BOULDER, Colo.--(BUSINESS WIRE)--Infleqtion, a global leader in quantum sensing and quantum computing, develops atom-based quantum technology for commercial and government applications. Infleqtion is proud to announce the induction of Dr. Dana Anderson into the National Academy of Engineering (NAE) for contributions to optical quantum engineering of ultracold atoms. Infleqtion recently announced plans to go public through a merger with Churchill Capital Corp X (NASDAQ: CCCX). "I am honored to b. ...

The SPAC is a vehicle for a pure-play quantum company.Special purpose acquisition company (SPAC) Churchill Capital Corp X (CCCX +15.14%) was special to investors on Tuesday. The business set to merge into it (a trendy way to go public) reported some very encouraging news, leading investors to load up on the SPAC. Its price closed the day 15% higher.A SPAC in spaceThe company maneuvering to park itself into Churchill Capital is Infleqtion, which has attracted notice as a differentiated, pure-play quantum com ...

Core Viewpoint - Churchill Capital Corp X (CCCX) is considered an interesting investment opportunity, particularly in the context of quantum stocks, which have experienced significant market movements since the last analysis [1]. Group 1: Investment Thesis - The investment thesis for CCCX has been outlined in detail previously, emphasizing the SPAC structure and its potential benefits [1]. Group 2: Analyst Background - The analyst has a diverse professional background across multiple industries, including logistics, construction, and retail, which contributes to a comprehensive investment perspective [1]. - The analyst's international education and career experiences provide a global outlook, enhancing the ability to analyze market dynamics from various cultural and economic viewpoints [1]. Group 3: Investment Strategy - The investment strategy focuses on cyclical industries, which are believed to offer significant returns during economic recovery and growth phases [1]. - A diversified portfolio is maintained, incorporating bonds, commodities, and forex to balance risk [1].

Core Viewpoint - The proposed merger between Churchill Capital X (CCCX) and quantum computing developer Infleqtion presents challenges in understanding its implications, particularly for investors unfamiliar with the sector [1]. Group 1 - The merger involves Churchill Capital X, a special purpose acquisition company (SPAC), and Infleqtion, which specializes in quantum computing technology [1]. - The complexity of the quantum computing industry makes it difficult for both lay investors and experts to evaluate potential investment opportunities [1].

Core Viewpoint - Citron Research emphasizes that Infleqtion has transitioned from a conceptual science project to a commercially viable entity, highlighting its partnership with Safran SA for GPS-independent timing solutions [2]. Company Analysis - Infleqtion is identified as a neutral atom quantum technology company that has gone public through a SPAC merger earlier this year, marking its shift to a commercially viable phase [2]. - Rigetti Computing Inc. is contrasted with Infleqtion, as it struggles to meet benchmarks set by DARPA, indicating a lag in its development compared to Infleqtion [3]. - The market capitalization of Rigetti is noted at $7.84 billion, while Infleqtion's market cap is just over $720 million, with expectations that their valuations will converge by early 2026 [4]. Investment Strategy - Citron has adopted a long position on Infleqtion while shorting Rigetti, aiming to capitalize on the divergence in their valuations, as the market has not yet recognized the execution gap between the two companies [5]. - Since the initiation of this trade, Rigetti has seen a decline of 35.50%, while Infleqtion has only decreased by 1.68%, amidst broader skepticism in the quantum computing sector [6]. Market Performance - On a recent trading day, Infleqtion's shares rose by 13.50% to close at $15.72, while Rigetti's shares increased by 13.24% to $26.90, reflecting a positive trend in quantum stocks [7]. - The year 2025 has been successful for quantum stocks, with analysts and investors anticipating continued momentum into the new year [8]. - Year-to-date performance for quantum stocks shows Infleqtion up 53.82%, while Rigetti is up 34.53%, indicating strong performance relative to the sector [9].

Initial Public Offering - The company completed its Initial Public Offering on May 15, 2025, raising gross proceeds of $414 million from the sale of 41.4 million Public Units at $10.00 each, including the full exercise of the over-allotment option of 5.4 million units [131]. - The company incurred $4,638,840 in offering expenses related to the Initial Public Offering, including a deferred underwriting fee of $3,000,000 [145]. Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $33,384,811, primarily due to a change in fair value of subscription agreement liability of $30,499,229 and general and administrative costs of $1,234,544 [138]. - For the nine months ended September 30, 2025, the net loss was $31,429,725, with a significant portion attributed to the change in fair value of subscription agreement liability [139]. - The company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs [137]. Cash and Securities - As of September 30, 2025, the company had marketable securities in the Trust Account totaling $419,552,466, consisting of U.S. government treasury obligations and money market funds [148]. - As of September 30, 2025, the company had cash of $1,135,562 available for operational activities and due diligence on prospective target businesses [149]. - The company has withdrawn $1,000,000 in interest from the Trust Account for working capital purposes, with no further amounts available until May 15, 2026 [151]. Business Combination and Obligations - The company has until May 15, 2027, to complete its initial Business Combination, with a potential extension to August 15, 2027, if certain conditions are met [134]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025, and has a contractual obligation to reimburse the managing member of the Sponsor $30,000 per month for administrative support [154]. PIPE Offering and Agreements - The Company has agreed to issue and sell $126,547,600 of PIPE Shares to PIPE Investors as part of the Merger Agreement [160]. - The placement fee payable to Citi for the PIPE offering is set at 4.0% of the gross proceeds, up to a maximum of $100 million [157]. - The Advisor is entitled to a fee of $250,000 per quarter under the Advisory Agreement, with potential additional fees based on transaction outcomes [162]. - The Company has entered into a Capital Markets Advisory Agreement with Citi, which includes a cash fee of $7,000,000 upon consummation of the Transactions [159]. - The Subscription Agreements with PIPE Investors will terminate by March 21, 2026, unless certain conditions are met [160]. - As of September 30, 2025, no fees have been incurred in connection with the PIPE Engagement Letters [158]. Accounting Estimates - The Company has identified the valuation of Public Warrants and subscription agreement liability as critical accounting estimates as of September 30, 2025 [164].

Core Viewpoint - Churchill Capital Corp X (NASDAQ: CCCX) is highlighted as a notable investment opportunity, particularly due to its merger with Infleqtion, a quantum technology company, although it comes with significant risks and volatility [1][2][3]. Group 1: Company Overview - Churchill Capital Corp X is a Special Purpose Acquisition Company (SPAC) that is merging with Infleqtion, which specializes in neutral atom-based quantum technology [2][3]. - The stock has shown considerable volatility but has been trending upwards, indicating potential for dramatic gains [2]. Group 2: Analyst Insights - Steve Grasso, CEO of Grasso Global, recommends CCCX but advises investors to be cautious and only invest if they are willing to accept high risks [1][2]. - The stock is described as not suitable for conservative investors, emphasizing its speculative nature [2][3]. Group 3: Market Context - The article suggests that while CCCX has potential, there are AI stocks that may offer better returns with lower risk, indicating a competitive landscape for investment opportunities [4].

Industry Overview - Quantum computing stocks have seen significant price increases, with some companies doubling or tripling in value due to speculative momentum and investor enthusiasm [1][2] - The excitement is driven by the potential of quantum technology to transform sectors like drug discovery, cryptography, and artificial intelligence, despite most companies being pre-revenue [1] Rigetti Computing - Rigetti Computing has experienced a remarkable stock surge, up approximately 183% year-to-date and over 4,500% in the past 12 months, despite a recent 25% pullback from its 52-week high [4][5] - In Q2 2025, Rigetti reported revenues of $1.8 million, a decline of 41.9% year-over-year, with net losses of $39.7 million and an EPS of -5 cents [5] - The company's current valuation is nearly $14 billion, trading at over 1,700 times sales, indicating a highly speculative investment [6] BTQ Technologies - BTQ Technologies has rapidly gained attention since its Nasdaq debut in late September 2025, focusing on post-quantum cryptography [8][9] - The stock has surged 281% year-to-date and 122% in the past month, driven by retail speculation and interest in quantum-proof cybersecurity [9][10] - For Q2, BTQ reported sales of approximately $47,000, down from $65,000 a year ago, with a net loss of roughly $1.4 million [10] Churchill Capital Corp X - Churchill Capital Corp X is positioned as a credible entry point into quantum computing following its merger announcement with Infleqtion, valued at $1.8 billion [11][12] - Infleqtion generated nearly $29 million in trailing 12-month revenue, growing at an impressive 80% CAGR, providing a tangible revenue base for the future merged entity [14] - Citron Research has rated Infleqtion as "far superior to Rigetti," with a fair value estimate of $55 per share, indicating a favorable risk-reward profile for investors [15]

Core Viewpoint - Churchill Capital Corp X (NASDAQ: CCCX) is merging with Infleqtion, a quantum company that specializes in quantum computing and is already selling quantum sensing products, indicating a strategic move into the quantum technology sector [1] Company Summary - Churchill Capital Corp X is pursuing a merger with Infleqtion, which focuses on both quantum computing and quantum sensing, suggesting a diversification of its portfolio into advanced technology [1] Industry Summary - The merger highlights the growing importance of quantum technology in various sectors, as companies seek to leverage advancements in quantum computing and sensing for competitive advantage [1]

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed financial statements, including balance sheets, operations, equity changes, cash flows, and explanatory notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets significantly increased to **$418.1 million** by June 30, 2025, driven by IPO proceeds in the Trust Account Condensed Balance Sheets | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------------ | :-------------- | :------------------ | | Total Assets | $418,059,568 | $157,937 | | Cash and marketable securities held in Trust Account | $416,158,518 | $— | | Total Liabilities | $3,102,760 | $184,847 | | Shareholders' Deficit | $(201,710) | $(26,910) | | Class A Ordinary Shares subject to possible redemption | $415,158,518 | $— | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Net income for Q2 2025 was **$1.97 million**, primarily from Trust Account interest, contrasting with prior period losses Net Income (Loss) and Trust Account Income | Period | Net Income (Loss) ($) | Income earned on cash and marketable securities held in Trust Account ($) | | :------------------------------------------------ | :---------------- | :---------------------------------------------------- | | Three Months Ended June 30, 2025 | $1,973,286 | $2,158,518 | | Three Months Ended June 30, 2024 | $(7,230) | $— | | Six Months Ended June 30, 2025 | $1,955,086 | $2,158,518 | | Inception (Jan 4, 2024) through June 30, 2024 | $(51,841) | $— | Basic Net Income Per Class A Ordinary Share | Period | Basic Net Income Per Class A Ordinary Share ($) | | :------------------------------------------------ | :------------------------------------------ | | Three Months Ended June 30, 2025 | $0.06 | | Six Months Ended June 30, 2025 | $0.10 | [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) Shareholder deficit widened to **$(201,710)** by June 30, 2025, influenced by IPO-related transactions Shareholders' Deficit and Key Changes | Metric | January 1, 2025 ($) | June 30, 2025 ($) | | :------------------------------------------ | :-------------- | :-------------- | | Total Shareholders' Deficit | $(26,910) | $(201,710) | **Key changes during Q2 2025:** * Accretion for Class A Ordinary Shares to redemption amount: $(8,927,505) * Sale of 300,000 Private Placement Units: $3,000,000 * Fair Value of Public Warrants at issuance: $3,177,450 * Net income: $1,973,286 [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Significant cash inflow from IPO financing activities, with **$414 million** invested in the Trust Account, resulting in **$1.23 million** cash at period end Cash Flow Summary (Six Months Ended June 30, 2025) | Activity | Amount ($) | | :-------------------------------- | :-------------- | | Net cash used in operating activities | $(757,617) | | Net cash used in investing activities | $(414,000,000) | | Net cash provided by financing activities | $415,990,009 | | Net Change in Cash | $1,232,392 | | Cash – End of period | $1,232,392 | - Proceeds from sale of Public Units: **$414,000,000**. Proceeds from sale of Private Placement Units: **$3,000,000**[25](index=25&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Detailed notes cover company formation, IPO, accounting policies, related party transactions, commitments, and subsequent events [Note 1—Description of Organization and Business Operations](index=8&type=section&id=Note%201%E2%80%94Description%20of%20Organization%20and%20Business%20Operations) Incorporated January 4, 2024, as a blank check company, completed **$414 million** IPO on May 15, 2025, with proceeds in Trust Account - Company incorporated as a Cayman Islands exempted company on January 4, 2024, for the purpose of effecting a business combination[28](index=28&type=chunk) - Initial Public Offering (IPO) consummated on May 15, 2025, selling **41,400,000** units at **$10.00** per unit, generating gross proceeds of **$414,000,000**[31](index=31&type=chunk) - An aggregate of **$414,000,000** from IPO net proceeds and a portion of Private Placement proceeds are held in a Trust Account, invested in U.S. government treasury bills or money market funds[34](index=34&type=chunk) [Note 2—Summary of Significant Accounting Policies](index=10&type=section&id=Note%202%E2%80%94Summary%20of%20Significant%20Accounting%20Policies) Outlines GAAP basis, emerging growth company status, Trust Account investments, and tax policies - Unaudited condensed financial statements prepared in accordance with GAAP for interim financial information and SEC rules (Form 10-Q and Article 8 of Regulation S-X)[50](index=50&type=chunk) - As an emerging growth company, the Company elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[53](index=53&type=chunk) - As of June 30, 2025, **$416,107,540** was invested in U.S. Treasury Securities and **$556** was held in cash within the Trust Account[57](index=57&type=chunk) - The Company is considered an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States; its tax provision was zero[68](index=68&type=chunk) [Note 3—Initial Public Offering](index=15&type=section&id=Note%203%E2%80%94Initial%20Public%20Offering) IPO completed May 15, 2025, selling **41.4 million** units at **$10.00** each, totaling **$414 million**, including over-allotment - IPO consummated on May 15, 2025[77](index=77&type=chunk) - Sold **41,400,000** Public Units at **$10.00** per unit, generating total gross proceeds of **$414,000,000**[77](index=77&type=chunk) - The sale included the full exercise of the underwriters' Over-Allotment Option of **5,400,000** units[77](index=77&type=chunk) [Note 4—Private Placement](index=16&type=section&id=Note%204%E2%80%94Private%20Placement) Sponsor purchased **300,000** private units for **$3 million**; BTIG affiliate invested **$500,000** for corresponding interests - Sponsor purchased **300,000** Private Placement Units at **$10.00** per unit for an aggregate of **$3,000,000**[80](index=80&type=chunk) - An affiliate of BTIG invested **$500,000** in the Sponsor for interests corresponding to **50,000** Private Placement Units and **200,000** Founder Shares[80](index=80&type=chunk) [Note 5—Related Party Transactions](index=16&type=section&id=Note%205%E2%80%94Related%20Party%20Transactions) Details Founder Shares, administrative support agreement (**$30,000** monthly), IPO Promissory Note repayment, and potential Working Capital Loans - Sponsor holds **10,350,000** Founder Shares, which convert into Public Shares at the time of the initial Business Combination and are subject to transfer restrictions[81](index=81&type=chunk)[85](index=85&type=chunk) - Company agreed to reimburse the managing member of the Sponsor **$30,000** per month for administrative support, commencing May 14, 2025[87](index=87&type=chunk) - IPO Promissory Note from Sponsor for up to **$600,000** to cover IPO expenses was fully repaid at the closing of the Initial Public Offering[88](index=88&type=chunk) - Sponsor or affiliates may provide Working Capital Loans up to **$1,500,000**, convertible into units of the post-business combination entity at **$10.00** per unit; no borrowings as of June 30, 2025[89](index=89&type=chunk) [Note 6—Commitments and Contingencies](index=17&type=section&id=Note%206%E2%80%94Commitments%20and%20Contingencies) Includes a deferred underwriting fee of up to **$3 million** and BTIG Founder Shares valued at **$667,472**, subject to lock-up - Underwriters are entitled to a deferred fee of up to **$3,000,000**, payable only upon the Company's completion of its initial Business Combination[90](index=90&type=chunk) - BTIG was allocated **360,000** Founder Shares as upfront underwriting compensation, with a fair value of **$667,472** at grant, determined using a PWERM valuation model[91](index=91&type=chunk) - BTIG Founder Shares and certain interests allocated to Condor Investments V are subject to 180-day lock-up restrictions as required by FINRA Rule 5110(e)(1)[94](index=94&type=chunk) [Note 7—Shareholders' Deficit](index=20&type=section&id=Note%207%E2%80%94Shareholders%27%20Deficit) Details authorized and outstanding shares (Class A, Class B, Preference) and warrants, including exercise and redemption terms - Authorized Preference Shares: **5,000,000**; none issued or outstanding as of June 30, 2025[97](index=97&type=chunk) - Class A Ordinary Shares: **500,000,000** authorized; **300,000** issued and outstanding (excluding **41,400,000** subject to possible redemption) as of June 30, 2025[98](index=98&type=chunk) - Class B Ordinary Shares: **50,000,000** authorized; **10,350,000** issued and outstanding as of June 30, 2025[99](index=99&type=chunk) - Warrants outstanding as of June 30, 2025: **10,350,000** Public Warrants and **75,000** Private Placement Warrants, each exercisable for one Class A Ordinary Share at **$11.50**[100](index=100&type=chunk) - Public Warrants are redeemable for cash at **$0.01** per warrant if Class A Ordinary Share price equals or exceeds **$18.00** for 20 trading days within a 30-day period[102](index=102&type=chunk) [Note 8—Fair Value Measurements](index=22&type=section&id=Note%208%E2%80%94Fair%20Value%20Measurements) Classifies assets/liabilities by fair value hierarchy; Trust Account assets are U.S. Treasury Bills; Public Warrants valued at **$3.18 million** at IPO - Fair value hierarchy classifies assets and liabilities into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) - As of June 30, 2025, assets held in the Trust Account comprised **$556** in cash and **$416,107,540** invested in U.S. Treasury Bills[109](index=109&type=chunk) - The fair value of Public Warrants at the Initial Public Offering was **$3,177,450** (**$0.307** per Public Warrant), determined using a Monte Carlo Simulation Model[110](index=110&type=chunk) [Note 9—Segment Information](index=22&type=section&id=Note%209%E2%80%94Segment%20Information) Operates as a single segment, with CODMs assessing performance based on net income/loss and total assets - The Company has determined it has only one operating segment[112](index=112&type=chunk) - Chief Executive Officer and Chief Financial Officer are identified as the chief operating decision makers (CODMs)[112](index=112&type=chunk) - CODMs review net income or loss, total assets, and general and administrative costs to assess performance and allocate resources[113](index=113&type=chunk)[114](index=114&type=chunk) [Note 10—Subsequent Events](index=23&type=section&id=Note%2010%E2%80%94Subsequent%20Events) Public Shares and Warrants began separate trading July 7, 2025; new directors appointed August 1, 2025, with **$75,000** annual compensation - Public Shares (CCCX) and Public Warrants (CCCXW) commenced separate trading on the Nasdaq Global Market on July 7, 2025[116](index=116&type=chunk) - Paul Lapping and Stephen Murphy were appointed as directors, effective August 1, 2025, with Mr. Lapping becoming the chairperson of the Audit Committee[117](index=117&type=chunk) - Each director will receive cash compensation of **$75,000** per annum, effective August 1, 2025[118](index=118&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's analysis of financial condition, IPO impact, liquidity, and risks for completing a business combination [Overview](index=24&type=section&id=Overview) Blank check company formed January 4, 2024, completed IPO May 15, 2025, must complete business combination by May 13, 2028 - Company is a blank check company incorporated on January 4, 2024, for the purpose of effecting a business combination[123](index=123&type=chunk) - Initial Public Offering consummated on May 15, 2025[123](index=123&type=chunk) - Must complete an initial Business Combination within 36 months following the effectiveness of its IPO registration statement (May 13, 2028) to avoid Nasdaq delisting[125](index=125&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) No operating revenues; post-IPO net income of **$1.97 million** (Q2 2025) from Trust Account interest, contrasting with prior losses - No operating revenues generated to date; activities focused on organization, IPO, and identifying acquisition candidates[126](index=126&type=chunk) Net Income (Loss) Summary | Period | Net Income (Loss) ($) | | :------------------------------------------------ | :---------------- | | Three Months Ended June 30, 2025 | $1,973,286 | | Six Months Ended June 30, 2025 | $1,955,086 | | Three Months Ended June 30, 2024 | $(7,230) | | Inception (Jan 4, 2024) through June 30, 2024 | $(51,841) | - Net income for the three and six months ended June 30, 2025, primarily driven by **$2,158,518** in interest income from marketable securities held in the Trust Account[127](index=127&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) IPO generated **$414 million** gross proceeds, with **$414 million** in Trust Account; **$1.23 million** cash outside for operations - Initial Public Offering generated gross proceeds of **$414,000,000** from Public Units and **$3,000,000** from Private Placement Units[131](index=131&type=chunk) - A total of **$414,000,000** was placed in the Trust Account following the IPO and Private Placement[132](index=132&type=chunk) - As of June 30, 2025, the Company had **$1,232,392** in cash outside the Trust Account, intended for identifying target businesses and due diligence[136](index=136&type=chunk) - Sponsor or affiliates may loan up to **$1,500,000** for working capital or transaction costs, convertible into units of the post-business combination entity[137](index=137&type=chunk) - Company has sufficient funds for working capital needs for a minimum of one year from the date of issuance of these financial statements[139](index=139&type=chunk) [Off-Balance Sheet Arrangements](index=26&type=section&id=Off-Balance%20Sheet%20Arrangements) No off-balance sheet arrangements as of June 30, 2025 - The Company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of June 30, 2025[141](index=141&type=chunk) [Contractual obligations](index=26&type=section&id=Contractual%20obligations) No long-term debt; **$30,000** monthly administrative fee and up to **$3 million** deferred underwriting fee - No long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[142](index=142&type=chunk) - Agreement to reimburse the managing member of the Sponsor **$30,000** per month for office space, utilities, and secretarial/administrative support[142](index=142&type=chunk) - Underwriters are entitled to a Deferred Discount of up to **$3,000,000**, payable only upon the completion of the initial Business Combination[143](index=143&type=chunk) [Critical Accounting Estimates](index=27&type=section&id=Critical%20Accounting%20Estimates) Key estimates include valuation of Public Warrants and BTIG Founder Shares - Critical accounting estimates include the valuation of Public Warrants at the Initial Public Offering and the BTIG Founder Shares[145](index=145&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, no quantitative and qualitative market risk disclosures are required - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[146](index=146&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of June 30, 2025, providing reasonable assurance - Disclosure controls and procedures were effective as of June 30, 2025, as concluded by the Certifying Officers[147](index=147&type=chunk) - Disclosure controls and procedures provide only reasonable, not absolute, assurance that objectives are met due to inherent limitations[148](index=148&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) No material litigation is pending or contemplated against the company, its officers, or directors - No material litigation currently pending or contemplated against the Company, its officers, or directors[151](index=151&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) Highlights risks including reduced Trust Account funds, Nasdaq delisting if no business combination by May 13, 2028, and post-combination share price volatility - Extension of the Combination Period could reduce the amount held in the Trust Account and adversely affect the ability to consummate an initial Business Combination or maintain Nasdaq listing[153](index=153&type=chunk) - Securities will likely be suspended from trading and delisted from Nasdaq if the initial Business Combination is not completed by May 13, 2028 (Nasdaq 36-Month Requirement)[154](index=154&type=chunk)[155](index=155&type=chunk) - There is no assurance that the share price of the post-Business Combination company will be greater than the Redemption Price (approximately **$10.03** per Public Share as of June 30, 2025)[158](index=158&type=chunk)[160](index=160&type=chunk) - Certain agreements related to the Initial Public Offering may be amended or their provisions waived without shareholder approval, potentially benefiting the Sponsor, officers, and/or directors[161](index=161&type=chunk) - Market conditions, economic uncertainty, or downturns could adversely affect the business, financial condition, operating results, and ability to consummate a Business Combination[162](index=162&type=chunk)[163](index=163&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Unregistered sale of **300,000** Private Placement Units for **$3 million**; **$414 million** IPO proceeds placed in Trust Account - Completed the unregistered sale of **300,000** Private Placement Units to the Sponsor for **$3,000,000**, pursuant to Section 4(a)(2) of the Securities Act[164](index=164&type=chunk) - Gross proceeds from the Initial Public Offering were **$414,400,000**, and from the Private Placement were **$3,000,000**[166](index=166&type=chunk) - A total of **$414,000,000** was placed in the Trust Account, with remaining proceeds held outside for identifying and consummating an initial Business Combination[167](index=167&type=chunk)[168](index=168&type=chunk) [Item 3. Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - No defaults upon senior securities[171](index=171&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[172](index=172&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements adopted or terminated by directors or officers - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements adopted or terminated by directors or officers during the quarter ended June 30, 2025[172](index=172&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) Lists various IPO-related agreements, organizational documents, and certifications filed or incorporated by reference - Lists various agreements (e.g., Underwriting Agreement, Warrant Agreements, Registration Rights Agreement) and certifications (e.g., CEO/CFO certifications) filed or incorporated by reference[174](index=174&type=chunk) SIGNATURES [Signatures](index=33&type=section&id=Signatures) Report signed by CEO Michael Klein and CFO Jay Taragin on August 13, 2025 - Report signed by Michael Klein, Chief Executive Officer, and Jay Taragin, Chief Financial Officer[179](index=179&type=chunk) - Date of signing: August 13, 2025[179](index=179&type=chunk)