Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, reports beneficial ownership of 785,523 Class A Ordinary Shares of Churchill Capital Corp XI. This represents 1.87% of the Class A Ordinary Shares outstanding, based on 41,900,000 shares outstanding as of May 13, 2026.
The shares are held by Adage Capital Partners, L.P., for which Adage Capital Management serves as investment manager, and over which the Reporting Persons have shared voting and dispositive power and no sole voting or dispositive power. The Reporting Persons state they beneficially own 5 percent or less of this class of securities and clarify that the filing does not by itself constitute an admission of beneficial ownership.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:785,523 sharesOwnership percentage:1.87%Shares outstanding:41,900,000 shares+3 more
6 metrics
Shares beneficially owned785,523 sharesClass A Ordinary Shares of Churchill Capital Corp XI reported by the Reporting Persons
Ownership percentage1.87%Portion of Churchill Capital Corp XI Class A Ordinary Shares beneficially owned
Shares outstanding41,900,000 sharesClass A Ordinary Shares outstanding as of May 13, 2026, used to calculate ownership
Sole voting power0 sharesNumber of shares over which the Reporting Persons have sole voting power
Shared voting power785,523 sharesNumber of shares over which the Reporting Persons have shared voting power
Shared dispositive power785,523 sharesNumber of shares over which the Reporting Persons have shared dispositive power
Key Terms
beneficial ownership, shared voting power, shared dispositive power, sole voting power, +1 more
5 terms
beneficial ownershipfinancial
"The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"6 | Shared Voting Power 785,523.00 7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power 785,523.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"6 | Shared Voting Power 785,523.00 7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power 785,523.00"
sole voting powerfinancial
"5 | Sole Voting Power 0.00 6 | Shared Voting Power 785,523.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
percent of classfinancial
"(b) | Percent of class: 1.87% (c) | Number of shares as to which the person has"
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
FAQ
What percentage of Churchill Capital Corp XI (CCXI) does Adage Capital own?
Adage Capital and related reporting persons report beneficial ownership of 1.87% of Churchill Capital Corp XI’s Class A Ordinary Shares, corresponding to 785,523 shares, based on 41,900,000 shares outstanding as of May 13, 2026.
How many Churchill Capital Corp XI (CCXI) shares are reported as beneficially owned?
The reporting group lists beneficial ownership of 785,523 Class A Ordinary Shares of Churchill Capital Corp XI, with shared voting and dispositive power over all of these shares and no sole power reported.
Who are the reporting persons in this CCXI Schedule 13G/A filing?
The Schedule 13G/A is filed by Adage Capital Management, L.P., and individuals Robert Atchinson and Phillip Gross, who are managing members of related general partner and advisor entities connected to Adage Capital Partners, L.P.
Does Adage Capital report owning more than 5% of CCXI’s Class A shares?
No. The reporting persons state ownership of 1.87% of the Class A Ordinary Shares, and they complete the section for “Ownership of 5 percent or less of a class,” confirming their stake is below the 5% threshold.
What voting and dispositive powers are reported over CCXI shares?
The reporting persons disclose 0 shares with sole voting or dispositive power and 785,523 shares with shared voting power and shared dispositive power, reflecting joint control over these Churchill Capital Corp XI shares.
On what outstanding share count is the 1.87% CCXI ownership based?
The 1.87% ownership figure is calculated using 41,900,000 Class A Ordinary Shares outstanding as of May 13, 2026, as reported in Churchill Capital Corp XI’s Form 10-Q for the quarter ended March 31, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Churchill Capital Corp XI
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G2131A108
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G2131A108
1
Names of Reporting Persons
Adage Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
785,523.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
785,523.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
785,523.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.87 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G2131A108
1
Names of Reporting Persons
Robert Atchinson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
785,523.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
785,523.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
785,523.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.87 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G2131A108
1
Names of Reporting Persons
Phillip Gross
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
785,523.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
785,523.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
785,523.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.87 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Churchill Capital Corp XI
(b)
Address of issuer's principal executive offices:
640 Fifth Avenue, 14th Floor, New York, NY, 10019
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), of Churchill Capital Corp XI, a Cayman Islands exempted company (the "Company"), directly held by ACP;
(ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP; and
(iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)
Citizenship:
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G2131A108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 41,900,000 Class A Ordinary Shares outstanding as of May 13, 2026, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on May 13, 2026.
(b)
Percent of class:
1.87%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Adage Capital Management, L.P.
Signature:
/s/ Robert Atchinson
Name/Title:
By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member