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

Churchill Capital Corp X 36,000,000 Units Churchill Capital Corp X is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, assetacquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Wehave not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combinationtarget. We may pursue an initial business combination target in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassA ordinary share and one-fourth of one warrant. Each whole warrantentitles the holder thereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable.The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination orearlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants for cash once thewarrants become exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We have also granted the underwriters a 45-day option topurchase up to an additional 5,400,000 units to cover over-allotments, if any.We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassA ordinary shares upon the completion of our initial business combination at a per-share price described herein, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initialbusiness combination, including interest earned on the funds held in the trust account (net of amounts withdrawn to fund our working capital requirements, subject to an annual limit of$1,000,000, and to pay our taxes (“permitted withdrawals”)), divided by the number of then outstanding ClassA ordinary shares that were sold as part of the units in this offering. We willhave 24 months from the closing of this offering to consummate an initial business combination (or 27 months from the closing of this offering if we have executed a letter of intent,agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of this offering; no redemption rights shall be offered to our publicshareholders in connection with any such extension from 24 months to 27 months if we have executed a letter of intent, agreement in principle or definitive agreement for an initial businesscombination within 24 months from the closing of this offering) or until such earlier liquidation date as our board of directors may approve, to consummate an initial business combination,which we refer to herein as the completion window. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period (or up to 27 monthsif we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus), we may seek shareholder approval to amend ouramended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for anextension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount, including interest earned thereon (less permitted withdrawals), divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable tocomplete our initial business combination within the completion window (or such later date as approved by our shareholders), or by such earlier liquidation date as our board of directors mayapprove, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon(less permitted withdrawals and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable lawand certain conditions as further described herein.See“Summary — The Offering — Redemption rights for public shareholders upon completion of our initial business combination”on page 31 and “Summary — The Offering — Redemption of public shares and distribution and liquidation if no initial business combinatio