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Infleqtion, the quantum technology firm formerly known as ColdQuanta, Inc., submitted a prospectus supplement on July 14, 2026, updating its registered selling securityholder table after a major in-kind share distribution. Entities linked to Global Frontier distributed 23,251,796 shares of Infleqtion common stock to select limited partners as of July 10, 2026. This fourth supplement to the company’s base prospectus dated April 9, 2026, adds several new selling securityholders to the registration statement. Investors monitoring the company’s post-merger share structure should note that the total registered shares remain unchanged, with only the holders’ identities updated.
Key Points
- Infleqtion’s common stock and public warrants trade on NASDAQ and NYSE under symbols "INFQ" and "INFQ WS" respectively
- Entities affiliated with Global Frontier completed an in-kind distribution of 23,251,796 Infleqtion common shares to limited partners on July 10, 2026
- The base prospectus covers up to 10,425,000 shares issuable upon warrant exercise and up to 121,829,432 shares offered by selling securityholders; as of July 14, 2026, common stock last traded at $10.45 per share and public warrants at $5.35 each
- Investors should monitor potential further transfers among selling securityholders and any exercise activity related to 10,350,000 public warrants and 75,000 private warrants included in the registration
Overview of Infleqtion’s Business Combination and Initial Registration
Infleqtion’s current public entity was formed through a business combination between Churchill Capital Corp X ("CCX"), a special purpose acquisition company, and ColdQuanta, Inc., operating under the Infleqtion trade name. The transaction closed with private placement subscription agreements dated September 8, 2025, resulting in the issuance of up to 12,654,760 "PIPE Shares" to private investors alongside the merger.
The initial Form S-1 registration statement (No. 333-294802) established the framework allowing a significant volume of shares and warrants to become eligible for resale by selling securityholders. The base prospectus dated April 9, 2026, covered securities including Founder Shares issued to Churchill Sponsor X, LLC (the "Sponsor"), CCX Private Placement Shares, and shares issued to former ColdQuanta securityholders in connection with the merger. This fourth supplement updates only the identities of certain selling securityholders following the Global Frontier distribution without changing the total registered securities.
Details of the July 10, 2026 Global Frontier In-Kind Share Distribution
Per the filing, Global Frontier-affiliated entities completed an in-kind distribution transferring 23,251,796 Infleqtion common shares directly to certain limited partners on July 10, 2026. This direct share transfer, rather than a sale followed by cash distribution, is typical in private equity and venture fund structures upon liquidity events.
This distribution resulted in new legal entities and individuals being added as selling securityholders in the updated registration table. The supplement’s sole purpose is to reflect this change in holder identity, with all other prospectus disclosures, including risk factors and distribution plans, remaining unchanged.
New Selling Securityholders Listed After Distribution
The updated table identifies multiple entities and individuals receiving shares via the Global Frontier distribution. The largest recipient is S&G Foundation, which received 11,573,878 shares. Voting and dispositive power over these shares is managed by an investment committee of more than three members, with no individual member deemed to beneficially own the shares alone. The foundation’s address is PO Box 1911, Wilson, WY 83014.
Other notable recipients include FW Global Frontiers Investors, LP (2,418,323 shares; 201 Main Street, Suite 1600, Fort Worth, TX 76102), LAD Trust UAD September 30, 2011 (2,085,798 shares), William E. Greener (1,871,018 shares), Capital Partnership (CMB) LP (1,943,807 shares), and W. Grant Dollens, who beneficially owns 2,077,824 shares but is registering 1,994,448 for resale, retaining 83,376 shares after the offering. Global Frontier-affiliated entities continue to hold 2,354,569 shares registered for resale.
Additional Smaller Holders Added to Registration Table
Several smaller holders also appear following the distribution. Hornblower Capital Holdings, LLC beneficially owns 2,703,792 shares but is registering 221,109 for sale, retaining approximately 1.1% ownership post-offering. Thomas Lawrence owns 69,201 shares, registering 68,551 for resale with 650 shares retained, representing under 1% ownership.
Other smaller holders include James C. Kelly and Kristen H. Kelly JT TEN (18,425 shares), David J. Richards (51,688 shares), George H. Billington (23,045 shares), Arnau Porto Dolc (51,688 shares), the 2010 Peregrine Trust (283,078 shares), the Grant Dollens 2018 Dynasty Trust (181,755 shares), and Rachel Kalin (465,155 shares). Each registered all owned shares for resale, leaving no remaining ownership post-offering according to the filing.
Base Prospectus Coverage and Warrant Details
The base prospectus covers up to 10,425,000 common shares issuable upon warrant exercise, including 75,000 Private Warrants issued to the Sponsor in a private placement during CCX’s IPO, and 10,350,000 Public Warrants originally issued in the IPO. The common stock has a par value of $0.0001 per share.
Additionally, the prospectus covers resale by selling securityholders of up to 121,829,432 common shares and 75,000 Private Warrants. Infleqtion will receive proceeds from any cash warrant exercises but not from resale of shares or warrants by selling securityholders. Infleqtion bears registration costs, while selling securityholders pay any commissions or discounts on sales.
Registered Share Categories: Founder, PIPE, and Legacy Infleqtion Holders
The 121,829,432 registered resale shares include multiple categories: up to 12,654,760 PIPE Shares issued via private placement agreements dated September 8, 2025; up to 10,350,000 Founder Shares issued to the Sponsor, with 1,500,000 unvested at closing and subject to re-vesting upon a "Triggering Event" per the Sponsor Agreement; and up to 300,000 CCX Private Placement Shares issued to the Sponsor during CCX’s IPO.
The largest portion consists of up to 98,449,672 shares held by former ColdQuanta securityholders ("Legacy Infleqtion Holders"), made registrable through an Amended and Restated Registration Rights Agreement dated September 8, 2025. An additional 75,000 shares issuable upon exercise of Private Warrants are included alongside the 75,000 Private Warrants themselves.
Common Stock and Warrant Prices as of July 14, 2026
On July 14, 2026, the date of this supplement, Infleqtion’s common stock last traded on the NYSE at $10.45 per share, while Public Warrants (symbol "INFQ WS") last traded at $5.35 each. These prices serve as reference points at filing and are not forward-looking guidance.
The immediate market impact of this supplement was unclear from public data. Importantly, adding new selling securityholders does not constitute new share issuance; the shares were already registered for resale. Selling securityholders retain discretion over if and when to sell.
Emerging Growth Company Designation and Reporting Relief
Infleqtion confirms its status as an "emerging growth company" under U.S. securities laws, allowing reduced public reporting requirements compared to larger issuers. The prospectus complies with emerging growth company standards, which may limit certain disclosures typically required of larger firms.
Investors should consider that emerging growth company status may affect the depth of financial and governance information available. The risk factors section on page 8 of the base prospectus is highlighted as critical reading. This supplement does not amend those risk factors but refers readers to the base prospectus for full details.
Registration Rights and Selling Securityholder Resale Mechanics
Infleqtion filed the registration to satisfy contractual registration rights held by certain securityholders from the business combination. Registration does not obligate any securityholder to sell their shares or warrants; selling decisions remain at their discretion.
The base prospectus outlines that selling securityholders may sell registered securities publicly or privately at market or negotiated prices. Infleqtion covers registration costs and compliance with state securities laws, while selling securityholders pay any brokerage commissions or underwriting discounts. This supplement does not change these distribution terms.
Interaction of Updated Selling Securityholder Table with Prior Prospectus
This fourth prospectus supplement supersedes and replaces the selling securityholder information in the base prospectus starting on page 123 solely for the named securityholders. Information for other selling securityholders remains as stated in the original prospectus. Readers should review this supplement alongside the base prospectus for a complete understanding.
The filing also reminds that neither the SEC nor any state securities commission has approved or disapproved the securities or passed on the accuracy of this supplement or the base prospectus. Any contrary statement is a criminal offense. Investors and advisors should ensure they review all related documents to fully comprehend the registered offering.
