Churchill Sponsor XI LLC, M. Klein Associates, Inc., and Michael Klein filed Amendment No. 2 to their Schedule 13D on November 4, 2026, disclosing beneficial ownership of 14,597,500 shares of Churchill Capital Corp XI common stock following the completion of the Domestication and Merger on November 2 and November 4, 2026, respectively.

Key Highlights

  • Aggregate beneficial ownership: Each reporting person is associated with 14,597,500 shares of Common Stock, representing 6.02% of the class.
  • Share composition: The 14,597,500 shares include 14,525,000 shares of Common Stock and 72,500 shares underlying private placement warrants.
  • Merger and Domestication completed: According to the filing, the Domestication was completed on November 2, 2026, and the Merger was completed on November 4, 2026.
  • Class B conversion: Immediately prior to the Domestication, each of the 13,800,000 Class B ordinary shares held by the Sponsor automatically converted into a Class A ordinary share on a one-for-one basis.
  • Private placement units separated: Each of the 725,000 private placement units held by the Sponsor separated into one share and one-tenth of one whole warrant upon the Domestication.
  • Klein disclaimer: Michael Klein disclaims any ownership of the reported securities "other than to the extent of any pecuniary interest he may have therein, directly or indirectly," according to the filing.

Sponsor Ownership Structure Following Churchill Capital Corp XI Merger

The filing is Amendment No. 2 to a Schedule 13D originally filed on December 29, 2025, and previously amended on June 26, 2026. The three reporting persons are Churchill Sponsor XI LLC (a Delaware limited liability company), M. Klein Associates, Inc. (a New York entity), and Michael Klein, described in the filing as the former Chief Executive Officer, President, and Chairman of the Board of Directors of the issuer. M. Klein Associates, Inc. serves as the managing member of Churchill Sponsor XI LLC, and Michael Klein is the controlling stockholder of M. Klein Associates, Inc.

According to the filing, Churchill Sponsor XI LLC holds sole voting power and sole dispositive power over 14,597,500 shares, while M. Klein Associates, Inc. and Michael Klein each report shared voting and shared dispositive power over the same 14,597,500 shares. The filing states that none of the reporting persons effected any transactions in ordinary shares or common stock during the 60 days preceding the date of the report, except as described in Item 4. The source of funds for Churchill Sponsor XI LLC is listed as "WC" (working capital), while the source for M. Klein Associates, Inc. and Michael Klein is listed as "OO."

The filing notes that effective upon the Domestication, each warrant held by the Sponsor automatically converted into a warrant to acquire Common Stock of the issuer, which "will become exercisable 30 days after the completion of the Merger," according to the filing. The A&R Registration Rights Agreement and Advisory Agreement also became effective upon completion of the Merger, the filing states.

What Was Disclosed

Amendment No. 2 to the Schedule 13D discloses the completion of the Domestication and Merger for Churchill Capital Corp XI, the resulting conversion of Class B shares and private placement units into Common Stock and warrants, and the reporting persons' aggregate beneficial ownership of 14,597,500 shares, or 6.02% of the class.