Common Stock or Warrants. See the section titled “Plan of Distribution.” We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public companyreporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. Our Common Stock and Public Warrants are listed on The New York Stock Exchange (the “NYSE”) under the symbols “INFQ” and “INFQ WS,”respectively. On April9, 2026, the last reported sales price of our Common Stock on NYSE was $11.89per share, and the last reported sales price of our PublicWarrants on NYSE was $5.735per warrant. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described inthe section titled “Risk Factors” beginning on page 8 of this prospectus, and under similar headings in any amendments orsupplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passedupon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is April9, 2026. Table of Contents TABLE OF CONTENTS LEGAL MATTERS WHERE YOU CAN FIND MORE INFORMATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONINDEX TO FINANCIAL STATEMENTS Table of