Churchill Capital Corp XI

Churchill Capital Corp XI is a blank check company, incorporated on June 4, 2025, as a Cayman Islands exempted company, formed with the sole purpose of effecting a Business Combination with one or more businesses or entities ¹. To date, the company has not generated any operating revenues and its efforts have been limited to organizational activities, its Initial Public Offering (IPO), and searching for a Business Combination target ². The company operates as an early-stage and emerging growth company, subject to the associated risks ³.

The core business model of Churchill Capital Corp XI is to identify and acquire a target business, effectively taking it public through a merger or similar Business Combination. The company generates non-operating income from interest earned on funds held in its Trust Account ⁴. Primary customer segments are not applicable as the company does not have operations, but its "shareholders" are the public investors who participate in its IPO and subsequent trading. The company aims to provide an alternative to a traditional IPO for target businesses, offering a potentially more certain and cost-effective method to become public ⁵.

The company's strategy focuses on leveraging the strategic and transactional experience of its founder, Michael Klein, and the Management Team, along with M. Klein and Company and its Strategic and Operating Partners, to identify and execute attractive Business Combination opportunities ⁶. They aim to select high-quality targets at attractive valuations, negotiate favorable acquisition terms, and improve the operational performance of acquired companies ⁷. Key industry characteristics for target companies include compelling long-term growth prospects, opportunities for valuation improvements, attractive competitive dynamics, and consolidation opportunities ⁸. Key business characteristics include competitive advantages, significant potential for recurring revenue streams, opportunities for operational improvement, attractive steady-state margins, high incremental margins, and attractive free cash flow characteristics ⁹. The company explicitly states it does not participate in broadly marketed processes but rather aims to leverage its extensive network for proprietary sourcing ¹⁰.

For the period from June 4, 2025 (inception) through December 31, 2025, Churchill Capital Corp XI reported a net income of $382,098 ¹¹. This consisted of interest income on cash held in the Trust Account of $549,783 ¹², offset by operating and formation costs of $167,685 ¹³. As of December 31, 2025, the company had cash in its operating account of $736,204 ¹⁴ and marketable securities and cash held in the Trust Account totaling $414,549,783 ¹⁵. The company had a working capital of $932,087 ¹⁶. Total liabilities amounted to $16,120,667 ¹⁷, which included a deferred underwriting fee payable of $15,990,000 ¹⁸. The redemption value for Class A Ordinary Shares subject to possible redemption was $414,000,000 ¹⁹. Basic net income per share for Class A Ordinary Shares was $0.03 ²⁰, and diluted net income per share for Class A Ordinary Shares was $0.02 ²¹. For Class B Ordinary Shares, basic net income per share was $0.03 ²², and diluted net income per share was $0.02 ²³.

During the reported period, the company consummated its Initial Public Offering on December 18, 2025, selling 41,400,000 Public Units at $10.00 per unit, generating gross proceeds of $414,000,000 ²⁴. This included the full exercise of the Over-Allotment Option for 5,400,000 Option Units ²⁵. Simultaneously, 500,000 Private Placement Units were sold to the Sponsor at $10.00 per unit, generating gross proceeds of $5,000,000 ²⁶. A total of $414,000,000 from these proceeds was placed in the Trust Account ²⁷. The company incurred total transaction costs of $19,618,232 ²⁸, comprising a cash underwriting fee of $3,000,000 (net of $3,210,000 underwriter's reimbursement) ²⁹, the Deferred Fee of $15,990,000 ³⁰, and other offering costs of $628,232 ³¹. The IPO Promissory Note for $356,062 was fully repaid upon the consummation of the IPO ³². Post-period, on February 5, 2026, the company announced that Class A Ordinary Shares and Public Warrants included in the Public Units would commence separate trading on February 9, 2026 ³³. On March 17, 2026, Paul Lapping and Stephen Murphy were appointed as directors, and Mr. Lapping was named chairperson of the Audit Committee ³⁴. Effective April 1, 2026, independent directors will receive cash compensation of $75,000 per annum ³⁵.

Churchill Capital Corp XI's primary objective for the upcoming period is to consummate an initial Business Combination by December 18, 2027, which is 24 months from the closing of its Initial Public Offering, or by March 18, 2028, if a letter of intent, agreement in principle, or definitive agreement for an initial Business Combination is executed by December 18, 2027 ³⁶. The company explicitly states that it has not selected any specific Business Combination target as of the date of the report ³⁷. If an initial Business Combination is not consummated by the end of the Combination Period, the company will cease operations, redeem its Public Shares at a per-share price equal to the aggregate amount in the Trust Account (including interest net of Permitted Withdrawals and up to $100,000 for dissolution expenses), and then liquidate and dissolve ³⁸.

The company intends to focus its search for a target in an industry where its Management Team and founder's expertise are believed to provide a competitive advantage ³⁹. The strategy involves leveraging the strategic and transactional experience of its founder, Michael Klein, and the Management Team, along with M. Klein and Company and its Strategic and Operating Partners, to identify and execute attractive Business Combination opportunities ⁴⁰. The company expects to favor potential target companies with compelling long-term growth prospects, opportunities for valuation improvements, attractive competitive dynamics, and consolidation opportunities ⁴¹. Key business characteristics sought include competitive advantages, significant potential for recurring revenue streams, opportunities for operational improvement, attractive steady-state margins, high incremental margins, and attractive free cash flow characteristics ⁴². The company's proprietary sourcing channels and leading industry relationships, bolstered by the reputation and deep industry relationships of its Management Team, M. Klein and Company, and Strategic and Operating Partners, are expected to provide a differentiated pipeline of acquisition opportunities ⁴³.

Operationally, the company expects to incur increased expenses as a result of being a public company, including costs for legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses ⁴⁴. The company has a working capital surplus of $932,087 as of December 31, 2025 ⁴⁵, and believes it has sufficient funds for its working capital needs for at least one year from the date of the financial statements ⁴⁶. Permitted Withdrawals from the Trust Account for working capital requirements are subject to an annual limit of $1,000,000, available from interest earned on the Trust Account ⁴⁷. As of December 31, 2025, $1,000,000 was available for permitted withdrawals for the period from December 18, 2025, until December 18, 2026 ⁴⁸. The company may need to obtain additional financing to complete a Business Combination or if a significant number of Public Shares are redeemed, potentially through issuing additional securities or incurring debt ⁴⁹.

Planned capital allocation includes the use of substantially all funds held in the Trust Account, including interest earned (net of Permitted Withdrawals and excluding the Deferred Fee), to complete the Business Combination ⁵⁰. If equity or debt is used as consideration, remaining Trust Account proceeds will be used for general corporate purposes, including maintenance or expansion of operations of the post-transaction company, payment of principal or interest on indebtedness, funding other acquisitions, or for working capital ⁵¹. The Deferred Fee of $15,990,000 to the Underwriter is payable only upon the completion of the initial Business Combination ⁵². Independent directors will receive cash compensation of $75,000 per annum, beginning April 1, 2026 ⁵³. The Sponsor or its affiliates may loan the company Working Capital Loans, up to $1,500,000, which may be convertible into units of the post-Business Combination entity at $10.00 per unit ⁵⁴.

The company faces structural headwinds and execution risks, including intense competition from other entities, such as other blank check companies, private equity groups, and operating businesses seeking strategic acquisitions ⁵⁵. The obligation to pay cash for Public Share redemptions may reduce available resources for the initial Business Combination, and outstanding warrants could be viewed unfavorably by target businesses due to potential future dilution ⁵⁶. Geopolitical instability, such as military conflicts in Ukraine and the Middle East, could materially and adversely affect the search for an initial Business Combination and the business of any target ⁵⁷. Such events could lead to market disruptions, volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyber-attacks ⁵⁸. Changes in laws or regulations, including those related to foreign investment, could also impact the ability to complete an initial Business Combination ⁵⁹.

The company faces material risks including the possibility of not completing an initial Business Combination within the Combination Period, leading to liquidation and worthless warrants ⁶⁰. Intense competition from other blank check companies, private equity groups, and operating businesses for attractive targets may increase acquisition costs or prevent a Business Combination ⁶¹. Geopolitical instability, such as military conflicts in Ukraine and the Middle East, could materially and adversely affect the search for a target and the business of any post-combination company, leading to market disruptions, volatility in commodity prices, credit and capital markets, and supply chain interruptions ⁶². Changes in laws or regulations, including foreign investment regulations, may hinder or prohibit an initial Business Combination ⁶³. The company's ability to obtain additional financing for a Business Combination or to fund a target's operations and growth is not assured ⁶⁴. Public Shareholders may experience dilution if additional Ordinary Shares or preference shares are issued to complete a Business Combination or under an employee incentive plan ⁶⁵. The redemption price for Public Shares, approximately $10.01 per share as of December 31, 2025 ⁶⁶, could be reduced if the securities in the Trust Account bear a negative rate of interest or if third-party claims deplete the Trust Account ⁶⁷.

Management's overall tone emphasizes their belief that the Management Team, M. Klein and Company, and its Strategic and Operating Partners are well-positioned to identify and execute attractive Business Combination opportunities, aiming to generate attractive returns for shareholders and enhance value ⁶⁸. They highlight their innovative approach to identifying high-quality targets and aligning incentives with shareholders ⁶⁹. The strategic priorities include leveraging their founder's experience, delivering creative approaches to transaction sourcing, and utilizing their understanding of global financial markets and corporate strategy options ⁷⁰. Management explicitly states that they have not selected any specific Business Combination target as of the date of the report ⁷¹. They are committed to completing an initial Business Combination by December 18, 2027, or March 18, 2028, if a definitive agreement is executed by the earlier date ⁷². Management also notes that independent directors will receive cash compensation of $75,000 per annum, beginning April 1, 2026 ⁷³.