Infleqtion Updates Selling Securityholder Table After Global Frontier Distributes 23.25 Million Shares to Limited Partners

Background on the Infleqtion Business Combination and Original Registration Statement

Infleqtion's current public company structure emerged from a business combination between Churchill Capital Corp X ("CCX"), a special purpose acquisition company, and ColdQuanta, Inc., which operated under the trade name Infleqtion. The business combination closed on terms that included private placement subscription agreements entered into on September 8, 2025. Those agreements resulted in the issuance of what the filing describes as "PIPE Shares," covering up to 12,654,760 shares of common stock issued to private investors alongside the broader merger transaction.

The original Form S-1 registration statement, carrying registration number 333-294802, established the framework under which a large volume of shares and warrants became eligible for resale by selling securityholders. The base prospectus dated April 9, 2026 covered securities including Founder Shares originally issued to Churchill Sponsor X, LLC (the "Sponsor"), CCX Private Placement Shares, and shares issued to former securityholders of ColdQuanta, Inc. in connection with the business combination. This fourth prospectus supplement does not alter the total number of securities registered — it solely updates the identities of certain selling securityholders following the Global Frontier distribution.

Details of the Global Frontier In-Kind Distribution Completed July 10, 2026

According to the disclosure, entities affiliated with Global Frontier completed an in-kind distribution of 23,251,796 shares of Infleqtion common stock to certain of their limited partners as of July 10, 2026. An in-kind distribution of this nature means that the fund entities transferred shares directly to their underlying limited partner investors, rather than selling shares in the open market and distributing cash proceeds. This type of transaction is common in private equity and venture-linked fund structures when a fund reaches a liquidity event and chooses to pass underlying assets directly to its investors.

As a result of this distribution, a number of new legal entities and individuals now appear as named selling securityholders in the updated table. The filing makes clear that the purpose of this fourth supplement is specifically and solely to reflect this change in holder identity. The Prospectus itself, including its risk factors, plan of distribution, and all other substantive disclosures, remains in full effect and is not otherwise modified by this supplement.

New Selling Securityholders Named Following the Distribution

The updated selling securityholder table introduced by this supplement names a range of entities and individuals who received shares through the Global Frontier distribution. Among the largest recipients disclosed in the table is S&G Foundation, which the filing states received 11,573,878 shares of common stock in connection with the distribution. According to the filing, voting and dispositive power over S&G Foundation's shares is exercised by an investment committee of more than three members, and no individual member is deemed to beneficially own the securities on a standalone basis. The foundation's address is listed as PO Box 1911, Wilson, WY 83014.

Other named recipients include FW Global Frontiers Investors, LP, which holds 2,418,323 shares and is based at 201 Main Street, Suite 1600, Fort Worth, TX 76102; LAD Trust UAD September 30, 2011, holding 2,085,798 shares; William E. Greener, holding 1,871,018 shares; Capital Partnership (CMB) LP, holding 1,943,807 shares; and W. Grant Dollens, who beneficially owns 2,077,824 shares but is registering 1,994,448 for sale with 83,376 shares remaining post-offering. Entities still affiliated with Global Frontier retain 2,354,569 shares registered for resale under the updated table.

Smaller Holders Introduced Into the Registration Table

Beyond the larger recipients, the filing introduces several smaller individual and entity holders whose shares also originated from the Global Frontier distribution. These include Hornblower Capital Holdings, LLC, which beneficially owns 2,703,792 shares but is registering only 221,109 for sale under this supplement, retaining 2,482,683 shares — a post-offering ownership percentage disclosed as approximately 1.1%. Thomas Lawrence is shown as beneficially owning 69,201 shares and registering 68,551 for resale, with 650 shares remaining post-offering, reflecting less than one percent ownership.

Additional smaller recipients named in the table include James C. Kelly and Kristen H. Kelly JT TEN (18,425 shares), David J. Richards (51,688 shares), George H. Billington (23,045 shares), Arnau Porto Dolc (51,688 shares), the 2010 Peregrine Trust (283,078 shares), the Grant Dollens 2018 Dynasty Trust (181,755 shares), and Rachel Kalin (465,155 shares). Each of these holders registered all beneficially owned shares for resale, resulting in zero remaining post-offering ownership in each respective case, based on the table as disclosed.

Total Securities Covered by the Base Prospectus and Warrant Structure

The base prospectus, which this supplement supplements without altering, covers an aggregate of up to 10,425,000 shares of Infleqtion common stock issuable upon the exercise of warrants. This consists of two distinct warrant categories: up to 75,000 shares issuable upon the exercise of Private Warrants originally issued to the Sponsor in a private placement in connection with CCX's initial public offering, and up to 10,350,000 shares issuable upon the exercise of an equal number of Public Warrants that were originally issued in CCX's IPO. The common stock carries a par value of $0.0001 per share.

In addition to the warrant-backed shares, the Prospectus also covers the resale by selling securityholders of up to 121,829,432 shares of common stock and up to 75,000 Private Warrants. The filing states that Infleqtion will receive proceeds from any cash exercise of warrants, but will not receive any proceeds from the resale of shares or warrants by selling securityholders. All costs, expenses, and fees associated with the registration itself are borne by Infleqtion, while selling securityholders bear any applicable commissions or discounts on their own sales.

Founder Shares, PIPE Shares, and Legacy Infleqtion Holder Shares Within the Registered Pool

The overall pool of up to 121,829,432 registered resale shares encompasses several distinct categories of stock that arose from the business combination. The filing identifies up to 12,654,760 PIPE Shares issued through private placement subscription agreements dated September 8, 2025; up to 10,350,000 Founder Shares originally issued to the Sponsor, of which 1,500,000 were unvested at closing and are subject to re-vesting upon the occurrence of a defined "Triggering Event" per the Sponsor Agreement; and up to 300,000 CCX Private Placement Shares issued to the Sponsor in connection with CCX's IPO.

The largest single component of the registered resale pool consists of up to 98,449,672 shares issued to former securityholders of ColdQuanta, Inc. (doing business as Infleqtion), referred to in the filing as "Legacy Infleqtion Holders." These shares became registrable pursuant to an Amended and Restated Registration Rights Agreement dated September 8, 2025, between Infleqtion and the relevant selling securityholders. An additional 75,000 shares in this category are issuable upon exercise of the Private Warrants and are included in the registered resale total alongside the 75,000 Private Warrants themselves.

Common Stock and Warrant Prices as of July 14, 2026

The filing reports that on July 14, 2026 — the date of this prospectus supplement — the last reported sales price of Infleqtion's common stock on the New York Stock Exchange was $10.45 per share. The last reported sales price of the Public Warrants on NYSE under the symbol "INFQ WS" was $5.35 per warrant. These figures are provided in the supplement as required reference prices at the time of filing and are not forward-looking guidance of any kind.

The immediate share price impact of this prospectus supplement was not clear from available public information. It is worth noting that the introduction of new selling securityholders into a registration statement does not itself constitute a new issuance of securities. The shares covered by the updated table were already registered for resale under the original Prospectus; this supplement simply updates the identities of the securityholders who may offer those shares. Whether or when any selling securityholder chooses to sell remains at their individual discretion.

Emerging Growth Company Status and Reduced Reporting Obligations

Infleqtion notes in the filing that it qualifies as an "emerging growth company" as defined under U.S. federal securities laws. This designation allows the company to comply with reduced public company reporting requirements relative to larger, fully reporting issuers. The Prospectus was prepared in compliance with the requirements applicable to an emerging growth company issuer, meaning certain disclosures that would be required of a non-emerging-growth company may not be present in the registration documents.

Investors reviewing the company's disclosures should bear in mind that emerging growth company status can affect the scope and depth of financial and governance information available in public filings. The filing's risk factors section, beginning on page 8 of the base Prospectus, is flagged as essential reading for any investor considering the securities covered by this registration. The supplement itself does not reproduce or amend those risk factors but directs readers to the base Prospectus for their full content.

Registration Rights Framework Governing Selling Securityholder Resales

The registration of securities covered by the Prospectus and this supplement was undertaken by Infleqtion to fulfill contractual registration rights held by certain securityholders under agreements entered into in connection with the business combination. The filing states that Infleqtion is registering the securities pursuant to these rights but that registration does not compel any selling securityholder to actually offer or sell their shares or warrants. Securityholders retain full discretion over whether, when, and at what price to sell their registered securities.

The plan of distribution described in the base Prospectus permits selling securityholders to offer, sell, or distribute all or a portion of the registered securities publicly or through private transactions, at prevailing market prices or at negotiated prices. Infleqtion bears all costs and fees of registration, including compliance with state securities, or "blue sky," laws. Selling securityholders are responsible for any brokerage commissions or underwriting discounts applicable to their own sales activity. This prospectus supplement does not modify or amend those distribution mechanics in any way.

How the Updated Selling Securityholder Table Interacts With the Prior Prospectus

This fourth prospectus supplement explicitly states that the table it contains supersedes and replaces, solely with respect to the named selling securityholders, the corresponding information set forth in the "Selling Securityholders" section of the base Prospectus beginning on page 123. For all other selling securityholders not named in this supplement's table, the original Prospectus information remains in effect and is not amended. Readers are directed to consult the base Prospectus in conjunction with this supplement, as the supplement is not complete without it.

The filing also includes a standard regulatory reminder that neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities covered, nor has any such body passed upon the accuracy or adequacy of this supplement or the base Prospectus. Any representation to the contrary is stated in the filing to constitute a criminal offense. Investors and advisors reviewing these materials should ensure they are reading the supplement together with the full base Prospectus and all prior supplements to obtain a complete picture of the registered offering.