CCXI · Churchill Capital Corp XI

Represents (1) shares underlying the private placement units (each unit consisting of one Class A ordinary share and one-tenth of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by Churchill Sponsor XI LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and Churchill Capital Corp XI (the "Issuer"); and (2) 13,800,000 Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-291626) and the registration statement on Form S-1MEF (File No. 333-292183).

Michael Klein, the Chief Executive Officer, President and a director of the Issuer, is the controlling shareholder of M. Klein Associates, Inc., which is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, Mr. Klein may be deemed to possess beneficial ownership of the securities held directly by the Sponsor. Mr. Klein disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.