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 The Wall Street Journal,
discussing the proposed business transaction between Churchill Capital Corp XI (“Churchill”) and Agility Robotics, Inc. (“Agility”).
Agility’s
CEO on What It Takes to Break Ideas Out of the Lab
By Lila MacLellan
Aug.
14, 2026 5:50 am ET
It can be hard to resist
videos of humanoid robots dancing, running marathons and sometimes crashing spectacularly. But Peggy Johnson, CEO
of Agility Robotics, wants people to know that today’s bipedal robots with powerful birdlike legs go way beyond “back
flips and making coffee.”
“Humanoid robotics
have actually moved into real paid deployments,” she said in a call this week.
“I’m talking
about real work delivering real value to real companies, and that’s where we’re at, and that’s what I think is probably
a bit surprising to people,” including other CEOs, Johnson said. (Johnson sits on the board of Fox Corp., which shares
common ownership with Leadership Institute parent News Corp.)
Agility is on track to
become the first pure-play humanoid robot maker to go public in the U.S., the CEO said. As the Journal reported last month, the company
is set to merge with special-purpose acquisition company Churchill Capital Corp XI in a deal that will value the robotics
firm at $2.5 billion—a reflection of the success it has seen landing clients such as retail giant Amazon, car-parts
manufacturer Schaeffler, GXO Logistics, e-commerce platform Mercado Libre, and Toyota
Motor Manufacturing Canada.
The company’s Digit humanoid
robot—featured in this WSJ dispatch from a South Carolina car-parts factory—is of course not the only commercialized
product of its kind. But reaching that milestone is never a given, even for the most inventive, impressive technology, the CEO told me.
Here’s what she’s
learned: When technology doesn’t graduate beyond the demo stage, the problem is often that inventors and engineers are so enamored
with their own creation that they assume it will find a home. (Admittedly, she confessed, that’s a trap she understands as an engineer.)
In fact, she said, building
incredible technology is just the first step. Making a useful product requires thinking about problems “out there” first,
starting from that point and working backward. Ask: “Do I have something in my tech portfolio that can help solve for that?”
That was one of the lessons
she learned early in her career, when she spent years at Qualcomm working with co-founder and former CEO Irwin
Jacobs, then later spending six years at Microsoft as head of business development, reporting to CEO Satya
Nadella.
Agility’s Digit was
still in the lab when Johnson became CEO two years ago. Moving it along called for understanding the safety and regulatory requirements
in a client’s facilities, and “the IT systems you have to plug into, the warehouse-management systems that you have to talk
to, and other automation, including robots, that’s in your environment,” the CEO said.
Engineers also sometimes
need a nudge in the other direction—to avoid being too practical, according to Johnson. “I was there at the start of the mobile
phone revolution,” she told me, recalling her time at Qualcomm when her team believed that mobile phones would eventually
replace all phone booths.
“When we added up
what that market was, we said, ‘Someday there might be a million mobile phones in this world,’” she said. “We
didn’t give ourselves the license to think any bigger.”
Now she reminds herself
not to make that mistake, too—and to always ask, “What’s beyond phone booths?”
Lila MacLellan
Editor, CEO Brief
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.
