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)
Set forth below is an article published by MarketWatch in which
the proposed business transaction between Churchill Capital Corp XI (“Churchill”) and Agility Robotics, Inc. (“Agility”)
is discussed.
Factory robots long posed a safety
threat to human workers. This company says it has solved that problem.
Ahead of an expected public-market debut later this year, Agility Robotics says it’s cracked the code and devised humanoids
that can work safely near humans
By William Gavin
Updated Sept. 15, 2026, 12:11 p.m. ET
U.S. investors could soon get the chance to pile into a pure-play robotics
company that said it just achieved a big breakthrough in the world of humanoids — as it seeks to improve its financial profile.
Agility Robotics on Tuesday revealed its Digit 5 humanoid: a 5-foot-11,
284-pound robot that can reach up to 7.2 feet and move products with “gripper” hands. The Salem, Ore.-based company said its
robot is an improvement on the prior design that has been working for Amazon.com and other customers, capable of lifting more weight and
with a better battery.
The “biggest, most consequential” improvement is what Agility
has done to make Digit safer, according to Jonathan Hurst, Agility’s co-founder and chief robot officer. Due to safety and regulatory
concerns, he said, most humanoid robots working in factories and warehouses are physically separated from people.
Why humanoid robots are so hard to mass-produce
Agility said it has taken that barrier out of the picture by making
its humanoids capable of safely working alongside real-life humans.
“We’ve spent the past couple of years figuring out how
to ensure that a balancing, dynamically stable robot that could fall on your foot, that can swing its arm, hit somebody in the head …
can actually be safely deployed in close proximity to people,” Hurst told MarketWatch.
The solution, according to Agility, is an array of specialized sensors
that allows a Digit 5 to reliably detect people nearby and slow its movements when someone gets closer. Agility has also been working
on writing safety standards around more free humanoids for third-party firms and insurers.
Hurst said it’s a “major unlock” that Agility’s
competitors will also need to pursue. He thinks will take them a few years to redesign their robots and follow Agility’s lead.
Agility currently has more than $300 million in multiyear orders for
its humanoid robots from customers like Amazon, Schaeffler, and GXO Logistics. The company plans to start providing early access to Digit
5 in the first half of 2027, with general availability expected by the end of 2027.
Agility also confirmed it still intends to go public by the end of
the year through a special-purpose acquisition company deal that would value it at $2.5 billion. That would make it the first public U.S.
company dedicated exclusively to humanoid robots.
However, a regulatory filing showed that the company’s financial
position isn’t very healthy. Without its SPAC deal, Agility said, the company has “concluded there is substantial doubt about
its ability to continue as a going concern.”
In the filing, the company cited a history of operating losses and
negative cash flows. Agility also noted that it requires “significant” additional capital, which may necessitate taking on
debt, and that it has little experience with its “robot-as-a-service” model.
In 2025, Agility reported a $138 million net loss, compared with a
$70.5 million net loss in the prior year. At the end of 2025, the company disclosed it had $105 million in cash, cash equivalents and
restricted cash, up from $36.9 million a year earlier.
Hurst told MarketWatch that Agility is “laying cards on the table”
by going public and wants people to understand the scale and scope of what it aims to accomplish, calling it “separate from the
hype story” around humanoid robots.
While some analysts expect the humanoid market to be worth trillions
of dollars over the next few decades, the technology is still pretty new. Just 15,000 humanoids were deployed in 2025, according to Barclays.
And one of the most often-discussed potential growth opportunities for the industry, humanoid household servants, is at least 10 to 20
years away, Hurst said.
About Agility Robotics
Headquartered in Salem, Oregon, with offices in Pittsburgh, Pennsylvania
and Fremont, California, Agility Robotics’ mission is to build robot partners that augment the human workforce. Agility’s groundbreaking
general-purpose humanoid robot, Digit, is the first multi-purpose, human-centric robot that is Made for Work® and commercially
deployed today. With more than 65,000 hours of real-world operation combined with industry-leading safety standards, we’re pioneering
a new era of automation that enhances human potential. To learn more, visit agilityrobotics.com.
About Churchill Capital Corp XI (Nasdaq:
CCXI)
Churchill is a blank check company formed for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses. It may pursue an initial business combination target in any business or industry.
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 and will include preliminary and definitive proxy statements/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 has been filed and 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 statement, 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 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: the expected timing and general availability
of Digit 5; the expected performance characteristics and technical specifications of Digit 5, including its safety architecture; expectations
regarding the scaling of customer deployments; the development and expected capabilities of Digit 5; Agility’s contributions to
safety standards; RoboFab’s production capacity and expected employment; Agility’s plans for commercial deployment of Digit
5 in the European Union and United Kingdom; our ability to consummate the proposed business combination and the satisfaction or waiver
of the closing conditions set forth in the proposed business combination; the occurrence of any other event, change or other circumstances
that could give rise to the termination of the proposed business combination; 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 of close of the potential transaction; expectations regarding Agility’s
ability to attract, retain and expand its customer base; Agility’s deployment of proceeds from capital raising transaction; Agility’s
expectations concerning relationships with strategic partners, suppliers, regulatory bodies and other third parties; 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; 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 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 Agility 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 Agility
or Churchill; failure to realize the anticipated benefits of the proposed transaction; Agility’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 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 communication; 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 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, 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 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.
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