Infleqtion, Inc. 8-K

What Happened

• Infleqtion, Inc. announced on May 14, 2026 (reporting an appointment effective May 8, 2026) that the Board appointed Nicholas Johnson, age 38, as a Class III director with a term expiring at the company’s 2029 annual meeting. The appointment was made pursuant to Section 8.09 of the Merger Agreement and was designated by Churchill Sponsor X LLC.

Key Details

• Mr. Johnson’s background: Partner at Archimedes Advisor Group since April 2021 and Managing Director of M. Klein & Company since April 2022; previously an Executive Director in Morgan Stanley’s Investment Banking Division (2014–2021).
• Independence and committee status: The Board determined Mr. Johnson is not independent under NYSE standards because of his role with the Advisor (M. Klein & Company); he was not assigned to any standing board committees.
• Advisory agreement and compensation: Under an existing Advisory Agreement with the Advisor (effective at Closing), the Company pays $250,000 per quarter for two years, plus potential deal fees (5% of underwriting fees for financings and 3% of gross proceeds for strategic investments) if retained. While that Advisory Agreement is in effect, Mr. Johnson will not receive compensation under the Company’s Non-Employee Director Compensation Policy.
• Other arrangements: Mr. Johnson entered into the Company’s standard director indemnification agreement. Aside from the Advisory Agreement and the indemnification agreement, no other related-party transactions with Mr. Johnson were reported.

Why It Matters

• This changes the board makeup: a director designated by the sponsor (Churchill Sponsor X LLC) joins the board and is affiliated with the Company’s external advisor. For investors, that means one less independent director seat and potential alignment between the board and the Advisor named in the merger-related agreements.
• Ongoing advisory fees and potential transaction fees are contractual obligations tied to the Advisor relationship; they may affect corporate costs and how the Company uses that advisor on financings or strategic deals. The filing is factual disclosure of governance and related-party arrangements that investors should note when evaluating board independence and potential conflicts.