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 13, 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. ☐
Explanatory Note
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.”
Item 8.01 Other Events.
On October 13, 2026,
Churchill and Agility jointly announced that, on October 13, 2026, the U.S. Securities and Exchange Commission (the
“SEC”) declared effective the registration statement on Form S-4 (File No. 333-298781) (as amended, the
“Registration Statement”) filed by Churchill and Agility with the SEC relating to the previously announced
proposed transaction. The Registration Statement was originally filed on September 4, 2026.
The extraordinary general meeting of shareholders of Churchill will
be held on November 2, 2026, at 9:00 a.m. Eastern Time, at the offices of Willkie Farr & Gallagher LLP at 787 Seventh Avenue, New York,
New York 10019, and via a virtual meeting at https://www.cstproxy.com/churchillcapitalxi/2026.
The Registration Statement contains a proxy statement/prospectus
of Churchill and Agility in connection with the proposed transaction. The Registration Statement, and the proxy statement/prospectus contained
within, provides important information about Churchill, Agility and the proposed transaction. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
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 the Registration Statement with the SEC,
which was declared effective by the SEC on October 13, 2026, and which includes a definitive proxy statement/prospectus. The
definitive proxy statement/prospectus and other relevant documents have been distributed to Agility stockholders and to Churchill
shareholders of record as of September 14, 2026, the record date established for voting on the proposed transaction, 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. Before making any
voting or investment decision, Churchill and Agility stockholders and other interested persons are advised to read 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 contain important information about Churchill, Agility and the proposed transaction. Shareholders may obtain a
copy of the definitive proxy statement/prospectus 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 transaction and PIPE and the satisfaction or waiver of the closing conditions set forth in the proposed transaction
or PIPE subscription agreements; the occurrence of any other event, change or other circumstance that could give rise to the termination
of the proposed transaction 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 of availability, performance characteristics, technical specifications and capabilities of Digit 5, including its
cooperative safety capabilities; Agility’s orders for Digit 5 and its ability to convert such orders into revenue, including the
satisfaction of the contractual milestones, product features and specifications to which those orders are subject; Agility’s customer
pipeline and its plans to expand its pipeline and committed customer facility deployments; Agility’s manufacturing capacity, including
the production capacity of RoboFab, and its production plans; Agility’s strategic partnerships and commercial agreements, including
with NVIDIA and Toyota Motor Manufacturing Canada; and the expected listing of the combined company’s common stock on the Nasdaq
Stock Market, 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 transaction; 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; 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; 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 as 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 Merger 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; 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 definitive 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 definitive proxy statement/prospectus. Shareholders, potential
investors and other interested persons should read the definitive proxy statement/prospectus carefully, 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 |
|
Press Release, dated October 13, 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 13, 2026 |
By: |
/s/
Jay Taragin |
| |
|
Name:
|
Jay
Taragin |
| |
|
Title:
|
Chief
Financial Officer |
