Churchill Capital Corp XI-A美股招股说明书(2025-12-17版)

Churchill Capital Corp XI 36,000,000 Units Churchill Capital CorpXI is a blank check company incorporated as a Cayman Islands exemptedcompany for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, sharepurchase, reorganization or similar business combination with one or more businesses, which we refer tothroughout this prospectus as our initial business combination. We have not selected any business combinationtarget and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. We may pursue an initial business combination target in anybusiness or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone ClassA ordinary share and one-tenth of one warrant. Each whole warrant entitles the holder thereof topurchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as described in thisprospectus, and only whole warrants are exercisable. The warrants will become exercisable 30days after thecompletion of our initial business combination, and will expire fiveyears after the completion of our initialbusiness combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to theterms and conditions described in this prospectus, we may redeem the warrants for cash once the warrantsbecome exercisable. No fractional warrants will be issued upon separation of the units and only whole warrantswill trade. We have also granted the underwriter a 45-day option to purchase up to an additional 5,400,000unitsto cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassAordinary 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 oftwobusiness days prior to the consummation of our initial business combination, including interest earned onthe funds held in the trust account (net of amounts withdrawn to fund our working capital requirements, subjectto an annual limit of $1,000,000, and to pay our taxes (“permitted withdrawals”)), divided by the number ofthen outstanding ClassA ordinary shares that were sold as part of the units in this offering. We will have24months from the closing of this offering to consummate an initial business combination (or 27months fromthe closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreementfor an initial business combination within 24months from the closing of this offering; no redemption rightsshall be offered to our public shareholders in connection with any such extension from 24months to 27monthsif we have executed a letter of intent, agreement in principle or definitive agreement for an initial businesscombination within 24months from the closing of this offering) or until such earlier liquidation date as ourboard of directors may approve, to consummate an initial business combination, which we refer to herein as thecompletion window. If we anticipate that we may be unable to consummate our initial business combinationwithin such 24-month period (or up to 27months if we extend the period of time to consummate our initialbusiness combination in accordance with the terms described in this prospectus), we may seek shareholderapproval to amend our amended and restated memorandum and articles of association to extend the date bywhich we must consummate our initial business combination. If we seek shareholder approval for an extension,holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable incash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (lesspermitted withdrawals), divided by the number of then issued and outstanding public shares, subject toapplicable law. If we are unable to complete our initial business combination within the completion window (orsuch later date as approved by our shareholders), or by such earlier liquidation date as our board of directorsmay approve, we will redeem 100% of the public shares at a per share price, payable in cash, equal to theaggregate amount then on deposit in the trust account, including interest earned thereon (less permittedwithdrawals and up to $100,000 of interest income to pay dissolution expenses), divided by the number of thenissued and outstanding public shares, subject to applicable Table of Contents law and certain conditions as further described herein.See “Summary—The Offering—Redemption rightsfor public shareholders upon completion of our initial business combination” on page 32 and“Summary—The Offering—Redemption of public shares and distribution and liquidation if no initialbusiness combination” on page 37 for m