Business Context and Reporting Period
Company: Churchill Capital Corp XI (CCXI), a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC).
Reporting Period: Fiscal year ended December 31, 2025 (Inception: June 4, 2025).
Status: The Company is a "blank check" company with no operating history. It consummated its Initial Public Offering (IPO) on December 18, 2025, and is currently searching for a target business for an initial Business Combination. The Company must complete a Business Combination by December 18, 2027 (24 months from IPO), or March 18, 2028, if a definitive agreement is executed by the 24-month deadline.
Key Financial Metrics
| Metric | Value (as of Dec 31, 2025) |
|---|---|
| Trust Account Balance | $414,549,783 (Includes $549,783 interest income) |
| Cash (Operating Account) | $736,204 |
| Working Capital | $932,087 |
| Net Income | $382,098 (Inception to Dec 31, 2025) |
| Operating Costs | $167,685 |
| Deferred Underwriting Fee | $15,990,000 (Payable upon Business Combination) |
| Redemption Price (Approx.) | $10.01 per Public Share |
| Outstanding Public Shares | 41,400,000 Class A Ordinary Shares |
| Outstanding Founder Shares | 13,800,000 Class B Ordinary Shares |
Material Changes and IPO Details
- IPO Execution: On December 18, 2025, the Company sold 41,400,000 Public Units at $10.00 per unit, generating gross proceeds of $414,000,000. This included the full exercise of the underwriter's over-allotment option for 5,400,000 additional units.
- Private Placement: Simultaneously, the Sponsor purchased 500,000 Private Placement Units for $5,000,000.
- Capital Deployment: $414,000,000 was deposited into the Trust Account. The remaining proceeds ($736,204 as of year-end) are held outside the Trust Account for working capital and transaction costs.
- Trading Status: Units began trading on Nasdaq on December 17, 2025. Class A Ordinary Shares and Warrants began separate trading on February 9, 2026.
Outlook, Risks, and Management Commentary
- Business Strategy: Management, led by CEO Michael Klein, intends to identify a target business with strong growth prospects, recurring revenue, and attractive free cash flow. The Company leverages the network of M. Klein and Company and its Operating Partners.
- Liquidity: The Company has sufficient funds for working capital needs for at least one year from the filing date. It may seek Working Capital Loans from the Sponsor (up to $1,500,000 convertible) if necessary.
- Key Risks:
- Combination Deadline: Failure to complete a Business Combination by the deadline will result in liquidation and redemption of Public Shares.
- Geopolitical Instability: Conflicts in Ukraine and the Middle East may disrupt capital markets and target business operations.
- Trust Account Claims: Third-party claims could reduce the Trust Account balance below $10.00 per share, though the Sponsor has agreed to indemnify the Company (subject to limitations).
- Conflicts of Interest: Management and the Sponsor have fiduciary duties to other entities and may prioritize other SPACs (e.g., Churchill Capital Corp IX) for acquisition opportunities.
- Recent Developments: In March 2026, the Board appointed two new independent directors (Paul Lapping and Stephen Murphy) and agreed to pay independent directors $75,000 per annum starting April 1, 2026.
Investor Verification Checklist
- Trust Account Composition: Verify the specific mix of U.S. Treasury securities and cash within the Trust Account to assess interest rate risk.
- Deferred Fee Terms: Confirm the conditions for the $15,990,000 deferred underwriting fee, specifically the portion payable from funds outside the Trust Account upon announcement of a definitive agreement.
- Redemption Rights: Review the specific thresholds and procedures for shareholder redemptions, including the 15% limitation on "Excess Shares" without prior consent.
- Sponsor Indemnity: Assess the financial capacity of Churchill Sponsor XI LLC to satisfy indemnification obligations if third-party claims reduce the Trust Account.
- Extension Mechanics: Understand the shareholder approval requirements and redemption rights associated with any potential extension of the Combination Period beyond 24 months.