Churchill Capital XI takes $1.5M sponsor note
Churchill Capital Corp XI entered into a material definitive agreement on August 7, 2026 by issuing an unsecured promissory note of up to $1,500,000 to its sponsor, Churchill Sponsor XI LLC, to fund working capital.
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Form Type
8-K
Rhea-AI Filing Summary
Churchill Capital Corp XI entered into a material definitive agreement on August 7, 2026 by issuing an unsecured promissory note of up to $1,500,000 to its sponsor, Churchill Sponsor XI LLC, to fund working capital.
The note bears no interest and matures at the earlier of the company’s initial business combination or its liquidation. At the sponsor’s option, amounts outstanding may be converted into Conversion Units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-tenth of one warrant. Each whole warrant is exercisable for one Class A ordinary share at $11.50 per share. The Conversion Units will be identical to the private placement units issued at the IPO and will have registration rights.
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Promissory note capacity: $1,500,000
Conversion price per unit: $10.00
Warrant exercise price: $11.50 per share
+2 more
5 metrics
Promissory note capacity
$1,500,000
Aggregate principal amount available under unsecured note to sponsor
Conversion price per unit
$10.00
Price at which note amounts may convert into Conversion Units
Warrant exercise price
$11.50 per share
Exercise price for each whole warrant in the units
Par value Class A share
$0.0001 per share
Par value of Class A ordinary shares underlying units and warrants
Warrants per unit
0.1 warrant per unit
Each Conversion Unit includes one-tenth of one warrant
Key Terms
unsecured promissory note, initial business combination, Conversion Units, registration rights, +1 more
5 terms
unsecured promissory note financial
"issued an unsecured promissory note (the “Note”) in the aggregate principal"
An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.
initial business combination financial
"matures upon the earlier of the closing of an initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
Conversion Units financial
"Amounts outstanding under the Note are convertible, at the option of the Sponsor, into units of the Company (the “Conversion Units”)"
registration rights financial
"The Conversion Units are entitled to registration rights."
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
emerging growth company regulatory
"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What financing agreement did CCXI enter into on August 7, 2026?
Churchill Capital Corp XI issued an unsecured promissory note for up to $1,500,000 to its sponsor for working capital. The note bears no interest and is intended to provide short-term funding flexibility before a business combination or liquidation.
When does Churchill Capital Corp XI’s new note mature?
The note matures at the earlier of the closing of an initial business combination or the company’s liquidation. This ties repayment or conversion directly to the SPAC’s lifecycle and outcome for its merger plans.
Can the CCXI sponsor convert the promissory note into equity?
Yes. Amounts outstanding under the note are convertible, at the sponsor’s option, into Conversion Units at $10.00 per unit. Each unit includes one Class A ordinary share and one-tenth of one warrant with registration rights.
What are the warrant terms associated with CCXI’s Conversion Units?
Each Conversion Unit includes one-tenth of one warrant, and each whole warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share. These terms mirror the private placement units from the IPO.
Does the new Churchill Capital Corp XI note accrue interest?
No. The unsecured promissory note issued to the sponsor bears no interest. The sponsor’s potential return comes from the option to convert outstanding amounts into equity units with attached warrants instead of receiving interest payments.
Who is providing the $1,500,000 funding to CCXI?
The funding is provided by Churchill Sponsor XI LLC, Churchill Capital Corp XI’s sponsor. The company may borrow up to $1,500,000 under the unsecured promissory note to cover working capital needs before completing a business combination.
AI-generated analysis. How Rhea-AI works. Not financial advice.
