Infleqtion Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2026

INFLEQTION, INC.

(Exact name of registrant as specified in its charter)

1315 West Century Drive, Suite 150

Louisville, CO 80027

(Address of principal executive offices, including zip code)

(303) 440-1284

(Registrant’s telephone number, including area code)

640 Fifth Avenue, 14th Floor

New York, NY 10019

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Dismissal of Independent Registered Public Accounting Firm

On March 20, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of Infleqtion, Inc. (the “Company”) approved the dismissal of WithumSmith+Brown, PC (“Withum”), independent registered public accounting firm to Churchill Capital Corp X (“Churchill”) prior to its business combination (the “Business Combination”) with ColdQuanta, Inc. (“Legacy Infleqtion”), effective upon completion of Withum’s audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2025 and the issuance of their report thereon. Upon completion of Withum’s services, the Company will file an amendment to this Current Report on Form 8-K with the specific date of dismissal and an update to the disclosures required by Item 304(a) of Regulation S-K through that date.

Withum’s report on Churchill’s financial statements as of December 31, 2024, and for the period from January 4, 2024 (inception) through December 31, 2024, and the related notes to the financial statements (collectively, the “financial statements”), did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audit of the Company’s consolidated financial statements for the period from January 4, 2024 (inception) through December 31, 2024, and the subsequent period through the date of this Current Report on Form 8-K, there were no: (i) disagreements with Withum on any matter of accounting principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to Withum’s satisfaction would have caused Withum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

The Company has provided Withum with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Withum furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether it agrees with the statements made by the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A letter from Withum is filed as Exhibit 16.1 hereto.

Engagement of New Independent Registered Public Accounting Firm

On March 20, 2026, the Audit Committee approved the engagement of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the year ended December 31, 2026, subject to the filing of Churchill’s 2025 Form 10-K with the SEC and the execution of the engagement letter. KPMG served as the independent registered public accounting firm of Legacy Infleqtion prior to the Business Combination.

During the period from January 4, 2024 (inception) through December 31, 2024 and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company nor anyone on the Company’s behalf consulted with KPMG regarding the (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) or “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.