Churchill Capital Corp X Unit(CCCXU) - 2025 Q2 - Quarterly Report

Part I. Financial Information Financial Statements 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 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][31][34] Condensed Statements of Operations 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][29] Condensed Statements of Cash Flows 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] Notes to Condensed Financial Statements - 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][35] - 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][32] - 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] - 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][117] Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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 - As of June 30, 2025, the company had $1,232,392 in cash held outside the Trust Account for working capital purposes[136] - 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] - 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] - The company has sufficient funds for its working capital needs for at least one year from the date of the financial statement issuance[139] Quantitative and Qualitative Disclosures About Market Risk 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] Controls and Procedures 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] Part II. Other Information Legal Proceedings 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] Risk Factors 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] - 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][155][156] - 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][160] Unregistered Sales of Equity Securities and Use of Proceeds 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] - Following the IPO and Private Placement, a total of $414,000,000 was placed in the Trust Account[167] Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[171] Mine Safety Disclosures This item is not applicable to the company - Not applicable[172] Other Information 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] Exhibits 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]