{"url_path":"/sec/ccxi/8-k/2026-06-24/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/2074973/0001213900-26-071287-index.html","accession_number":"0001213900-26-071287","cik":"0002074973","ticker":"CCXI","issuer_name":"Churchill Capital Corp XI","edgar_url":"https://www.sec.gov/Archives/edgar/data/2074973/0001213900-26-071287-index.html","primary_entity_key":"0002074973","primary_entity_name":"Churchill Capital Corp XI"},"word_count":1965,"has_tables":true,"body_markdown":"**Item 7.01\nRegulation FD Disclosure.**\n\n \n\nOn June 24, 2026, Churchill and the Company issued\na press release (the “Press Release”) announcing the Transactions. The Press Release is attached hereto as Exhibit\n99.1 and incorporated by reference herein.\n\n \n\nAttached as Exhibit 99.2 and incorporated by reference\nherein is an investor presentation, dated June 2026.\n\n \n\nThe information in this Item 7.01, including Exhibit\n99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange\nAct of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not\nbe deemed to be incorporated by reference into the filings of Churchill under the Securities Act or the Exchange Act, regardless of any\ngeneral incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality\nof any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.\n\n** **\n\n**Additional Information About the Proposed Transaction and Where\nto Find It**\n\n \n\nThe proposed transaction will be submitted to\nshareholders of Churchill for their consideration. Churchill intends to file a registration statement on Form S-4 (the “Registration\nStatement”) with the SEC, which will include preliminary and definitive proxy statements to be distributed to Churchill’s\nshareholders in connection with Churchill’s solicitation of proxies for the vote by Churchill’s shareholders in connection\nwith the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the\noffer of the securities to be issued to Company stockholders in connection with the completion of the proposed transaction. After the\nRegistration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will\nbe mailed to Churchill shareholders as of the record date established for voting on the proposed transaction. Before making any voting\nor investment decision, Churchill and Company stockholders and other interested persons are advised to read, once available, the preliminary\nproxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus statement, as well\nas other documents filed with the SEC by Churchill in connection with the proposed transaction, as these documents will contain important\ninformation about Churchill, the Company and the proposed transaction. Shareholders may obtain a copy of the preliminary or definitive\nproxy statement/prospectus statement, once available, as well as other documents filed by Churchill with the SEC, without charge, at the\nSEC’s website located at www.sec.gov or by directing a written request to Churchill Capital Corp XI, 640 Fifth Avenue, 14th Floor,\nNew York, NY 10019.\n\n** **\n\n****\n\n-6-\n\n \n\n** **\n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K includes “forward-looking\nstatements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words\nsuch as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”\n“expect,” “anticipate,” “believe,” “seek,” “target,” “continue,”\n“could,” “may,” “might,” “possible,” “potential,” “predict,” “should,”\n“would” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters,\nbut the absence of these words does not mean that a statement is not forward-looking. We have based these forward-looking statements on\ncurrent expectations and projections about future events. These statements include statements relating to, without limitation: our ability\nto consummate the Merger and PIPE Investment and the satisfaction or waiver of the closing conditions set forth in the Merger Agreement\nand Subscription Agreement; the occurrence of any other event, change or other circumstances that could give rise to the termination of\nthe Merger Agreement or Subscription Agreements; projections of market opportunity and market share; estimates of customer adoption rates,\nmarket acceptance and usage patterns; projections regarding the Company’s future development plans; the timing and success of the\nCompany’s future development plans; the ability of the Company to implement its strategic initiatives and continue to innovate its\nexisting products and services; the potential for share price appreciation; the expected timing of announcement and close of the potential\ntransaction; the Company’s economic opportunity and total addressable market; the expected amount of gross transaction proceeds\nand the planned pre-money valuation of the Company; expectations regarding the Company’s ability to attract, retain and expand its\ncustomer base; the Company’s deployment of proceeds from capital raising transactions; the Company’s expectations concerning\nrelationships with strategic partners, suppliers, regulatory bodies and other third parties; the Company’s ability to maintain,\nprotect and enhance its intellectual property; future ventures or investments in companies, products, services or technologies; development\nof favorable regulations affecting the Company’s markets; the potential benefits of the proposed transactions and expectations related\nto its terms and timing; and the potential for the combined company to increase in value.\n\n \n\nThese forward-looking statements are provided\nfor illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction\nor a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ\nfrom assumptions, many of which are beyond the control of the Company and Churchill.\n\n \n\nThese forward-looking statements are subject to\nknown and unknown risks, uncertainties and assumptions that may cause Churchill’s actual results, levels of activity, performance\nor achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied\nby such statements. Such risks and uncertainties include: that the Company is pursuing an emerging technology, faces significant technical\nchallenges and may not achieve commercialization or market acceptance; the Company’s historical net losses and limited operating\nhistory; the Company’s expectations regarding future financial performance, capital requirements and unit economics; the Company’s\nuse and reporting of business and operational metrics; the Company’s competitive landscape; the Company’s dependence on members\nof its senior management and its ability to attract and retain qualified personnel; the potential need for additional future financing;\nthe Company’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products,\nservices or technologies; the Company’s reliance on strategic partners and other third parties; the Company’s ability to maintain,\nprotect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related\nregulations; the use, rate of adoption and regulation of artificial intelligence and machine learning; uncertainty or changes with respect\nto laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined\ncompany’s ability to maintain internal control over financial reporting and operate a public company; the risk that the proposed\ntransaction may not be completed in a timely manner or at all, which may adversely affect the price of Churchill’s securities; the\nfailure by the parties to satisfy the conditions to consummation of the proposed transaction, including the approval of Churchill’s\nshareholders; the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could\nadversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of Churchill could\nelect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the level of redemptions\nof Churchill’s public shareholders; the ability of the Company to grow and manage growth, maintain relationships with customers\nand retain its management and key employees; costs related to the proposed transaction; the occurrence of any event, change or other circumstance\nthat could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations\nthat may be commenced against the Company or Churchill; failure to realize the anticipated benefits of the proposed transaction; the Company’s\nestimates of expenses and profitability; the evolution of the markets in which the Company competes; the ability of Churchill or the combined\ncompany to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described\nin Churchill’s filings with the SEC. Additional information concerning these and other factors that may impact such forward-looking\nstatements can be found in filings and potential filings by the Company, Churchill or the combined company resulting from the proposed\ntransaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove\nincorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements\nreflect the expectations, plans and forecasts of the Company’s and Churchill’s management as of the date of this Current Report\non Form 8-K; subsequent events and developments may cause their assessments to change. While the Company and Churchill may elect to update\nthese forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly, undue reliance\nshould not be placed upon these statements.\n\n \n\n-7-\n\n \n\n \n\nIn addition, statements that “we believe”\nand similar statements reflect Churchill’s beliefs and opinions on the relevant subject. These statements are based upon information\navailable to us as of the date of this Current Report on Form 8-K, and while we believe such information forms a reasonable basis for\nsuch statements, such information may be limited or incomplete, and Churchill’s statements should not be read to indicate that we\nhave conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently\nuncertain and investors are cautioned not to unduly rely upon these statements.\n\n \n\nAn investment in Churchill is not an investment\nin any of Churchill’s founders’ or sponsors’ past investments, companies or affiliated funds. The historical results\nof those investments are not indicative of future performance of Churchill, which may differ materially from the performance of Churchill’s\nfounders’ or sponsors’ past investments.\n\n \n\n**Participants in the Solicitation**\n\n \n\nChurchill, the Company and certain of their respective\ndirectors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the\nsolicitation of proxies from Churchill’s shareholders in connection with the proposed transaction. Information regarding the persons\nwho may, under SEC rules, be deemed participants in the solicitation of Churchill’s shareholders in connection with the proposed\ntransaction will be set forth in proxy statement/prospectus statement when it is filed by Churchill with the SEC. You can find more information\nabout Churchill’s directors and executive officers in Churchill’s final prospectus related to its initial public offering\nfiled with the SEC on December 16, 2025. Additional information regarding the participants in the proxy solicitation and a description\nof their direct and indirect interests will be included in the proxy statement/prospectus statement when it becomes available. Shareholders,\npotential investors and other interested persons should read the proxy statement/prospectus statement carefully when it becomes available\nbefore making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.\n\n** **\n\n**No Offer or Solicitation**\n\n \n\nThis Current Report on Form 8-K does not constitute\nan offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be\nany sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification\nunder the securities laws of any such jurisdiction. This Current Report on Form 8-K is not, and under no circumstances is to be construed\nas, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction.\nNo offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or\nexemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY\nNOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN.\nANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE."}