Churchill Capital Corp XI Issues Up to $1.5M Sponsor Promissory Note

What Happened
Churchill Capital Corp XI (the "Company") announced on August 7, 2026 that it issued an unsecured promissory note of up to $1,500,000 to its sponsor, Churchill Sponsor XI LLC, to fund the Company’s working capital needs. The Company filed the disclosure on Form 8-K to report the entry into this material definitive agreement and the creation of a direct financial obligation.

Key Details

• Note date: August 7, 2026; aggregate principal amount: up to $1,500,000.
• The Note is unsecured, does not bear interest, and matures upon the earlier of the closing of the Company’s initial business combination or the Company’s liquidation.
• At the sponsor’s option, outstanding amounts may be converted into Conversion Units at $10.00 per unit; each Conversion Unit equals one Class A ordinary share and one-tenth of one warrant.
• Each whole warrant (from the Conversion Units) is exercisable for one Class A ordinary share at $11.50 per share (subject to adjustments). Conversion Units are identical to the private placement units issued to the sponsor at IPO and carry registration rights.

Why It Matters
This transaction provides the SPAC with short-term, non-interest-bearing working capital from its sponsor, ensuring operational liquidity before an initial business combination. For investors, the note creates a direct financial obligation and introduces potential dilution if the sponsor converts the loan into units (shares plus warrants) at the specified prices. The conversion terms mirror the sponsor’s original private placement units and include registration rights, meaning converted securities could become publicly tradable if converted and registered.