Churchill Capital Corp X-A(CCCX) - 2025 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION Item 1. Financial Statements Presents unaudited condensed financial statements, including balance sheets, operations, equity changes, cash flows, and explanatory notes Condensed Balance Sheets 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 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 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 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] Notes to Condensed Financial Statements Detailed notes cover company formation, IPO, accounting policies, related party transactions, commitments, and subsequent events Note 1—Description of Organization and Business Operations 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] - 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] - 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] Note 2—Summary of Significant Accounting Policies 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] - 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] - 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] - 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] Note 3—Initial Public Offering 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] - Sold 41,400,000 Public Units at $10.00 per unit, generating total gross proceeds of $414,000,000[77] - The sale included the full exercise of the underwriters' Over-Allotment Option of 5,400,000 units[77] Note 4—Private Placement 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] - 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] Note 5—Related Party Transactions 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][85] - Company agreed to reimburse the managing member of the Sponsor $30,000 per month for administrative support, commencing May 14, 2025[87] - 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] - 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] Note 6—Commitments and Contingencies 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] - 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] - 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] Note 7—Shareholders' Deficit 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] - 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] - Class B Ordinary Shares: 50,000,000 authorized; 10,350,000 issued and outstanding as of June 30, 2025[99] - 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] - 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] Note 8—Fair Value Measurements 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][107][108] - 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] - 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] Note 9—Segment Information 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] - Chief Executive Officer and Chief Financial Officer are identified as the chief operating decision makers (CODMs)[112] - CODMs review net income or loss, total assets, and general and administrative costs to assess performance and allocate resources[113][114] Note 10—Subsequent Events 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] - Paul Lapping and Stephen Murphy were appointed as directors, effective August 1, 2025, with Mr. Lapping becoming the chairperson of the Audit Committee[117] - Each director will receive cash compensation of $75,000 per annum, effective August 1, 2025[118] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's analysis of financial condition, IPO impact, liquidity, and risks for completing a business combination 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] - Initial Public Offering consummated on May 15, 2025[123] - 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] Results of Operations No operating revenues; post-IPO net income of $1.97 million (Q2 2025) from Trust Account interest, contrasting with prior losses - No operating revenues generated to date; activities focused on organization, IPO, and identifying acquisition candidates[126] Net Income (Loss) Summary | Period | Net Income (Loss) ($) | | :------------------------------------------------ | :---------------- | | 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] Liquidity and Capital Resources 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] - A total of $414,000,000 was placed in the Trust Account following the IPO and Private Placement[132] - 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] - 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] - Company has sufficient funds for working capital needs for a minimum of one year from the date of issuance of these financial statements[139] Off-Balance Sheet Arrangements 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] Contractual obligations 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] - Agreement to reimburse the managing member of the Sponsor $30,000 per month for office space, utilities, and secretarial/administrative support[142] - Underwriters are entitled to a Deferred Discount of up to $3,000,000, payable only upon the completion of the initial Business Combination[143] Critical Accounting Estimates 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] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] Item 4. Controls and Procedures 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] - Disclosure controls and procedures provide only reasonable, not absolute, assurance that objectives are met due to inherent limitations[148] PART II - OTHER INFORMATION Item 1. Legal Proceedings 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] Item 1A. Risk Factors 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] - 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][155] - 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][160] - 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] - Market conditions, economic uncertainty, or downturns could adversely affect the business, financial condition, operating results, and ability to consummate a Business Combination[162][163] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] - Gross proceeds from the Initial Public Offering were $414,400,000, and from the Private Placement were $3,000,000[166] - 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][168] Item 3. Defaults Upon Senior Securities No defaults upon senior securities were reported - No defaults upon senior securities[171] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[172] Item 5. Other Information 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] Item 6. Exhibits 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] SIGNATURES 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] - Date of signing: August 13, 2025[179]