UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (Form 8-K)

audited historical financial statements of Churchill for the period from January 4, 2024 (inception) through December 31, 2024;

unaudited historical condensed financial statements of Churchill as of and for the nine months ended September 30, 2025;

audited historical financial statements of Legacy Infleqtion for the year ended December 31, 2024;

unaudited historical condensed financial statements of Legacy Infleqtion as of and for the nine months ended September 30, 2025; and

other information relating to Churchill and Legacy Infleqtion, including the Merger Agreement and the description of certain terms thereof and the financial and operational condition of Churchill and Legacy Infleqtion.

151,804,988 shares of Common Stock issued to Legacy Infleqtion's stockholders, including 880,446 shares issued in respect of restricted stock awards;

Infleqtion, Inc. options related to the assumption of Legacy Infleqtion stock options, which will be exercisable for 30,179,087 shares of Common Stock;

300,000 shares of Common Stock issued in exchange for Churchill private placement shares held by the Sponsor subject to certain provisions under the Sponsor Agreement;

10,350,000 shares of Common Stock in exchange for Churchill Founder Shares held by the Sponsor subject to certain provisions under the Sponsor Agreement;

41,362,179 shares of Common Stock held by Churchill public shareholders.

the Domestication and related automatic conversion of each Churchill Class A Ordinary Share issued and outstanding immediately prior to the Domestication into one share of Churchill common stock;

the Merger of Merger Sub I, with and into Legacy Infleqtion, with Legacy Infleqtion as the surviving company, and immediately thereafter, the merger of such surviving corporation with and into Merger Sub II, with Merger Sub II continuing as the surviving entity and as a wholly owned subsidiary of Churchill;

each share of Legacy Infleqtion common stock, including shares of Legacy Infleqtion common stock issued upon the pre-Closing conversion of Legacy Infleqtion preferred stock, was automatically surrendered and ceased to exist, and exchanged for the right to receive, in the aggregate, the Merger Consideration (as defined in the Merger Agreement); and

the assumption of each outstanding and unexercised Legacy Infleqtion option (whether or not vested) by Infleqtion, Inc., which then became an option to purchase shares of Common Stock, on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each such Legacy Infleqtion option immediately prior to the Effective Time (each an "Exchanged Option"), except that (1) the number of shares of Common Stock subject to such Exchanged Option will equal (a) the number of shares of Legacy Infleqtion common stock that were subject to such option immediately prior to the Effective Time multiplied by (b) the Exchange Ratio, rounded down to the nearest whole share, and (2) the per share exercise price will equal the quotient of (a) the exercise price per share of Legacy Infleqtion common stock at which such option was exercisable immediately prior to the Effective Time, divided by (b) the Exchange Ratio, rounded up to the nearest whole cent.

each outstanding Legacy Infleqtion restricted stock award that is outstanding as of immediately prior to the Effective Time converted into the right to receive a number of shares of Common Stock, based on the agreed upon Exchange Ratio.

Subscription Agreements - In connection with the execution of the Merger Agreement, Churchill entered into the PIPE Subscription Agreements with PIPE Investors. Pursuant to the terms of the PIPE Subscription Agreements, Churchill issued and sold to the PIPE Investors and the PIPE Investors purchased, 12,654,760 shares of Churchill common stock at a purchase price of $10.00 per share for aggregate proceeds of $126.5 million.

Sponsor Agreement - Pursuant to the terms of the Sponsor Agreement, 1,500,000 Churchill Founder Shares held by the Sponsor became unvested as of the Closing and will revest on the date on the occurrence of the Triggering Event. If the Triggering Event is not achieved within five years of the Closing, such Churchill Founder Shares will be forfeited in accordance with the terms of the Sponsor Agreement. In the event of a change of control of Churchill prior to the fifth anniversary of the Closing, the Churchill Founder Shares will vest immediately prior to the closing of such change of control if the change of control also constitutes the Triggering Event; otherwise, they will be automatically forfeited immediately prior to the closing for no consideration.

Legacy Infleqtion stockholders ⁽¹⁾

Sponsor shares ⁽²⁾

Churchill public shareholders

PIPE Investors ⁽³⁾

Total

Consists of 150,924,542 shares of Common Stock issued in respect of shares of Legacy Infleqtion common stock and Legacy Infleqtion preferred stock, and 880,446 shares of Common Stock issued in respect of Legacy Infleqtion restricted stock awards, which are considered to be legally outstanding as of Closing.

Includes 300,000 Churchill private placement shares held by the Sponsor and 10,350,000 Churchill Founder Shares held by the Sponsor. The outstanding amount of Churchill Founder shares includes 1,500,000 shares that became unvested as of the Closing and will revest on the occurrence of the Triggering Event. At Closing, all of the Churchill Founder Shares held by the Sponsor are outstanding and entitled to vote.

Pursuant to the terms of the PIPE Subscription Agreements, as described above, Churchill issued and sold to the PIPE Investors, and the PIPE Investors purchased, 12,654,760 shares at a purchase price of $10.00 per share for an aggregate commitment of $126.5 million.

Legacy Infleqtion stockholders comprise a relative majority of greater than 70.1% of the voting power of the Post-Closing Company;

Legacy Infleqtion nominated a majority of the members of the board of directors of the Post-Closing Company;

Legacy Infleqtion's operations prior to the Business Combination comprise the only ongoing operations of Post-Closing Company;

Legacy Infleqtion's senior management comprise the senior management of Post-Closing Company;

The ongoing operations of Legacy Infleqtion became the operations of the Post-Closing Company; and

Legacy Infleqtion's headquarters became the Post-Closing Company's headquarters.

ASSETS

Current assets

Cash and cash equivalents

Available-for-sale securities

Accounts receivable

Unbilled receivables

Inventories

Prepaid expenses and other current assets

Prepaid insurance

Total Current assets

Non-current assets

Property and equipment, net

Lease right-of-use assets

Other assets

Goodwill

Cash and marketable securities held in Trust Account

Prepaid insurance- long term

Total Non-current assets

Total Assets

LIABILITIES

Current liabilities

Accounts payable

Accrued liabilities

Contract liabilities

Current portion of lease right-of-use liabilities

Deferred consideration, current

Accrued offering costs

Subscription agreement liability

Total Current liabilities

Non-Current liabilities

Lease right-of-use liabilities, net of current portion

Deferred underwriting fee payable

Total Non-Current liabilities

Total Liabilities

Commitments and Contingencies

Total Commitments and Contingencies

Redeemable equity

Series Seed convertible redeemable preferred stock

Series Seed II convertible redeemable preferred stock

Series A convertible redeemable preferred stock

Series B convertible redeemable preferred stock

Series B1 convertible redeemable preferred stock

Series C convertible redeemable preferred stock

Series C1 convertible redeemable preferred stock

Class A ordinary shares subject to possible redemption

Total Redeemable equity

EQUITY

Stockholders' equity

Churchill Class A Ordinary Shares

Churchill Class B Ordinary Shares

Common Stock

Legacy Infleqtion Common stock

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income (loss)

Total Stockholders' equity

Total Equity

Total Liability, Redeemable Equity and Equity

Product revenue

Service revenue

Revenue

Cost of products

Cost of services

Gross profit

Research and development

Selling and marketing

General and administrative

Subscription agreement expense

Impairment of assets

Grant Income

Loss from operations

Interest income, net

Change in fair value of contingent consideration

Income earned on cash and marketable securities held in Trust Account

Change of fair value of subscription agreement liability

Change in fair value of SAFE liabilities

Other, net

Loss before income taxes

Income tax expense (benefit)

Net loss

Shares used in computing net loss per share attributable to Infleqtion, Inc. shareholders- basic and diluted

Net loss per share attributable to Infleqtion, Inc. shareholders - basic and diluted

Historical

Weighted average shares outstanding of Legacy Infleqtion common stock-basic and diluted

Basic and diluted net loss per share-Legacy Infleqtion common stock

Shares used in computing net loss per share attributable to Churchill Class A Ordinary shareholders- basic and diluted

Basic and diluted loss per share - Churchill Class A Ordinary Shares

Product revenue

Service revenue

Revenue

Cost of products

Cost of services

Gross profit

Research and development

Selling and marketing

General and administrative

Subscription agreement expense

Impairment of assets

Grant Income

Loss from operations

Interest income, net

Change in fair value of SAFE liabilities

Change in fair value of contingent consideration

Other, net

Loss before income taxes

Income tax expense (benefit)

Net loss

Shares used in computing net loss per share attributable to Infleqtion, Inc. shareholders- basic and diluted

Net loss per share attributable to Infleqtion, Inc. shareholders - basic and diluted

Historical

Weighted average shares outstanding of Legacy Infleqtion common stock-basic and diluted

Basic and diluted net loss per share-Legacy Infleqtion common stock

Shares used in computing net loss per share attributable to Churchill Class A Ordinary shareholders- basic and diluted

Basic and diluted loss per share - Churchill Class A Ordinary Shares

Reflects the redemption of 37,821 shares of Churchill Class A common stock at a redemption price of $10.27 per share, resulting in a redemption payment of $0.4 million from the trust account to redeem Churchill public stockholders. Churchill does not expect that redemptions in connection with the Business Combination will cause Infleqtion, Inc. to be subject to U.S. federal excise taxes.

Reflects the reclassification of cash held in trust account of $419.2 million to cash and cash equivalents that becomes available for general use by Infleqtion, Inc. following the Closing. On the Closing date, the actual balance of cash in the trust account, including accumulated interest earned during the period prior to transfer, was $424.8 million.

Reflects transaction costs of $42.4 million for financial advisory, legal, accounting, and other fees related to the Business Combination, excluding deferred underwriting fees of $3.0 million included in Note 2(I) below. Transaction costs are categorized as follows:

Legacy Infleqtion Transaction costs:

(A) Costs related to issuance of equity

Amount incurred and paid prior to September 30, 2025⁽²⁾

Amount incurred and to be paid ^{(1) (2) (3)}

Amounts to be incurred ⁽¹⁾

Subtotal⁽⁴⁾

(B) Costs to be expensed

Amount incurred and paid prior to September 30, 2025

Amount incurred and to be paid ^{(1) (3)}

Amounts to be incurred ⁽¹⁾⁽⁵⁾

Subtotal

Churchill Transaction costs:

Amount incurred and paid prior to September 30, 2025⁽⁶⁾

Amount incurred and to be paid ^(1)(3)(6)

Amounts to be incurred ⁽¹⁾⁽⁴⁾

Subtotal

Total Transaction costs

Adjustments to Cash and cash equivalents totaled $40.2 million

Adjustments to Prepaid expenses and other current assets totaled $4.5 million

Of the total incurred but not yet paid costs of $4.3 million, $3.1 million was recorded in Accounts payable and $1.2 million was recorded in Accrued liabilities

Adjustments to Additional paid-in-capital totaled $39.3 million

Adjustments to Accumulated deficit totaled $1.1 million

Amounts previously expensed by Churchill are reclassified to Additional paid-in capital in Adjustment (G)

Reflects the reclassification of Churchill Class A Ordinary Shares subject to possible redemption to permanent equity at Closing.

Reflects the conversion of Legacy Infleqtion preferred stock into shares of Legacy Infleqtion common stock, and subsequently, of Legacy Infleqtion common stock into shares of Common Stock at Closing.

Reflects the conversion of Churchill Class B Ordinary Shares, on a one-for-one basis, into Churchill Class A Ordinary Shares, and subsequently, of the Churchill Class A Ordinary Shares to shares of Infleqtion, Inc.

Reflects the elimination of Churchill's historical accumulated deficit of $38.0 million.

Reflects the gross proceeds received from the PIPE pursuant to PIPE Subscription Agreements of $126.5 million from the issuance and sale of 12,654,760 shares of the Churchill Class A Ordinary Shares at $10.00 per share.

Reflects the settlement of the deferred underwriting fee of $3.0 million paid in full at the Closing.

Reflects the removal of the $36.5 million liability recorded by Churchill in relation to Churchill's Subscription Agreements pursuant to which Churchill issued and sold shares to the PIPE investors at the Closing. The Subscription Agreements are terminated in conjunction with the Closing.

Reflects the settlement of Churchill's outstanding liabilities that were paid at the Closing.

Reflects the write off of Churchill's prepaid expense balances as these amounts are not expected to benefit Infleqtion, Inc.

Reflects fees of $0.3 million per quarter to be paid to an affiliate of M. Klein & Company pursuant to the Advisory Agreement, which will be in effect for a period of two years (unless extended for an additional year term upon mutual agreement of the parties to the Advisory Agreement), in exchange for advisory services provided to Infleqtion, Inc.

Represents the elimination of investment income related to the investments held in the Churchill trust account.

Reflects the elimination of historical expenses related to Churchill's office space, utilities, secretarial and administrative services. Upon completion of the Business Combination or Churchill's liquidation, the obligation to continue paying these monthly fees under the agreement between Churchill and M. Klein Associates, Inc will be terminated and Churchill will cease paying these monthly fees.

Reflects the elimination of the expense and change in fair value of the liability associated with Subscription Agreements. As indicated in Note 2 (J), the Subscription Agreements are terminated in conjunction with the Closing.

Reflects the total estimated remaining transaction costs of Legacy Infleqtion to be incurred and expensed as a part of the Business Combination. Transaction costs are expensed as incurred and reflected as if incurred on January 1, 2024. This is a non-recurring item.

Reflects fees of $0.3 million per quarter to be paid to an affiliate of M. Klein & Company pursuant to the Advisory Agreement, which will be in effect for a period of two years (unless extended for an additional year term upon mutual agreement of the parties to the Advisory Agreement), in exchange for advisory services provided to Infleqtion, Inc.

Reflects a one-time stock-based compensation charge of $1.1 million related to options granted to the Chief Executive Officer. The awards were granted at a grant date fair value of $0.15 per option. These options are expected to accelerate vest and become exercisable at the time of the Closing, resulting in a non-recurring adjustment.

Pro forma net loss

Shares used in computing net loss per share attributable to Infleqtion, Inc. shareholders - basic and diluted

Pro forma net loss per share, basic and diluted

Pro forma weighted-average shares calculation, basic and diluted:

Legacy Infleqtion stockholders

Sponsor shares

Churchill public shareholders

PIPE Investors

Pro forma net loss

Shares used in computing net loss per share attributable to Infleqtion, Inc. shareholders - basic and diluted

Pro forma net loss per share, basic and diluted

Pro forma weighted-average shares calculation, basic and diluted:

Legacy Infleqtion stockholders

Sponsor shares

Churchill public shareholders

PIPE Investors

Stock options and restricted shares ⁽¹⁾

Public and Private Warrants

The restricted stock awards, while legally outstanding, are not considered participating securities as any rights to dividends during the vesting period are forfeitable.