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 - The company has withdrawn $1,000,000 in interest from the Trust Account for working capital purposes, with no further amounts available until May 15, 2026 [151].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].
Churchill Capital Corp X-A(CCCX) - 2025 Q3 - Quarterly Report