Churchill Capital Corp XI 8-K

What Happened
Churchill Capital Corp XI announced it consummated its initial public offering on December 18, 2025, selling 41,400,000 units at $10.00 per unit for gross IPO proceeds of $414,000,000 (including 5,400,000 units from the underwriters’ full overallotment exercise). Each unit consists of one Class A ordinary share and one‑tenth of a warrant; each whole warrant entitles the holder to purchase one Class A share at $11.50. Simultaneously the company completed a private placement of 500,000 units to its sponsor for $5,000,000. A total of $414,000,000 was placed in a U.S.-based trust account held by Continental Stock Transfer & Trust Company. The company also filed an audited balance sheet as of December 18, 2025 reflecting these transactions (Exhibit 99.1).

Key Details

• IPO size: 41,400,000 units sold at $10.00 per unit; includes 5,400,000 units from underwriter overallotment.
• Structure: each unit = 1 Class A ordinary share + 1/10 warrant; whole warrant strike price = $11.50.
• Proceeds: gross proceeds from IPO $414,000,000; net IPO proceeds placed in trust reported as $411,000,000 (which includes up to $14,490,000 of the underwriter’s deferred discount) plus $3,000,000 from the private placement, totaling $414,000,000 in the trust.
• Private placement: 500,000 units sold to Churchill Sponsor XI LLC for $5,000,000 (with $3,000,000 of those proceeds placed in the trust).

Why It Matters
For investors, this filing confirms the SPAC has completed its capital raise and placed the offered funds into the required trust account, a key step before seeking or announcing a target business combination. The unit and warrant terms (including the $11.50 warrant exercise price) are important for understanding potential future share dilution and economics if warrants are exercised. The audited balance sheet referenced in the filing provides the formal financial snapshot reflecting these proceeds and is available as an exhibit for review.