UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K (“Amendment No. 1”) amends the Current Report on Form 8-K filed by Infleqtion, Inc. (the “Company”) with the Securities and Exchange Commission (“SEC”) on March 26, 2026 (the “Original 8-K”), in connection with changes in the Company’s certifying accountant. The Company is filing this Amendment No. 1 to provide the specific date of dismissal of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm and to update the disclosures required by Item 304(a) of Regulation S-K. Except as disclosed herein, there were no other changes to the Original Form 8-K.
Item 4.01 Changes in Registrant’s Certifying Accountant.
Dismissal of Independent Registered Public Accounting Firm
On March 20, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company approved the dismissal of 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. Withum was dismissed on March 31, 2026, upon completion of its audit services.
Withum’s report on Churchill’s consolidated financial statements as of December 31, 2025 and 2024, and for the year ended December 31, 2025 and for the period from January 4, 2024 (inception) through December 31, 2024, and the related notes to the consolidated 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, except for the substantial doubt about the Company’s ability to continue as a going concern.
In connection with the audits of the Company’s consolidated financial statements as of December 31, 2025 and 2024, and for the year ended December 31, 2025 and for the period from January 4, 2024 (inception) through December 31, 2024, and the subsequent period through March 31, 2026, 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 year ended December 31, 2025 and the period from January 4, 2024 (inception) through December 31, 2024 and the subsequent interim period through March 31, 2026, 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).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 16.1 | Letter from WithumSmith+Brown, PC. to the SEC, dated March 31, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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.
| INFLEQTION, INC. | ||||||
| Dated: March 31, 2026 | ||||||
| By: | /s/ Ilan Hart | |||||
| Name: | Ilan Hart | |||||
| Title: | Chief Financial Officer | |||||