Churchill Capital Corp XI 8-K

What Happened
Churchill Capital Corp XI announced the closing of its initial public offering on December 18, 2025: 41,400,000 units were sold at $10.00 per unit (including 5,400,000 units from the full exercise of the underwriters’ over‑allotment), generating $414,000,000 in gross proceeds. Each Unit consists of one Class A ordinary share and one‑tenth of a redeemable warrant (each full warrant exercisable at $11.50). Simultaneously, the Company completed a private placement of 500,000 units to its Sponsor for $10.00 per unit. The filing states $414,000,000 (comprised of $411,000,000 net IPO proceeds and $3,000,000 of private placement proceeds per the filing) was deposited in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company.

Key Details

• IPO: 41,400,000 units at $10.00 each; gross proceeds $414,000,000; 5,400,000 units from over‑allotment.
• Private placement: 500,000 units to Churchill Sponsor XI LLC at $10.00/unit (reported proceeds $5,000,000 in sale section).
• Trust funding: $414,000,000 placed in trust; funds generally locked until completion of an initial business combination, qualified redemptions, or certain charter amendments. Interest may be used for taxes, up to $1M/year working capital, and winding-up costs.
• Governance and documents: William Sherman was appointed to the Board (Dec 16, 2025) and named to the Audit Committee (interim chair) and Compensation Committee (chair). The company filed amended and restated constitutional documents and entered into customary underwriting, warrant, trustee, registration rights, indemnity and support agreements (Citigroup as lead underwriter; Continental as trustee/warrant agent).

Why It Matters
This 8‑K confirms Churchill Capital Corp XI is a funded blank‑check (SPAC) entity: it now holds the IPO and private placement proceeds in a trust that will be used to complete an initial business combination or be returned to public shareholders upon qualifying redemption events. Investors should note the units include warrants that can affect future dilution if exercised, the timeline and conditions for releasing trust funds (typically tied to completing a merger within 24–27 months), and the newly appointed director and indemnities which are routine governance items for a newly public SPAC.