UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 6, 2026
CHURCHILL CAPITAL CORP XI
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43020 |
|
86-1959629 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
640 Fifth Avenue, 14th Floor
New York, NY 10019
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 380-7500
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-tenth of one redeemable warrant |
|
CCXIU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
CCXI |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
CCXIW |
|
The Nasdaq 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).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure
As previously disclosed, on
June 24, 2026, Churchill Capital Corp XI, a Cayman Islands exempted company (“Churchill”) entered into an Agreement
and Plan of Merger (as amended, modified, supplemented or waived from time to time, the “Merger Agreement”) by and
among Churchill, BLB Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Churchill (“Merger Sub”),
and Agility Robotics, Inc., a Delaware corporation (“Agility”). The transactions contemplated by the Merger Agreement
are referred to herein as the “proposed transaction.”
The Merger Agreement, among
other things and subject to the terms and conditions contained therein, provides for (a) the transfer of the registration of Churchill
by way of continuation from the Cayman Islands to the State of Delaware (the “Domestication”), and (b) following
the Domestication, the merger of Merger Sub with and into Agility with Agility continuing as the surviving entity and as a wholly-owned
subsidiary of Churchill. In connection with the business combination, Churchill will change its name to “Agility Robotics, Inc.”
In connection with the proposed
transaction, Agility held an analyst and investor day on October 6, 2026.
Furnished herewith as
Exhibit 99.1 and incorporated into this Item 7.01 by reference is an investor presentation that Churchill and Agility have prepared
for use in connection with the proposed transaction, including as part of Churchill’s and Agility’s presentation to
analysts and investors on October 6, 2026.
The information set forth
under this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 has filed a registration statement on Form S-4 (the “Registration
Statement”) with the Securities and Exchange Commission (“SEC”), which includes a preliminary proxy statement/prospectus
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 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 is declared effective, a definitive proxy statement/prospectus and other relevant documents will be mailed
to Churchill shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment
decision, Churchill and Agility stockholders and other interested persons are advised to read 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
and the proposed transaction. Shareholders may obtain a copy of the preliminary proxy statement/prospectus, or the 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 Current Report on
Form 8-K 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 proposed business combination and PIPE and the satisfaction or waiver of the closing
conditions set forth in the proposed business combination or PIPE subscription agreements; the occurrence of any other event, change
or other circumstances that could give rise to the termination of the proposed business combination or PIPE subscription agreements;
projections of market opportunity and market share; estimates of customer adoption rates, market acceptance and usage patterns;
projections regarding Agility’s future development plans; the timing and success of Agility’s future development plans;
the ability of Agility to implement its strategic initiatives and continue to innovate its existing products and services; the
expected timing and general availability of Digit 5; the expected performance characteristics and technical specifications of Digit
5, including its safety architecture; the development and expected capabilities of Digit 5, including its cooperative safety
capabilities; Agility’s contributions to safety standards; RoboFab's production capacity and expected employment;
Agility’s manufacturing capacity and production plans; Agility's plans for commercial deployment of Digit 5 in the European
Union and United Kingdom; planned customer deployments and the scaling and expansion of customer deployments; Agility’s
orders, order pipeline and expected customer demand for Digit 5; Agility’s ability to meet contractual milestones to unlock
contracted revenues; projected labor shortages; Agility’s revenue model, expected pricing model for Digit 5, growth strategy
and scaling plans; the illustrative customer benefit and payback periods of Agility’s humanoid robots; strategic partnerships
and technology licensing opportunities, including the expansion of Agility's partnership with NVIDIA; the potential future
applications of Agility’s products and technologies; the potential for share price appreciation; the expected timing of
announcement and close of the potential transaction; Agility’s economic opportunity and total addressable market; the expected
amount of gross transaction proceeds and the planned pre-money valuation of Agility; expectations regarding Agility’s ability
to attract, retain and expand its customer base; Agility’s ability to raise capital; Agility’s deployment of proceeds
from the capital raising transaction; the Agility’s expectations concerning relationships with strategic partners, suppliers,
regulatory bodies and other third parties; Agility’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
Agility’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 Agility 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 Agility is pursuing an
emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; Agility’s
historical net losses and limited operating history; Agility’s expectations regarding future financial performance, capital requirements
and unit economics; Agility’s use and reporting of business and operational metrics; Agility’s competitive landscape; Agility’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 capital requirements of Agility’s business plans; Agility’s ability to manage growth and expand its
operations; potential future acquisitions or investments in companies, products, services or technologies; Agility’s reliance on
strategic partners and other third parties; Agility’s reliance on global supply chains and the risk that disruptions, tariffs, or
trade restrictions could delay production, increase costs, and limit Agility’s ability to fulfill customer orders; Agility’s
ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity
incidents and related regulations; risks associated with product liability, workplace safety regulations and potential injuries arising
from the deployment of humanoid robots alongside human workers; the use, rate of adoption and regulation of artificial intelligence and
machine learning; the evolving regulatory landscape for AI technologies across multiple jurisdictions and the risk that failure to comply
with new or changing AI laws could result in enforcement actions, fines or restrictions on Agility’s ability to develop or deploy
its products; uncertainty or changes with respect to laws and regulations, including evolving safety standards and regulatory requirements
applicable to humanoid robots; 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 Agility to grow and manage growth, maintain relationships with customers and
strategic partners, 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 Agility or Churchill; failure to realize the anticipated benefits of the proposed
transaction; the possibility that Agility may be adversely affected by other economic, business or competitive factors; Agility’s
estimates of expenses and profitability; the possibility that preliminary, unaudited financial information may change materially; changes
in anticipated pricing and revenue models of Agility’s humanoid robotics solutions; the evolution of the markets in which Agility
competes; the ability of Agility to implement its strategic initiatives and continue to innovate its existing products and services; risks
related to Agility’s ability to satisfy contractual milestones and achieve anticipated manufacturing capacity and production targets;
Agility’s ability to convert orders and pipeline into revenue; risks related to the development, commercialization and market acceptance
of Digit 5 and related technologies; 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 Agility,
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 Agility’s and Churchill’s
management as of the date of this Current Report on Form 8-K; subsequent events and developments may cause their assessments to change.
While Agility 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 Current Report on Form 8-K, 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, Agility 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 is set forth in the preliminary proxy statement/prospectus 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 is included in the preliminary proxy statement/prospectus. Shareholders, potential
investors and other interested persons should read the preliminary proxy statement/prospectus carefully, and, when available, the definitive
proxy statement/prospectus, 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 Current Report on Form
8-K 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 Current Report on Form 8-K 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. |
|
Description |
| 99.1 |
|
Investor Presentation, dated October 6, 2026 |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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: October 6, 2026 |
By: |
/s/ Jay Taragin |
| |
|
Name: |
Jay Taragin |
| |
|
Title: |
Chief Financial Officer |
