Churchill Capital Corp XI sponsor reports 6.02% stake

The reported ownership includes warrant shares tied to warrants stated to become exercisable 30 days after Merger completion.

Available on EDGAR 11/04/2026 - 09:39 PM EST Accepted by SEC EDGAR 11/04/2026 - 09:38 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Churchill Capital Corp XI (CCXI) reported updated ownership information following completion of its Domestication on November 2, 2026, and its Merger on November 4, 2026. Churchill Sponsor XI LLC reported beneficial ownership of 14,597,500 shares, or 6.02% of the class, including 14,525,000 shares of common stock and 72,500 shares underlying private placement warrants. M. Klein Associates, Inc. and Michael Klein reported shared voting and dispositive power over those securities. Michael Klein, the issuer’s former Chief Executive Officer, President and Chairman, may be deemed to beneficially own them and disclaims ownership except to the extent of any direct or indirect pecuniary interest.

Immediately before the Domestication, the Sponsor’s 13,800,000 Class B ordinary shares converted one-for-one into Class A ordinary shares; upon the Domestication, each Class A share converted one-for-one into issuer common stock. The Sponsor’s 725,000 private placement units then separated into one share and one-tenth of one whole warrant per unit, including 225,000 units issued upon settlement of working capital loans. The warrants converted into warrants to acquire issuer common stock and are stated to become exercisable 30 days after Merger completion.

Key Figures

Beneficial ownership: 14,597,500 shares Percentage of class: 6.02% Common stock: 14,525,000 shares +5 more

8 metrics

Beneficial ownership 14,597,500 shares Reported by Churchill Sponsor XI LLC, including shares underlying warrants

Percentage of class 6.02% Beneficial ownership reported by the reporting persons

Common stock 14,525,000 shares Included in the Sponsor’s reported beneficial ownership

Shares underlying warrants 72,500 shares Included in the Sponsor’s reported beneficial ownership

Class B ordinary shares converted 13,800,000 shares Converted one-for-one into Class A ordinary shares immediately before the Domestication

Private placement units 725,000 units Held by the Sponsor and separated upon the Domestication

Unit separation 1 share and one-tenth of one whole warrant per unit Terms for the Sponsor’s private placement units

Warrant exercise timing 30 days after Merger completion Warrants to acquire issuer common stock

Key Terms

Domestication, beneficial ownership, dispositive power, private placement units

4 terms

Domestication technical

"the Domestication and the Merger were completed"

Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.

beneficial ownership financial

"may be deemed to have beneficial ownership of securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive power financial

"Shared Dispositive Power"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

private placement units financial

"725,000 private placement units held by the Sponsor"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares does CCXI’s sponsor beneficially own?

Churchill Sponsor XI LLC reported beneficial ownership of 14,597,500 shares, or 6.02% of the class. The amount includes 14,525,000 shares of common stock and 72,500 shares underlying warrants. M. Klein Associates, Inc. and Michael Klein reported shared voting and dispositive power over the same securities.

When can the CCXI sponsor’s warrants be exercised?

The warrants are stated to become exercisable 30 days after completion of the Merger. Each whole warrant is exercisable for one share of issuer common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Churchill Capital Corp XI

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

000207497

(CUSIP Number)

Jay Taragin
640 Fifth Avenue, 14th Floor,
New York, NY, 10019
(212) 380-7500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 000207497

1

Name of reporting person

Churchill Sponsor XI LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 14,597,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 14,597,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

14,597,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.02 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Includes (i) 14,525,000 shares of the Issuer's common stock, $0.0001 par value ("Common Stock") and (ii) 72,500 shares of Common Stock underlying private placement warrants of the Issuer ("Warrants"). Michael Klein, the former Chief Executive Officer, President and Chairman of the Board of Directors of the Issuer, is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of Churchill Sponsor XI LLC (the "Sponsor"), and accordingly Mr. Klein may be deemed to have beneficial ownership of securities reported herein. Mr. Klein disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SCHEDULE 13D

CUSIP Number(s): 000207497

1

Name of reporting person

M. Klein Associates, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,597,500.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,597,500.00

11

Aggregate amount beneficially owned by each reporting person

14,597,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.02 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Includes (i) 14,525,000 shares of Common Stock and (ii) 72,500 shares of Common Stock underlying the Warrants. Michael Klein, the former Chief Executive Officer, President and Chairman of the Board of Directors of the Issuer, is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of the Sponsor, and accordingly Mr. Klein may be deemed to have beneficial ownership of securities reported herein. Mr. Klein disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SCHEDULE 13D

CUSIP Number(s): 000207497

1

Name of reporting person

Michael Klein

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,597,500.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,597,500.00

11

Aggregate amount beneficially owned by each reporting person

14,597,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.02 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes (i) 14,525,000 shares of Common Stock and (ii) 72,500 shares of Common Stock underlying the Warrants. Michael Klein, the former Chief Executive Officer, President and Chairman of the Board of Directors of the Issuer, is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of the Sponsor, and accordingly Mr. Klein may be deemed to have beneficial ownership of securities reported herein. Mr. Klein disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Churchill Capital Corp XI
(c)	Address of Issuer's Principal Executive Offices: 4698 Truax Dr SE, Salem, OREGON , 97317.
Item 1 Comment: The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed with the Securities and Exchange Commission on December 29, 2025 (the "Initial 13D"), as previously amended by Amendment No. 1 ("Amendment No. 1") on June 26, 2026 (collectively, the "Schedule 13D") by Churchill Sponsor XI LLC, a Delaware limited liability company (the "Sponsor"), M. Klein Associates, Inc. ("M. Klein Associates") and Michael Klein (collectively, the "Reporting Persons"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in Amendment No. 1.
Item 4.	Purpose of Transaction
	The following amends and restates the information set forth in Item 4 of Amendment No. 1 by adding the following at the end thereof: Pursuant to the Merger Agreement, the Domestication and the Merger were completed on November 2, 2026, and November 4, 2026, respectively. Immediately prior to the Domestication, each of the 13,800,000 Class B ordinary shares of Churchill held by the Sponsor automatically converted into a Class A ordinary share of Churchill on a one-for-one basis, and effective upon the Domestication, each Class A ordinary share of Churchill converted into common stock, par value $0.0001 per share ("Common Stock"), of the Issuer on a one-for-one basis. Effective upon the Domestication, (i) each of the 725,000 private placement units held by the Sponsor (including 225,000 units issued upon settlement of Sponsor's working capital loans) separated into one share per unit and one-tenth of one whole warrant of Churchill per unit, each whole warrant exercisable for one Class A ordinary share of Churchill, (ii) each share converted into one share of Common Stock of the Issuer on a one-to-one basis, and (iii) each warrant automatically converted into a warrant to acquire Common Stock of the Issuer, which will become exercisable 30 days after the completion of the Merger. Effective upon the completion of the Merger, the A&R Registration Rights Agreement and Advisory Agreement became effective in accordance with their terms, as previously reported.
Item 5.	Interest in Securities of the Issuer
(a)	The following amends and restates the information set forth in Item 5 of Amendment No. 1: See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the Common Stock as to which each of the Reporting Persons has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. Mr. Klein is the controlling shareholder of M. Klein Associates, which is the managing member of the Sponsor and accordingly, Mr. Klein may be deemed to have beneficial ownership of securities reported herein. Mr. Klein disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(c)	Except as set forth in Item 4, none of the Reporting Persons has effected any transactions of Ordinary Shares or Common Stock during the 60 days preceding the date of this report.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The following amends the information set forth in Item 6 of Amendment No. 1: Item 4 of this Amendment No. 2 is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Churchill Sponsor XI LLC

Signature:	/s/ Jay Taragin
Name/Title:	By M. Klein Associates, Inc., its managing member
Date:	11/04/2026

M. Klein Associates, Inc.

Signature:	/s/ Jay Taragin
Name/Title:	Jay Taragin / Authorized Signatory
Date:	11/04/2026

Michael Klein

Signature:	/s/ Michael Klein
Name/Title:	Michael Klein
Date:	11/04/2026