SecProbe.io

September 2, 2025
Michael Klein
Chief Executive Officer
Churchill Capital Corp XI
640 Fifth Avenue, 14th Floor
New York, NY 10019
Re:Churchill Capital Corp XI
Draft Registration Statement on Form S-1
Submitted August 6, 2025
CIK No. 0002074973
Dear Michael Klein:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. If you do not believe a comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please revise your cover page to describe the extent to which the conversion of the
working capital loans into private placement warrants and the cashless exercise of
such warrants, may result in a material dilution of the purchasers' equity interests.
Please make similar revisions to pages 13 and 123. Please refer to Items 1602(a)(3),
1602(b)(6), and 1603(a)(6) of Regulation S-K.
Manner of Conducting Redemptions, page 32
We note your disclosure on page 30 stating that, in the event your initial shareholders,
directors, officers, or their affiliates were to purchase shares from public shareholders,
such purchases would be structured in compliance with the requirements of Rule 14e-2.

September 2, 2025
Page 2
5 under the Exchange Act, including that your registration statement/proxy statement
filed for your business combination transaction would include a representation that
any of your securities purchased by your initial shareholders, directors, officers, or
any of their affiliates would not be voted in favor of approving the business
combination transaction. Please reconcile with the disclosure on page 32 and
elsewhere stating that in the event that you submit your initial business combination to
public shareholders for a vote, your initial shareholders have agreed to vote any
founder shares, private placement shares and any public shares purchased during or
after this offering in favor of our initial business combination. Please reconcile or
advise. Refer to Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation 166.01 for guidance.

3.When discussing redemptions, please explain the reference to "any securities for
which such shares are exchanged in any prior migration or other restructuring."
Risk Factors
We may not be able to complete an initial business combination because ...., page 52
4.With a view toward disclosure, please tell us whether your sponsor has any members
who are a non-U.S. person.
            Please contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction