Filed
by Churchill Capital Corp XI pursuant to Rule 425
under
the Securities Act of 1933, as amended,
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934, as amended
Subject
Company: Churchill Capital Corp XI (File No. 001-43020)
The
following communication was made available to employees of Agility Robotics, Inc. (“Agility”) via email in connection with
the proposed business combination (the “Business Combination”) between Churchill Capital Corp XI (“Churchill”)
and Agility.
Manager
Talking Points
| ● | There
are no immediate changes to employees’ day-to-day responsibilities as a result of this
transaction. Our focus remains on executing our current priorities, supporting our customers
and continuing to scale our business. |
| ● | Until
the transaction closes, Agility will continue to operate as a private company. As the transaction
progresses, we will communicate relevant updates where we are able–but, please note
that, unless otherwise expressly noted in any such communications, all details related
to the transaction are highly confidential and should be treated as such. |
| ● | This
transaction is about accelerating growth and continuing to invest in our people, products
and operations. There are no immediate changes planned as a result of this transaction, and
we’re excited about the milestones ahead on our way to becoming a publicly listed company. |
| ● | Success
will continue to be measured by our ability to execute on the same priorities that drive
our mission forward today – delivering value for our customers, scaling production,
and advancing our technology across live environments and dynamic real world applications.
This includes milestones such as increasing deployment of Digit, expanding our deployable
skills/use cases, increasing manufacturing capacity through RoboFab, and continuing product
innovation and the creation of long-term value for our investors. |
| ● | Our
values will not change course in our next chapter as a public company. We’re committed
to preserving the mission-driven, and entrepreneurial spirit and values that have gotten
Agility to where it is today. |
| ● | With
the announcement of the transaction, there will be a spotlight on our activities and you
and/or your team might receive inquiries from press, customers, or other external/third parties.
To comply with legal and regulatory statutes, you and your team must refrain from commenting
on confidential transaction details, financial information, or forward-looking business plans. |
| ● | If
you do receive inquiries from press, customers, or other external/third parties, please send
those inquiries to media@agilityrobotics.com |
| ● | Employees
should remain proud of all the great work that has brought us to this point. |
| ● | For
questions relating to the transaction, please reach out to Ana via Slack or email (ana.lang@agilityrobotics.com). |
***
Additional
Information About the Proposed Transaction and Where to Find It
The
proposed transaction will be submitted to shareholders of Churchill for their consideration. Churchill intends to file a registration
statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”),
which will include preliminary and definitive proxy statements to be distributed to Churchill’s shareholders in connection with
Churchill’s solicitation of proxies for the vote by Churchill’s shareholders in connection with the proposed transaction
and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to
be issued to Agility stockholders in connection with the completion of the proposed transaction. After the Registration Statement has
been filed and declared effective, a definitive proxy statement/prospectus/consent solicitation statement and other relevant documents
will be mailed to Agility stockholders and Churchill shareholders as of the record date established for voting on the proposed transaction.
Before making any voting or investment decision, Churchill and Agility shareholders and other interested persons are advised to read,
once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus,
as well as other documents filed with the SEC by Churchill in connection with the proposed transaction, as these documents will contain
important information about Churchill, Agility Robotics, Inc (the “Company”) and the proposed transaction. Shareholders may
obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by Churchill
with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to Churchill Capital
Corp XI, 640 Fifth Avenue, 14th Floor, New York, NY 10019
Forward-Looking
Statements
This
communication includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements
may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,”
“target,” “continue,” “could,” “may,” “might,” “possible,” “potential,”
“predict,” “should,” “would” or similar expressions that predict or indicate future events or trends
or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking.
We have based these forward-looking statements on current expectations and projections about future events.
These
statements include: statements relating to, without limitation: our ability to consummate the Merger and PIPE Investment and the satisfaction
or waiver of the closing conditions set forth in the Merger Agreement and Subscription Agreement; the occurrence of any other event,
change or other circumstances that could give rise to the termination of the Merger Agreement or Subscription Agreements; projections
of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding the Company’s
future development plans; the timing and success of the Company’s future development plans; the ability of the Company to implement
its strategic initiatives and continue to innovate its existing products and services; the potential for share price appreciation; the
expected timing of announcement and close of the potential transaction; the Company’s economic opportunity and total addressable
market; the expected amount of gross transaction proceeds and the planned pre-money valuation of the Company; expectations regarding
the Company’s ability to attract, retain and expand its customer base; the Company’s deployment of proceeds from capital
raising transactions; the Company’s expectations concerning relationships with strategic partners, suppliers, regulatory bodies
and other third parties; the Company’s ability to maintain, protect and enhance its intellectual property; future ventures or investments
in companies, products, services or technologies; development of favorable regulations affecting the Company’s markets; the potential
benefits of the proposed transaction and expectations related to its terms and timing; and the potential for the combined company to
increase in value.
These
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions, many of which are beyond the control of the Company and Churchill.
These
forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause Churchill’s actual
results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance
or achievements expressed or implied by such statements. Such risks and uncertainties include: that the Company is pursuing an emerging
technology, faces significant technical challenges and may not achieve commercialization or market acceptance; the Company’s historical
net losses and limited operating history; the Company’s expectations regarding future financial performance, capital requirements
and unit economics; the Company’s use and reporting of business and operational metrics; the Company’s competitive landscape;
the Company’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the potential
need for additional future financing; the Company’s ability to manage growth and expand its operations; potential future acquisitions
or investments in companies, products, services or technologies; the Company’s reliance on strategic partners and other third parties;
the Company’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection
or cybersecurity incidents and related regulations; the use, rate of adoption and regulation of artificial intelligence and machine learning;
uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic
environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company;
the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Churchill’s
securities; the failure by the parties to satisfy the conditions to consummation of the proposed transaction, including the approval
of Churchill’s shareholders; the possibility that required regulatory approvals for the proposed transaction are delayed or are
not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders
of Churchill could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans;
the level of redemptions of Churchill’s public shareholders; the ability of the Company to grow and manage growth, maintain relationships
with customers and retain its management and key employees; costs related to the proposed transaction; the occurrence of any event, change
or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings
or government investigations that may be commenced against the Company or Churchill; failure to realize the anticipated benefits of the
proposed transaction; the Company’s estimates of expenses and profitability; the evolution of the markets in which the Company
competes; the ability of Churchill or the combined company to issue equity or equity-linked securities in connection with the proposed
transaction or in the future; and other factors described in Churchill’s filings with the SEC. Additional information concerning
these and other factors that may impact such forward-looking statements can be found in filings and potential filings by the Company,
Churchill or the combined company resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.”
If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by
these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of the Company’s
and Churchill’s management as of the date of this communication; subsequent events and developments may cause their assessments
to change. While the Company and Churchill may elect to update these forward-looking statements at some point in the future, they specifically
disclaim any obligation to do so. Accordingly, undue reliance should not be placed upon these statements.
In
addition, statements that “we believe” and similar statements reflect Churchill’s beliefs and opinions on the relevant
subject. These statements are based upon information available to us as of the date of this communication, and while we believe such
information forms a reasonable basis for such statements, such information may be limited or incomplete, and Churchill’s statements
should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.
These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
An
investment in Churchill is not an investment in any of Churchill’s founders’ or sponsors’ past investments, companies
or affiliated funds.
The
historical results of those investments are not indicative of future performance of Churchill, which may differ materially from the performance
of Churchill’s founders’ or sponsors’ past investments.
Participants
in the Solicitation
Churchill,
the Company and certain of their respective directors, executive officers and other members of management and employees may, under SEC
rules, be deemed to be participants in the solicitation of proxies from Churchill’s shareholders in connection with the proposed
transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Churchill’s
shareholders in connection with the proposed transaction will be set forth in proxy statement/prospectus statement when it is filed by
Churchill with the SEC. You can find more information about Churchill’s directors and executive officers in Churchill’s final
prospectus related to its initial public offering filed with the SEC on December 16, 2025. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus
statement when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus
statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents
from the sources described above.
No
Offer or Solicitation
This
communication does not constitute an 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 any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances
is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or
any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY
OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
