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CORRESP
 1
 filename1.htm

 CORRESP

 BTIG, LLC
 65 E. 55th Street New
York, New York 10022 May 12, 2025
 VIA EDGAR Jeffrey Lewis
 United States Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549

 Re:
 Churchill Capital Corp X
 Registration Statement on Form S-1
 Filed April 28, 2024, as amended
 File No. 333-286799
 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 and the other several underwriters, hereby joins in the request of Churchill Capital Corp X that the effective date of the
above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern time on Tuesday, May 13, 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 50 copies of the Preliminary Prospectus
dated May 8, 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,

 BTIG, LLC

 By:

 /s/ Paul Wood

 Name: Paul Wood

 Title: Managing Director

 As Representative of the several underwriters
 [ Signature Page to Underwriter ’ s Acceleration Request Letter ]

CORRESP
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 CORRESP

 CHURCHILL CAPITAL CORP. X
 640 Fifth Avenue, 14th Floor
 New York, NY 10019
 May 12, 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: Ruairi Regan
 Jeffrey Gabor

 Re:
 Churchill Capital Corp X
 Registration Statement on Form S-1
 Filed April 28, 2025, as amended
 File No. 333-286799
 Gentlemen: Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Churchill Capital Corp X hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Tuesday, May 13, 2025, or as soon as
thereafter practicable.

 Very truly yours,

 /s/ Michael Klein

 Michael Klein

 Chief Executive Officer

 cc:

 Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 27, 2025

Michael Klein
Chief Executive Officer
Churchill Capital Corp X
640 Fifth Avenue, 14th Floor
New York, NY 10019

 Re: Churchill Capital Corp X
 Amendment No. 2 to
 Draft Registration Statement on Form S-1
 Submitted March 6, 2025
 CIK No. 0002007825
Dear Michael Klein:

 We have reviewed your amended 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 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. Unless we note otherwise, any references to prior comments are to
comments in
our June 20, 2024 letter.

Amended Draft Registration Statement on Form S-1
Sponsor Information, page 11

1. We note your disclosure on page 12 that the Strategic Partners and
Operating Partners
 may invest in your sponsor but will have no right to control the sponsor
or participate
 in any decision regarding the disposal of any security held by the
sponsor. Please
 disclose the persons if any who may have direct and indirect material
interests in the
 sponsor, as well as the nature and amount of their interests. See Item
1603(a)(7) of
 Regulation S-K.
 March 27, 2025
Page 2

The Offering
Founder Shares, page 23

2. Please expand your disclosure on pages 22, 33, 142, and elsewhere as
appropriate, to
 clarify whether any public shares sold in this offering would be
required to approve
 the business combination if the minimum to constitute a quorum is
present at the
 meeting. Please also revise your Risk Factors as appropriate or
otherwise advise.
Dilution, page 107

3. Please expand your disclosure outside the table to highlight that you
may need to issue
 additional securities as you intend to seek an initial business
combination with a target
 company with an enterprise value greater than the net proceeds of the
offering and the
 sale of private placement warrants, as stated on page 11 of your
prospectus.
Management, page 161

4. Please include more detailed disclosure regarding any SPAC experience
your sponsor,
 affiliates, management may have. Please revise to disclose further
information
 concerning any completed business combinations, including the financing
needed for
 the transactions and the level of redemptions. Also, disclose any
extensions and
 redemption levels in connection with an extension. See Item 1603(a)(3)
of Regulation
 S-K.
 Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or Jeffrey Gabor at
202-551-2544 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Stuart Neuhauser, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 20, 2024
Michael Klein
Chief Executive Officer
Churchill Capital Corp X
640 Fifth Avenue, 14th Floor
New York, NY 10019
Re:Churchill Capital Corp X
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted June 10, 2024
CIK No. 0002007825
Dear Michael Klein:
            We have reviewed your amended draft registration statement and have the following
comment.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement 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. Unless we note otherwise, any references to prior comments are to comments in our
April 4, 2024 letter.
Amended Draft Registration Statement on Form S-1
Underwriting, page 198
1.We note your revisions in response to prior comment 5; however, the value of the
additional equity compensation being provided to the underwriter and its affiliate and
hence the total underwriter compensation remains unclear. Please disclose clearly the
value of such compensation or advise. Refer to Item 508(e) of Regulation S-K which
requires disclosure of the amounts of any commissions to be paid by the company.

 FirstName LastNameMichael Klein
 Comapany NameChurchill Capital Corp X
 June 20, 2024 Page 2
 FirstName LastName
Michael Klein
Churchill Capital Corp X
June 20, 2024
Page 2
            Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Ruairi Regan at 202-551-3269 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Stuart Neuhauser, Esq.

United States securities and exchange commission logo
April 4, 2024
Michael Klein
Chief Executive Officer
Churchill Capital Corp X
640 Fifth Avenue, 14th Floor
New York, NY 10019
Re:Churchill Capital Corp X
Draft Registration Statement on Form S-1
Submitted March 8, 2024
CIK No. 0002007825
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 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.We note your disclosure elsewhere in the filing that your Class B ordinary shares
have different voting rights to appoint or remove directors than the Class A ordinary
shares you are registering in your offering. Please revise the disclosure on
your cover page to briefly describe the voting rights of the securities. Refer to Item
501(b)(2) of Regulation S-K.
Summary
Conflicts of Interest, page 32
2.We note your disclosure that Mr. Klein will have no duty to offer acquisition opportunities
to the company unless presented to him solely in his capacity as an officer or director of
the company and after he has satisfied his contractual and fiduciary obligations to other
parties. We also note your disclosure on page 114 that Mr. Klein and the Operating

 FirstName LastNameMichael Klein
 Comapany NameChurchill Capital Corp X
 April 4, 2024 Page 2
 FirstName LastName
Michael Klein
Churchill Capital Corp X
April 4, 2024
Page 2
Partners have complete discretion, subject to applicable fiduciary duties, as to which blank
check company they choose to pursue a business combination. Please clarify whether Mr.
Klein has any existing contractual and fiduciary obligations to other parties to offer
acquisition opportunities to such parties.
Principal Shareholders, page 155
3.We note your disclosure in footnote 2 to the table in this section that the After Offering
interests shown consist of founder shares and private placement shares. Please clarify in
this section how many of those 6,550,000 shares are founder shares.
Underwriting, page 198
4.We note your disclosure that BTIG, LLC will be admitted as a member of the sponsor in
connection with the closing of this offering and will be allocated interests in the sponsor
corresponding to 250,000 founder shares (or up to 287,500 founder shares if the over-
allotment is exercised in full) as upfront underwriting compensation in lieu of a cash
underwriting discount and that separately, an affiliate of BTIG, LLC will commit to invest
$500,000 in, and will be admitted as a member of, the sponsor in connection with the
closing of this offering in exchange for interests in the sponsor corresponding to 50,000
private placement units and 200,000 founder shares. Please clarify the terms under
which admitting BTIG and its affiliate as members of the sponsor will allocate interests
in specific numbers of shares and units held by the sponsor to those entities. Also, please
clarify the relationship with and identify the affiliate.
5.We note your disclosure that BTIG will be allocated interests in your sponsor
corresponding to 250,000 founder shares as upfront underwriting compensation, and it
appears that an affiliate of BTIG will also be allocated interests in shares at a substantial
discount to the offering price. Please disclose, here and on the cover page the aggregate
total underwriting compensation which will be paid to BTIG and its affiliates in
connection with the offering.  Refer to Item 508(e) of Regulation S-K.
            Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Ruairi Regan at 202-551-3269 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Stuart Neuhauser, Esq.