Form 8-K

8-K — Churchill Capital Corp XI

Accession: 0001213900-26-075480

Filed: 2026-07-06

Period: 2026-07-02

CIK: 0002074973

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — ea0296510-8k_church11.htm (Primary)

EX-10.1 — PROMISSORY NOTE ISSUED TO CHURCHILL SPONSOR XI LLC (ea029651001ex10-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 2, 2026

CHURCHILL CAPITAL CORP XI

(Exact name of registrant as specified in its

charter)

Cayman Islands

001-43020

86-1959629

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

640 Fifth Avenue, 14th Floor

New York, NY 10019

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (212) 380-7500

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A ordinary share and one-tenth of one redeemable warrant

CCXIU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

CCXI

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

CCXIW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On July 2, 2026, Churchill Capital Corp XI (the

“Company”) issued an unsecured promissory note (the “Note”) in the aggregate principal amount of

up to $1,500,000 to Churchill Sponsor XI LLC (the “Sponsor”), the Company’s sponsor, for the Company’s

working capital needs. The Note does not bear interest and matures upon the earlier of the closing of an initial business combination

by the Company and the Company’s liquidation.

Amounts outstanding under the Note are convertible,

at the option of the Sponsor, into units of the Company (the “Conversion Units”), at a conversion price of $10.00 per

Conversion Unit, with each unit consisting of one share of the Company’s Class A ordinary share, par value $0.0001 per share (“Class

A Ordinary Share”), and one-tenth of one warrant, with each whole warrant exercisable for one Class A Ordinary Share at $11.50

per share, subject to adjustment as provided in the Company’s Registration Statement on Form S-1 filed in connection with its initial

public offering (“IPO”). The Conversion Units will be identical to the private placement units issued to

the Sponsor at the time of the Company’s IPO. The Conversion Units are entitled to registration rights.

The foregoing description of the Note is qualified

in its entirety by reference to the full text of the Note, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is

incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form

8-K is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits

Exhibit No.

Description

10.1

Promissory Note issued to Churchill Sponsor XI LLC.

104

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SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

CHURCHILL CAPITAL CORP XI

Date: July 6, 2026

By:

/s/ Jay Taragin

Name:

Jay Taragin

Title:

Chief Financial Officer

EX-10.1 — PROMISSORY NOTE ISSUED TO CHURCHILL SPONSOR XI LLC

EX-10.1

Filename: ea029651001ex10-1.htm · Sequence: 2

Exhibit 10.1

THIS PROMISSORY NOTE (“NOTE”) HAS

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED

FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES

ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Dated as of July 2, 2026

Principal Amount: Up to $1,500,000.00

Churchill Capital Corp

XI, a Cayman Islands exempted company and a special purpose acquisition company (the “Maker”), promises to pay

to the order of Churchill Sponsor XI LLC, or its registered assigns or successors in interest (the “Payee”), or order,

the principal sum of up to One Million Five Hundred Thousand U.S. Dollars ($1,500,000.00) (the “Principal Amount”)

in lawful money of the United States of America, on the terms and conditions described below. Other than to the extent unpaid

amounts owing under this Note are converted in accordance with clause 13, all payments on this Note shall be made by check or wire transfer

of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by

written notice in accordance with the provisions of this Note.

Principal. The principal balance of this Note shall be due and payable in cash by the Maker on the earlier of (such date, the

“Maturity Date”), subject to Section 12 below, (a) the date that Maker consummates the Maker’s initial business

combination and (b) the date of the liquidation of the Maker. Under no circumstances shall any individual, including, but not limited

to, any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker

hereunder.

2. Interest.

No interest shall accrue on the unpaid principal balance of this Note.

3. Drawdown

Requests. The principal of this Note may be drawn down from time to time prior to the Maturity Date, upon written request from Maker

to Payee (the “Drawdown Request”) and shall be subject to the approval of the Drawdown Request by Payee in its sole

discretion. Each Drawdown Request must state the amount to be drawn down and must not be an amount less than Ten Thousand U.S. Dollars

($10,000) unless agreed upon by Maker and Payee. If Payee agrees to fund a Drawdown Request, Payee shall fund such Drawdown Request no

later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively

under this Note is One Million Five Hundred Thousand U.S. Dollars ($1,500,000.00). Once an amount is drawn down under this Note, it shall

not be available for future Drawdown Request even if prepaid. Except as set forth herein, no fees, payments or other amounts shall be

due to Payee in connection with, or as a result of, the Drawdown Request by Maker.

4. Application

of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under

this Note, including, without limitation, reasonable attorneys’ fees, and then to the payment in full of any late charges and finally

to the reduction of the unpaid principal balance of this Note.

5. Events

of Default. The following shall constitute an event of default (“Event of Default”):

(a) Failure

to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days

of the Maturity Date.

(b) Voluntary

Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation

or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,

sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment

for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate

action by the Maker in furtherance of any of the foregoing.

Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker

in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,

custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up

or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive

days.

6. Remedies.

(a) Upon

the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note

to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall

become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly

waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon

the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums

payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part

of the Payee.

7. Waivers.

The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,

protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee

under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property,

real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,

or providing for any stay of execution, exemption from civil process, or extension of time for payment, and the Maker agrees that any

real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold

upon any such writ in whole or in part in any order desired by the Payee.

8. Unconditional Liability. The Maker

hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this

Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be

affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee,

and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to

the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become

parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.

9. Notices.

All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (a)

personally or sent by first class registered or certified mail, or overnight courier service to the address designated in writing, (b)

by facsimile to the number most recently provided to such party or such other fax number as may be designated in writing by such party

or (c) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as

may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given

on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or

electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by

mail.

10. Construction.

THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

11. Severability.

Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective

to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or

unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12. Trust

Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or

claim of any kind (“Claim”) in or to any distribution of or from the trust account (“Trust Account”)

established in connection with the Maker’s initial public offering (“the “IPO”), in which the proceeds

of the IPO (including the deferred underwriters’ discounts and commissions) and the proceeds of the sale of the private placement

units issued in a private placement that occurred simultaneously with the closing of the IPO were deposited, as described in greater detail

in Maker’s Registration Statement on Form S-1 (No. 333-291626) filed with the Securities and Exchange Commission in connection with

the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any

reason whatsoever. The provisions of this Section 12 shall be in addition to, and not in limitation of, any releases of Claims provided

by the Payee pursuant to any other agreement between the Payee and the Maker.

13. Amendment;

Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker

and the Payee.

14. Assignment. No

assignment or transfer of this Note or any rights or obligations hereunder may be made by the Maker (by operation of law or otherwise)

without the prior written consent of the Payee and any attempted assignment without the required consent shall be void.

15.

Conversion.

(a)

Notwithstanding anything contained in this Note to the contrary, at Payee’s option, at any time prior to payment in full of the

principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number

of units, each unit consisting of one Class A ordinary share of the Maker and one-tenth of one warrant, each whole warrant exercisable

for one Class A ordinary share of the Maker (the “Conversion Units”), equal to: (x) the portion of the principal amount

of this Note being converted pursuant to this Section 15, divided by (y) ten dollars ($10.00), rounded up to the nearest whole number

of units. Other than to the extent prohibited by the Maker's articles of association, the Conversion Units shall be identical to the units

issued by the Maker to the Payee in a private placement upon consummation of the Maker’s IPO. In accordance with the Maker's articles

of association, the Class A ordinary shares underlying the Conversion Units, including the Class A ordinary shares that may be issued

upon exercise of any warrants, will not entitle the holder thereof to (a) receive funds from the Trust Account; or (b) vote on any initial

business combination or any other proposal presented to the shareholders prior to or in connection with the completion of an initial business

combination. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect

to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation,

consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof.

(b)

Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such

converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed,

to Maker or such other address which Maker shall designate against delivery of the Conversion Units, (iii) Maker shall promptly deliver

a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange

for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective

affiliates) (Payee or such other persons, the “Holders”) the Conversion Units, which shall bear such legends as are

required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities

laws.

(c)

The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable

provisions of law.

16. Registration

Rights.

(a)

Reference is made to that certain Registration Rights Agreement between Maker and the parties thereto, dated as of December 16, 2025 (as

it may be further amended from time to time, the “Registration Rights Agreement”). All capitalized terms used in this

Section 16 shall have the same meanings ascribed to them in the Registration Rights Agreement.

(b)

The Holders shall be entitled to make up to three (3) Underwritten Demands, which shall be subject to the same provisions as set forth

in Section 2.1 of the Registration Rights Agreement.

(c)

The Holders shall also be entitled to include the Conversion Units and their underlying securities in Piggyback Registrations, which shall

be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event

that an underwriter advises Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration, the

Holders shall not have any priority for inclusion in such Piggyback Registration.

(d)

Except as set forth above, the Holders and Maker, as applicable, shall have all of the same rights, duties and obligations set forth in

the Registration Rights Agreement and in any other registration rights agreements that the Holders and Maker may enter into in connection

with the Maker’s initial business combination.

[Remainder of page intentionally left blank.

Signature page follows.]

IN WITNESS WHEREOF,

the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first

above written.

Churchill Capital Corp XI

By:

/s/ Jay Taragin

Name:

Jay Taragin

Title:

Chief Financial Officer

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

-Number 230

-Section 425

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