Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Churchill Capital Corp XI, a Cayman Islands-based special purpose acquisition company (SPAC). The report covers events occurring between December 16, 2025, and December 18, 2025, with the filing date of December 19, 2025.
Key Financial Metrics
- IPO Gross Proceeds: $414,000,000 from the sale of 41,400,000 Units at $10.00 per Unit (including 5,400,000 Units from the full exercise of the underwriters' over-allotment option).
- Private Placement Proceeds: $5,000,000 from the sale of 500,000 Private Placement Units to the Sponsor at $10.00 per Unit.
- Total Capital Raised: $419,000,000.
- Trust Account Funding: $414,000,000 deposited into a U.S.-based trust account. This includes $411,000,000 of net IPO proceeds (incorporating up to $14,490,000 of deferred underwriting discount) and $3,000,000 from the Private Placement Units.
- Warrant Exercise Price: $11.50 per share.
- Revenue/Profit/Cash Flow: Not applicable; the filing describes a capital raise event for a pre-business combination SPAC. No operating revenue or profit data is provided.
Material Changes
The filing represents the transition of the Company from a private entity to a publicly traded company on The Nasdaq Stock Market LLC. Key changes include:
- Issuance of Class A ordinary shares, warrants, and units.
- Establishment of a trust account holding $414,000,000 to fund a future business combination.
- Appointment of William Sherman to the Board of Directors, serving as interim chair of the Audit Committee and chair of the Compensation Committee.
- Execution of definitive agreements including underwriting, warrant, trust, and registration rights agreements.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company has 24 months from the IPO closing to complete an initial business combination. This may be extended to 27 months if a letter of intent or definitive agreement is executed within the initial 24-month period.
- Redemption Rights: Public shareholders may redeem their shares if the Company fails to complete a business combination within the specified timeframe or in connection with specific amendments to the charter.
- Trust Account Withdrawals: Funds in the trust account are generally restricted until a business combination is completed, shares are redeemed, or the Company dissolves. Limited withdrawals are permitted for taxes and working capital (up to $1,000,000 annually).
- Underwriting: Citigroup Global Markets Inc. served as the underwriter. A deferred underwriting discount of up to $14,490,000 is included in the trust account calculation.
Investor Verification Checklist
- Verify the exact closing date of the IPO (December 18, 2025) and the effective date of the Amended and Restated Memorandum and Articles of Association (December 16, 2025).
- Confirm the total number of units sold (41,400,000 public units + 500,000 private placement units).
- Review the specific terms of the deferred underwriting discount ($14,490,000) and its impact on net proceeds available for the business combination.
- Examine the conditions for extending the business combination deadline from 24 to 27 months.
- Check the identity and background of the newly appointed director, William Sherman, and his committee roles.