SecProbe.io

CORRESP
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 filename1.htm

 CHURCHILL CAPITAL CORP. XI

 640 Fifth Avenue, 14th Floor

 New York, NY 10019

 December 15, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Stacie Gorman

 Re:
 Churchill Capital Corp XI

 Registration Statement on Form S-1

 Filed November 18, 2025, as amended

 File No. 333-291626

 Dear Ms. Gorman:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Churchill Capital Corp XI hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. ET on Tuesday, December 16, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Michael Klein

 Michael Klein

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
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 Citigroup
Global Markets Inc.

 388 Greenwich Street

 New York, New York 10013

 December 15, 2025

 VIA EDGAR

 Stacie Gorman

 United States Securities and Exchange Commission

 Division of Corporation Finance
Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Churchill Capital Corp XI

 Registration Statement on Form S-1

 Filed November 18, 2025, as amended

 File No. 333-291626

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Act"), the undersigned, for itself, hereby joins in the request of Churchill Capital
Corp XI that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at
4:30 p.m. Eastern time on Tuesday, December 16, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the
Act, the undersigned advises that approximately 200 copies of the Preliminary Prospectus dated December 10, 2025 are expected to be distributed
to prospective underwriters and dealers, institutional investors, retail investors and others.

 The undersigned advises that it has complied and will continue to comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 Citigroup Global Markets Inc.

 By:
 /s/ Pavan Bellur

 Name:
 Pavan Bellur

 Title:
 Managing Director

 As the Underwriter

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.

CORRESP
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 Churchill Capital Corp XI

 640 Fifth Avenue, 14th Floor

 New York, NY 10019

 VIA EDGAR

 December 10, 2025

 U.S. Securities & Exchange Commission
Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention:
 Stacie Gorman

 Re:

 Churchill Capital Corp XI
 Registration Statement on Form S-1
 Filed November 18, 2025
 File No. 333-291626

 Dear Mr. Lewis:

 Churchill Capital Corp XI.
(the “ Company ,” “ we ,” “ our ” or “ us ”) hereby transmits our
response to the comment letter received from the staff (the “ Staff, ” “ you ” or “ your ”)
of the U.S. Securities and Exchange Commission (the “ Commission ”) on December 10, 2025 regarding the Registration Statement
on Form S-1 filed with the Commission on November 18, 2025.

 For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in Amendment No. 1 to Registration Statement on Form S-1 (the “ Registration
Statement ”), which is being filed to the Commission contemporaneously with the submission of this letter.

 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 have revised the applicable disclosure
on the cover page of the Registration Statement and elsewhere as appropriate.

 ***

 We thank you for your review
of the foregoing and the Proxy Statement and this response. As you know, the Company is eager to finalize this Registration Statement
as soon as possible, and we appreciate the Staff’s assistance in helping us achieve this goal. If you have further comments, please
feel free to contact to our counsel, Stuart Neuhauser, Esq., at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

 Sincerely,

 /s/ Michael Klein

 Michael Klein

 Chief Executive Officer

 cc:
 Stuart Neuhauser, Esq.

 Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 Churchill Capital Corp XI

 640 Fifth Avenue, 14th Floor

 New York, NY 10019

 VIA EDGAR

 November 18, 2025

 U.S. Securities & Exchange Commission
Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Stacie Gorman

 Re:

 Churchill Capital Corp XI
 Draft Registration Statement on Form S-1
 Submitted August 6, 2025
 CIK No. 0002074973

 Dear Ms. Gorman:

 Churchill Capital Corp XI
(the " Company ," " we ," " our " or " us ") hereby transmits our
response to the comment letter received from the staff (the " Staff, " " you " or " your ")
of the U.S. Securities and Exchange Commission (the " Commission ") on September 2, 2025 regarding the Draft Registration
Statement on Form S-1 filed with the Commission on August 6, 2025.

 For the Staff's convenience,
we have repeated below the Staff's comments in bold, and have followed each comment with the Company's response. Disclosure
changes made in response to the Staff's comments have been made in Registration Statement on Form S-1 (the " Registration
Statement "), which is being filed to the Commission contemporaneously with the submission of this letter.

 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.

 We have revised the cover page and the
indicated pages to add the requested disclosure.

 Manner of Conducting Redemptions, page 32

 2. 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- 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.

 We have revised the disclosure throughout
the Registration Statement to indicate that any public shares purchased in compliance with the requirements of Rule 14e- 5 under the Exchange
Act will not be voted in favor of approving the business combination transaction.

 3. When
discussing redemptions, please explain the reference to "any securities for which such shares are exchanged in any prior migration
or other restructuring."

 We have removed the indicated disclosure
throughout the Registration Statement.

 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.

 We have revised the indicated disclosure
to add that our sponsor has no member who is a non-U.S. person.

 ***

 We thank you for your review
of the Registration Statement and this response. As you know, the Company is eager to finalize this Registration Statement as soon as
possible, and we appreciate the Staff's assistance in helping us achieve this goal. If you have further comments, please feel free
to contact to our counsel, Stuart Neuhauser, Esq., at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

 Sincerely,

 /s/ Michael Klein

 Michael Klein

 Chief Executive Officer

 cc:
 Stuart Neuhauser, Esq.

 Ellenoff Grossman & Schole LLP

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