Sponsor Files Form 3 Disclosing 10.35M Class B Shares Convertible to Class A

Rhea-AI Filing Summary

Churchill Sponsor X LLC reports direct ownership of 10,350,000 Class B ordinary shares of Churchill Capital Corp X (ticker CCCXU). Under the issuer's charter these Class B shares convert one-for-one into Class A ordinary shares upon the companys initial business combination or earlier at the holders option. Michael Klein, through M. Klein Associates, Inc., is identified as having voting and investment discretion over the sponsors holdings, although he disclaims beneficial ownership beyond any pecuniary interest.

Positive

• Clear disclosure of the sponsors direct holding of 10,350,000 Class B shares
• Conversion terms stated: Class B shares convert one-for-one into Class A shares upon the initial business combination
• Identification of voting authority: Michael Klein is disclosed as having voting and investment discretion via the sponsors manager

Negative

• None.

Insights

Financial Analyst

TL;DR: Sponsor holds a large founder stake convertible into public shares; ownership creates potential voting influence but no immediate transactional impact.

The filing documents that Churchill Sponsor X LLC directly holds 10.35 million Class B shares that convert one-for-one into Class A shares at the time of a business combination. This is a routine Section 16 initial ownership disclosure reflecting founder-equity mechanics typical for SPAC sponsors. The position signals concentrated insider voting power pre-combination but does not, by itself, alter capital structure or liquidity.

Corporate Governance Expert

TL;DR: Disclosure clarifies control lines; Michael Klein has voting discretion via the sponsor but disclaims broader beneficial ownership.

The statement properly attributes voting and investment discretion to Michael Klein through M. Klein Associates as the sponsors manager and records the sponsors founder shareholdings and conversion mechanics. This transparency meets Section 16 reporting expectations and helps investors assess potential insider influence on governance and approval of any business combination.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Churchill Sponsor X LLC

(Last) (First) (Middle)

640 FIFTH AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2025

3. Issuer Name and Ticker or Trading Symbol
Churchill Capital Corp X/Cayman [ CCCXU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares, par value $0.0001 per share	(1)	(1)	Class A Ordinary Shares, par value $0.0001 per share	10,350,000	(1)	D(1)(2)

Explanation of Responses:

1. The reported shares of Churchill Capital Corp X (the "Issuer") are directly held by Churchill Sponsor X LLC (the "Sponsor") and include 10,350,000 Class B ordinary shares. Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association, the Class B ordinary shares will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-286799).

2. Michael Klein is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of the Sponsor, and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Klein may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Klein disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Churchill Sponsor X LLC, By: M. Klein Associates, Inc., its manager, By: /s/ Jay Taragin, Name: Jay Taragin, Title: Authorized Person	06/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What stake does Churchill Sponsor X LLC report in CCCXU?

The sponsor reports direct ownership of 10,350,000 Class B ordinary shares of Churchill Capital Corp X (CCCXU).

Do the Class B shares convert to public shares for CCCXU?

Yes. The Class B ordinary shares convert one-for-one into Class A ordinary shares at the issuers initial business combination or earlier at the holders option.

Who has voting and investment discretion over the sponsors CCCXU shares?

Michael Klein, as the controlling stockholder of M. Klein Associates, Inc., the managing member of the sponsor, is disclosed as having voting and investment discretion over the securities held by the sponsor.

Does Michael Klein claim beneficial ownership of the reported shares?

The filing states Mr. Klein may be deemed to possess beneficial ownership due to his discretion but he disclaims beneficial ownership except to the extent of any pecuniary interest.

What form was filed for this disclosure for CCCXU?

The disclosure was made on an SEC Form 3, the initial statement of beneficial ownership.