8-K: Infleqtion Changes Auditors to KPMG Post-Merger

Infleqtion, Inc. announced the dismissal of WithumSmith+Brown, PC and the engagement of KPMG LLP as its independent registered public accounting firm following its business combination.

Summary

• Infleqtion, Inc.'s Audit Committee approved the dismissal of WithumSmith+Brown, PC as its independent registered public accounting firm on March 20, 2026.
• Withum's dismissal is effective upon completion of their audit of the company's consolidated financial statements for the year ended December 31, 2025, and issuance of their report.
• The Audit Committee also approved the engagement of KPMG LLP as the new independent registered public accounting firm for the year ended December 31, 2026.
• KPMG previously served as the independent auditor for Legacy Infleqtion (ColdQuanta, Inc.) prior to the business combination.
• There were no disagreements with Withum on accounting principles or practices, financial statement disclosures, or audit scope, nor were there any reportable events.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive procedural update. The absence of disagreements or reportable events with the outgoing auditor, coupled with the engagement of KPMG (the former auditor of Legacy Infleqtion), suggests a smooth and well-managed transition post-business combination.

Positives

• No adverse opinions, disclaimers, qualifications, or modifications were issued by Withum on Churchill's financial statements for the period ended December 31, 2024.
• No disagreements on accounting principles or practices, financial statement disclosures, or audit scope were reported with Withum.
• No reportable events, as defined by Regulation S-K, occurred during Withum's tenure.

Future Outlook

KPMG LLP is expected to serve as Infleqtion, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2026, subject to the filing of Churchill's 2025 Form 10-K and the execution of an engagement letter.

Management Comments

• The Company has provided Withum with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Withum furnish the Company with a letter addressed to the Securities and Exchange Commission (the SEC) stating whether it agrees with the statements made by the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree.
• We agree with the statements concerning our Firm under Item 4.01, in which we were informed of our dismissal on March 23, 2026, following completion of the Company’s annual audit as of and for the year ended December 31, 2025, which consists only of the accounts of the pre-Business Combination Special Purpose Acquisition Company.

Industry Context

StockSavvy.ai notes that changes in independent registered public accounting firms are a common occurrence following business combinations, particularly SPAC mergers, as the newly combined entity often seeks to consolidate its auditing services with a firm that has prior experience with the operating company (Legacy Infleqtion in this case). This transition to KPMG, which previously audited Legacy Infleqtion, aligns with typical post-merger integration strategies.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency regarding the company's independent auditor, confirming a routine change without underlying issues.
• Management: Ensures continuity and familiarity with the audit process by engaging KPMG, who previously audited Legacy Infleqtion.

Next Steps

• Infleqtion will file an amendment to this Form 8-K with the specific date of Withum's dismissal and an update to disclosures required by Item 304(a) of Regulation S-K.
• KPMG's engagement is subject to the filing of Churchill's 2025 Form 10-K with the SEC and the execution of the engagement letter.

Key Dates

Recommendation

This filing details a routine, procedural change in the company's independent registered public accounting firm following a business combination. The absence of any reported disagreements or reportable events with the outgoing auditor suggests a smooth transition without any red flags. As such, it is unlikely to have a significant impact on the company's fundamentals or stock price, warranting a 'hold' recommendation for existing investors and no immediate action for potential investors based solely on this filing.

Keywords

Infleqtion, KPMG, WithumSmith+Brown, Auditor Change, SEC Filing, 8-K, Corporate Governance, Financial Reporting, Business Combination, ColdQuanta