{"url_path":"/sec/ccxiw/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/2074973/0001213900-26-055787-index.html","accession_number":"0001213900-26-055787","cik":"0002074973","ticker":"CCXI","issuer_name":"Churchill Capital Corp XI","edgar_url":"https://www.sec.gov/Archives/edgar/data/2074973/0001213900-26-055787-index.html","primary_entity_key":"0002074973","primary_entity_name":"Churchill Capital Corp XI"},"word_count":786,"has_tables":true,"body_markdown":"Item 1A. Risk Factors.\n\n \n\nAs a smaller reporting company\nunder Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for\ndetailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO\nRegistration Statement and (ii) 2025 Annual Report. As of the date of this Report, there have been no material changes with respect to\nthose risk factors. Any of these previously disclosed risk\nfactors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks\nnot presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination.\nWe may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.\n\n \n\n*The share price of the post-Business Combination\ncompany may be less than the Redemption Price (as defined below) of our Public Shares.*\n\n* *\n\nEach Public Unit sold in our\nInitial Public Offering at an offering price of $10.00 per Public Unit consisted of one Public Share and one-tenth of one Public Warrant.\nOf the proceeds we received from the Initial Public Offering and the Private Placement, $414,000,000 was placed in our Trust Account.\nWe will provide our Public Shareholders the opportunity to redeem all or a portion of their Public Shares in connection with the completion\nof our initial Business Combination, and potentially upon the occurrence of certain other events prior to our initial Business Combination.\nWe expect that the pro rata redemption price in any redemption will be approximately $10.07 per Public Share as of March 31, 2026 (after\nadjustment for Permitted Withdrawls but before taxes payable, if any, and such amount, the “Redemption Price”), representing\na pro rata portion of our Trust Account without taking into account any interest or other income earned on such funds (less any withdrawals\nfrom such interest or income for taxes paid), although the Redemption Price may be less in certain circumstances. As a result, Public\nShareholders who own our Public Shares on a redemption date can anticipate receiving the Redemption Price in connection with a redemption\nfor each Public Share that they choose to redeem.\n\n \n\nThere can be no assurance\nthat, after our initial Business Combination, our Public Shareholders would be able to sell their shares in the post-Business Combination\ncompany for the Redemption Price, or any higher price. We have not, as yet, identified a target and are therefore unable to provide any\nassurances as to its financial condition, business prospects or potential risks. It is therefore possible that the share price of the\npost-Business Combination company may decline below the Redemption Price. In recent years, the share prices of many post-Business\nCombination companies have fallen following a Business Combination. As a result, if our Public Shareholders continue to hold shares in\nthe post-Business Combination company following our initial Business Combination, we cannot assure our shareholders that the trading price\nof such shares will be greater than the Redemption Price.\n\n \n\n*Certain agreements related to the Initial\nPublic Offering may be amended, or their provisions waived, without shareholder approval.*\n\n \n\nCertain of the agreements related to the Initial\nPublic Offering to which we are a party may be amended, or their provisions waived, without shareholder approval. Such agreements include\nthe (i) Underwriting Agreement, (ii) the Letter Agreement, (iii) the Registration Rights Agreement, (iii) the Private Placement Units\nPurchase Agreement and (iv) the Administrative Support Agreement. These agreements contain various provisions that our Public Shareholders\nmight deem to be material. For example, our Letter Agreement and the Underwriting Agreement contain certain lock-up provisions with respect\nto the Founder Shares and other securities held by our Sponsor, officers and directors, subject to certain exceptions. Amendments or\nwaivers to such agreements would require the consent of the applicable parties thereto and, in certain cases, the consent of the Underwriter\nof the Initial Public Offering. Any such modification, such as an amendment to shorten lock-up restrictions, may benefit our Sponsor,\nofficers and/or directors. Any such amendments would not require approval from our shareholders, may result in the completion of our\ninitial Business Combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment\nin our securities. For example, although we would not amend lock-up provisions to permit securities held by our Sponsor to be freely\nsold prior to our initial Business Combination, we may amend such provisions to permit them to be freely sold after the Business Combination\nearlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.\n\n \n\n24"}