Churchill Capital Corp X-A美股招股说明书(2025-05-15版)

allotments, if any. simultaneously with the closing of this offering. We refer to these units throughout this prospectus as the private placement units. Each privateplacement warrant contained in the private placement units is exercisable to purchase one whole Class A ordinary share at a price of $11.50 pershare. The private placement warrants will become exercisable 30 days after the completion of our initial business combination, and will notexpire except upon liquidation, as described in this prospectus. None of the private placement warrants will be redeemable by us. CondorInvestments V will commit to invest $500,000 in, and will be admitted as a member of, our sponsor in connection with the closing of this offeringin exchange for interests in our sponsor corresponding to 50,000 private placement units and 200,000 founder shares (as defined below). For solong as they are held by BTIG, LLC or its affiliates or associated persons, the private placement warrants will not be exercisable more than fiveyears from the commencement of sales in this offering in accordance with FINRA rules.Our sponsor owns 10,350,000 Class B ordinary shares (up to 1,350,000 of which are subject to forfeiture depending on the extent to which theunderwriters’ over-allotment option is exercised), which it purchased for an aggregate of $25,000. We refer to these Class B ordinary shares asthe founder shares throughout this prospectus. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time ofour initial business combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the timeof our initial business combination, as may be determined by our directors), or earlier at the option of the holders thereof, on a one-for-one basis,subject to adjustment and forfeiture as provided herein. Because our sponsor acquired the Class B ordinary shares at a nominal price of $.002 pershare, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering. Further, the Class A ordinaryshares issuable in connection with the conversion of the Class B ordinary shares may result in material dilution to our public shareholders due tothe anti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basisupon conversion. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issuedin excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class Bordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class Bordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class Aordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of(i) the total number of all ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuantto the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the private placement units issued to thesponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initialbusiness combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination andany private placement-equivalent units and their underlying securities issued to our sponsor or any of its affiliates or to our officers or directorsupon conversion of working capital loans). If we increase or decrease theTable of Contentssize of this offering, we will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, withrespect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership offounder shares by our initial shareholders, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummationof this offering. Prior to our initial business combination, only holders of our Class B ordinary shares will have the right to vote on theappointment and removal of directors. Holders of our Class A ordinary shares will not be entitled to vote on the appointment or removal ofdirectors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by aspecial resolution passed by a majority of at least 90% (or, where such amendment is proposed in respect of the consummation of our initialbusiness combination, two-thirds) of our ordinary shares voting a