Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when INFQ files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsInfleqtion appoints M. Klein director under merger rights, discloses $1M annual advisory deal
Filed May 14, 2026 · Period ending May 8, 2026 · ~1 min read
Key Changes
-
high
M. Klein & Company receives $250,000 quarterly ($1M annually) for two years for financial advisory and strategy services, plus potential 5% of underwriting fees and 3% of strategic investment proceeds if retained for those transactions.
Item 5.02 verify on EDGAR → -
medium
Nicholas Johnson appointed Class III director through 2029 under Churchill Sponsor X LLC's merger agreement designation rights; serves as Managing Director at M. Klein & Company.
Item 5.02 verify on EDGAR → -
medium
Board determined Johnson not independent under NYSE standards due to M. Klein advisory relationship; will not serve on any board committees.
Item 5.02 verify on EDGAR → -
low
Johnson waives standard non-employee director compensation while M. Klein advisory agreement remains in effect, avoiding double payment.
Item 5.02 verify on EDGAR →
Summary
Infleqtion disclosed a two-year advisory agreement with M. Klein & Company worth $1 million annually in fixed fees, plus success-based compensation on future capital raises (5% of underwriting fees) and strategic investments (3% of gross proceeds) if the company chooses to retain the firm for those transactions.
The arrangement runs from the merger closing date and covers financial advisory, strategy consulting, business development, and investor relations services. Simultaneously, the company appointed Nicholas Johnson, a Managing Director at M. Klein, to the board as a Class III director with a term through 2029.
The appointment fulfills Churchill Sponsor X LLC's contractual right under the merger agreement to designate one Class III director. The board determined Johnson is not independent under NYSE listing standards due to the M. Klein advisory relationship and excluded him from all board committees. He will not receive standard director compensation while the advisory agreement remains in effect. The disclosure clarifies the post-merger governance structure and quantifies the advisory costs associated with the SPAC sponsor's ongoing involvement. The success fees create potential alignment on future financings but also introduce a conflict of interest given Johnson's dual role as director and M. Klein representative, which the board has addressed through the independence determination and committee exclusion.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 8, 2026, upon the recommendation of the nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) of the board of directors (the “Board”) of Infleqtion, Inc. (the “Company”), the Board appointed Nicholas Johnson to serve as a Class III director of the Company, with a term expiring at the Company’s 2029 annual meeting of stockholders, and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.
Nicholas Johnson, 38, was appointed to the Board as a Class III director with a term through 2029. He is Partner at Archimedes Advisor Group (since April 2021) and Managing Director at M. Klein & Company (since April 2022), previously serving as Executive Director at Morgan Stanley (June 2014 to May 2021). The appointment was made pursuant to merger agreement rights granting Churchill Sponsor X LLC the right to designate one Class III director.
Added in current filing · verify on EDGAR →
The Board, together with input from the Nominating and Corporate Governance Committee, determined that Mr. Johnson is not independent under the listing standards of the New York Stock Exchange due to his role as Managing Director of M. Klein & Company (the “Advisor”), a party to the Advisory Agreement (as defined below) with the Company. Accordingly, Mr. Johnson has not been appointed to any standing committees of the Board.
The Board determined Johnson is not independent under NYSE listing standards because M. Klein & Company, where he serves as Managing Director, has an advisory agreement with Infleqtion. As a result, he will not serve on any Board committees. This limits his governance role while maintaining the sponsor's board representation right from the merger agreement.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
For so long as the Advisory Agreement is in effect, Mr. Johnson will not be entitled to compensation under the Company’s Non-Employee Director Compensation Policy, a copy of which is filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Johnson will not receive standard non-employee director compensation while the advisory agreement with M. Klein & Company remains in effect. This avoids double compensation given his firm's $250,000 quarterly advisory fee and potential transaction-based fees.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jul 17, 2026 · How we verify