Churchill Capital Corp XI 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2025. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Annual Report on Internal Control over Financial Reporting This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting Not applicable. Item 9B. Other Information. Trading Arrangements During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Additional Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 42 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers As of the date of this Report, our directors and officers are as follows: Name Age Position Michael Klein 62 Chief Executive Officer, President and Chairman of the Board of Directors Jay Taragin 60 Chief Financial Officer William Sherman 62 Director Paul Lapping 63 Director Stephen Murphy 62 Director The experience of our directors and executive officers is as follows: Michael Klein has served as our Chief Executive Officer, President and the Chairman of our Board of Directors since inception. Mr. Klein is also the Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp IX (Nasdaq: CCIX) (“Churchill IX”), a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC, and a Director of Oklo, described below. Mr. Klein was the co-founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018. Churchill Capital Corp merged with Clarivate Analytics, a provider of comprehensive intellectual property and scientific information, analytical tools, and services, in May 2019. Mr. Klein served as a member of the board of directors of Clarivate Plc (NYSE: CLVT) from May 2019 until October 2020. Mr. Klein was the founder, Chief Executive Officer, President and Chairman of the board of directors of Churchill Capital Corp II, a blank check company formed in 2019. Churchill Capital Corp II merged with Skillsoft Corp., a provider of digital learning and talent management solutions, and Global Knowledge Training LLC, a provider of IT and professional skills development in June 2021, and Mr. Klein currently serves on the board of directors of the combined company, Skillsoft Corp. (NYSE: SKIL). Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the board of directors of Churchill Capital Corp III, a blank check company formed in 2019. Churchill Capital Corp III merged with MultiPlan, Inc., a technology-enabled provider of end-to-end healthcare cost management solutions, in October 2020, and Mr. Klein currently serves on the board of directors of MultiPlan, Inc. (NYSE: MPLN). Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the board of directors of Churchill Capital Corp IV, a blank check company formed in 2020. Churchill Capital Corp IV merged with Lucid Group, Inc. (NASDAQ: LCID), a manufacturer of luxury electric vehicles, in July 2021. Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the board of directors of Churchill Capital Corp V, a blank check company formed in 2020. Churchill Capital Corp V did not consummate an initial Business Combination and was liquidated in October 2023. Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the board of directors of Churchill Capital Corp VI (“Churchill VI”), a blank check company formed in 2021. Churchill VI did not consummate an initial Business Combination and was liquidated in October 2023. In December 2020, Mr. Klein founded and became Chief Executive Officer, President and Chairman of the board of directors of Churchill Capital Corp VII (“Churchill VII”), a special purpose acquisition company that completed a $1.38 billion initial public offering in February 2021. In August 2023, Churchill VII entered into a definitive agreement to merge with CorpAcq., a corporate compounder with a record of acquiring and supporting founder-led businesses. In August 2024, the definitive agreement with CorpAcq was terminated and Churchill Capital Corp VII began the process of liquidation and returning cash held in trust to its shareholders. In March 2021, Mr. Klein founded and became Chief Executive Officer and Chairman of the board of directors of AltC Acquisition Corp., a special purpose acquisition company formally known as Churchill Capital Corp VIII, the eighth such corporation in the Churchill series of SPACs, and completed its $500 million initial public offering in July 2021. In July 2023, AltC Acquisition Corp. entered into a definitive agreement to merge with Oklo, a fission technology and nuclear fuel recycling company which seeks to provide clean, reliable, affordable energy globally through the design and deployment of next-generation fast reactor technology, which was approved by the shareholders of AltC Acquisition Corp. in May 2024, and where he continues as a Director. Mr. Klein has been the Chief Executive Officer, President and Chairman of the board of directors of Churchill IX, a blank check company which raised $287.5 million in its initial public offering in May 2024 and in June 2025 announced it had entered into a Business Combination agreement with Plus Automation Inc., a company commercializing AI-based virtual driver software for autonomous trucks. Mr. Klein also served as the Chief Executive Officer, President and Chairman of the board of directors of Churchill Capital Corp X (“Churchill X”), a blank check company, from January 2024 until the consummation of its initial Business Combination in February 2026 with Infleqtion (“Infleqtion”), a company developing neutral atom based technology to provide improvement in computing and precision sensing applications. Mr. Klein served as a Director of Credit Suisse Group AG and Credit Suisse AG from April 2018 to October 2022. 43 Mr. Klein is the founder and managing partner of M. Klein and Company, LLC (“MKC”), which he founded in 2012. MKC is a global strategic advisory firm that provides its clients a variety of advice tailored to their objectives. Mr. Klein is a strategic advisor to global companies, boards of directors, senior executives, governments, and institutional investors. Mr. Klein’s background in strategic advisory work was built during his 35-year career, including more than two decades at Citi and its predecessors, during which he initiated and executed strategic advisory transactions. He began his career as an investment banker in the M&A Advisory Group at Salomon Smith Barney and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for global corporate and investment banking and Global Transaction Services across Citi. Mr. Klein is a graduate of The Wharton School of the University of Pennsylvania, where he earned his Bachelors of Science in Economics with concentrations in finance and accounting. Mr. Klein is well qualified to serve on our Board of Directors due to his significant investment banking and advisory experience as well as his extensive experience with SPACs. Jay Taragin has served as our Chief Financial Officer since inception. He is also the Chief Financial Officer of MKC, which he joined in May 2019. He was the Chief Financial Officer of Churchill VII from December 2020, and in August 2023, Churchill VII entered into a definitive agreement to merge with CorpAcq. In August 2024, the definitive agreement with CorpAcq was terminated and Churchill VII began the process of liquidation and returning cash held in trust to its shareholders. Mr. Taragin was also the Chief Financial Officer of AltC Acquisition Corp., until its initial Business Combination in May 2024 with Oklo. Mr. Taragin is also the Chief Financial Officer of Churchill IX, a blank check company which raised $287.5 million in its initial public offering in May 2024 and in June 2025 announced it had entered into a Business Combination agreement with Plus Automation Inc., a company commercializing AI-based virtual driver software for autonomous trucks. Mr. Taragin was the Chief Financial Officer of Churchill X from February 2024 until the consummation of its initial Business Combination with Infleqtion in February 2026. Prior to joining MKC, Mr. Taragin served as the US Scotiabank Chief Financial Officer from 2013 to 2017. Prior to Scotiabank, Mr. Taragin held a Chief Operating and Financial Officer role from 2009 to 2012 at Fundcore Finance Group LLC and held a variety of senior finance and audit roles at Merrill Lynch & Company from 1993 to 2009. In addition, Mr. Taragin worked at Credit Suisse and PricewaterhouseCoopers as a senior auditor and accountant. Mr. Taragin is a certified public accountant and holds a master’s degree in business administration from New York University Stern School of Business and a bachelor’s degree from Yeshiva University. William Sherman has served as a Director since December 2025. Since July 2024, he has served as a Director of Churchill IX, and since May 2025, he has served as a Director of Churchill X. He has served as the Executive Vice President and Chief Operating Officer of Nat Sherman Inc. (“Nat Sherman”), a third-generation, family-owned tobacco company from 1991 to January 2017. During his time at Nat Sherman, Mr. Sherman played a pivotal role in the growth of the brand, establishing it as a leading luxury product in its category. His responsibilities spanned operations, manufacturing oversight, product development, and international sales management. As a leader in small manufacturing, Mr. Sherman was actively involved in numerous industry boards. He was a vocal advocate on regulatory and legislative issues, ensuring that the industry’s interests were well-represented. In 2017, Mr. Sherman successfully spearheaded the sale of Nat Sherman to Altria Group Inc., marking a significant milestone in Nat Sherman’s history. Following the sale, Mr. Sherman retired but remains actively engaged in various roles. He serves on the Statesmen Athletic Association board of Hobart and William Smith Colleges, his alma mater, and has dedicated himself to an array of investment and philanthropic efforts. Mr. Sherman received a Bachelor of Arts degree from Hobart and William Smith Colleges. Mr. Sherman is well qualified to serve on our Board of Directors due to his significant operational, financial and leadership experience. Paul D. Lapping has served as a Director since March 2026. He is the Manager of Jakal Investments, LLC, a private investment firm he founded in 2005 that focuses on technology, healthcare, fintech, and artificial intelligence sectors. Since April 2015, he has also served as the Manager of Green Pastures Management, LLC, a series LLC with underlying LLC investment vehicles, where he manages and oversees the investment activities of the series and underlying vehicles. He has served as a director of Churchill IX since April 2025. From August 2025 to February 2026, he also served as a director of Churchill X. From 2011 to 2012, Mr. Lapping served as Chief Operating Officer of SuRo Capital Corp. (Nasdaq: SSSS), a publicly traded, growth-stage venture capital firm (“Suro”). Prior to Suro, Mr. Lapping served as a director and Chief Financial Officer of New University Holdings Corp., a capital pool company listed on the TSX Venture Exchange, from August 2010 to August 2011. From October 2009 to May 2011, Mr. Lapping was Chief Financial Officer, Treasurer, Secretary, and a director of 57th Street General Acquisition Corp., a SPAC. Between 2007 and 2009, he served as Chief Financial Officer, Treasurer, and Secretary of Alternative Asset Management Acquisition Corp., also a SPAC. From 1995 to 2003, Mr. Lapping was a General Partner of Minotaur Partners II, L.P. and Merchant Partners, L.P., private equity partnerships focused on middle-market investments. From 1991 to 1995, Mr. Lapping led corporate development at Montgomery Ward Holding Corp., a diversified retail and direct marketing company. From 1988 to 1991, Mr. Lapping worked at Farley Industries, Inc. and its affiliated companies (including Fruit of the Loom, Inc. and West Point-Pepperell, Inc.) in corporate development and finance roles. Earlier in his career, Mr. Lapping worked with Golder, Thoma and Cressey, a private equity firm, and in the mergers and acquisitions group at Salomon Brothers Inc. Mr. Lapping is a Certified Public Accountant. He holds a Bachelor of Science degree from the University of Illinois and an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Lapping is well-qualified to serve as a member of the Board due to his significant operational, financial and leadership experience and experience serving on SPAC boards. 44 Stephen Murphy has served as a Director since March 2026. He has served as the Co-Founding Partner of Merivel Capital Partners LLP, a boutique private placement group authorized by the UK FCA, since 2023. Since 2010, Mr. Murphy has also served as Chairman of “Budd – London” as well as a director of numerous other luxury goods manufacturers and retailers including Brown Thomas Group (Ireland), H Huntsman & Sons Limited (UK), “The Watch Gallery” UK and J. R. Tusting & Company (UK). Mr. Murphy has significant past investment banking, principal investing, and direct entrepreneurial experience across a wide range of industries and is actively involved in a number of international businesses at board levels. He has served as a director of Churchill IX since May 2024. He also served as a director of Churchill X from August 2025 to the completion of its business combination in February 2026, and served as a director of Churchill VI and Churchill VII from 2021 until their respective liquidations. Mr. Murphy is also an active angel investor. Mr. Murphy serves as a director of various companies related to Qalaa Holdings SAE, which is involved in energy and infrastructure investments in Egypt. Mr. Murphy was trained as a financial analyst in New York starting in 1986 and ultimately was made head of Salomon Brothers International’s M&A Group in London. He went on to become a Managing Director of Citigroup International. As a Managing Director of Citigroup International, Mr. Murphy was involved in the evaluation and execution of private and public financings and capital raising. Mr. Murphy received an M.A. from University of Dublin Trinity College. Mr. Murphy is well-qualified to serve as a member of the Board due to his significant financial and leadership experience and experience serving on SPAC boards. Family Relationships No family relationships exist between any of our directors or executive officers. Involvement in Certain Legal Proceedings There are no material proceedings to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or integrity of any director or officer. Number and Terms of Office of Officers and Directors We have four directors as of the date of this Report. Our Board of Directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. The term of office of the first class of directors, consisting of Messrs. Lapping and Murphy, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Mr. Sherman, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Mr. Klein, will expire at the third annual general meeting. We may not hold an annual general meeting until after we consummate our initial Business Combination. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. Holders of our Founder Shares will have the right to vote to appoint and remove all of our directors prior to consummation of our initial Business Combination and holders of our Public Shares will not have the right to vote on the appointment or removal of directors during such time. These provisions of our Amended and Restated Articles may only be amended if approved by a Special Resolution passed by a majority of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial Business Combination, two-thirds) of our Ordinary Shares voting at the applicable general meeting. 45 Approval of our initial Business Combination will require the affirmative vote of a majority of our Board of Directors, which must include a majority of our independent directors and each of the non-independent directors nominated by our Sponsor. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our Amended and Restated Articles as it deems appropriate. Our Amended and Restated Articles provide that our officers may consist of any Chairman or co-Chairman of the Board, a Vice Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, a Secretary, a Treasurer, Vice Presidents, one or more assistant Vice Presidents, one or more assistant Treasurers, one or more assistant Secretaries and such other officers as may be determined by the Board of Directors. Committees of the Board of Directors Our Board of Directors has two standing committees: an Audit Committee and a Compensation Committee. Subject to phase-in rules and certain limited exceptions, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. In addition, Nasdaq rules generally require that the Compensation Committee of a listed company be comprised solely of independent directors, subject to certain limited exceptions set forth thereunder. Audit Committee We have established an Audit Committee of the Board of Directors. Messrs. Sherman, Lapping and Murphy serve as members of our Audit Committee. Under Nasdaq’s listing standards and applicable SEC rules, we are required to have at least three members of the Audit Committee, all of whom must be independent, subject to certain limited exceptions set forth under the rules of Nasdaq. Each of Messrs. Murphy, Sherman and Lapping is independent. Mr. Lapping serves as the chair of the Audit Committee. Each member of the Audit Committee is financially literate, and our Board of Directors has determined that Mr. Lapping qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an audit committee charter, which details the principal functions of the Audit Committee, including, among other things: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; ● pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; 46 ● setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; ● reviewing with Management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule; and ● implementing and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity incidents. Compensation Committee We have established a Compensation Committee of the Board of Directors. Messrs. Sherman, Lapping and Murphy serve as members of our Compensation Committee. Mr. Sherman serves as the chair of the Compensation Committee. Under the Nasdaq listing standards and applicable SEC rules, we generally would be required to have at least two members of the Compensation Committee, each of whom must be independent, subject to certain limited exceptions set forth under the rules of Nasdaq. We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including, among other things: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; 47 ● reviewing on an annual basis our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting Management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ● if required, producing a report on executive compensation to be included in our annual proxy statement; ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other advisor and will be directly responsible for the appointment, compensation and oversight of the work of any such advisor. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other advisor, the Compensation Committee will consider the independence of each such advisor, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the Board of Directors. The Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees will be Messrs. Sherman, Lapping and Murphy. In accordance with Rule 5605 of the Nasdaq rules, each of Messrs. Sherman, Lapping and Murphy is independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to our Board of Directors. Code of Ethics We have adopted the Code of Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. A copy of the Code of Ethics is attached hereto as Exhibit 14. 48 Trading Policies On December 16, 2025, we adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules. A copy of the Insider Trading Policy is attached hereto as Exhibit 19. Item 11. Executive Compensation. None of our executive officers or directors have received any cash compensation for services rendered to us as of the date of this Report. We will pay each of our independent directors cash compensation of $75,000 per annum, beginning on April 1, 2026, and continuing for the duration of their service as a director of the Company. Our Audit Committee reviews on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account, including Permitted Withdrawals. Other than quarterly Audit Committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial Business Combination. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, will be paid from (i) funds held outside the Trust Account or (ii) Permitted Withdrawals: ● reimbursement to the managing member of our Sponsor in an amount equal to $30,000 per month for office space, utilities and secretarial and administrative support made available to us; ● at the closing of our initial Business Combination, payment of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination; ● reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial Business Combination; ● repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or our officers and directors to finance transaction costs in connection with an intended initial Business Combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into Private Placement Units, at a price of $10.00 per unit at the option of the lender; and ● our independent directors will each receive cash compensation of $75,000 per annum, beginning on April 1, 2026, and continuing for the duration of their service as a director of the Company. 49 In addition, we have agreed, pursuant to the Administrative Support Agreement with the managing member of our Sponsor relating to the monthly reimbursement for office space and administrative services described above, that we will indemnify the managing member of our Sponsor from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business (including our initial Business Combination) or any claim against the managing member of our Sponsor alleging any expressed or implied management or endorsement by the managing member of our Sponsor of any of the Company’s activities or any express or implied association between the managing member of our Sponsor and the Company or any of its affiliates, which agreement will provide that the indemnified parties cannot access the funds held in our Trust Account. After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer documents (as applicable) furnished to our shareholders in connection with a proposed Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the Board of Directors for determination, either by a Compensation Committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors. We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Compensation Recovery and Clawback Policy On December 16, 2025, our Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608. At no time during the fiscal year covered by this Report were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback Policy, a copy of which is attached hereto as Exhibit 97. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 26, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by: ● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares; ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and directors as a group. 50 In the table below, percentage ownership is based on 55,700,000 of our Ordinary Shares, consisting of (i) 41,900,000 Class A Ordinary Shares and (ii) 13,800,000 Class B Ordinary Shares, issued and outstanding as of March 26, 2026. On all matters to be voted upon, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law, other than as provided under our Amended and Restated Articles. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these Private Placement Warrants are not exercisable within 60 days of the date of this Report. Class A Ordinary Shares Class B Ordinary Shares Approximate Percentage Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned(2) Approximate Percentage of Class of Total Outstanding Ordinary Shares Churchill Sponsor XI LLC (our Sponsor)(3) 500,000 1.2 % 13,800,000 100.0 % 25.7 % Michael Klein(3) 500,000 1.2 % 13,800,000 100.0 % 25.7 % Jay Taragin — — — — — William Sherman — — — — — Paul Lapping — — — — — Stephen Murphy — — — — — All directors and executive officers as a group (five (5) individuals) 500,000 1.2 % 13,800,000 100.00 % 25.7 % Other 5% Shareholders Empyrean (4) 3,500,000 8.3 % -- -- 6.3 % MMCAP(5) 2,700,000 6.4 % -- -- 4.8 % Adage (6) 2,700,000 6.4 % -- -- 4.8 % Magnetar (7) 2,700,000 6.4 % -- -- 4.8 % Fort Baker (8) 2,252,979 5.3 % -- -- 4.0 % Millennium(9) 2,224,879 5.3 % -- -- 4.0 % (1) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Churchill Capital Corp XI, 640 Fifth Avenue, 14 th Floor, New York, New York 10019. (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of our initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the consummation of our initial Business Combination, as may be determined by our directors), or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. (3) Michael Klein, our Chief Executive Officer, President and Chairman of the Board of Directors, is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of Churchill Sponsor XI LLC, our Sponsor, and accordingly Mr. Klein may be deemed to have beneficial ownership of securities held by our Sponsor. Mr. Klein disclaims any ownership of the securities of our Company held by our Sponsor, other than to the extent of any pecuniary interest he may have therein, directly or indirectly. 51 (4) Based on a Schedule 13G filed with the SEC on February 17, 2026 by Empyrean Capital Partners, LP (“ECP”), which has shared voting and dispositive power with Amos Meron. Mr. Meron serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the common stock directly held ECP. The address of the business office of each of the reporting persons is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067. (5) According to a Schedule 13G/A filed with the SEC on February 13, 2026, by MMCAP International Inc. SPC and MM Asset Management Inc. The principal business address of MMCAP International Inc. SPC is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P. O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands. The principal business address of MM Asset Management Inc is 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, Ontario M5J 2S1 Canada. (6) Based on a Schedule 13G filed with the SEC on February 12, 2026, by Adage Capital Partners, L.P. (“ACP”). Adage Capital Management, L.P. (“ACM”) is the investment manager of ACP and holds shared voting and dispositive power over the shares held by ACP. Robert Atchinson as (i) managing member of Adage Capital Advisors, L.L.C. (“ACA”), managing member of Adage Capital Partners GP, L.L.C. (“ACPGP”), general partner of ACP and (ii) managing member of Adage Capital Partners LLC (“ACPLLC”), general partner of ACM, holds shared voting and dispositive power over the shares held by ACP. Phillip Gross as (i) managing member of ACA, managing member of ACPGP, and (ii) managing member of ACPLLC, general partner of ACM, holds shared voting and dispositive power with respect to the shares held by ACP. The business address of each person and entity listed above is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. (7) Based on Schedule 13G filed with the SEC on February 17, 2026, by (i) Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”); (ii) Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”); (iii) Supernova Management LLC, a Delaware limited liability company (“Supernova Management”); and (iv) Mr. David J. Snyderman, a U.S. citizen (“Mr. Snyderman,” together with Magnetar Financial, Magnetar Capital Partners and Supernova Management, the “Magnetar Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. Effective October 24, 2022, Mr. Snyderman is the Chief Executive Officer of Magnetar Financial and the manager of Supernova Management. The principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. (8) Based on Schedule 13G filed with the SEC on February 17, 2026, by Fort Baker Capital Management LP, Steven Patrick Pigott (“Mr. Pigott”) and Fort Baker Capital, LLC. Fort Baker Capital Management LP, Mr. Pigott and Fort Baker Capital, LLC share voting and dispositive power over the reported shares. The principal business address of each reporting person is 700 Larkspur Landing Circle, Suite 275 Larkspur, CA 94938. (9) According to a Schedule 13G filed with the SEC on December 23, 2025 by (i) Millennium Management LLC., a Delaware limited liability company (“Millennium Management”), (ii) Millennium Group Management LLC, a Delaware limited liability company (“Millennium Group Management”), and (iii) Israel Englander (“Mr. Englander,” and collectively with Millennium Management and Millennium Group Management, the “Millennium Parties”). The securities disclosed herein as potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities. The principal business address of each of the Millenium Parties is 399 Park Avenue, New York, NY 10022. Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. 52 Item 13. Certain Relationships and Related Transactions, and Director Independence. On June 4, 2025, our Sponsor acquired an aggregate of 8,625,000 Founder Shares. In November 2025, we issued 2,875,000 Class B Ordinary Shares to our Sponsor by way of a share capitalization, resulting in the total number of issued and outstanding Class B Ordinary Shares increasing to 11,500,000. In December 2025, we issued 2,300,000 Class B Ordinary Shares to our Sponsor by way of a share capitalization, resulting in the total number of issued and outstanding Class B Ordinary Shares increasing to 13,800,000 (up to 1,800,000 of which were subject to forfeiture depending on the extent to which the Underwriter’s Over-Allotment Option was exercised). The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 25% of the outstanding shares upon completion of the Initial Public Offering (not including the Class A Ordinary Shares underlying the Private Placement Units). Our Public Shareholders may incur material dilution due to the anti-dilution adjustments that result in the issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion. The Founder Shares (including the Class A Ordinary Shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder. Our Sponsor purchased an aggregate of 500,000 Private Placement Units, at a price of $10.00 per unit, for an aggregate purchase price of $5,000,000 in a Private Placement that closed simultaneously with the closing of the Initial Public Offering. Each Private Placement Unit consists of one Class A Ordinary Share and one-tenth of one warrant. Each whole Private Placement Warrant contained in the Private Placement Units is exercisable to purchase one whole Class A Ordinary Share at a price of $11.50 per share. The Private Placement Warrants will become exercisable 30 days after the completion of our initial Business Combination. The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial Business Combination. The Private Placement Warrants will be non-redeemable and exercisable for cash or on a “cashless basis.” The Private Placement Warrants will not expire except upon liquidation. Commencing on December 17, 2025, we began reimbursing M. Klein Associates Inc., the managing member of our Sponsor, in an amount equal to $30,000 per month for office space, utilities and secretarial and administrative support made available to us. In addition, we have agreed, pursuant to the Administrative Support Agreement with the managing member of our Sponsor described above, that we will indemnify them from any claims arising out of or relating to the Initial Public Offering, or our operations or conduct of our business (including our initial Business Combination) or any claim against them alleging any expressed or implied management or endorsement by them of any of our activities or any express implied association between them and us, which agreement will provide that the indemnified parties cannot access the funds held in our Trust Account. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. Prior to or in connection with the completion of our initial Business Combination, there may be payment by the Company to our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from (i) funds held outside the Trust Account or (ii) Permitted Withdrawals. Our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our Audit Committee reviews on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account, including Permitted Withdrawals. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. 53 Prior to the closing of the Initial Public Offering, our Sponsor loaned us up to $600,000 to be used for a portion of the expenses of the Initial Public Offering. These loans were non-interest bearing, unsecured and were due at the earlier of (x) December 31, 2026, or (y) the closing of the Initial Public Offering. The loan was repaid upon the closing of the Initial Public Offering and is no longer outstanding as of the date of this Report. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or our officers and directors or their respective affiliates may, but are not obligated to, loan us funds as may be required. If we complete an initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units and their underlying securities would be identical to the Private Placement Units (and its underlying securities). Except as set forth above, the terms of such loans by our Sponsor, affiliates of our Sponsor, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. We have agreed to indemnify our Sponsor and its members (present and former), managers and affiliates and their respective present and former officers and directors to the fullest extent permitted under applicable law from any claims made by us or a third party in respect of any investment opportunities sourced by them or any liability arising with respect to their activities in connection with our affairs, to the extent that such indemnification, hold harmless and exoneration obligations with respect to such matters are not expressly covered by a separate written agreement between us and any such party. Such indemnity will provide that the indemnified parties cannot access the funds held in our Trust Account. After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials (as applicable) furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. We have entered into a Registration Rights Agreement with respect to the Private Placement Units and their underlying securities, the units issuable upon conversion of Working Capital Loans (if any) and their underlying securities and the Class A Ordinary Shares issuable upon conversion of the Founder Shares. On March 17, 2026, we entered into a director agreement with each of Mr. Sherman, Mr. Lapping and Mr. Murphy, pursuant to which, in connection with each director’s continuing service as a director of the Company, we agreed to pay each director cash compensation of $75,000 per annum, beginning on April 1, 2026. Director Independence Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our Board of Directors has determined that each of Messrs. Sherman, Lapping and Murphy is an “independent directors” as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. 54 Item 14 . Principal Accountant Fees and Services. The following is a summary of fees paid or to be paid to Withum for services rendered. Audit Fees Audit fees consist of the aggregate fees for professional services rendered for the (audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the audit of our annual financial statements and other required filings with the SEC for the year ended December 31, 2025, totaled approximately $63,960. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the year ended December 31, 2025. Tax Fees Tax fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the year ended December 31, 2025. All Other Fees All other fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for the year ended December 31, 2025. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 55 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from June 4, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the period from June 4, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows the period from June 4, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-20 (2) Financial Statement Schedules All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. Item 16. Form 10-K Summary. Omitted at our Company’s option. 56 CHURCHILL CAPITAL CORP XI INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from June 4, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the period from June 4, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the period from June 4, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-20 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Churchill Capital Corp XI Opinion on the Financial Statements We have audited the accompanying balance sheet of Churchill Capital Corp XI (the “Company”) as of December 31, 2025, and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from June 4, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements presents fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from June 4, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York, New York March 26, 2026 PCAOB ID Number 100 F- 2 CHURCHILL CAPITAL CORP XI BALANCE SHEET AS OF DECEMBER 31, 2025 December 31, 2025 Assets: Current assets Cash $ 736,204 Prepaid insurance 307,750 Prepaid expenses 18,800 Total current assets 1,062,754 Prepaid insurance – long-term 296,995 Marketable securities and cash held in Trust Account 414,549,783 Total Assets $ 415,909,532 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: Accrued expenses $ 55,667 Accrued offering costs 75,000 Total Current Liabilities 130,667 Deferred underwriting fee payable 15,990,000 Total Liabilities 16,120,667 Commitments and Contingencies (Note 6) Class A Ordinary Shares subject to possible redemption, 41,400,000 shares at redemption value of $ 10.00 per share 414,000,000 Shareholders’ Deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding — Class A Ordinary Shares, $ 0.0001 par value; 500,000,000 shares authorized; 500,000 shares issued and outstanding, excluding 41,400,000 shares subject to possible redemption 50 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000 shares authorized; 13,800,000 shares issued and outstanding (1)(2) 1,380 Additional paid-in capital — Accumulated deficit ( 14,212,565 ) Total Shareholders’ Deficit ( 14,211,135 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 415,909,532 (1) On June 4, 2025, the Company issued 8,625,000 Founder Shares to the Sponsor. In November 2025 and December 2025, the Company issued an additional 2,875,000 and 2,300,000 Founder Shares, respectively, to the Sponsor, resulting in a total of 13,800,000 Founder Shares (see Note 5). (2) Up to 1,800,000 Class B ordinary shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On December 18, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering, as such, the 1,800,000 Founder Shares are no longer subject to forfeiture (see Note 5). The accompanying notes are an integral part of these financial statements. F- 3 CHURCHILL CAPITAL CORP XI STATEMENT OF OPERATIONS For the Period from June 4, 2025 (Inception) Through December 31, 2025 Operating and formation costs $ 167,685 Loss from operations ( 167,685 ) Other income: Interest earned on marketable securities and cash held in Trust Account 549,783 Other income 549,783 Net income $ 382,098 Basic weighted average shares outstanding, Class A Ordinary Shares 2,593,810 Basic net income per share, Class A Ordinary Shares $ 0.03 Diluted weighted average shares outstanding, Class A Ordinary Shares 2,593,810 Diluted net income per share, Class A Ordinary Shares $ 0.02 Basic weighted average shares outstanding, Class B Ordinary Shares (1)(2) 12,111,429 Basic net income per share, Class B Ordinary Shares $ 0.03 Diluted weighted average shares outstanding, Class B Ordinary Shares (1)(2) 12,780,000 Diluted net income per share, Class B Ordinary Shares $ 0.02 (1) On June 4, 2025, the Company issued 8,625,000 Founder Shares to the Sponsor. In November 2025 and December 2025, the Company issued an additional 2,875,000 and 2,300,000 Founder Shares, respectively, to the Sponsor, resulting in a total of 13,800,000 Founder Shares (see Note 5). (2) Excluded an aggregate of up to 1,800,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On December 18, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering, as such, the 1,800,000 Founder Shares are no longer subject to forfeiture (see Note 5). The accompanying notes are an integral part of these financial statements. F- 4 CHURCHILL CAPITAL CORP XI STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM JUNE 4, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares (1)(2) Amount Capital Deficit Deficit Balance — June 4, 2025 (inception) — $ — — $ — $ — $ — $ — Class B Ord inary Shares issued to Sponsor — — 13,800,000 1,380 23,619 — 24,999 Sale of Private Placement Units 500,000 50 — — 4,999,950 — 5,000,000 Fair value of Public Warrants at issuance — — — — 2,028,600 — 2,028,600 Allocated value of transaction costs to Class A Ordinary Shares — — — — ( 103,589 ) — ( 103,589 ) Accretion of Class A Ordinary Shares subject to possible redemption to redemption amount — — — — ( 6,948,580 ) ( 14,594,663 ) ( 21,543,243 ) Net income — — — — — 382,098 382,098 Balance – December 31, 2025 500,000 $ 50 13,800,000 $ 1,380 $ — $ ( 14,212,565 ) $ ( 14,211,135 ) (1) On June 4, 2025, the Company issued 8,625,000 Founder Shares to the Sponsor. In November 2025 and December 2025, the Company issued an additional 2,875,000 and 2,300,000 Founder Shares, respectively, to the Sponsor, resulting in a total of 13,800,000 Founder Shares (see Note 5). (2) Excluded an aggregate of up to 1,800,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On December 18, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering, as such, the 1,800,000 Founder Shares are no longer subject to forfeiture (see Note 5). The accompanying notes are an integral part of these financial statements. F- 5 CHURCHILL CAPITAL CORP XI STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 4, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net income $ 382,098 Adjustments to reconcile net income to net cash used in operating activities: Payment of operation costs through promissory note 76,717 Interest earned on cash held in Trust Account ( 549,783 ) Changes in operating assets and liabilities: Prepaid expenses 7,203 Prepaid insurance ( 307,750 ) Long-term prepaid insurance ( 296,995 ) Accounts payable and accrued expenses 55,666 Net cash used in operating activities ( 632,844 ) Cash Flows from Investing Activities: Investment of cash in Trust Account ( 414,000,000 ) Net cash used in investing activities ( 414,000,000 ) Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 407,790,000 Proceeds from sale of Private Placement Units 5,000,000 Underwriters’ reimbursement 3,210,000 Repayment of IPO Promissory Note - related party ( 356,062 ) Payment of offering costs ( 274,890 ) Net cash provided by financing activities 415,369,048 Net Change in Cash 736,204 Cash – Beginning of period — Cash – End of period $ 736,204 Non-cash investing and financing activities: Offering costs included in accrued offering costs $ 75,000 Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares $ 25,000 Deferred offering costs paid through IPO Promissory Note – related party $ 278,342 Prepaid services contributed by Sponsor through IPO Promissory Note—related party $ 1,003 Deferred Fee payable $ 15,990,000 The accompanying notes are an integral part of these financial statements. F- 6 CHURCHILL CAPITAL CORP XI NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Organization and Business Operations Organization and General Churchill Capital Corp XI (the “Company”) was incorporated as a Cayman Islands exempted company on June 4, 2025 . The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2025, the Company had not yet commenced operations. All activity for the period from June 4, 2025 (inception) through December 31, 2025 relates to (i) the Company’s formation and the Initial Public Offering (as defined below), and (ii) subsequent to the Initial Public Offering, identifying a target company for an initial Business Combination., which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Sponsor and Initial Public Offering The Company’s sponsor is Churchill Sponsor XI LLC (the “Sponsor”), an affiliate of M. Klien and Company, LLC. The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 18, 2025 (File No. 333-291626), was declared effective on December 16, 2025 (as amended, the “IPO Registration Statement”). On December 18, 2025, the Company consummated the Initial Public Offering of 41,400,000 units at $ 10.00 per unit (the “Public Units”), which includes the full exercise of the underwriter’s Over-Allotment Option (as defined in Note 7) in the amount of 5,400,000 units (the “Option Units”) at $ 10.00 per Option Unit (Note 3), generating gross proceeds of $ 414,000,000 (the “Initial Public Offering”). Each Public Unit consists of one Class A Ordinary Share, par value $ 0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Public Units, the “Public Shares”) and one-tenth of one redeemable warrant (each, a “Public Warrant”). Simultaneously, the Company consummated the sale of 500,000 units, (the “Private Placement Units”) (Note 4), at a price of $ 10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $ 5,000,000 (the “Private Placement”). Each Private Placement Unit consists of one Class A Ordinary Share and one-tenth of one redeemable warrant (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”). Each whole warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 , subject to adjustment. Transaction costs amounted to $ 19,618,232 , consisting of $ 3,000,000 of cash underwriting fee (net of $ 3,210,000 underwriter’s reimbursement), $ 15,990,000 of Deferred Fee (as defined in Note 6), and $ 628,232 of other offering costs. The Trust Account Following the closing of the Initial Public Offering on December 18, 2025, an amount of $ 414,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, and a portion of the proceeds of the sale of the Private Placement Units in the Private Placement, was placed in a Trust Account (the “Trust Account”). The proceeds held in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred eighty-five ( 185 ) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 (the “Investment Company Act”) and that invest only in direct U.S. government obligations and, may at any time be held as cash or cash items, including in demand deposit accounts at a bank. Funds will remain in the Trust Account until the earlier of (i) the consummation of the initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. F- 7 CHURCHILL CAPITAL CORP XI NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) provides that, other than the permitted withdrawals (as defined below), if any, none of the funds held in the Trust Account will be released until the earlier of (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares, that have been properly submitted in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Articles (A) in a manner that would affect the substance or timing of its obligation to redeem 100 % of the Public Shares if it does not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering) (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Public Shares or pre-initial Business Combination activity; and (iii) the redemption of 100 % of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding the Deferred Fee (as defined below) and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination. The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek shareholder approval of the initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the trust account (net of amounts withdrawn to fund the working capital requirements, subject to an annual limit of $ 1,000,000 , and to pay taxes (“permitted withdrawals”)), (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest less permitted withdrawals. The decision as to whether the Company will seek shareholder approval of the initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under Nasdaq rules. Pursuant to the Company’s Amended and Restated Articles if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem 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 (which interest shall be net of permitted withdrawals and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the holders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors are not entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the initial Business Combination within the Combination Period. However, if the Sponsor and management team acquire Public Shares in or after the Initial Public Offering, they are entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period. The Class A Ordinary Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” F- 8 CHURCHILL CAPITAL CORP XI NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of shares, if any, having preference over the Ordinary Shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Ordinary Shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the initial Business Combination, subject to the limitations described herein. Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and other in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. Liquidity and Capital Resources As of December 31, 2025, the Company had $ 736,204 of cash and a working capital surplus of $ 932,087 . In order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $ 1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $ 10.00 per unit at the option of the lender. The units and the underlying securities would be identical to the Private Placement Units. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans. Additionally, to fund working capital, the Company has permitted withdrawals available up to an annual limit of $ 1,000,000 . These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. For the year ended December 31, 2025, the Company did not withdraw any amounts from the Trust Account for working capital purposes. As of December 31, 2025 the Company had $ 1,000,000 available for permitted withdraws for the period from December 18, 2025 until December 18, 2026, which is the 1-year anniversary of the Initial Public Offering. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of December 31, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of these financial statements. The Company cannot assure that its plans to consummate an initial Business Combination will be successful. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company becomes obligated to redeem a significant number of Public Shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. F- 9 CHURCHILL CAPITAL CORP XI NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Security and Exchange Commission (“SEC”). Emerging Growth Company Status As an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 736,204 and did not have any cash equivalents as of December 31, 2025. Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2025, $ 414,429,619 was invested in U.S. Treasury Securities and $ 676 was held in cash, at an amortized cost of $ 414,549,783 as reflected on the accompanying balance sheet (see Note 9). To fund working capital, the Company has permitted withdrawals available up to an annual limit of $ 1,000,000 . These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. For the year ended December 31, 2025, the Company did not withdraw any amounts from the Trust Account for working capital purposes. As of December 31, 2025 the Company had $ 1,000,000 available for permitted withdrawals for the period from December 18, 2025 until December 18, 2026, which is the 1-year anniversary of the Initial Public Offering. F- 10 CHURCHILL CAPITAL CORP XI NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Public Units between Class A Ordinary Shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A Ordinary Shares. Offering costs allocated to the Class A Ordinary Shares subject to possible redemption will be charged to temporary equity, and offering costs allocated to the warrants included in the Public Units and Private Placement Units are charged to shareholders’ deficit as the warrants, after management’s evaluation, are accounted for under equity treatment. Transaction costs amounted to $ 19,618,232 , consisting of $ 3,000,000 of cash underwriting fee (net of $ 3,210,000 underwriter’s reimbursement), $ 15,990,000 of deferred underwriting fee (the “Deferred Fee”) (Note 6), and $ 628,232 of other offering costs. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. F- 11 CHURCHILL CAPITAL CORP XI NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Use of Estimates The preparation of the accompanying financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value. The calculation of diluted income per Ordinary Share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the Over-Allotment Option and (iii) Private Placement, since the average price of the Ordinary Shares for the period from June 4, 2025 (inception) through December 31, 2025, was less than the exercise price and therefore, the inclusion of such Warrants under the Treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 41,100,000 Class A Ordinary Shares in the aggregate. As a result, diluted net income per Ordinary Share is the same as basic net income per Ordinary Share for the periods presented. The following table reflects the calculation of basic and diluted net income per Ordinary Share (in dollars, except per share amounts): For the Period from June 4, 2025 (Inception) Through December 31, 2025 Basic net income per Ordinary Share Class A Class B Basic net income per Ordinary Share Numerator: Allocation of net income, as adjusted $ 67,397 $ 314,701 Denominator: Basic weighted average shares outstanding 2,593,810 12,111,429 Basic net income per Ordinary Share $ 0.03 $ 0.03 For the Period from June 4, 2025 (Inception) Through December 31, 2025 Diluted net income per Ordinary Share Class A Class B Basic net income per Ordinary Share Numerator: Allocation of net income, as adjusted $ 64,466 $ 317,632 Denominator: Diluted weighted average shares outstanding 2,593,810 12,780,000 Diluted net income per ordinary share $ 0.02 $ 0.02 F- 12 CHURCHILL CAPITAL CORP XI NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” (“ASC Topic 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 % of the Public Shares if the Company does not complete an initial Business Combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 414,000,000 Less: Proceeds allocated to Public Warrants ( 2,028,600 ) Public Shares issuance cost ( 19,514,643 ) Plus: Accretion of carrying value to redemption value 21,543,243 Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 414,000,000 F- 13 CHURCHILL CAPITAL CORP XI NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Warrant Instruments The Company accounts for the Public and Private Warrants to be issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned value. There are 4,140,000 Public Warrants and 50,000 Private Warrants currently outstanding as of December 31, 2025. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 41,400,000 Units at a price of $ 10.00 per Unit for a total of $ 414 million, which includes the full exercise of the underwriter’s Over-Allotment Option. Each Unit consists of one Public Share and one-tenth of one warrant . Each Public Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustments (see Note 7). Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 500,000 Private Placement Units for an aggregate purchase price of $ 5,000,000 . Each Private Placement Unit consists of one Class A Ordinary Share and one-tenth of one warrant (each, a “Private Warrant,” together with the Public Warrants, the “Warrants”). Each whole Private Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustments. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will not expire except upon liquidation. If the initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). Note 5 — Related Party Transactions Founder Shares On June 4, 2025, the Company issued an aggregate of 8,625,000 Class B ordinary shares, $ 0.0001 par value (the “Class B Ordinary Shares”), in exchange for a $ 25,000 payment (approximately $ 0.003 per share) from the Sponsor to cover certain expenses on behalf of the Company (the “Founder Shares,” including the Public Shares issuable upon conversion thereof). In November 2025, the Company issued 2,875,000 Class B Ordinary Shares to the Sponsor by way of a share capitalization, resulting in the total number of issued and outstanding Class B Ordinary Shares increasing to 11,500,000 . In December 2025, the Company, through a share capitalization, issued the Sponsor an additional 2,300,000 Founder Shares, for which the Sponsor now holds 13,800,000 Founder Shares in the aggregate. All share and per share data has been retrospectively presented. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Units being sold in the Initial Public Offering except that the Founder Shares automatically convert into Public Shares at the time of the initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the initial Business Combination , as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The Sponsor will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the Initial Business Combination . If the initial Business Combination is not completed within the Combination Period, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it. F- 14 CHURCHILL CAPITAL CORP XI NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination (the date on which the Company consummates a transaction which results in the shareholders having the right to exchange their shares for cash, securities, or other property subject to certain limited exceptions). Promissory Note — Related Party On June 4, 2025, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $ 600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of December 31, 2026, or the date on which the Company consummates the Initial Public Offering. The Company repaid $ 356,062 at the closing of the Initial Public Offering. Borrowings under the note are no longer available. Administrative Support Agreement Commencing on the date of the securities of the Company are first listed, December 17, 2025, the Company agreed to reimburse the managing member of the Sponsor in an amount equal to $ 30,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the period from June 4, 2025 (inception) through December 31, 2025, the Company incurred and paid $ 15,000 in fees for these services. Working Capital Loans In addition, in order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $ 1,500,000 of such loans may be convertible into units of the post Business Combination entity at a price of $ 10.00 per unit at the option of the lender. The units and their underlying securities would be identical to the Private Placement Units. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans. Note 6 — Commitments and Contingencies Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. F- 15 CHURCHILL CAPITAL CORP XI NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Registration Rights The holders of Founder Shares, Private Placement Units (and their underlying securities) and Units that may be issued upon conversion of working capital loans (and their underlying securities), if any, and any Class A Ordinary Shares issuable upon conversion of the Founder Shares and any Class A Ordinary Shares held by the initial shareholders at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the registration statement for the Initial Public Offering. These holders will be entitled to make up to three demands and have “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The Company granted the underwriter 45 -day option from the date of the Initial Public Offering to purchase up to an additional 5,400,000 units to cover over-allotments, if any (the “Over-Allotment Option”). On December 18, 2025, the underwriter elected to fully exercise their Over-Allotment Option to purchase an additional 5,400,000 Units at a price of $ 10.00 per Unit. The underwriter was entitled to a cash underwriting discount of $ 0.15 per Unit, $ 6,210,000 which was paid to the underwriter upon the closing of the Initial Public Offering. The underwriter paid the Company an aggregate amount of $ 3,210,000 at the closing of the Initial Public Offering as reimbursement to the Company for certain of its expenses and fees incurred in connection with the Initial Public Offering. Additionally, the underwriter is entitled to a Deferred Feeof $ 15,990,000 , of which (x) $ 14,490,000 is placed in the Trust Account located in the United States and released to the underwriter only upon the completion of an initial Business Combination and (y) $ 1,500,000 which will be payable to the underwriter from funds available outside the Trust Account upon the announcement that the Company has entered into a definitive Business Combination agreement. Note 7 — Shareholders’ Deficit Preference Shares The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 per share. As of December 31, 2025, there were 500,000 Class A Ordinary Shares issued and outstanding, excluding 41,400,000 shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 per share. As of December 31, 2025, there were 13,800,000 Class B Ordinary Shares issued and outstanding, which included an aggregate of up to 1,800,000 shares subject to forfeiture if the Over-Allotment Option is not exercised by the underwriter in full. As a result of the full exercise of the Over-Allotment Option by the underwriter, the 1,800,000 Founder Shares are no longer subject to forfeiture. F- 16 CHURCHILL CAPITAL CORP XI NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Warrants As of December 31, 2025, there were 41,400,000 Public Warrants and 50,000 Private Placement Warrants outstanding. Each whole warrant entitles the holder thereof to purchase one whole Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment as described herein, at any time commencing 30 days after the completion of the initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a “cashless basis” under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant (i) Public Warrant Agreement, dated December 16, 2025, which the Company entered into with Continental Stock Transfer & Trust Company (“Continental”), as Public Warrant agent and (ii) Private Warrant Agreement, dated December 16, 2025, which the Company entered into with Continental, as Private Placement Warrant agent (together, the “Warrant Agreements”), a warrant holder may exercise its Warrants only for a whole number of Class A Ordinary Shares. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional Warrants will be issued upon separation of the units and only whole Warrants will trade. The Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company did not register the Public Shares issuable upon exercise of the Warrants at the time of the Initial Public Offering. However, the Company has agreed that as soon as practicable, but in no event later than fifteen ( 15 ) business days after the closing of the initial Business Combination, the Company will use its commercially best efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement registering, under the Securities Act, the issuance of the Public Shares issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the applicable warrant agreement. Notwithstanding the above, if the Public Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants for cash when the price per Class A Ordinary Shares equals or exceeds $ 18.00 . Beginning 30 days after completion of the initial Business Combination, the Company may redeem the outstanding Public Warrants for cash: ● In whole and not in part; ● At a price of $ 0.01 per Warrant; ● Upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last sale price of the Class A Ordinary Shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout such 30 trading day period and the 30 -day redemption period. F- 17 CHURCHILL CAPITAL CORP XI NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Private Placement Warrants contained in the Private Placement Units will be non-redeemable. The Private Placement Warrants may also be exercised for cash or on a “cashless basis.” The Private Warrants will not expire except upon liquidation. Note 8 — Segment Information FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision makers (“CODMs”), or group, in deciding how to allocate resources and assess performance. The Company’s CODMs have been identified as the Chief Executive Officer and the Chief Financial Officer , who review the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. The CODMs assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODMs reviews several key metrics, which include the following: December 31, 2025 Cash $ 736,204 Marketable securities held in Trust Account $ 414,549,783 For the Period from June 7, 2025 (Inception) through December 31, 2025 Operating and formation costs $ 167,685 Interest earned on marketable securities and cash held in Trust Account $ 549,783 The CODMs review interest earned on cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. F- 18 CHURCHILL CAPITAL CORP XI NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Operating and formation costs are reviewed and monitored by the CODMs to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODMs also review operating and formation costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating and formation costs, as reported on the accompanying statement of operations, are the significant segment expenses provided to the CODMs on a regular basis. All other segment items included in net income or loss are reported on the accompanying statement of operations and described within their respective disclosures . Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. As of December 31, 2025, assets held in the Trust Account were comprised of $ 676 in cash and $ 414,429,619 invested in U.S. Treasury Bills. Amortized Cost Unrealized Gain Fair Value December 31, 2025 U.S. Treasury Securities (Matures on 4/14/26 and 6/18/26 ) $ 414,549,106 $ ( 119,487 ) $ 414,429,619 F- 19 CHURCHILL CAPITAL CORP XI NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The fair value of the Public Warrants was $ 2,028,600 or $ 0.49 per public warrant as of the Initial Public Offering. The fair value of Public Warrants was determined using a Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the public warrants: December 18, 2025 Volatility 10 % Risk free rate 3.49 % Stock price $ 9.95 Weighted terms (Yrs) 2.85 Market Pricing Adjustment 16.9 % Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheet date through December 31, 2025, the date that the accompanying financial statement was issued. Based upon this review, other than as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. On March 17, 2026, the Board appointed each of Paul Lapping and Stephen Murphy as a director of the Board, effective immediately. The Board also appointed each of Messrs. Lapping and Murphy as a member of the Compensation Committee and the Audit Committee and Mr. Lapping as the chairperson of the Audit Committee, replacing William Sherman, who had served as the interim chairperson of the Audit Committee. Mr. Sherman will continue to serve as a member of the Audit Committee. Each of Messrs. Lapping and Murphy will serve as a member of the first class of directors, which term will expire at our first annual general meeting. On March 17, 2026, the Company entered into a director agreement with each of Mr. Sherman, Mr. Lapping and Mr. Murphy, pursuant to which, in connection with each director’s continuing service as a director of the Company, the Company agreed to pay each director cash compensation of $ 75,000 per annum, beginning on April 1, 2026. F- 20 EXHIBIT INDEX No. Description of Exhibit 1 Underwriting Agreement, dated December 16, 2025, by and between the Company and Citigroup Global Markets Inc., as the underwriter. (3) 3 Amended and Restated Memorandum and Articles of Association of the Company. (3) 4.1 Public Warrant Agreement, dated December 16, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (3) 4.2 Private Warrant Agreement, dated December 16, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (3) 4.3 Description of Registered Securities.* 10.1 Investment Management Trust Agreement, December 16, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (3) 10.2 Registration Rights Agreement, dated December 16, 2025, by and among the Company and certain security holders. (3) 10.3 Private Placement Units Purchase Agreement, dated December 16, 2025, by and between the Company and the Sponsor. (3) 10.4 Letter Agreement, dated December 16, 2025, by and among the Company, its officers, directors, and the Sponsor. (3) 10.5 Administrative Support Agreement, dated December 16, 2025, by and between the Company and an affiliate of the Sponsor. (3) 10.6 Form of Indemnity Agreement. (3) 10.7 Securities Subscription Agreement, dated June 4, 2025, between the Registrant and Sponsor. (1) 10.8 Promissory Note, dated as of June 4, 2025, issued to Sponsor by the Registrant. (1) 10.9 Form of Director Agreement. (4) 14 Code of Business Conduct and Ethics, adopted December 16, 2025. (2) 19 Insider Trading Policies and Procedures, adopted December 16, 2025.* 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97 Executive Compensation Clawback Policy, adopted December 16, 2025.* 99.1 Audit Committee Charter. (2) 99.2 Compensation Committee Charter. (2) 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-291626), filed with the SEC on November 18, 2025. (2) Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-1/A (File No. 333-291626), filed with the SEC on December 10, 2025. (3) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2025. (4) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on March 17, 2026. 57 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. March 26, 2026 Churchill Capital Corp XI By: /s/ Michael Klein Name: Michael Klein Title: Chief Executive Officer, Chairman of the Board of Directors and Director (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Position Date /s/ Michael Klein Michael Klein Chief Executive Officer, Chairman of the Board of Directors and Director March 26, 2026 (Principal Executive Officer) /s/ Jay Taragin Chief Financial Officer March 26, 2026 (Principal Financial and Accounting Officer) /s/ William Sherman Director March 26, 2026 William Sherman /s/ Paul Lapping Director March 26, 2026 Paul Lapping /s/ Stephen Murphy Director March 26, 2026 Stephen Murphy 58