Churchill Capital Corp XI

Churchill Capital Corp XI is a blank check company, incorporated in the Cayman Islands on June 4, 2025, with the sole purpose of effecting a Business Combination with one or more businesses or entities ¹. The company has not yet selected a specific Business Combination target and has generated no operating revenues to date, with expectations to generate operating revenues only after the consummation of its initial Business Combination ². Its efforts have been limited to organizational activities, activities related to its Initial Public Offering (IPO), and searching for and consummating a Business Combination ³. The company operates in the special purpose acquisition company (SPAC) industry, seeking to identify and acquire a high-quality target at an attractive valuation, negotiate favorable acquisition terms, and improve the operational performance of the acquired company ⁴.

The company's core business model is to identify and acquire a private operating business, effectively taking it public through a merger or similar Business Combination. Revenue generation is not expected until after this initial Business Combination ⁵. The primary customer segments are not applicable as the company is a SPAC, but its "shareholders" are the public investors and the Sponsor. The company aims to provide a more certain and cost-effective method for a target business to become public compared to a traditional IPO ⁶. The company's strategy involves leveraging its Management Team's and M. Klein and Company's strategic and transactional experience, delivering creative approaches to transaction sourcing, and utilizing an understanding of global financial markets, financing, and corporate strategy options ⁷.

The company's competitive strengths are primarily derived from its Management Team, M. Klein and Company, and its Strategic and Operating Partners. These include the deep experience of Operating Partners, who are former senior operating executives of S&P 500 companies across multiple sectors, providing a distinct advantage in sourcing, evaluating, and consummating transactions ⁸. Proprietary sourcing channels and leading industry relationships are also highlighted as providing a differentiated pipeline of acquisition opportunities that would be difficult for competitors to replicate ⁹. Furthermore, the Management's track record in identifying and sourcing transactions, along with execution and structuring capability, are considered strengths that enable the company to source and complete complex transactions with attractive investment theses 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, offset by operating and formation costs of $167,685 ¹². The company had cash in its operating account of $736,204 as of December 31, 2025 ¹³, and marketable securities and cash held in the Trust Account totaled $414,549,783, including approximately $549,783 of interest income ¹⁴. Working capital as of December 31, 2025, was $932,087 ¹⁵. The company incurred total offering costs of $19,618,232, comprising a cash underwriting fee of $3,000,000 (net of $3,210,000 underwriter's reimbursement), a Deferred Fee of $15,990,000, and other offering costs of $628,232 ¹⁶. Basic net income per Class A Ordinary Share was $0.03 ¹⁷, and diluted net income per Class A Ordinary Share was $0.02 ¹⁸. Basic net income per Class B Ordinary Share was $0.03 ¹⁹, and diluted net income per Class B Ordinary Share was $0.02 ²⁰. The company had no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities other than the Deferred Fee payable of $15,990,000 ²¹.

The company's financial performance for the period from inception to December 31, 2025, shows a net income of $382,098, primarily driven by interest income from the Trust Account ²². There are no year-over-year comparisons as the company was incorporated on June 4, 2025. The company's capitalization includes 41,400,000 Class A Ordinary Shares subject to possible redemption at a value of $10.00 per share, totaling $414,000,000 ²³. Additionally, there are 500,000 Class A Ordinary Shares issued and outstanding (excluding those subject to redemption) and 13,800,000 Class B Ordinary Shares issued and outstanding ²⁴.

Significant operational developments during the reported period include the consummation of its Initial Public Offering on December 18, 2025, where it sold 41,400,000 Public Units at $10.00 per unit, generating gross proceeds of $414,000,000 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. On February 5, 2026, the company announced that holders of Public Units could elect to separately trade Class A Ordinary Shares and Public Warrants starting February 9, 2026 ²⁸. On March 17, 2026, Paul Lapping and Stephen Murphy were appointed to the Board of Directors, Compensation Committee, and Audit Committee, with Mr. Lapping becoming the chairperson of the Audit Committee ²⁹. Director agreements were also entered into on March 17, 2026, to pay each independent director cash compensation of $75,000 per annum, starting April 1, 2026 ³⁰.

Management's primary objective for the upcoming period is to complete an initial Business Combination by December 18, 2027, which is 24 months from the closing of the IPO, or by March 18, 2028, if a definitive agreement for a Business Combination is executed by December 18, 2027 ³¹. The company has not provided specific revenue, margin, or EPS guidance for the upcoming period, as it does not expect to generate operating revenues until after the completion of its initial Business Combination ³².

The company's growth strategy is entirely focused on identifying and executing a Business Combination. It aims to select a high-quality target at an attractive valuation, negotiate favorable acquisition terms, and improve the operational performance of the acquired company ³³. Key industry characteristics for potential targets include compelling long-term growth prospects, opportunities for valuation improvements, attractive competitive dynamics, and consolidation opportunities ³⁴. Key business characteristics include competitive advantages, significant potential, recurring revenue streams, opportunities for operational improvement, attractive steady-state margins, high incremental margins, and attractive free cash flow characteristics ³⁵. The company intends to leverage its founder's strategic and transactional experience, M. Klein and Company's strategic relationships with leading investors and financing providers, and its Operating Partners' expertise in sourcing potential acquisition targets and creating long-term value ³⁶. The Operating Partners, comprised of former senior operating executives from S&P 500 companies across various sectors, are expected to assist in sourcing targets and potentially join the acquired company in a senior executive or director capacity to enhance shareholder value ³⁷.

Regarding operational outlook, 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 related to identifying and evaluating prospective acquisition candidates ³⁸. The company's liquidity needs through December 31, 2025, were satisfied through a $25,000 contribution from the Sponsor, a loan under the IPO Promissory Note, and net proceeds from the IPO and Private Placement held outside the Trust Account ³⁹. The company believes it has sufficient funds for its working capital needs for at least one year from the date of the financial statements ⁴⁰. However, if the estimated costs of negotiating a Business Combination are less than the actual amount, the company may have insufficient funds and may need to obtain additional financing, potentially through issuing additional securities or incurring debt ⁴¹.

Planned capital allocation is primarily directed towards the Business Combination. Substantially all funds held in the Trust Account, including interest earned (net of Permitted Withdrawals and excluding the Deferred Fee), are intended to complete the Business Combination ⁴². If equity or debt is used as consideration, remaining Trust Account proceeds will be used for working capital, other acquisitions, or growth strategies of the target business ⁴³. The company has an annual limit of $1,000,000 for Permitted Withdrawals from interest earned on the Trust Account for working capital requirements ⁴⁴. As of December 31, 2025, $1,000,000 was available for Permitted Withdrawals for the period until December 18, 2026 ⁴⁵. The Deferred Fee of $15,990,000 to the Underwriter is payable only upon the completion of the initial Business Combination ⁴⁶. Up to $1,500,000 of Working Capital Loans from the Sponsor or affiliates may be converted into units of the post-Business Combination entity at $10.00 per unit ⁴⁷.

The company explicitly flags several structural headwinds and execution risks. There is intense competition from other SPACs, private equity groups, and operating businesses for attractive acquisition targets, which could increase the cost of a Business Combination or make it difficult to find a target ⁴⁸. The requirement to complete a Business Combination within the Combination Period (by December 18, 2027, or March 18, 2028) may give target businesses leverage in negotiations and limit due diligence time ⁴⁹. Geopolitical conditions and armed conflicts, such as those in Ukraine and the Middle East, could materially adversely affect the search for a Business Combination and the business of any target ⁵⁰. These conflicts could lead to market disruptions, volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyber-attacks, all of which could impact the ability to consummate a Business Combination or raise necessary financing ⁵¹.

The company faces material risks including the inherent uncertainty of completing an initial Business Combination within the Combination Period (December 18, 2027, or March 18, 2028) ⁵², with the consequence of liquidation and worthless warrants if unsuccessful ⁵³. Intense competition from other SPACs and private equity firms for attractive targets could increase acquisition costs or hinder the ability to find a suitable target ⁵⁴. Geopolitical instability, such as the ongoing conflicts in Ukraine and the Middle East, poses significant risks, potentially leading to market disruptions, volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyber-attacks, all of which could adversely affect the search for a Business Combination or the operations of a target business ⁵⁵. Changes in laws or regulations, including the U.S. federal 1% excise tax on certain stock repurchases, could also adversely affect the business ⁵⁶. Furthermore, the company's reliance on its officers and directors, who allocate time to other businesses and may have conflicts of interest, could negatively impact its ability to complete a Business Combination ⁵⁷. The potential for the Trust Account proceeds to be reduced below the initial $10.00 per public share redemption amount due to creditor claims or negative interest rates on investments also represents a significant financial risk ⁵⁸.

Management's message to shareholders emphasizes their belief that the Management Team and M. Klein and Company are well-positioned to identify and execute attractive Business Combination opportunities, aiming to generate attractive returns and enhance value through selecting high-quality targets at attractive valuations, negotiating favorable acquisition terms, and improving operational performance ⁵⁹. They highlight their strategy of leveraging the founder's strategic and transactional experience, creative sourcing approaches, and understanding of global financial markets ⁶⁰. The company explicitly states that it has not selected any specific Business Combination target as of the date of the report ⁶¹. Management's strategic priorities include focusing on potential target companies with compelling long-term growth prospects, opportunities for valuation improvements, attractive competitive dynamics, and consolidation opportunities, as well as businesses with competitive advantages, significant potential, recurring revenue streams, opportunities for operational improvement, attractive steady-state margins, high incremental margins, and attractive free cash flow characteristics ⁶². They also emphasize their commitment to completing an initial Business Combination by December 18, 2027, or March 18, 2028, if a definitive agreement is executed by the earlier date ⁶³.