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 a transcript of Peggy Johnson’s interview
with Bloomberg, in which the proposed business transaction between Churchill Capital Corp XI (“Churchill”) and Agility Robotics,
Inc. (“Agility”) is discussed.
00:00:00 Romaine Bostick
And of course, China’s Unitary Robotics going public over there in
Shanghai.
00:00:04 Romaine Bostick
Our next guest company is getting ready for its own debut and says
it’s set to be the only public U.S.
00:00:10 Romaine Bostick
pure play on humanoid robots with proven ongoing commercial uses.
00:00:15 Romaine Bostick
Peggy Johnson joins us right now.
00:00:16 Romaine Bostick
She’s the CEO of Agility Robotics.
00:00:19 Romaine Bostick
Peggy, great to have you here.
00:00:20 Romaine Bostick
Let’s start off with some of those names that did just come to market.
00:00:24 Romaine Bostick
We saw the valuation on Unitary closing out its first day near $50
billion.
00:00:30 Romaine Bostick
figure has raised something like $39 billion in the private markets.
00:00:34 Romaine Bostick
Are you underpriced?
00:00:35 Romaine Bostick
And more importantly, are you ready to price and come to market?
00:00:39 Peggy Johnson
Well, thanks for having me, Romaine.
00:00:41 Peggy Johnson
I would say we’re value priced.
00:00:43 Peggy Johnson
We are at a $2.5 billion pre-money valuation.
00:00:48 Peggy Johnson
We will be going public, the very first humanoid in the U.S., probably
in the fall timeframe.
00:00:54 Peggy Johnson
And I think what we’re seeing is pent-up demand to invest in this space.
00:00:59 Peggy Johnson
There’s a lot of excitement in robotics and what we call physical AI,
the mix of AI plus robots.
00:01:06 Peggy Johnson
And investors are looking for places to go with that opportunity.
00:01:10 Romaine Bostick
The investor demand is certainly there.
00:01:12 Romaine Bostick
What about the actual buyer demand?
00:01:15 Romaine Bostick
I mean, what is the market right now?
00:01:16 Romaine Bostick
Because I feel like we’ve been talking about robotics in some sense
or another for years, for decades now.
00:01:22 Romaine Bostick
Are we now at a stage where it is a commercially viable business with
real, tangible long-term revenue growth?
00:01:31 Peggy Johnson
It is.
00:01:32 Peggy Johnson
We have over $300 million of booked orders.
00:01:37 Peggy Johnson
One of the reasons we chose to go this path is in order to ensure we
can deploy on all of that very quickly.
00:01:44 Peggy Johnson
So we’re accelerating our path to market.
00:01:46 Peggy Johnson
We have another 30 or so customers seeking these types of devices.
00:01:51 Peggy Johnson
They do the dirty, dangerous, and very dull tasks that are part of
people’s jobs in these facilities.
00:01:59 Peggy Johnson
they can step in and take this sort of work off their hands, just simple
moving things from one device to another on and off pallets and doing it over and over again, freeing up the humans to do higher value
work.
00:02:14 Sally Bakewell
So Peggy, Agility has opened a 60,000 square foot facility in Fremont
to advance the Digit V5.
00:02:24 Sally Bakewell
I wanted to hear about what are the key milestones for meeting rigorous
third-party safety compliance for this kind of robot interaction that you’ve managed to achieve?
00:02:36 Peggy Johnson
So we opened that facility to accelerate the training of skills for
Digit.
00:02:41 Peggy Johnson
But the big obstacle with humanoids is all of them right now must work
inside of a safety cell until they’re certified to come outside of that cell.
00:02:51 Peggy Johnson
What that means is they have to safely detect humans in close proximity
and ensure no harm is done.
00:03:00 Peggy Johnson
At the end of this year, we will be demonstrating the very first safety
certified
00:03:05 Peggy Johnson
humanoid that can come outside of those work cells that they’re in
now and move throughout these facilities and do different jobs.
00:03:14 Peggy Johnson
It is likely we think probably the number one obstacle into vast deployment
of humanoids and there’ll be a higher bar to get into the home over time.
00:03:25 Sally Bakewell
Very interesting.
00:03:25 Sally Bakewell
And switching back to your plans to merge through a SPAC, Foxconn led
the PIPE, which is the private investment in public equity.
00:03:35 Sally Bakewell
Beyond the cash that that provides, what exact role will Foxconn as
this kind of master of mass production, and what will it have and play in helping you scale?
00:03:46 Peggy Johnson
Well, we are exploring strategic engagement with Foxconn.
00:03:50 Peggy Johnson
They’re clearly a leader.
00:03:52 Peggy Johnson
and looking to build in North America.
00:03:56 Peggy Johnson
We have a factory already in Salem, Oregon, where we build all of our
robots.
00:04:02 Peggy Johnson
It’s capable of building 10,000 robots a year.
00:04:05 Peggy Johnson
in that factory but at some point we will need to seek larger facilities
and additional facilities so the engagement with Foxconn early is really going to be a big help to us over time.
00:04:19 Romaine Bostick
I’m curious right now about what the relationship is from a regulatory
standpoint between the US and China.
00:04:25 Romaine Bostick
There were obviously the new tariffs that the president announced specifically
on robotics that effectively is going to shut out some of those Chinese competitors and also
00:04:35 Romaine Bostick
my understanding, some Chinese parts as well.
00:04:38 Romaine Bostick
You’ve shared that on.
00:04:39 Romaine Bostick
I mean, you have publicly said you’re supporting these moves by the
president.
00:04:43 Romaine Bostick
Why?
00:04:45 Peggy Johnson
We are supporting the administration’s moves because that is a subsidized
industry in China.
00:04:51 Peggy Johnson
They also price lower than costs.
00:04:54 Peggy Johnson
We saw the same thing, I would say a similar playbook with the drone
industry.
00:04:59 Peggy Johnson
We had a drone industry here and over several years it moved toward
China.
00:05:05 Peggy Johnson
We would like to ensure that that does not happen with the robotics
industry.
00:05:09 Peggy Johnson
So we think these are great moves by the administration to ensure that
there’s a level playing field for U.S.
00:05:14 Peggy Johnson
companies in the robotics space.
00:05:16 Romaine Bostick
That is the finished product.
00:05:17 Romaine Bostick
And I understand the comparison with the drone industry.
00:05:20 Romaine Bostick
But does Agility and the rest of the U.S.-based makers, do you have
the access to all of the materials that you would need without China?
00:05:30 Peggy Johnson
Well, right now, most of our components are sourced right here in the
U.S.
00:05:35 Peggy Johnson
All robots will need the rare earth magnets that have been much talked
about recently as part of the motors that run the actuators that cause all the movements with the humanoid robots.
00:05:48 Peggy Johnson
So that is one area we’re tracking very closely to ensure that we continue
to have access to components that need rare earth metals.
00:05:56 Romaine Bostick
All right, Peggy, any idea when this SPAC deal is finally going to
close out when you start trading?
00:06:02 Peggy Johnson
Well, we’re hoping the fall timeframe and so far we’re on track to
hit that time.
00:06:07 Romaine Bostick
All right, we’ll hope to have you back then.
00:06:09 Romaine Bostick
Becky Johnson, the CEO over at Agility Robotics.
00:06:12 Romaine Bostick
When we come back, we’re gonna take a look at Sharers at Walmart.
00:06:14 Romaine Bostick
They’re having an awful day.
00:06:15 Romaine Bostick
We’re gonna unpack that with Michael Lasser over at UBS when we come
back.
00:06:19 Romaine Bostick
This is The close on Bloomberg.
About Agility Robotics, Inc.
Agility’s commercially deployed humanoids operate alongside teams
in warehouses, manufacturing facilities and distribution centers – tackling physically demanding and repetitive tasks while enabling
workers to focus on higher-value work. With industry-leading safety standards and years of proven deployment data, we’re pioneering
a new era of automation that enhances human potential. To learn more, visit www.agilityrobotics.com.
About Churchill Capital Corp XI
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 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 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 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 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 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
deployment of proceeds from capital raising transactions; 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 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; 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 Agility 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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