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Infleqtion Inc 美国股市招股说明书(2026年5月15日版)

2026-05-15 美股招股说明书 Joker Chan
报告封面

This prospectus supplement supplements the prospectus dated April9, 2026 (the “Prospectus”), which forms a part of our Registration Statementon Form S-1 (Registration No.333-294802). This prospectus supplement is being filed to update and supplement the information in the Prospectus withthe information contained in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May15, 2026 (the “QuarterlyReport on Form 10-Q”). Accordingly, we have attached the Quarterly Report on Form 10-Q to this prospectus supplement. Capitalized terms used herein Our Common Stock and Public Warrants are listed on The New York Stock Exchange (“NYSE”) under the symbols “INFQ” and “INFQ WS,”respectively. On May14, 2026, the last reported sales price of our Common Stock on NYSE was $13.97 per share, and the last reported sales price for This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements to it, which is to bedelivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or This prospectus supplement is not complete without, and may not be delivered or used except in conjunction with, the Prospectus, including anyamendments or supplements to it. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed in the section titled “Risk Factors” beginning on page 8 of the Prospectus, and under similar headings in anyamendments or supplements to the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, orpassed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is May15, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended March31, 2026 OR Infleqtion, Inc. (Exact name of registrant as specified in its charter) 1315 West Century Drive, Suite 150Louisville, CO 80027(303)440-1284 Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Acceleratedfiler☐Smallerreportingcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May 12, 2026, there were 218,196,891 shares of common stock of the registrant issued and outstanding. PARTI.FINANCIAL INFORMATION Item1.Financial StatementsCondensed Consolidated Balance Sheets (unaudited)Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)Condensed Consolidated Statements of Cash Flows (unaudited)Notes to Condensed Consolidated Financial Statements (unaudited)Item 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and ProceduresPARTII.OTHER INFORMATIONItem 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety Disclosures The Infleqtion name and logo are our registered trademarks. This Quarterly Report on Form 10-Q contains references to our trademarks and totrademarks and service marks belonging to other entities. Solely for convenience, trademarks, service marks and trade names referred to in thisQuarterly Report on Form 10-Q, including logos, artwork and other visual displays, may appear without the®, SM, or™symbols, but such references are not intended to indicate in any way tha