Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) As a newly formed special purpose acquisition company (**SPAC**), the company's financial statements for the period ended **June 30, 2025**, primarily reflect the results of its **Initial Public Offering** (**IPO**) in **May 2025**. The balance sheet shows significant assets held in a **Trust Account**, while the statement of operations reports **net income** generated from interest on these funds, offset by general and administrative costs. The company had no operating revenue as it has not yet commenced business operations or completed a **business combination** [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Balance Sheet Overview (as of June 30, 2025) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Cash | **$1,232,392** | **$0** | | Cash and marketable securities held in **Trust Account** | **$416,158,518** | **$0** | | **Total Assets** | **$418,059,568** | **$157,937** | | Total Liabilities | **$3,102,760** | **$184,847** | | Class A Ordinary Shares subject to possible redemption | **$415,158,518** | **$0** | | **Total Shareholders' Deficit** | **($201,710)** | **($26,910)** | - The **significant increase in assets** from **December 2024** to **June 2025** is primarily due to the consummation of the **Initial Public Offering** in **May 2025**, with proceeds placed into the **Trust Account**[11](index=11&type=chunk)[31](index=31&type=chunk)[34](index=34&type=chunk) [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Operating Results (Unaudited) | Period | General & administrative costs | Income from Trust Account | Net Income (Loss) | | :--- | :--- | :--- | :--- | | **Three Months Ended June 30, 2025** | **($185,232)** | **$2,158,518** | **$1,973,286** | | **Six Months Ended June 30, 2025** | **($203,432)** | **$2,158,518** | **$1,955,086** | | **Three Months Ended June 30, 2024** | **($7,230)** | **$0** | **($7,230)** | | **Period from Jan 4, 2024 (Inception) to June 30, 2024** | **($51,841)** | **$0** | **($51,841)** | - The company's **net income** in **2025** is **entirely driven by non-operating income** earned on cash and marketable securities held in the **Trust Account** following the **IPO**, as the company has not yet commenced operations[15](index=15&type=chunk)[29](index=29&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Cash Flow Summary for the Six Months Ended June 30, 2025 | Cash Flow 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** | - **Financing activities** provided **significant cash inflows** from the sale of **Public and Private Placement Units**. The **majority of this cash was used in investing activities**, specifically for the investment of **$414,000,000** into the **Trust Account**[25](index=25&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) - The company is a **blank check company** incorporated on **January 4, 2024**, for the purpose of effecting a **business combination**. It has a **24-month period** (extendable to **27 months**) from its **IPO** to complete a **business combination**[28](index=28&type=chunk)[35](index=35&type=chunk) - On **May 15, 2025**, the company consummated its **IPO** of **41,400,000 units** at **$10.00 per unit**, generating **gross proceeds** of **$414,000,000**. Simultaneously, it sold **300,000 private placement units** to its Sponsor for **$3,000,000**[31](index=31&type=chunk)[32](index=32&type=chunk) - The company has a **deferred underwriting fee** of **up to $3,000,000**, which is payable only upon the completion of an initial **Business Combination**[90](index=90&type=chunk) - Subsequent to the quarter end, on **July 7, 2025**, the **Public Shares and Warrants** began separate trading on Nasdaq. The company also appointed **two new directors**, Paul Lapping and Stephen Murphy, effective **August 1, 2025**[116](index=116&type=chunk)[117](index=117&type=chunk) [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 discusses the company's status as a **blank check company** with **no current operations**, focusing on activities related to its formation and the **May 2025 IPO**. The results of operations are straightforward, with **net income** derived from interest on the **Trust Account**. The company's liquidity is strong, consisting of cash held outside the trust for operational needs and a substantial amount of marketable securities within the **Trust Account** designated for a future **business combination**. Management confirms **sufficient funds for at least one year of operations** [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Net Income (Loss) Summary | Period | Net Income (Loss) | Key Drivers | | :--- | :--- | :--- | | **Three Months Ended June 30, 2025** | **$1,973,286** | **$2.16M Trust income offset by** **$185K** G&A costs | | **Six Months Ended June 30, 2025** | **$1,955,086** | **$2.16M Trust income offset by** **$203K** G&A costs | | **Period from Jan 4, 2024 to June 30, 2024** | **($51,841)** | **G&A costs only** | [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) - As of **June 30, 2025**, the company had **$1,232,392** in cash held outside the **Trust Account** for **working capital purposes**[136](index=136&type=chunk) - The **Trust Account** held **$416,158,518** in marketable securities as of **June 30, 2025**, which is intended to be used for a future **Business Combination**[135](index=135&type=chunk) - The Sponsor may provide **Working Capital Loans** **up to $1,500,000**, which can be converted into units post-**business combination**. As of **June 30, 2025**, **no such loans were outstanding**[137](index=137&type=chunk) - The company has **sufficient funds** for its **working capital needs for at least one year** from the date of the financial statement issuance[139](index=139&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is a **smaller reporting company** and is therefore not required to provide quantitative and qualitative disclosures about market risk - As a **smaller reporting company** defined by Rule 12b-2 of the Exchange Act, the company is not required to provide the information under this item[146](index=146&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's **disclosure controls and procedures** and concluded that they were effective as of **June 30, 2025**. This ensures that information required for SEC reports is recorded, processed, and reported in a timely manner - Based on an evaluation conducted by management, the company's Certifying Officers **concluded that disclosure controls and procedures were effective** as of **June 30, 2025**[147](index=147&type=chunk) Part II. Other Information [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there is **no material litigation** currently pending or contemplated against the company, its officers, or its directors - To the knowledge of management, there is **no material litigation** currently pending or contemplated against the company[151](index=151&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) The company highlights several key risks, including the potential need to extend its **24-27 month Combination Period**, which could reduce funds in the **Trust Account** due to **shareholder redemptions**. It also notes the risk of its securities being **suspended from trading and delisted from Nasdaq** if a **business combination** is not completed by **May 13, 2028**, per Nasdaq's **36-month requirement** for **SPACs**. Additionally, there is a risk that the share price of the post-**business combination** company could fall below the **redemption price** offered to public shareholders - The company may need to extend its **Combination Period**, which would require shareholder approval and offer redemption rights, potentially reducing the amount in the **Trust Account**[153](index=153&type=chunk) - If a **business combination** is not consummated by **May 13, 2028**, the company's securities will likely be **suspended from trading and delisted from Nasdaq**, per the exchange's **36-month requirement** for **SPACs**[154](index=154&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk) - There is a risk that the share price of the post-**Business Combination** company may be less than the **redemption price** (**approx. $10.03 per share**), and shareholders who hold their shares could see the value of their investment decline[158](index=158&type=chunk)[160](index=160&type=chunk) [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) The company details the sale of **300,000 Private Placement Units** to its Sponsor at **$10.00 per unit**, generating **gross proceeds** of **$3,000,000**. This sale was conducted simultaneously with the **IPO** and was **exempt from registration** under the Securities Act. The use of proceeds from the **IPO** and private placement is confirmed, with **$414,000,000** placed into the **Trust Account** - Simultaneously with the **IPO**, the company sold **300,000 Private Placement Units** to the Sponsor at **$10.00 per unit** for **gross proceeds** of **$3,000,000** in a sale **exempt from registration**[164](index=164&type=chunk) - Following the **IPO** and Private Placement, a total of **$414,000,000** was placed in the **Trust Account**[167](index=167&type=chunk) [Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports **no defaults upon senior securities** - **None**[171](index=171&type=chunk) [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) [Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company reports **no other material information** for the quarter. It also confirms that **no directors or officers adopted or terminated any Rule 10b5-1 trading arrangements** during the period - During the quarter ended **June 30, 2025**, **none** of the company's directors or officers adopted or terminated any **Rule 10b5-1 trading arrangement** or **non-Rule 10b5-1 trading arrangement**[172](index=172&type=chunk) [Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section provides a list of **Exhibits** filed as part of the Form 10-Q, including the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, various warrant and trust agreements, and officer certifications - Lists all **Exhibits** filed with the report, including **key agreements** related to the **IPO** and **company governance**[174](index=174&type=chunk)

Core Points - Churchill Capital Corp X announced that starting July 7, 2025, holders of units from the initial public offering can separately trade Class A ordinary shares and warrants [1] - The separated Class A ordinary shares and warrants will trade on the Nasdaq Global Market under the symbols "CCCX" and "CCCXW," while units that remain unseparated will continue to trade under "CCCXU" [1] Company Overview - Churchill Capital Corp X was founded by Michael Klein, who is also the founder and managing partner of M. Klein and Company, LLC [2] - The company was established to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses across any industry [2]

Financial Performance - The company reported a net loss of $18,200 for the three months ended March 31, 2025, and a cumulative net loss of $44,611 since inception on January 4, 2024 [97]. - The company does not expect to generate operating revenues until after the completion of its Business Combination [96]. Initial Public Offering - The company completed its Initial Public Offering on May 15, 2025, raising gross proceeds of $414,000,000 from the sale of 41.4 million Units, including a full exercise of the underwriters' over-allotment option of 5.4 million Units [100]. - A total of $414,000,000 was placed in the Trust Account following the Initial Public Offering, with $3,971,368 incurred in offering costs [101]. Use of Funds - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital and growth strategies [102]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025 [106]. - The company has a contractual obligation to reimburse the managing member of the Sponsor $30,000 per month for administrative support, which will cease upon completion of the Initial Business Combination [107]. - The underwriter is entitled to a deferred fee of up to $3,000,000, payable only upon the completion of the Initial Business Combination [108]. Risks and Challenges - The company has incurred significant costs related to its acquisition plans and does not assure the success of completing a Business Combination [95]. - Various economic factors, including market volatility and geopolitical instability, may adversely affect the company's ability to complete its Initial Business Combination [98].