SEC Comment Letter for Churchill Capital Corp XI (CCXI) — Dec 10, 2025
Churchill Capital Corp XI
Date: Dec. 10, 2025 · CIK: 0002074973 · Accession: 0000000000-25-011461
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-291626
Letter
December 10, 2025 Michael Klein Chief Executive Officer Churchill Capital Corp XI 640 Fifth Avenue, 14th Floor New York, NY 10019 Re:Churchill Capital Corp XI Registration Statement on Form S-1 Filed November 18, 2025 File No. 333-291626 Dear Michael Klein: We have reviewed your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 Cover Page 1.We note the disclosure on the cover page that indicates you will issue one full warrant to the sponsor per private unit for each $10 invested. Please reconcile with the private placement units purchase agreement, filed as Exhibit 10.6, which indicates each unit consists of one-tenth of one redeemable warrant. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
December 10, 2025 Page 2 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 cc:Stuart Neuhauser, Esq.
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December 10, 2025
Michael Klein
Chief Executive Officer
Churchill Capital Corp XI
640 Fifth Avenue, 14th Floor
New York, NY 10019
Re:Churchill Capital Corp XI
Registration Statement on Form S-1
Filed November 18, 2025
File No. 333-291626
Dear Michael Klein:
We have reviewed your registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note the disclosure on the cover page that indicates you will issue one full warrant
to the sponsor per private unit for each $10 invested. Please reconcile with the private
placement units purchase agreement, filed as Exhibit 10.6, which indicates each unit
consists of one-tenth of one redeemable warrant.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
December 10, 2025
Page 2
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
cc:Stuart Neuhauser, Esq.