|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Infleqtion, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
45676K103 (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) |
02/12/2026 (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).
SCHEDULE 13D
|
| CUSIP No. | 45676K103 |
| 1 |
Name of reporting person
Churchill Sponsor X 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,725,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Includes (i) 10,650,000 shares of the Issuer's common stock, $0.0001 par value ("Common Stock") and (ii) 75,000 shares of Common Stock underlying private placement warrants of the Issuer ("Warrants"). Michael Klein, the former Chief Executive Officer and Director of the Issuer, is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of Churchill Sponsor X 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 No. | 45676K103 |
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,725,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Includes (i) 10,650,000.00 shares of Common Stock and (ii) 75,000 shares of Common Stock underlying the Warrants. Michael Klein, the former Chief Executive Officer and Director of the Issuer, is the controlling shareholder 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 No. | 45676K103 |
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,725,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes (i) 10,650,000.00 shares of Common Stock and (ii) 75,000 shares of Common Stock underlying the Warrants. Michael Klein, the former Chief Executive Officer and Director of the Issuer, is the controlling shareholder 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:
Infleqtion, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1315 West Century Drive, Suite 150, Louisville,
COLORADO
, 80027. | |
Item 1 Comment:
The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed with the Securities and Exchange Commission on May 21, 2025 (the "Initial 13D"), as previously amended by Amendment No. 1 ("Amendment No. 1") on September 11, 2025 (collectively, the "Schedule 13D") by Churchill Sponsor X LLC, a Delaware limited liability company (the "Sponsor"), M. Klein Associates, Inc. ("M. Klein Associates") and Michael Klein (collectively, the "Reporting Persons"). This Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Person. 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 Mergers were completed on February 12 and February 13, 2026, respectively. Prior to the consummation of the Domestication and the Mergers, the Reporting Person held (i) 10,350,000 Class B ordinary shares of Churchill Capital Corp X ("Churchill") and (ii) 300,000 private placement units of Churchill (each unit consisting of one Class A ordinary share, par value $0.0001 per share, of Churchill and one quarter of one warrant, with the warrant only becoming exercisable 30 days after the completion of the Mergers). Upon the Domestication and pursuant to the Merger Agreement, the securities of Churchill held by the Reporting Person automatically converted into (i) 10,650,000 shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") and (ii) 75,000 private placement warrants of the Issuer, which will become exercisable 30 days after the completion of the Mergers. Effective upon the completion of the Mergers, 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) | See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Class A Ordinary Shares 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 stockholder 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 | |
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.
|
|
|
|
|
|
|
|