~~UNITED~~U.S. ~~STATES~~SECURITIES AND EXCHANGE COMMISSION

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): August ~~May 15~~1, 2024

WTI Fund XI, Inc.

(Exact name of registrant as specified in its charter)

MARYLAND	000-56631	92-1737785
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

104 La Mesa Drive, Suite 102, Portola Valley, CA 94028

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (650) 234-4300

(Former name or former address, if changed since last report): N/A

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
N/A	N/A	N/A

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 52.0703. ~~Submission~~Creation of ~~Matters~~a toDirect aFinancial ~~Vote~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of ~~Security~~a ~~Holders~~Registrant.

~~The~~On ~~annual~~August ~~shareholder~~1, ~~meeting~~2024, ~~(the “Meeting”) of~~ WTI Fund XI, Inc. (the “Fund”) ~~was~~entered ~~held~~into ona ~~May~~loan ~~15,~~and ~~2024,~~security toagreement ~~consider~~(the “Loan and ~~vote~~Security onAgreement”) ~~the~~with ~~election~~WTI ofFund ~~five~~XI, ~~members~~LLC, ofa ~~the~~Delaware ~~Board~~ limited ofliability ~~Directors~~company, ofas ~~the~~guarantor ~~Fund~~ (~~Monica~~the ~~Lai~~“Guarantor”), ~~Arthur~~the ~~Spinner,~~lenders ~~Scott~~party C.thereto ~~Taylor,~~from ~~David~~time R.to ~~Wanek~~time (the “Lenders”) and ~~Maurice~~MUFG CBank, Ltd., ~~Werdegar)~~as a Lender, a joint lead arranger, bookrunner and ~~the~~administrative ~~ratification~~agent offor the ~~appointment~~Lenders, ofthat ~~Deloitte~~established &a secured ~~Touche~~revolving ~~LLP~~credit asfacility ~~the~~in ~~Fund’s~~an ~~independent~~initial ~~registered~~amount ~~public~~of ~~accounting~~up ~~firm for~~to $250,000,000 with the ~~fiscal~~option ~~year~~to ~~ending~~request onthat ~~December~~borrowing 31availability be increased up to $500,000,000, ~~2024~~subject to further negotiation and credit approval.

OnBorrowings ~~April~~by ~~3, 2024,~~ the ~~record~~Fund ~~date~~will ~~for~~be ~~the~~collateralized ~~Meeting,~~by ~~there were 100,000 shares of Common Stock, $.001 par value~~ (~~“Shares”~~i) ofall ~~the~~portfolio ~~Fund~~investments ~~outstanding~~ and ~~entitled~~substantially toall ~~vote. 100%~~other ofassets ~~the~~held ~~Shares are owned~~ by the Fund’s ~~sole~~and ~~shareholder,~~its ~~WTI Fund XI~~subsidiaries, ~~LLC~~ (~~the “LLC”~~ii), ~~the~~all ~~members~~equity interests of ~~which (“Members”) have pass-through voting rights such that~~ the ~~LLC,~~Guarantor asin the ~~sole shareholder of the~~ Fund, ~~may~~and ~~take~~all nodirect ~~action~~or asindirect ~~shareholder~~subsidiaries of the Fund, ~~without~~and first securing the approval of the Members. The election of each of the nominated directors required the prior approval of the holders of at least a plurality of the outstanding shares of membership interest of the LLC (~~the “LLC Shares”~~iii) ~~and ratification of~~ the ~~appointment~~pledge of ~~Deloitte & Touche LLP as~~ the ~~Fund’s~~uncalled ~~independent~~capital ~~registered~~commitments ~~public accounting firm for the fiscal year ending on December 31, 2024 required the prior approval~~ of atall ~~least~~investors ain ~~majority of~~ the ~~outstanding~~ ~~LLC Shares~~Guarantor.

AsThe ofFund will pay interest on its borrowings as well as a quarterly unused line fee on the ~~record~~unused ~~date~~portion ~~for~~of facility. The borrowings under the ~~Meeting~~facility, at the Fund’s discretion, ~~had~~will ~~not~~bear ~~yet~~interest ~~commenced~~at ~~operations~~an annual rate of either (i) the Reference Rate plus Applicable Reference Rate Margin (as defined in the Loan and Security Agreement), (ii) the ~~LLC~~Term ~~had~~SOFR ~~not~~plus ~~yet~~Applicable ~~called~~SOFR ~~capital~~Margin ~~committed~~(as bydefined ~~Members~~in the Loan and Security Agreement), or (iii) Daily Compounded SOFR plus the Applicable SOFR margin (as defined in the Loan and Security Agreement).

~~All~~The ofFund ~~the~~will ~~outstanding~~pay ~~Shares~~a ~~were~~commitment ~~cast~~fee byof ~~the~~0.25% ~~LLC~~on ~~in favor of~~ the ~~election~~unused ofportion ~~each~~ of the ~~five~~facility ~~members~~when of the ~~Board~~Fund ofis ~~Directors~~using ~~and~~more inthan ~~favor~~50% of the ~~ratification~~maximum ~~of the~~amount ~~appointment~~available, ofor ~~Deloitte~~0.50% &on ~~Touche~~the unused ~~LLP~~portion aswhen the Fund’s ~~independent~~is ~~registered~~using ~~public~~50% ~~accounting firm for the fiscal year ending on December 31, 2024. No Shares were cast against~~ or ~~withheld~~less ~~for either~~ of the ~~proposals~~maximum ~~presented at the Meeting~~amount.

Approximately $1.9 million of fees and expenses were incurred in connection with the facility, which will be amortized on a straight-line basis over the expected life of the facility.

The facility terminates on August 1, 2027, but can be accelerated under an event of default such as failure by the Fund to make timely interest or principal payments.

The facility is revolving and as such does not have a specified repayment schedule, though advances are secured by the assets of the Fund and thus repayments will be required as assets decline. The facility contains various covenants, including the maintenance of certain financial covenants, such as maintaining a specified debt service coverage ratio, interest coverage ratio, unfunded commitment ratio, maximum quarterly loan loss reserve ratio, maximum annual loan loss reserve ratio and asset coverage ratio, and satisfaction of the Maximum Loan Loss Test set forth in the Loan and Security Agreement, as well as various negative covenants, including limitations on the incurrence of liens, consolidations, mergers and asset sales, and capital expenditures.

The foregoing description of the revolving credit facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan and Security Agreement.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.	Description

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~ duly authorized.

WTI FUND XI, INC. (Registrant) By:/s/ Jared S. Thear Jared S. Thear Chief Financial Officer Date: May 21, 2024

WTI FUND XI, INC.
(Registrant)

By:	/s/ Jared Thear
	Jared Thear
	Chief Financial Officer

Date:	August 7, 2024

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