Form 8-K

8-K — Churchill Capital Corp XI

Accession: 0001213900-26-077978

Filed: 2026-07-14

Period: 2026-07-14

CIK: 0002074973

SIC: 3569 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0297923-8k425_churchill11.htm (Primary)

EX-99.1 — JOINT PRESS RELEASE OF CHURCHILL CAPITAL CORP XI AND AGILITY ROBOTICS, INC., DATED JULY 14, 2026 (ea029792301ex99-1.htm)

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8-K — CURRENT REPORT

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 14, 2026

CHURCHILL

CAPITAL CORP XI

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-43020

86-1959629

(State

or other jurisdiction

incorporation)

(Commission

File Number)

(I.R.S.

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 (see General Instruction A.2. below):

☒

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))

Title

of each class

Trading Symbol

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 ☒

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 8.01

Other Events.

previously disclosed on June 24, 2026, Churchill Capital Corp XI (“Churchill” or “we”) entered

into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Churchill, BLB Merger

Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Churchill, and Agility Robotics, Inc., a Delaware corporation

(the “Company”).

July 14, 2026, we and the Company issued a joint press release announcing the confidential submission by Churchill and the Company of

a draft registration on Form S-4 with the Securities and Exchange Commission (the “SEC”) on July 13, 2026, in connection

with the Merger Agreement and the transactions contemplated thereby. A copy of the press release is attached hereto as Exhibit 99.1 and

incorporated by reference herein.

Additional

Information About the Proposed Transaction and Where to Find It

The

proposed transaction will be submitted to shareholders of Churchill XI for their consideration. Churchill XI intends to file a registration

statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”), which

will include preliminary and definitive proxy statements to be distributed to Churchill XI’s shareholders in connection with Churchill

XI’s solicitation of proxies for the vote by Churchill XI’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 Company 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 XI shareholders

as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, Churchill

XI and Company stockholders 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 statement, as well as other documents filed

with the SEC by Churchill XI in connection with the proposed transaction, as these documents will contain important information about

Churchill XI, the Company and the proposed transaction. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus

statement, once available, as well as other documents filed by Churchill XI with the SEC, without charge, at the SEC’s website

located at www.sec.gov or by directing a written request to Churchill XI 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 the Company’s future development plans; the timing and success of the Company’s future development

plans; the ability of the Company 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; the Company’s

economic opportunity and total addressable market; the expected amount of gross transaction proceeds and the planned pre-money valuation

of the Company; expectations regarding the Company’s ability to attract, retain and expand its customer base; the Company’s

deployment of proceeds from capital raising transaction; the Company’s expectations concerning relationships with strategic partners,

suppliers, regulatory bodies and other third parties; the Company’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 Company’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 the Company and Churchill XI.

These

forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause Churchill XI’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 the Company is pursuing

an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; the Company’s

historical net losses and limited operating history; the Company’s expectations regarding future financial performance, capital

requirements and unit economics; the Company’s use and reporting of business and operational metrics; the Company’s competitive

landscape; the Company’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 Company’s ability to manage growth and expand its operations; potential

future acquisitions or investments in companies, products, services or technologies; the Company’s reliance on strategic partners

and other third parties; the Company’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 XI’s securities; the failure by the parties to satisfy the conditions to consummation

of the proposed transaction, including the approval of Churchill XI’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 XI 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 XI’s public shareholders; the

ability of the Company 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

the Company or Churchill XI; failure to realize the anticipated benefits of the proposed transaction; the Company’s estimates of

expenses and profitability; the evolution of the markets in which the Company competes; the ability of Churchill XI 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 XI’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 the Company, Churchill XI 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 the Company’s and Churchill XI’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 the Company and Churchill XI 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.

addition, statements that “we believe” and similar statements reflect Churchill XI’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 XI’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.

investment in Churchill XI is not an investment in any of Churchill XI’s founders’ or sponsors’ past investments, companies

or affiliated funds. The historical results of those investments are not indicative of future performance of Churchill XI, which may

differ materially from the performance of Churchill XI’s founders’ or sponsors’ past investments.

Participants

in the Solicitation

Churchill

XI, the Company 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 XI’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

XI’s shareholders in connection with the proposed transaction will be set forth in proxy statement/prospectus statement when it

is filed by Churchill XI with the SEC. You can find more information about Churchill XI’s directors and executive officers in Churchill

XI’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.

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.

The

Exhibit Index is incorporated by reference herein.

EXHIBIT

INDEX

Exhibit No.

Description

99.1

Joint Press Release of Churchill Capital Corp XI and Agility Robotics, Inc., dated July 14, 2026

104

Cover

Page Interactive Data File (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

Dated:

July 14, 2026

By:

/s/

Jay Taragin

Name:

Jay

Taragin

Title:

Chief

Financial Officer

EX-99.1 — JOINT PRESS RELEASE OF CHURCHILL CAPITAL CORP XI AND AGILITY ROBOTICS, INC., DATED JULY 14, 2026

EX-99.1

Filename: ea029792301ex99-1.htm · Sequence: 2

Exhibit

99.1

Agility

Robotics and Churchill Capital Corp XI Announce Confidential Submission of Draft Registration Statement on Form S-4 in Connection with

Proposed Business Combination

Transaction

Expected to Create The Only Publicly Listed Pure-Play Humanoid Company with Proven, Active Commercial Deployments

SALEM,

Ore. and NEW YORK, N.Y., July 14, 2026 – Agility Robotics, Inc. (“Agility” or the “Company”) creator of

the general-purpose humanoid robot Digit, and Churchill Capital Corp XI (NASDAQ: CCXI) (“CCXI” or “Churchill XI”),

a special purpose acquisition company, today announced the confidential submission of a draft registration statement on Form S-4 (the

“Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”).

The

submission of the Registration Statement marks an important milestone toward the completion of the previously disclosed proposed business

combination between Agility and Churchill XI under which Agility will become a publicly traded company. Upon closing, the combined company

will operate as “Agility” and is expected to be listed on a major North American exchange under the ticker symbol “AGLT,”

creating the only U.S. publicly listed pure-play humanoid company with proven, active commercial deployments.

Agility’s

mission is to build robot partners that augment the human workforce and lead the adoption of humanoids everywhere. The Company’s

flagship humanoid robot, Digit, is a general-purpose, human-centric robot Made for Work™ currently commercially deployed

with leading enterprises including Schaeffler, GXO, Toyota Motor Manufacturing Canada, and Mercado Libre where it automates repetitive

physical tasks across manufacturing, distribution, and logistics operations. Agility is preparing for the commercial launch of Digit

v5, its next-generation humanoid designed to be the world’s first cooperatively safe AI-enabled humanoid robot. The Company is

supported by leading strategic investors and partners across the AI, technology, venture, and industrial ecosystem, including NVIDIA,

Amazon, SoftBank Vision Fund 2, Schaeffler, Foxconn, Abico, DCVC, and Playground Global.

The

proposed business combination is expected to provide more than $620 million in gross proceeds, including $421 million of cash held in

Churchill XI’s trust account (assuming no redemptions) and approximately $201 million of incremental financing through a common

stock with participation from leading existing and new institutional investors. Agility intends to use the proceeds from the transaction

to fulfill existing customer orders, expand commercial deployments, scale production of Digit v5, and continue investing in its integrated

platform spanning robotics, physical AI, software, safety systems, and manufacturing infrastructure.

The

Transaction is expected to close in 2026, subject to approval by Churchill XI shareholders, SEC review of the registration statement

on Form S-4, receipt of required regulatory approvals, approval by the relevant stock exchange to list the securities of the combined

company, and other customary closing conditions.

About

Agility

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

XI 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.