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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Churchill Capital Corp XI (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
10/28/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
RichRich Capital LLC | ||||||||
| 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
INDIANA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,480,100.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.34 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Huang Capital Inc. | ||||||||
| 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
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
612,900.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.38 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Huang Rich | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,445,300.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.51 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Churchill Capital Corp XI | |
| (b) | Address of issuer's principal executive offices:
640 FIFTH AVENUE 12TH FLOOR, NEW YORK, NY 10019 | |
| Item 2. | ||
| (a) | Name of person filing:
RichRich Capital LLC ("RichRich")
Huang Capital Inc. ("Huang Capital")
Rich Huang ("Mr. Huang")
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
RichRich Capital LLC
1000 Brickell Plaza, Unit 2704
Miami, FL 33131
Huang Capital Inc.
1000 Brickell Plaza, Unit 2704
Miami, FL 33131
Rich Huang
1000 Brickell Plaza, Unit 2704
Miami, FL 33131 | |
| (c) | Citizenship:
RichRich Capital LLC
Indiana
Huang Capital Inc.
Florida
Rich Huang
USA | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| 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:
As of October 28, 2026, RichRich beneficially owned 1,480,100 Class A Ordinary Shares, which consists of 1,480,100 Class A Ordinary Shares underlying call options.
Mr. Huang, as the sole member of RichRich, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by RichRich.
As of October 28, 2026, Huang Capital beneficially owned 612,900 Class A Ordinary Shares, which consists of 612,900 Class A Ordinary Shares underlying call options.
Mr. Huang, as the sole director and sole officer of Huang Capital, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by Huang Capital.
Mr. Huang also may be deemed to be the beneficial owner of 352,300 Class A Ordinary Shares, which are held by Mr. Huang in his IRA account, which consists of 352,300 Class A Ordinary Shares underlying call options.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Class A Ordinary Shares owned by another Reporting Person or any other person. Mr. Huang disclaims beneficial ownership of the Class A Ordinary Shares beneficially owned by RichRich and Huang Capital. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. | |
| (b) | Percent of class:
The following percentages are based on the aggregate of: (i) 41,900,000 Class A Ordinary Shares issued and outstanding as of October 13, 2026 based upon the Issuer's Prospectus filed under Rule 424(b)(3) with the Securities and Exchange Commission on October 13, 2026, and (ii) 2,445,300 Class A Ordinary Shares underlying the call options held by the Reporting Persons.
As of October 28, 2026, RichRich may be deemed to beneficially own less than 3.34% of the outstanding Class A Ordinary Shares.
As of October 28, 2026, Huang Capital may be deemed to beneficially own approximately 1.38% of the outstanding Class A Ordinary Shares.
As of October 28, 2026, Mr. Huang may be deemed to beneficially own approximately 5.51% of the outstanding Class A Ordinary Shares.
As of September 30, 2026, the Reporting Person may be deemed to beneficially own approximately 6.70% of the outstanding Class A Ordinary Shares. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| Item 5. | 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.
Mr. Huang may be deemed to share voting and dispositive power over the Class A Ordinary Shares beneficially owned by RichRich and Huang Capital. | ||
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. Previously Filed. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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