Churchill Capital Corp XI 8-K, filed Mar 17, 2026
Churchill Capital Corp XI (CCXI)
About this 8-K
Churchill Capital Corp XI filed this 8-K on March 17, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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).
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Directors
On March 17, 2026, the board of directors (the “Board”) of Churchill Capital Corp XI (the “Company”) appointed each of Paul Lapping and Stephen Murphy as a director of the Board, effective immediately. The Board also appointed each of Messrs. Lapping and Murphy as a member of the compensation committee and the audit committee of the Board (the “Audit Committee”) and Mr. Lapping as the chairperson of the Audit Committee, replacing William Sherman, who had served as the interim chairperson of the Audit Committee. Mr. Sherman will continue to serve as a member of the Audit Committee. Each of Messrs. Lapping and Murphy will serve as a member of the first class of directors, which term will expire at the Company’s first annual general meeting.
Paul D. Lapping, age 63, is the Manager of Jakal Investments, LLC, a private investment firm he founded in 2005 that focuses on technology, healthcare, fintech, and artificial intelligence sectors. Since April 2015, he has also served as the Manager of Green Pastures Management, LLC, a series LLC with underlying LLC investment vehicles, where he manages and oversees the investment activities of the series and underlying vehicles. He has served as a director of Churchill Capital Corp IX (Nasdaq: CCIX) (“Churchill IX”), a special purpose acquisition company (“SPAC”), since April 2025. From August 2025 to February 2026, he also served as a director of Churchill Capital Corp X (“Churchill X”), a SPAC that completed its business combination with Infleqtion, Inc. in February 2026. From 2011 to 2012, Mr. Lapping served as Chief Operating Officer of SuRo Capital Corp. (Nasdaq: SSSS), a publicly traded, growth-stage venture capital firm (“Suro”). Prior to Suro, Mr. Lapping served as a director and Chief Financial Officer of New University Holdings Corp., a capital pool company listed on the TSX Venture Exchange, from August 2010 to August 2011. From October 2009 to May 2011, Mr. Lapping was Chief Financial Officer, Treasurer, Secretary, and a director of 57th Street General Acquisition Corp., a SPAC. Between 2007 and 2009, he served as Chief Financial Officer, Treasurer, and Secretary of Alternative Asset Management Acquisition Corp., also a SPAC. From 1995 to 2003, Mr. Lapping was a General Partner of Minotaur Partners II, L.P. and Merchant Partners, L.P., private equity partnerships focused on middle-market investments. From 1991 to 1995, Mr. Lapping led corporate development at Montgomery Ward Holding Corp., a diversified retail and direct marketing company. From 1988 to 1991, Mr. Lapping worked at Farley Industries, Inc. and its affiliated companies (including Fruit of the Loom, Inc. and West Point-Pepperell, Inc.) in corporate development and finance roles. Earlier in his career, Mr. Lapping worked with Golder, Thoma and Cressey, a private equity firm, and in the mergers and acquisitions group at Salomon Brothers Inc. Mr. Lapping is a Certified Public Accountant. He holds a Bachelor of Science degree from the University of Illinois and an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Lapping is well-qualified to serve as a member of the Board due to his significant operational, financial and leadership experience and experience serving on SPAC boards.
Stephen Murphy, age 62, has served as the Co-Founding Partner of Merivel Capital Partners LLP, a boutique private placement group authorized by the UK FCA, since 2023. Since 2010, Mr. Murphy has also served as Chairman of “Budd – London” as well as a director of numerous other luxury goods manufacturers and retailers including Brown Thomas Group (Ireland), H Huntsman & Sons Limited (UK), “The Watch Gallery” UK and J. R. Tusting & Company (UK). Mr. Murphy has significant past investment banking, principal investing, and direct entrepreneurial experience across a wide range of industries and is actively involved in a number of international businesses at board levels. He has served as a director of Churchill IX since May 2024. He also served as a director of Churchill X from August 2025 to the completion of its business combination in February 2026, and served as a director of Churchill Capital Corp VI and VII from 2021 until their respective liquidations. Mr. Murphy is also an active angel investor. Mr. Murphy serves as a director of various companies related to Qalaa Holdings SAE, which is involved in energy and infrastructure investments in Egypt. Mr. Murphy was trained as a financial analyst in New York starting in 1986 and ultimately was made head of Salomon Brothers International’s M&A Group in London. He went on to become a Managing Director of Citigroup International. As a Managing Director of Citigroup International, Mr. Murphy was involved in the evaluation and execution of private and public financings and capital raising. Mr. Murphy received an M.A. from University of Dublin Trinity College. Mr. Murphy is well-qualified to serve as a member of the Board due to his significant financial and leadership experience and experience serving on SPAC boards.
No family relationships exist between Mr. Lapping, Mr. Murphy and any other directors or executive officers of the Company. Neither Mr. Lapping nor Mr. Murphy is a party to any arrangements with any other person pursuant to which he was nominated as a director. There are no transactions to which the Company is or was a participant and in which Mr. Lapping or Mr. Murphy has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
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In connection with their appointments, each of Mr. Lapping and Mr. Murphy signed a joinder to that certain letter agreement dated as of December 16, 2025, by and among the Company, its officers, its directors and Churchill Sponsor XI LLC, pursuant to which, among other things, the signatories agreed to waive certain redemption rights and to vote any ordinary shares of the Company they hold in favor of an initial business combination. Each of Mr. Lapping and Mr. Murphy also entered into a standard director indemnity agreement with the Company, a form of which was filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 18, 2025.
Director Compensation Agreements
On March 17, 2026, the Company entered into a director agreement (“Director Agreement”) with each of Mr. Sherman, Mr. Lapping and Mr. Murphy, pursuant to which, in connection with each director’s continuing service as a director of the Company, the Company agreed to pay each director cash compensation of $75,000 per annum, beginning on April 1, 2026.
The foregoing summary of the Director Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Director Agreements, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Form of Director Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: March 17, 2026 | By: | /s/ Jay Taragin | |
| Name: | Jay Taragin | ||
| Title: | Chief Financial Officer | ||
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Exhibit 10.1
Churchill Capital Corp XI
640 Fifth Avenue, 14th Floor
New York, NY 10019
THIS DIRECTOR AGREEMENT (this “Agreement”) is made and entered into as of March 17, 2026, by and between Churchill Capital Corp XI, a Cayman Islands exempted company (the “Company”), and the undersigned independent director of the Company (the “Director”).
RECITALS
WHEREAS, the Director was appointed to the Company’s board of directors (the “Board”) on March 17, 2026 (the “Appointment Date”); and
WHEREAS, the Company and the Director desire to enter into this Agreement to set forth certain agreements related to the Director’s appointment to the Board.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Director hereby agree as follows:
1. Services.
| a. | Board of Directors. From and after the Appointment Date, the Director agrees to serve as a member of the Board in accordance with the Company’s amended and restated memorandum and articles of association, as amended (the “Company M&A”), until the earlier of (i) the date on which the Director ceases to be a member of the Board for any reason and (ii) the consummation of the Company’s initial business combination (such earlier date of (i) and (ii) being the “Expiration Date”). |
| b. | Committees. From and after the Appointment Date, the Director is hereby appointed to also serve as a member of the Company’s audit committee and compensation committee. |
2. Director’s Fee. In connection with the Director’s continuing service as a director, during the Term (as defined below) the Company shall provide the Director with cash compensation of $75,000 per annum, paid quarterly as promptly as practicable after the end of each calendar quarter, but in all cases within sixty (60) days following the end of a calendar quarter. In the event the Director does not serve on the Board for an entire quarter, the Director shall be entitled to a pro rata portion of the Director’s Fee for the number of days served on the Board in the applicable period and the Company shall ensure that the Director promptly receives all compensation and any other amounts owed to the Director.
3. Indemnification and Letter Agreements. The Company and the Director have also entered into an indemnification agreement and a letter agreement.
4. Duties of Director.
| a. | Fiduciary Duties. In fulfilling his responsibilities, the Director shall be charged with a fiduciary duty to the Company and all of its shareholders applicable to directors under Cayman Islands law. For so long as the Director is a member of the Board, the Director agrees to devote as much time as is necessary to perform completely the duties as a Director of the Company, including duties as a member of one or more committees of the Board to which the Director may be appointed from time to time. |
| b. | Confidentiality. The Director shall maintain in strict confidence all information he has obtained or shall obtain from the Company, which the Company has designated as “confidential” or which is by its nature confidential, relating to the Company and its business, operations, assets, condition (financial or otherwise), liabilities and prospects, except to the extent such information (i) is in the public domain through no breach of this Section 4(b) by the Director, or (ii) is required to be disclosed by law or a valid order by a court or other governmental or regulatory authority. |
| c. | Compliance with Company Policies. The Director agrees to adhere to the Company’s policies currently in effect or hereinafter adopted, including, but not limited to, the Company’s Code of Ethics. |
5. Term. This Agreement is effective as of April 1, 2026 and will continue until the Expiration Date (the “Term”).
6. Trust Waiver. The Director acknowledges that the Company has established a trust account described in the Company’s registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission for the benefit of the Company’s public shareholders (the “Trust Account”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (a) to the Company’s public shareholders in the event they elect to redeem public shares in connection with the consummation of a business combination, (b) to the Company’s public shareholders if the Company fails to consummate a business combination within the time period set forth in the Company’s charter documents, or (c) to the Company after or concurrently with the consummation of a business combination. The Director waives any right, title, interest, or claim of any kind in or to any monies in the Trust Account and agrees not to seek recourse against the Trust Account for any reason whatsoever.
7. Independence. The Director acknowledges that his appointment to, and continued service on, the Board is contingent upon the Board’s determination that he is “independent” with respect to the Company, in accordance with the listing requirements of the Nasdaq Stock Market, and that he may be removed from the Board in the event that the Director does not maintain such independence standard.
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8. Expenses. The Company shall reimburse the Director for pre-approved reasonable business-related expenses incurred in good faith in connection with the performance of the Director’s duties for the Company. Such reimbursement shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred, which shall be accompanied by sufficient documentation to support the expenditures.
9. Miscellaneous.
a. No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.
b. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to its conflict of laws rules.
c. Amendments. This Agreement may only be amended, modified or changed by an agreement signed by the Company and the Director.
d. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. Facsimile or scanned e-mail counterpart signature pages to this Agreement shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. All counterparts shall be construed together and constitute the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Director Agreement as of the date first written above.
Churchill Capital Corp XI |
Director | ||
| By: | |||
| Name: | Jay Taragin | [Name of the Independent Director] | |
| Title: | CFO | ||
[Signature page to Director Agreement between Churchill Capital Corp XI and Director]